UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

(X)   Quarterly report under section 13 or 15 (d) of the Securities Exchange Act
      of 1934

            For the quarterly period ended March 31, 2005

(_)   Transition report under section 13 or 15 (d) of the Exchange Act of 1934

              For the transition period from _________ to _________

                        Commission file number 000-18689

                       CONNECTED MEDIA TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                            06-1238435
--------------------------------------------------------------------------------
  (State or Other Jurisdiction                                  (IRS Employer
of Incorporation or Organization)                            Identification No.)

950 South Pine Island Road, Suite A150-1094,           Plantation, Florida 33324
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                     (Zip Code)

                                 (954) 727-8218
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                              TRUST LICENSING, INC.
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check  whether  the Issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. [ x ] Yes [ ]
No

      Check whether the registrant  filed all documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court. [ x ] Yes [ ] No

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest  practicable date.  300,507,663 shares of common
stock and were outstanding as of September 27, 2005.

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [ ]


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                                                                         Page(s)

Consolidated Balance Sheet (Unaudited)                                      1

Consolidated Statements of Operations (Unaudited)                           2

Consolidated Statements of Cash Flows (Unaudited)                           3

Notes to Unaudited Consolidated Financial Statements                        4

Item 2. Management's Discussion and Analysis and Plan of Operation         15

Item 3. Controls and Procedures. See attached Exhibit 31 and
Exhibit 32 Certifications                                                  27

                                     PART II

Item 1. Legal Proceedings                                                  28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        28

Item 3. Defaults Upon Senior Securities                                    29

Item 4. Submission of Matters to a Vote of Security Holders                29

Item 5. Other Information                                                  30

Item 6. Exhibits and Reports on Form 8-K                                   30

Signatures                                                                 31

<PAGE>

ITEM 1 FINANCIAL STATEMENTS

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                 March 31, 2005
                                   (Unaudited)

                                     ASSETS

                                                                     As Restated
                                                                      (Note 12)
                                                                     -----------
Current Assets
  Cash                                                                $   3,158
  Prepaid Expenses                                                        8,223
                                                                      ---------
Total Current Assets                                                     11,381
                                                                      ---------
Office equipment, net of $27,222 accumulated depreciation                 6,031
                                                                      ---------
Total Assets                                                          $  17,412
                                                                      =========

                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable                                                    $  35,224
  Accounts payable, related party                                        94,139
  Accrued expenses                                                       20,577
  Accrued compensation, officers                                        150,267
  Accrued payroll taxes payable                                          17,276
  Note payable, related party                                           220,000
  Accrued interest payable, related party                                 4,490
  Accrued interest payable                                                1,503
                                                                      ---------
Total Current Liabilities                                               543,476
                                                                      ---------
Long Term Liabilities
  Line of credit                                                        248,375
                                                                      ---------
Total Liabilities                                                       791,851
                                                                      ---------
Commitments and Contingencies (See Note 8)

Stockholders' Deficiency
  Common stock,  $0.0001 par value; 500,000,000 shares authorized,
    294,066,663 shares issued and outstanding                            29,407
  Additional Paid-in Capital                                             44,964
  Deficit accumulated during the development stage                     (713,810)
  Treasury stock at cost (2,000,000 shares)                            (135,000)
                                                                      ---------
Total Stockholders' Deficiency                                         (774,439)
                                                                      ---------
Total Liabilities and Stockholders' Deficiency                        $  17,412
                                                                      =========

     See accompanying notes to unaudited consolidated financial statements


                                       1
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            For the
                                                                                          Period from
                                                                                         July 19, 2001
                                                                                        (Inception) to
                                                            Three Months Ended           March 31, 2005
                                                                  March 31                As Restated
                                                            2005             2004          (Note 12)
                                                       -------------    -------------    --------------
<S>                                                          <C>               <C>             <C>
Revenue                                                $        --      $        --      $        --
                                                       -------------    -------------    -------------
Operating Expenses
Payroll, contract services and stock based
  compensation                                               149,601           10,846          519,144
Professional fees                                             63,685             --            541,418
Research and development                                      12,123             --             42,317
Rent                                                           6,825            1,551           26,080
Depreciation                                                   4,617            2,142           27,222
Costs of recapitalization                                       --               --             62,217
General and administrative                                    49,224            6,471          130,205
Impairment loss                                                 --              1,287           61,265
                                                       -------------    -------------    -------------
Total Operating Expenses                                     286,075           22,297        1,409,868
                                                       -------------    -------------    -------------
Loss from Operations                                        (286,075)         (22,297)      (1,409,868)
Other Income (Expense)
Other income                                                    --               --            705,000
Interest expense                                              (5,109)            --             (8,942)
                                                       -------------    -------------    -------------
Total Other Income (Expense), net                             (5,109)            --            696,058
                                                       -------------    -------------    -------------
Net Loss                                               $    (291,184)   $     (22,297)   $    (713,810)
                                                       =============    =============    =============
Net Loss Per Share  - Basic and Diluted                         0.00             0.00             0.00
                                                       =============    =============    =============
Weighted average number of shares outstanding
  during the period - basic and diluted                  292,066,666      270,072,000      273,652,429
                                                       =============    =============    =============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements


                                       2
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       For the
                                                                                     Period from
                                                                                    July 19, 2001
                                                                                    (Inception) to
                                                                 Period Ended       March 31, 2005
                                                                    March 31         As Restated
                                                               2005         2004      (Note 12)
                                                            ---------    ---------    ----------
<S>                                                         <C>          <C>          <C>
Cash Flows From Operating Activities:
Net Loss                                                    $(291,184)   $ (22,297)   $(713,810)
Adjustments to reconcile net loss to net cash
  used in operations:
Impairment loss - patent and trademark                           --           --         61,265
Depreciation                                                    4,617        2,142       27,222
Stock issued for services                                        --           --         50,000
Stock options granted                                           3,966         --          3,966

Changes in operating assets and liabilities:

  (Increase) Decrease

  Prepaid Expenses                                             (8,224)        --         (8,224)

  Increase (Decrease)

  Accounts payable                                              9,077     (140,623)      35,223
  Accounts payable, related party                              46,440         --         94,139
  Accrued expenses                                              9,932       80,444       20,577
  Accrued compensation, officers                               46,166         --        150,267
  Accrued payroll taxes payable                                  --          1,847       17,276
  Accrued interest payable, related party                       1,927         --          2,797
  Accrued interest payable                                        234         --          3,197
                                                            ---------    ---------    ---------
Net Cash Used In Operating Activities                        (177,049)     (78,487)    (256,105)
                                                            ---------    ---------    ---------
Cash Flows From Investing Activities:
  Purchase of equipment                                          (784)      (4,419)     (33,252)
  Patent and trademark cost disbursements                        --           --        (61,265)
  Cash acquired in recapitalization                              --           --            405
  Advance from related party                                     --           --         20,000
  Loan repayment received from related party                   20,000         --        (20,000)
                                                            ---------    ---------    ---------
Net Cash Used Provided By (Used In) Investing Activities       19,216       (4,419)     (94,112)
                                                            ---------    ---------    ---------
Cash Flows From Financing Activities:
  Proceeds from issuance of common stock                         --           --         20,000
  Proceeds from related party notes                            30,000         --        220,000
  Proceeds from related party loans                              --           --           --
  Proceeds from line of credit                                 97,000         --        248,375
  Proceeds from related party loans                              --         80,000      266,000
  Repayments of related party loans                              --           --       (266,000)
  Recapitalization consideration paid for Treasury Shares        --           --       (135,000)
                                                            ---------    ---------    ---------
Net Cash Provided By Financing Activities                     127,000       80,000      353,375
                                                            ---------    ---------    ---------
Net Increase (Decrease) in Cash                               (30,833)      (2,906)       3,158

Cash at Beginning of Period                                    33,991        5,880         --
                                                            ---------    ---------    ---------

Cash at End of Period                                       $   3,158    $   2,974    $   3,158
                                                            =========    =========    =========
Supplemental disclosure of cash flow information:
Cash paid for interest                                      $    --      $    --      $    --
                                                            =========    =========    =========
Cash paid for taxes                                         $    --      $    --      $    --
                                                            =========    =========    =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements


                                       3
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

Note 1 Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and  regulations  of the United States  Securities  and
Exchange Commission for interim financial information.  Accordingly, they do not
include  all  the  information  and  footnotes  necessary  for  a  comprehensive
presentation of consolidated financial position and results of operations.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
consolidated  financial  statement  presentation.  The  results  for the interim
period are not  necessarily  indicative  of the results to be  expected  for the
year.

For further information,  refer to the audited consolidated financial statements
and  footnotes of the Company for the year ending  December 31, 2004 included in
the Company's Form 10-KSB.

Note 2 Nature of Operations and Summary of Significant Accounting Policies

(A) Nature of Business

Trust  Licensing,  LLC  ("TLLLC")  was  formed  as a Florida  limited  liability
corporation  on July 19, 2001.  On August 24, 2004,  the Company  entered into a
transaction  that was treated as a  recapitalization  with a publicly held shell
known as New Mountaintop  Corporation  ("NMC"). NMC was incorporated in Delaware
on December 11, 1989. On August 23, 2004,  NMC formed a wholly owned  subsidiary
named Trust Licensing,  Inc. ("TLI") (legal  acquirer),  a Florida  corporation,
which TLLLC was merged into in a transaction  treated as a  recapitalization  of
TLLLC. (See Note 7(B) regarding recapitalization).  For purposes of clarity, the
consolidated entity consisting of the parent, Trust Licensing, Inc. (f/k/a NMC),
and the wholly owned subsidiary,  TLI, are hereafter collectively referred to as
the "Company."

The Company is a  technology  and  intellectual  property  company  that designs
technology  concepts  with a wide range of  potential  commercial  applications.
Currently the Company owns one issued patent,  #6,101,534  ("#534  Patent") (see
Notes 3, 8 and  9(A)).  The  Company  intends to  license  various  technologies
pursuant to the #534 Patent.  The Company was  originally  formed to leverage an
existing  patent  portfolio  (both  issued and applied for  patents) and related
intellectual  property and technology.  In addition to direct licensing  royalty
arrangements  it intends to enter into, the Company has also enforced its rights
pertaining to the patent #534

Activities  during the  development  stage include  acquisition of  equity-based
financing,  acquisition of and creation of  intellectual  properties and certain
research and development activities to improve current technological concepts.

(B) Principles of Consolidation

The consolidated  financial  statements include the accounts of Trust Licensing,
Inc. (f/k/a New Mountaintop Corporation), a Delaware corporation, and its wholly
owned    subsidiary,    Trust   Licensing,    Inc.,   a   Florida    corporation
(successor-by-merger  to Trust  Licensing,  LLC).  As  previously  noted,  these
entities  are  hereafter   collectively   referred  to  as  the  "Company."  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.


                                       4
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

(C) Long-Lived Assets

The Company reviews long-lived assets and certain identifiable assets related to
those assets for impairment  whenever  circumstances  and situations change such
that there is an indication that the carrying amounts may not be recoverable. If
the  undiscounted  future cash flows of the long-lived  assets are less that the
carrying  amount,  their  carrying  amount  is  reduced  to  fair  value  and an
impairment loss is recognized.  During the three months ended March 31, 2005 and
2004,  and for the period from July 19, 2001  (inception) to March 31, 2005, the
Company   recognized  an  impairment  loss  of  $  0,  $  1,287,   and  $61,265,
respectively.  The  impairment  losses  are  related to  previously  capitalized
amounts relating to the #534 Patent. (See Notes 3, 8 and 9(A)).

(D) Revenue Recognition

The Company  follows the guidance of the  Securities  and Exchange  Commission's
Staff  Accounting  Bulletin  No. 104 for revenue  recognition.  In general,  the
Company  records  revenue when  persuasive  evidence of an  arrangement  exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably assured.
The  following  policies  reflect  specific  criteria  for the various  revenues
streams of the Company:

The  Company  intends  to  generate  and  collect  periodic  royalty  revenue in
connection with licensing agreements associated with its intellectual  property.
Royalty revenue is recognized as it is earned. The Company did not recognize any
royalty  revenue  for the three  months  ended March 31, 2005 or 2004 or for the
period from July 19, 2001 (inception) to March 31, 2005, respectively.

The Company  recognizes income from licensing of patents ratably over the lesser
of the  economic  or legal life of any  granted  licenses.  The  Company did not
recognize any licensing  revenue for the three months ended March 31, 2005,  the
three  months  ended  March 31,  2004,  or for the  period  from  July 19,  2001
(inception) to March 31, 2005.

The Company recognizes "other income" from patent  infringement  claims when the
claim is settled,  whether by negotiation or litigation.  The Company recognized
no "other  income" for the three months ended March 31, 2005 or 2004, or for the
period  from July 19, 2001  (inception)  to March 31,  2005.  (See Note 9(A) and
below).

During the year ended  December 31,  2002,  the Company  recognized  $5,000 as a
component of "other  income".  The source of this income came from what resulted
in a settlement between the Company and an unrelated third party relating to the
#534  Patent.  There were no  continuing  commitments  in  connection  with this
settlement.  During the year ended  December 31, 2004,  $700,000 was  recognized
from a patent infringement claim. (See Note (9 (A))

(E) Net Loss Per Share

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  128,
"Earnings per Share",  basic  earnings per share is computed by dividing the net
income (loss) less  preferred  dividends for the period by the weighted  average
number of shares outstanding. Diluted earnings per share is computed by dividing
net income (loss) less  preferred  dividends by the weighted  average  number of
shares outstanding including the effect of share equivalents.  At March 31, 2005
there were 2,000,000 employee options outstanding  ("Issued Options") that could
potentially  dilute  future  earnings  per share (See Note 7(D)).  For the three
months ended March 31, 2004,  there were no common  share  equivalents.  For the
period from July 19, 2001  (inception) to March 31, 2005,  the 2,000,000  Issued
Options  represented the only common share equivalents,  which could potentially
dilute future earnings per share.


                                       5
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

(F) Stock Based Compensation

The Company  follows the fair value method under the  provisions of Statement of
Financial  Accounting  Standards ("SFAS") No. 123R,  "Accounting for Stock-Based
Compensation,"  in accounting for  stock-based  transactions  with employees and
non-employees.

In December  2002,  SFAS No. 148,  "Accounting  for  Stock-Based  Compensation -
Transition and Disclosure," was issued. This pronouncement  amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  and provides  guidance to companies
that wish to voluntarily change to the fair value based method of accounting for
stock-based  employee  compensation,  among  other  provisions.  The Company has
historically  accounted  for,  and will  continue to account  for,  its employee
stock-based  compensation  under the fair value based method  provisions of SFAS
No. 123, and  therefore  the issuance of SFAS No. 148 did not have any impact on
the Company's  consolidated  financial  position,  results of operations or cash
flows.

(G) New Accounting Pronouncements

Statement  No. 144  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets"  supersedes   Statement  No.  121  "Accounting  for  the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of" ("SFAS  121").
Though it retains the basic  requirements  of SFAS 121 regarding when and how to
measure  an  impairment  loss,  SFAS  144  provides  additional   implementation
guidance.  SFAS 144 excludes  goodwill and intangibles not being amortized among
other exclusions.  SFAS 144 also supersedes the provisions of APB 30, "Reporting
the Results of  Operations,"  pertaining to  discontinued  operations.  Separate
reporting of a discontinued  operation is still  required,  but SFAS 144 expands
the  presentation  to include a component of an entity,  rather than  strictly a
business  segment as  defined in SFAS 131,  "Disclosures  about  Segments  of an
Enterprise  and  Related  Information."  SFAS 144 also  eliminates  the  current
exemption  to  consolidation  when  control  over a  subsidiary  is likely to be
temporary.  This  statement is effective  for all fiscal years  beginning  after
December  15,  2001.  The  adoption  of SFAS 144 had a  material  effect  on the
Company's  financial  position,  results of operations  and liquidity due to the
Company reporting impairment charges relating to a contributed patent (see Notes
3, 8) of $ 0, $ 1,287,  and $ 61,265  respectively  for the three  months  ended
March 31, 2005, 2004, and for the period from July 19, 2001 (inception) to March
31, 2005.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non-monetary  Assets" -
an  amendment  of APB Opinion No. 29. This  Statement  amended APB Opinion 29 to
eliminate the exception for non-monetary  exchanges of similar productive assets
and replaces it with a general  exception for exchanges of  non-monetary  assets
that do not have commercial  substance.  A non-monetary  exchange has commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly as a result of the exchange.  The adoption of this Standard is not
expected to have any material  impact on the  Company's  consolidated  financial
position, results of operations or cash flows.

In  December  2004,  the FASB issued SFAS No. 123 ("SFAS  123")  (revised  2004)
"Share-Based Payment".  This Statement requires that the cost resulting from all
share-based transactions be recorded in the financial statements.  The Statement
establishes   fair  value  as  the  measurement   objective  in  accounting  for
share-based   payment   arrangements  and  requires  all  entities  to  apply  a
fair-value-based  measurement in accounting for share-based payment transactions
with  employees.  The Statement also  establishes  fair value as the measurement
objective for  transactions  in which an entity  acquires goods or services from
non-employees in share-based payment  transactions.  The Statement replaces SFAS
123 "Accounting for Stock-Based  Compensation" and supersedes APB Opinion No. 25
"Accounting  for Stock Issued to  Employees".  The  provisions of this Statement
will be effective  for the Company  beginning  with its fiscal year ending 2005.
The Company has adopted the provisions of SFAS No. 123.


                                       6
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

(H) Research and Development Costs

In 2004,  the Company  disbursed  $9,194 in connection  with the  maintenance of
patent #534.  Pursuant to SFAS No. 2,  "Research and  Development  Costs" ("SFAS
2"),  these  disbursements   should  be  expensed  as  incurred.   Research  and
development  expense was $ 12,123 for the three months ended March 31, 2005,  $0
for the three months ended March 31, 2004, and $ 42,317 for the period from July
19, 2001 (inception) to March 31, 2005.

Note 3 Patent

Prior to the  formation  of TLLLC (July 19,  2001),  the  individual  who is the
primary  beneficiary of Irrevocable  Trust  Agreement  Number I ("Trust I") (see
below) had created,  maintained and enhanced the #534 Patent.  Pursuant to Staff
Accounting Bulletin Topic 5(G), "Transfers of Nonmonetary Assets by Promoters or
Shareholders",  the patent was contributed to the Company at its historical cost
basis of $0 as determined under generally accepted accounting principles.

On August 13, 2001, the patent was validly assigned from the individual/promoter
to Trust I and then simultaneously assigned from Trust I to TLLLC. Subsequently,
all costs incurred and paid by the Company were initially capitalized.  Pursuant
to SFAS No. 144, management is unable to predict positive future cash flows that
can be generated  from patent #534 and could not assess a non-zero fair value of
the  patent.  Pursuant  to SFAS No.  144,  as  discussed  above,  all costs were
considered  non-recoverable  and the Company charged the statement of operations
for the related impairment loss.

The impairment losses are as follows:

July 19, 2001 (inception) to December 31, 2001                           $17,014
Year ended December 31, 2002                                             $39,181
Year ended December 31, 2003                                             $ 5,070
Year ended December 31, 2004                                             $  --
Three  months ended March 31, 2005                                       $  --
                                                                         -------
Total impairment loss                                                    $61,265
                                                                         =======

Note 4 Loans Receivable and Payable, Related Parties

Prior to the merger TLLLC was owned by:  Irrevocable  Trust Agreement Number III
("Trust III"), TLLLC's Founder (who is also the current Company's Chairman), the
Company's current Chief Executive  Officer,  and the Company's current Executive
Vice President.  The primary  beneficiary of Trust III is the Company's Founder.
Since July 19, 2001  (Inception)  and from time to time,  Trust III has advanced
working capital to TLLLC and to the Company. Total advances were as follows:

July 19, 2001 (inception) to December 31, 2001                      $  20,000
Year ended December 31, 2002                                        $ 100,000
Year ended December 31, 2003                                        $  29,000
Year ended December 31, 2004                                        $ 110,000
Three months ended March 31, 2005                                   $     --
                                                                    ---------
Total advances from Trust III                                       $ 259,000
                                                                    =========


                                       7
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

These  "advances"  do not include  amounts  borrowed  from Trust III pursuant to
certain  Notes  Payable.  Notes  Payable  to Trust  III are  detailed  in "Notes
Payable, Related Party and Accrued Interest Payable, Related Party" in Note 5.

In addition to the above  advances,  a separate  Trust  directly  related to the
Company's  Founder also advanced working capital of $7,000 during the year ended
December 31, 2002.

All $266,000 of these  advances  were repaid in full on June 7, 2004.  (See Note
7).

An  additional  $20,000 was  advanced  to Trust III on June 7, 2004.  The full $
20,000 was repaid to the Company on February 22, 2005. (See Note 8).

All loans to and from Trust III were non-interest bearing,  unsecured and due on
demand.

Note 5 Note Payable, Related Party and Accrued Interest Payable, Related Party

On August 24, 2004,  the Company issued a note payable for $165,000 to TLLLC for
a term of nine months  bearing  interest at the annual rate of 4%. The borrowing
was unsecured.  These funds were used in connection with the reverse  triangular
merger in order to acquire NMC (a public shell) (see Note 7(B).

During the year ended  December  31,  2004,  the entire  $165,000 was charged to
operations as costs of recapitalization.  Of the $165,000 borrowed, $135,000 was
paid to NMC's former sole officer and director to acquire NMC and the  remaining
$30,000 represented a finder's fee paid to an unrelated third party who arranged
for the transaction.

October 8, 2004, the Company issued a note payable for $ 25,000 to Trust III for
a term of nine months  bearing  interest at the annual rate of 4%. The borrowing
was  unsecured.  The  Company  used these funds in  connection  with its general
operations.

On March 9, 2005,  the  Company  entered  into a line of credit  arrangement  to
borrow up to an additional $55,000 from Trust III. The Company borrowed $ 30,000
of this amount as of March 31, 2005. The line of credit arrangement is evidenced
by the issuance of a Promissory  Note/Line of Credit. The note bears interest at
10% per annum and is payable at the earlier of the Company receive a bridge loan
or equity investment that nets proceeds to the Company of at least $ 300,000, or
December 9, 2005.

Total notes  payable,  related party  aggregated $ 220,000 at March 31, 2005. At
March 31, 2005,  the Company had accrued  interest  payable with a related party
for $4,490.

(See Note 8)

Note 6 Line of Credit

On October 6, 2004,  effective  November  16, 2004,  the Company  entered into a
transaction  with a Bank  pursuant  to which  the  Company  has  access to a two
hundred and fifty thousand dollar ($ 250,000) line of credit. In general, all or
any portion of the $ 250,000  may be drawn down at any time,  and must be repaid
in full by October 25,  2006,  with  interest at prime plus 1.5%.  In  addition,
commencing  November 25, 2004 and continuing each consecutive  month thereafter,
the Company must pay accrued  interest on outstanding  amounts owed. The Company
intends on using the line of credit for  general  working  capital  and may also
repay some or all of the loans with Trust III. The credit line is  guaranteed by
Trust III and secured by a  Certificate  of Deposit owned by the Chairman of the
Company.  The Chairman of the Board of Directors is the primary


                                       8
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

beneficiary  of Trust III. As of March 31,  2005,  the Company  reflected a long
term liability of $248,375 and related accrued interest of $1,503.

Note 7 Stockholders' Deficiency

(A) Stock issuances

On August 24,  2004,  the Company  issued  1,666,663  shares of its common stock
having a fair  value of $0.03 per share  aggregating  $50,000  in  exchange  for
consulting services rendered.  The fair value of the stock was based on a mutual
understanding  between the Company and the service provider.  There have been no
recent cash  offerings  in which to base the fair value per share.  In addition,
the stock was not publicly traded as of December 31, 2004.

There were no stock issuances for the three month period ending March 31, 2005.

(B) Recapitalization

On August 24, 2004 (the "recapitalization date"), the Company was acquired by an
inactive publicly held Delaware corporation in a transaction  accounted for as a
reverse triangular merger and  recapitalization  of the Company.  The members of
TLLLC  received  270,072,000  common  shares of the  publicly  held  company  or
approximately 93% of the total  outstanding  voting common stock just subsequent
to the  reverse  triangular  merger and after  giving  effect to a 1:10  reverse
common stock split of the Delaware  Corporation prior to the reverse  triangular
merger.  The  shares of common  stock  were  issued to the  members  of TLLLC as
follows;  Trust III received 195,054,000 shares, the Company's President and CEO
received  65,018,000  shares and the  Company's  Executive  Vice  President  and
Secretary received  10,000,000 shares. As part of the reverse triangular merger,
NMC  redeemed  2,000,000  (post-split)  shares of its common stock from its sole
director and former  principal  shareholder for cash  consideration  paid to the
former principal stockholder of NMC totaling $135,000. The 2,000,000 shares were
reissued in the  Company's  name as treasury  shares and accounted for using the
cost method.  Immediately  prior to the closing,  TLLLC  borrowed  $165,000 from
Trust III, a related  party,  (See Note 5). The entire  $165,000  was charged to
operations as a cost of recapitalization.

In addition to the $135,000 paid for the public shell  accounted for as treasury
stock, the Company incurred and paid an additional  $30,000 as a finders fee and
$32,217 for certain  related legal and other  professional  fees associated with
the recapitalization.  For the year ended December 31, 2004, the Company charged
the  statement  of  operations  for  $62,217  as  total   transaction  costs  of
recapitalization and $135,000 to treasury stock. There are no additional charges
for recapitalization during the three months ended March 31, 2005.

As a result of the above  recapitalization,  the  original  shareholders  of the
publicly held shell are deemed to have been issued  20,328,000  common shares of
the Company and  2,000,000 are held as treasury  stock.  All share and per share
information in the accompanying  unaudited consolidated financial statements has
been retroactively restated to reflect the recapitalization.

The Company's  financial  statements just after the  transaction  consist of the
assets and  liabilities  of both entities at  historical  cost,  the  historical
operations of TLLLC,  and the operations of the publicly held  corporation  from
the recapitalization date.

(C) Corporate Name Change

On  September  15,  2004,  the  Company  changed  its name from New  Mountaintop
Corporation to Trust Licensing, Inc.


                                       9
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

(D) Common Stock Options and Warrants Issued for Services

The following  summarizes the Company's  employee stock option  activity for the
three months ended March 31, 2005:

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option-pricing model in accordance with SFAS No. 123R. The company
granted  2,000,000 stock options to an employee on February 14, 2005, which were
valued at  $40,000.  There were no stock  option  grants  during the years ended
December  31,  2004 or  2003.  The  following  represents  the  weighted-average
assumptions used by management for the February 14, 2005 stock option grant:

                  Stock price                        $0.02
                  Exercise price                     $0.02
                  Dividend yield                     0%
                  Expected volatility                307%
                  Risk-free interest rate            4.08%
                  Expected holding periods           10 years

A summary of the options issued to employees as of March 31, 2005,  December 31,
2004 and 2003 and changes during the periods is presented below:

                                                    Number of   Weighted Average
                                                     Options     Exercise Price
                                                    ---------   ----------------

   Stock Options
   Balance at December 31, 2003                          --         $  --
   Granted                                               --         $  --
   Exercised                                             --         $  --
   Forfeited                                             --         $  --
                                                    ---------       -----
   Balance at December 31, 2004                          --         $  --
   Granted                                          2,000,000       $0.02
                                                    ---------       -----
   Exercised                                             --         $  --
   Forfeited                                             --         $  --
   Balance at March 31, 2005                        2,000,000       $0.01
   Options exercisable at March 31, 2005                 --         $  --
                                                    ---------
   Weighted average fair value of options
   granted during 2005                                              $0.02
                                                                    -----

The following  table  summarizes  information  about  employee stock options and
consultant options outstanding at March 31, 2005:


                                       10
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
            Options Outstanding                                   Options Exercisable
-------------------------------------------------------------------------------------------------
                  Number           Weighted                                              Weighted
Range of      Outstanding at       Average            Weighted           Number           Average
Exercise        March 31,         Remaining           Average        Exercisable at      Exercise
 Price             2005        Contractual Life    Exercise Price    March 31, 2005        Price
-------------------------------------------------------------------------------------------------
<C>             <C>               <C>                   <C>                                 <C>
$0.02           2,000,000         10.00 Years           $0.02              --               $--
</TABLE>

The Issued Options consist of one option granted to a non-executive  employee on
February 14, 2005 for 2,000,000 shares, which is exercisable at $ 0.02 per share
(the fair  market  value at the date of grant.)  The Issued  Option was  granted
pursuant to the  Company's  Equity  Incentive  Plan.  These Issued  Options vest
680,000 on August 26,  2005 and at a rate of 55,000 per month  thereafter.  As a
result,  the  employee  is not  vested in the  option  grant,  thus there are no
exercisable options currently outstanding as of March 31, 2005.

Note 8 Related Parties

On July 19, 2001  (inception),  the Company  sold 100 units for $20,000 to Trust
III. (See Note 3)

On August 13, 2001, the patent was validly assigned from the individual/promoter
to Trust I and simultaneously  assigned from Trust I to TLLLC.  Effective August
24,  2004,  the  patent  is owned by TLI as a result of the  reverse  triangular
merger. (See Note 3)

During the period  from July 19, 2001  (inception)  to December  31,  2004,  the
Company  received working capital from related parties  totaling  $266,000.  The
Company also repaid the entire $266,000 on June 7, 2004. (See Note 3).

During the year ended December 31, 2004, the Company advanced Trust III $20,000.
(See Note 3).

On August 24, 2004, October 8, 2004, and March 9, 2005, the Company issued notes
payable  for  $165,000,  $25,000 and $55,000  respectively  from Trust III.  (As
previously  noted,  as of March 31,  2005 the Company had drawn down $ 30,000 of
the $ 55,000  available  under  March 9, 2005  note.) In  connection  with these
notes, the Company recorded $4,490 of interest expense (See Note 5).

During 2004,  the Company  engaged a law firm whose counsel is the father of the
Company's President and Chief Executive Officer.  The Company had total expenses
in 2004 of $46,399 for legal fees to this related party.  Of the total,  $14,182
was for legal fees  subsequent  to the reverse  merger and $32,217 was for legal
fees  associated  with the direct  costs of  recapitalization.  (See Note 7(B)).
Total fees paid as of March 31, 2005 aggregated $58,623.

During 2004, we paid approximately $6,500 for professional  services rendered to
our acting  Chief  Financial  Officer.  At December  31,  2004,  $4,500  remains
payable. The acting Chief Financial Officer is also the trustee of Trust III.

Note 9 Commitments and Contingencies

(A) Litigation Settlement - Other Income

During 2003,  the Company filed suit in the United States  District Court of the
Southern  District of Florida against an unrelated  third-party for, among other
things,  infringement  of the '534  Patent  (Case No.  03-20672).  A  subsequent
related civil action was initiated by the third party against the Company in the
Superior  Court of


                                       11
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

California,  County of Santa Clara for,  among other things,  breach of contract
(Case No.  103-009764).  The settlement was finalized on May 5, 2004 and paid on
June 4, 2004 under the following terms:

      The third party paid to the Company's escrow agent $700,000. Of the total,
      the Company was  remitted  $475,000.  The  remaining  $225,000 was paid to
      settle accrued legal fees in connection with this lawsuit and is reflected
      in  professional   fees  in  the   accompanying   consolidated   financial
      statements.

      The  Company   granted  to  the  third  party  a  certain   non-exclusive,
      non-transferable,  worldwide,  fully paid up right and  license  under the
      #534 Patent.

The $700,000 was  recorded as other  income  during the year ended  December 31,
2004.

(B) Employment Agreements

On  August  23,  2004,  The  Company  entered  into  the  following   employment
agreements:

      (A) Chairman of the Board

            (i) Term is from August 23, 2004 to August 23, 2006.
            (ii) Salary will be $175,000 per year

      (B) President and CEO

            (i) Term is from August 23, 2004 to August 23, 2006.
            (ii) Salary will be $175,000 per year

      (C) Executive Vice President

            (i) Term is from August 23, 2004 to August 23, 2006.
            (ii) Salary will be $132,000 per year

On May 1,  2005,  the  employment  contract  for the  Company's  executive  vice
president was amended to conform the benefits to those received by the Company's
other executive  officers and to increase the base salary to $160,000  annually.
This  individual  has agreed to accept  payment  of salary at the  pre-amendment
contracted  salary rate until  August 24, 2005.  Currently  and until August 24,
2005, the salary increase will be accrued and added to total  compensation  owed
to this officer.

(C) Consulting Agreement

On August 23, 2004,  the Company  entered into a consulting  agreement  with the
former sole officer and director of NMC. Under the terms of the  agreement,  the
consultant will provide certain financial consulting  services.  The term of the
agreement  is from  August 23,  2004 to August 23,  2006.  The  consultant  will
receive $2,500 per month as compensation.  All accrued fees shall be immediately
payable to the consultant upon receiving net cash financing proceeds of at least
$500,000. At March 31, 2005, the Company accrued $18,145 in connection with this
consulting agreement.

Note 10 Going Concern

As reflected in the accompanying  unaudited  consolidated  financial statements,
the  Company  has a net loss of  $291,184  and net cash  used in  operations  of
$177,049 for the three months ended March 31, 2005, and an  accumulated  deficit
of  $713,810,  a working  capital  deficiency  of $532,095  and a  stockholders'
deficiency of $774,439 at March 31, 2005.


                                       12
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

The Company has no  operating  revenues.  The  Company has  incurred  cumulative
losses since inception and has funded operations primarily through related-party
loans and  investor  capital.  The ability of the Company to continue as a going
concern is dependent on the Company's  ability to further implement its business
plan,  raise  capital,  and  generate  revenues  from the  licensing of the #534
Patent.  The  consolidated  financial  statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

The Company is currently a development stage company and its continued existence
is  dependent  upon the  Company's  ability to resolve its  liquidity  problems,
principally by obtaining additional debt financing and/or equity capital. In May
2004,  the Company  received net proceeds of $475,000  from the  settlement of a
lawsuit  (see Note 9(A)).  The  settlement  of the lawsuit  provided the Company
operating  capital  but  due  to  other  commitments  pertaining  to  employment
agreements  (see Note  9(B)) and  future  cash  requirements  to  implement  the
business plan, there remains doubt about the Company's  ability to continue as a
going concern.  The Company has yet to generate an internal cash flow, and until
licensing  activities  commence,  the  Company is very  dependent  upon debt and
equity funding.

Note 11 Subsequent Events

On April 14,  2005,  the  company  entered  into a Standby  Equity  Distribution
Agreement ("SEDA") with Cornel Capital, Inc. ("Cornell").  Pursuant to the SEDA,
the  Company  may, at its  discretion,  periodically  sell to Cornell  shares of
common stock for a total purchase price of up to $10,000,000.  For each share of
common stock purchased  under the SEDA,  Cornell will pay the Company 98% of the
lowest volume weighted  average price of the Company's common stock as quoted by
Bloomberg,  LP on the Over-the-Counter  Bulletin Board or other principal market
on which  the  Company's  common  stock  is  traded  for the 5 days  immediately
following the notice date. Further, Cornell will retain 6% of each advance under
the SEDA. In connection with the SEDA,  Cornell received a commitment fee in the
form of the Commitment  Shares. As part of the SEDA, the Company agreed to issue
to Cornell 3,800,000 shares of which 1,900,000 shares have been issued as of May
13, 2005. The balance will be issued at the closing of the second installment of
the Promissory Note described below.

Pursuant  to the SEDA,  on April 14,  2005  Cornell  was also issued the Cornell
Warrant for 200,000 shares of the Company's Common Stock. The Cornell Warrant is
exercisable  for a period of two (2) years.  The exercise  price per share under
the Cornell Warrant is $0.01 per share.

In  connection  with the SEDA,  the company  entered  into the  Placement  Agent
Agreement with Monitor Capital,  Inc.  ("Monitor").  As consideration for to the
Placement  Agent  Agreement,  the Company issued  Monitor  200,000 shares of its
common stock ("Placement Agent Shares").

On April 14,  2005,  the Company  entered  into the  Consulting  Agreement  with
Knightsbridge Holdings, LLC ("Knightsbridge")  whereby Knightsbridge will assist
the  Company  in a variety of areas  including,  but not  limited to  financial,
strategic and related developmental growth. The agreement runs for a term of six
(6) months, and will continue on a month-to-month  basis thereafter subject to a
right to cancel upon thirty (30) days written  notice.  The Company is obligated
to pay  Knightsbridge a monthly  retainer of $2,000.00 and issued  Knightsbridge
4,441,000  shares  of  the  company's  common  stock  ("Knightsbridge  Shares").
Knightsbridge  is also entitled to additional  compensation  in the future based
upon any transactions that they bring to the Company.

Simultaneous  with the execution of the SEDA, the Company  executed a Promissory
Note (the "Note") in favor of Montgomery Equity Partners,  Ltd.  ("Montgomery"),
an institutional fund in the principal amount of


                                       13
<PAGE>
                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Consolidated Unaudited Financial Statements
                                 March 31, 2005

$600,000.  The  Company  plans  on using  the  proceeds  of the  Note as  bridge
financing. The Note proceeds were received by the Company in two installments of
$300,000.  The  first  installment  was paid on April  15,  2005 and the  second
installment is scheduled to be received by the Company two (2) days prior to the
Company's  filing  of the  required  registration  statement.  The Note  accrues
interest at the rate of  twenty-four  (24%) percent per year and matures one (1)
year from its issuance  date.  For the first six (6) months,  the Company  shall
make payments of interest only.  Thereafter,  the Company shall make payments of
principal and interest as set forth in the Note.  Notwithstanding the foregoing,
the first two (2) payments of interest were deducted from the first  installment
payment and the second (2) months of interest  will be deducted  from the second
installment  payment. The Note is secured by a first priority lien on all of the
Company's  assets.  As further security for the Company's  obligations under the
Note, the Company pledged  60,000,000  shares of its common stock to Montgomery.
In the  Event of  Default  under the Note,  Montgomery  shall  have the right to
receive the  pledged  shares at a rate equal to three times the number of shares
of the common stock to be necessary to effectuate repayment of the principal and
accrued interest due and  outstanding,  from the pledged shares at the price per
share equal to the closing bid price of the Company's common stock, as quoted by
Bloomberg, LP, on the date of issuance of the Note.

On April 28, 2005, Mr. Leigh M. Rothschild, as the sole Director of the Company:
(a) approved an Amendment to the  Certificate  of  Incorporation  increasing the
authorized  Common Stock from  500,000,000  to  750,000,000;  (b) increasing the
number  of  Directors  on the  Company's  Board to four (4)  Directors;  and (c)
appointing  Jeffrey W. Sass,  Michael R. Moore,  and Adam  Bauman as  additional
Directors  of the  Company,  subject to the filing and mailing of the  requisite
Form 14-C with the Securities and Exchange Commission.

On April 28, 2005,  Trust III, Jay Howard Linn,  Trustee,  owning  approximately
42%,  Jeffrey  W.  Sass,  owning   approximately  22%,  Michael  Moore,   owning
approximately  3% and  Leigh  M.  Rothschild,  owning  approximately  16% of the
outstanding  shares of common stock of the Company,  as of the applicable record
date, each signed a written  consent  approving the Amendment to the Certificate
of  Incorporation  in  accordance  with the  provisions  of  Section  228 of the
Delaware Corporation Law.

Note 12 Restatement

Subsequent  to the  issuance of the  Company's  December  31, 2004  consolidated
financial  statements,  management  became  aware that  $135,000 of cost paid to
redeem 2,000,000 common shares as part of the recapitalization  should have been
charged to equity  rather than to  operations.  In  addition,  those shares were
reissued in the Company's name as treasury  shares and  accordingly  should have
been  reflected  as  treasury  shares in the  consolidated  balance  sheet.  The
correction of these items in the restated  consolidated  financial statements as
of March 31, 2005 has the effect of  reducing  expense of  recapitalization  and
thereby  reducing net loss in the  consolidated  statement of operations for the
period  from  July 19,  2001  (inception)  to March  31,  2005 by  $135,000  and
reclassifying  $135,000 from deficit  accumulated  during  development  stage to
treasury stock in the consolidated balance sheet at March 31, 2005. There was no
net effect on consolidated net loss per share.


                                       14
<PAGE>

Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB, including this Management's Discussion and
Analysis  of   Financial   Condition   and  Results  of   Operations,   contains
forward-looking  statements  regarding future events and our future results that
are subject to the safe harbors created under the Securities Act of 1933 and the
Securities  Exchange  Act  of  1934.  These  statements  are  based  on  current
expectations,  estimates,  forecasts,  and  projections  about the industries in
which we operate and the beliefs and assumptions of our  management.  Words such
as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates,"  "continues," "may," variations of such words,
and  similar   expressions   are  intended  to  identify  such   forward-looking
statements.  In addition, any statements that refer to projections of our future
financial  performance,  our  anticipated  growth and trends in our business and
other  characterizations  of future events or circumstances are  forward-looking
statements.  Readers are cautioned  that these forward-  looking  statements are
only predictions and are subject to risks,  uncertainties,  and assumptions that
are difficult to predict.  Therefore,  actual results may differ  materially and
adversely from those expressed in any  forward-looking  statements.  Readers are
referred to risks and uncertainties  identified below,  under "Risk Factors" and
elsewhere   herein.   We  undertake  no  obligation  to  revise  or  update  any
forward-looking statements for any reason.

OVERVIEW

      The  predecessor  to  the  company  was  first  organized  as  a  Delaware
corporation on December 11, 1989 under the name  Mountaintop  Corporation and in
July 1990 became  subject to the reporting  requirements  of the  Securities and
Exchange Act of 1934 (the "Exchange Act").  Mountaintop Corporation was involved
in the distribution and marketing of spirits,  among other things. That business
ultimately  did  not  succeed  and  in  1992,  Mountaintop   Corporation  ceased
operations.  Shortly  thereafter,  the charter of  Mountaintop  Corporation  was
forfeited  by the State of Delaware  for  non-payment  of  franchise  taxes.  On
February 21, 2003 through the efforts of its then-majority  stockholder and sole
director,  the company  revived and  reinstated its charter  effective  March 1,
1993. However, during the process of reviving the company, the State of Delaware
notified  the  company  that its name,  Mountaintop  Corporation,  was no longer
available.  Thus,  the  name  of the  company  was  changed  to New  Mountaintop
Corporation.  In addition,  at the time of that name change, the company amended
its  Certificate  of  Incorporation  to authorize  common  stock of  500,000,000
shares,  par value $ 0.0001, and 10,000,000 shares of preferred stock, par value
$  0.0001.  After  the  company  had its  charter  reinstated,  New  Mountaintop
Corporation (f/k/a Mountaintop  Corporation) continued its reporting obligations
of the Exchange Act and upon being  reinstated filed its 10-K for the year ended
December 31, 2002.

      On August 24, 2004 pursuant to the Florida rules and regulations governing
mergers and  acquisitions,  the  company,  through a newly  formed  wholly owned
subsidiary  acquired,  by  merger,  all of the  assets  and  business  of  Trust
Licensing,  LLC ("TLLLC").  As  consideration  for the merger the company issued
270,072,000 shares of its common stock, par value $ .0001 per share representing
approximately 93% of its issued and outstanding shares (after giving effect to a
1:10 reverse stock split.) The reverse merger was accompanied by a change in the
name of the company to Trust Licensing,  Inc., the company's Board of Directors,
its management, and its business focus. Prior to the merger, the company had not
conducted  regular business  operations for several years;  rather,  its primary
focus was seeking a business  to acquire.  On  December  31,  2004,  the company
became  eligible for trading on the  over-the-counter  bulletin  board under the
symbol TRTL.OB.  As a result of the merger,  the company became the successor in
interest to New  Mountaintop  Corporation and assumed its Exchange Act reporting
obligations.  Subsequently,  in early May 2005 the  company  was  advised by the
Secretary of State of the State of Delaware, that the State had failed to notify
the  company  that  the  use of the  word  "Trust"  in its  corporate  name  was
inconsistent  with the  applicable  provisions  of the Delaware  Banking Law and
requested  that the company  change its name.  Therefore,  on May 18, 2005,  the
company changed its name to Connected Media Technologies, Inc.


                                       15
<PAGE>

Currently,  through the operations of our wholly-owned subsidiary,  we are now a
technology  and  intellectual  property  company  that  architects  and licenses
various  technology  concepts,   with  a  wide  range  of  potential  commercial
applications.  (For purposes of convenience  and clarity to the reader,  for the
balance  of this  discussion  we  refer  to the  Company  and  its  wholly-owned
operating subsidiary interchangeably, unless otherwise noted.)

Our current focus is on creating  patented  solutions that facilitate a seamless
connection  between a website and content on a DVD, CD, flash card, or any other
storage disc or drive.  The technology  covered by our patent  portfolio  allows
content providers, advertisers and others to combine the dynamic capabilities of
the internet with easy to deliver,  high quality disc based content.  The fields
in which we seek to license our patent(s) and technology include educational and
distance  learning,  the  entertainment  industry (e.g.  film, music and video),
travel related marketing services, advertising,  publishing, digital photography
and real estate.

      The company's patent portfolio consists of:

a)    one issued patent, "Interactive,  Remote, Computer Interface System", U.S.
      Patent No. 6,101,534, which is our core patent;

b)    one patent that the United States Patent and Trademark Office has notified
      the company that it intends to issue as U.S.  Patent 6, 952,697 on October
      4, 2005, entitled "A Media Validation System";

c)    seven other patents pending; and

d)    several  additional patent  applications that are in progress but have not
      yet been filed.

      In general, our core patent is intended to be used, among other things, to
protect  technology that enables  multimedia content that is stored on removable
local media (such as CDs or DVDs) to be "controlled" or "released" for access by
the user by visiting a related  site on the  Internet.  This process has several
potential  applications,  including  the ability to  time-release  content,  the
ability to supplement  website  content  without any  streaming,  downloading or
delay, and the ability to unlock or release bonus or supplemental  content on an
individualized  basis.  In  addition,  using the process  protected  by the core
patent permits  distributors of removable media to use the Internet to introduce
updated information, capture demographic information and otherwise enable better
tracking of their disc-based promotions.

      Our  business  plan  is  to  exploit  this  patent   and/or   license  the
exploitation  of the  patent to support  the  connection  between a website  and
content  on a DVD,  CD,  Flash  Card,  or any other  storage  disc or drive.  In
addition to  pursuing  direct  licensing  royalty  arrangements  we also seek to
enforce our existing issued  patent(s) and any  subsequently  issued or acquired
patent(s)  against  those that  infringe.  We may also incubate  and/or  acquire
minority equity interests in select  growth-oriented  companies that can benefit
from  integration  and  utilization  of  company-owned   intellectual  property,
although the company has not engaged any third-party agent or representative for
the specific purpose of acquiring any such interest. We may also week to acquire
additional patents and patent portfolios.


                                       16
<PAGE>

      Since changing the company's name to Connected Media Technologies, Inc. in
May 2005 the company has introduced a new website and has been developing  sales
and marketing  materials.  In addition,  the company is  developing  interactive
demos  and  proof of  concept  technology  for a  variety  of  applications  and
solutions based on its patent(s).  Applications of our patent that are currently
being presented to potential licensees include:

      A  method  of   advertising   and  promotion  that  combines  the  dynamic
      capabilities  of the Internet with the high quality  visual impact of rich
      media content stored  locally on a CD, DVD,  memory card,  hard drive,  or
      other digital storage platform.

      A method of using a DVD, CD or other disc to  supplement the content  of a
      television program.

      A method of using the internet to create additional sale  opportunities by
      "unlocking"  pre-  existing  content on a dual disc or other DVD,  CD-ROM,
      etc.

      The company has begun to offer its  technology  to  advertising  agencies,
marketing  agencies,  and  interactive  agencies.  In  addition,  the company is
offering  its  technology  to targeted  content  providers,  including  magazine
publishers, television and film producers, television networks and film studios,
digital storage disc  manufacturers and others. In June 2005 the company engaged
Andrew Adelson, an established film and television  producer,  as a commissioned
sales agent in Los Angeles, California to pursue potential opportunities for the
company within the media and  entertainment  industry.  In July 2005 the company
entered  into a license  agreement  with  Natcom,  Inc. a Miami,  Florida  based
international marketing agency focused on presenting the company's technology to
its contacts and customers in the  government and travel  sectors.  We intend to
continue to pursue similar  relationships  with  additional  consultants,  sales
agents,  and  agencies  in  different  market  sectors,  including  advertising,
education,  retail and others.  Depending on the circumstances,  the company may
offer its technology  pursuant to a license,  or as part of a turn-key solution.
In the case of a license, the company seeks to obtain a performance based or per
disc royalty from its licenses.  Additional  programming  or custom  development
work is quoted over and above the agreed upon licensing fee.

      In  addition to seeking  licensing  arrangements,  the  company  will take
necessary  actions to enforce its patents as it deems  appropriate.  In 2004 the
company received $700,000 (classified as other income on the company's financial
statements) from the settlement of a patent infringement action that the company
initiated  against a third party with respect to our core patent. As part of the
settlement  the third party entered into a  non-exclusive  pre-paid  license and
agreed to acknowledge and identify our patent and the company,  including a link
to the company's website, within certain of its software products

      We are a development  stage company and remain in the very early stages of
implementing  our  business  plan.  Nonetheless,  we have  already  successfully
generated  other  income and taken other  actions to  increase  the value of our
issued  patent.  Over  time,  our plan is to attempt to  generate  revenue  from
several sources.  These sources may include royalties from patent and technology
licensing,  the  development  and  sale of  software  applications  that use our
intellectual  property,  and from revenue sharing  opportunities that arise from
the "unlocking" or "release" of embedded content (for example, hidden additional
content  on  trailers  and  soundtracks  can  be  used  to  stimulate  immediate
impulse-buy online purchases). We believe that if these potential revenue


                                       17
<PAGE>

streams  materialize  in a timely and meaningful  fashion,  it will enable us to
increase  shareholder  value.  However,  we do not  believe  that cash flow from
operations  alone  will be  sufficient  to fund  our  activities  in the next 12
months.  As of March 31, 2005, the Company had total assets of  approximately  $
17,412  ($3,158  of which is  cash),  and  total  liabilities  of  approximately
$791,851. As described below, we will need to obtain additional financing for us
to both implement our plans and to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  preparation of financial  statements and related  disclosures in conformity
with accounting  principles  generally accepted in the United States requires us
to make judgments,  assumptions,  and estimates that affect the amounts reported
in the Consolidated  Financial  Statements and accompanying notes. Note 2 to the
Unaudited Consolidated Financial Statements describes the significant accounting
policies  and methods  used in the  preparation  of the  Consolidated  Financial
Statements.  These critical  accounting  policies are affected  significantly by
judgments,   assumptions,   and  estimates  used  in  the   preparation  of  the
Consolidated  Financial  Statements and actual  results could differ  materially
from the amounts reported based on these policies.

Revenue  Recognition.  We follow the  guidance of the  Securities  and  Exchange
Commission's  Staff  Accounting  Bulletin  No. 104 for revenue  recognition.  In
general,  we record revenue when persuasive  evidence of an arrangement  exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectability is reasonably assured.
The  following  policies  reflect  specific  criteria  for our various  revenues
streams.

We intend to generate and collect  periodic  royalty  revenue in connection with
licensing  agreements  associated  with  their  intellectual  property.  Royalty
revenue is recognized  as it is earned.  We recognize  income from  licensing of
patents  ratably  over the lesser of the  economic  or legal life of any granted
licenses.  We have not recognized any royalty revenue or licensing revenue since
inception.

The Company  recognizes  other income from patent  infringement  claims when the
claim is settled, whether by negotiation or litigation. We recognized a total of
$ 700,000 in other income during 2004;  we have  recorded no "other  income" for
the three months ended March 31, 2005.

Impairment  of  Long-Lived  Assets.  Our  long-lived  assets  consist of patents
(having  a fair  value of zero for  GAAP  purposes)  and  equipment.  We  review
long-lived  assets and certain  identifiable  assets related to those assets for
impairment  whenever  circumstances  and situations change such that there is an
indication that the carrying amounts may not be recoverable. If the undiscounted
future cash flows of the  long-lived  assets are less that the carrying  amount,
their  carrying  amount  is  reduced  to fair  value and an  impairment  loss is
recognized.  None of our long-lived  assets required an impairment charge during
the three months ended March 31, 2005.

Contingencies  and  Litigation.  We  record  a  reserve  for  contingencies  and
litigation  when an adverse  outcome is probably and the amount of the potential
liability  is  reasonably  estimable.  We  are  not  currently  a  party  in any
litigation nor are we subject to any such contingencies.


                                       18
<PAGE>

RESULTS OF OPERATIONS

The table below  summarizes our results of operations for the three months ended
March 31, 2005 and 2004.

(The following condensed financial information is unaudited.)

                                   Three months ended March 31, 2005 and 2004

                                              2005                2004
Revenue                                      $ - 0 -            $ - 0 -
Operating Expenses                           286,075             22,297
Other Income                                   - 0 -              - 0 -
Other Expense                                  5,109              - 0 -

Net Loss                                   $(291,184)          $(22,297)

Income Per Share, Basic
 and Diluted                               $    0.00           $   0.00

Revenue. Our revenue was zero for the three months ended March 31, 2005 and 2004
respectively.

Other income.  No "other income" was recognized for the three months ended March
31, 2005 or 2004, respectively.

Operating Expenses. Operating expenses for the three months ended March 31, 2005
was $286,075,  compared to operating expenses of $ 22,297 for the same period in
2004. The increase in operating  expenses results  primarily from an increase in
payroll, stock based compensation, professional fees incurred in connection with
the merger and related public company  filings,  and an increase in research and
development costs.

Net Loss.  Our net loss for the three  months  ended March 31, 2005 was $291,184
compared to net losses of $ 22,297 for the same period in 2004.  The increase in
net loss results primarily from the absence of revenue or "other income" coupled
with the increase in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005 we had $ 3,158 in cash.  We have no other liquid  assets.  The
company intends to finance its activities  through use of the private and public
debt and equity financing, including use of the $ 600,000 note to Montgomery and
the Standby Equity Distribution Agreement. Prior to the Cornell transaction, the
company financed its activities  primarily through loans from, and loans secured
by,  related  parties.  Our cash  requirements  for the next  twelve  months are
approximately   $2.8  million,   including   requirements  for  working  capital
(estimated  to  be  approximately   $1.2  million),   research  and  development
(estimated to be approximately  $200,000),  personnel additions (estimated to be
approximately  $100,000),  licensing and enforcement activities (estimated to be
approximately  $200,000)  and  debt  service  and  repayment  (estimated  to  be
approximately  $1.1 million).  The company expects to obtain the necessary funds
during the course of the  twelve-month  period  and will  manage its  activities
accordingly.  The terms of the Standby Equity Distribution Agreement provide for
the potential  ability for the company to draw up to $10 million over the course
of 24 months, which is in excess of the


                                       19
<PAGE>

company's cash requirements  during that period. In the event we are not able to
draw  sufficient  funds from the Standby Equity  Distribution  Agreement we will
seek to obtain funding from other means, including the use of private and public
debt and equity financing.

Prior to the August 2004 reverse  merger,  the Company  financed its  activities
primarily  through  investments  and loans from,  or loans  secured by,  related
parties.  Subsequent to the merger,  the Company obtained financing through bank
loans and related party loans.

We received an audit opinion for the fiscal year ended December 31, 2003 and for
the fiscal year ended  December 31, 2004 that includes a "going  concern"  risk,
which  raises  substantial  doubt  regarding  our ability to continue as a going
concern.  We are in  development  stage and do not  believe  that cash flow from
operations  will be sufficient to fund our  activities  over the next 12 months.
Our  ability  to  continue  as a  going  concern  is  dependent  upon  obtaining
additional  capital and debt  financing.  Until we can generate  sufficient cash
flow from our operations (which we do not anticipate in the foreseeable  future)
we expect to finance  future cash needs  through  private and public  financing,
including equity financing. We cannot be certain that additional funding will be
available as needed, or upon terms that are favorable.  In addition, we may need
to curtail  the  implementation  of our core  business  activities  and plans if
funding is not available.

During the period  between  January 1, 2005 and February  23, 2005,  the Company
elected to draw down  substantially all of the remaining balance on its $250,000
line of credit.  Additionally,  during this same  period the Company  elected to
draw down  approximately  $ 30,000 from the $ 55,000 line of credit  arrangement
with Trust III.

On  February  22,  2005,  Trust III paid the  Company  $20,000 to repay  amounts
previously  owed  to the  Company  and  previously  included  on  the  Company's
financial  statements  as "Due From Related  Party." As of February 22, 2005, no
amounts are currently owed to the Company from Trust III or any other related or
affiliated party.

CAPITAL EXPENDITURES AND COMMITMENTS

We did not  acquire a material  amount of fixed  assets  during the three  month
period  ending March 31, 2005 and currently do not plan to do so during the next
fiscal year.

OFF-BALANCE SHEET ARRANGEMENTS

We do not currently have any off-balance sheet arrangements.

SUBSEQUENT EVENTS

On April 14,  2005,  the  Company  entered  into a Standby  Equity  Distribution
Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant to the Standby
Equity Distribution  Agreement and subject to the terms and conditions contained
therein, the Company may, at its discretion, periodically sell to Cornell shares
of common  stock for a total  purchase  price of up to $10.0  million.  For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell will pay the Company 98% of the lowest volume weighted  average price of
the Company's  common stock as quoted by Bloomberg,  LP on the  Over-the-Counter
Bulletin Board or other principal  market on which the Company's common stock is
traded for the 5 days immediately  following the notice date.  Further,  Cornell
will retain 6% of each


                                       20
<PAGE>

advance under the Standby Equity Distribution  Agreement. In connection with the
Standby  Equity  Distribution  Agreement,   Cornell  received  a  fee  including
3,800,000  shares of  common  stock of which  1,900,000  shares  were  issued on
execution of the Standby  Equity  Distribution  Agreement and 1,900,000  will be
issued on the second installment (as defined below).

Pursuant  to the  terms of a  registration  rights  agreement,  the  Company  is
required  to register  the shares  issued to Cornell as well as the shares to be
issued pursuant to the Standby Equity Distribution Agreement within 40 days from
the date of execution of the agreements and is required to have the registration
statement declared  effective 105 days from the date thereof.  In the event that
the registration  statement is not filed or declared effective within these time
limits, the Company may be subject to liquidated damages in the amount of $5,000
per month and may be deemed in default of the operative agreements.

Pursuant to the Standby Equity Distribution Agreement, Cornell was also issued a
warrant  for  200,000  shares of the  Company's  common  stock.  The  warrant is
exercisable  for a period of two (2) years from the date of  issuance,  which is
April 14,  2005.  The  exercise  price per share  under the warrant is $0.01 per
share and the shares issuable upon exercise of the warrant are to be included in
the registration statement.

In connection with the Standby Equity Distribution Agreement the Company entered
into the Placement  Agent  Agreement  with Monitor  Capital,  Inc.  ("Monitor").
Pursuant to the Placement Agent Agreement, the Company paid a one-time placement
agent fee of 200,000 shares of common stock equal to approximately $10,000 based
on the market price of the common stock at the time of issuance.

The Company  also entered into an agreement  with  Knightsbridge  Holdings,  LLC
whereby  Knightsbridge  will assist the Company in a variety of areas including,
but not limited to financial,  strategic and related  developmental  growth. The
agreement  runs for a term of six (6) months,  starting  April 1, 2005, and will
continue on a month-to-month basis subject to a right to cancel upon thirty (30)
days written  notice.  The Company is obligated to pay  Knightsbridge  a monthly
retainer of  $2,000.00  and also  4,441,000  shares of our common  stock,  which
amount represents 1.5% of the Company's issued and outstanding common stock on a
fully diluted basis.  Knightsbridge is also entitled to additional  compensation
in the future based upon any transactions that they bring to the Company.

Simultaneous  with the execution of the Standby Equity  Distribution  Agreement,
the Company  executed a Promissory Note in favor of Montgomery  Equity Partners,
Ltd.  ("Montgomery")  in the principal amount of $600,000.  The Company plans on
using the proceeds of the Note as bridge  financing.  The Note  proceeds will be
received by the Company in two installments of $300,000.  The first  installment
was due upon execution of the Note and was paid and the second installment is to
be  received  by the  Company  two (2) days prior to the  filing of the  related
registration  statement.  The Note accrues  interest at the rate of  twenty-four
(24%) percent per year and matures one (1) year from its issuance  date. For the
first six (6)  months,  the  Company  shall  make  payments  of  interest  only.
Thereafter,  the Company  shall make  payments of principal  and interest as set
forth in the Note.  Notwithstanding the foregoing, the first two (2) payments of
interest are to be deducted  from the first  installment  payment and the second
(2) months of interest are to be deducted from the second  installment  payment.
The Note is secured by a first priority lien on all of the Company's  assets. As
further  security  for the  Company's  obligations  under the Note,  the Company
pledged  60,000,000  shares of its common stock to  Montgomery.  In the Event of
Default under the Note,  Montgomery  shall have the right to receive the pledged
shares at a rate equal to three  times the number of shares of the common  stock
to be necessary to effectuate  repayment of the  principal and accrued  interest
due and outstanding, from the pledged shares at the price per share equal to the
closing bid price of the Company's common stock, as quoted by Bloomberg,  LP, on
the date of issuance of the Note.

On April 28, 2005, Mr. Leigh M. Rothschild, as the sole Director of the Company:
(a) approved an Amendment to the  Certificate  of  Incorporation  increasing the
authorized Common Stock from


                                       21
<PAGE>

500,000,000  to  750,000,000;  (b)  increasing  the number of  Directors  on the
Company's  Board to four (4)  Directors;  and (c)  appointing  Jeffrey  W. Sass,
Michael R.  Moore,  and Adam  Bauman as  additional  Directors  of the  Company,
subject to the filing and mailing of the requisite Form 14-C with the Securities
and Exchange Commission.

On April 28, 2005,  Trust III, Jay Howard Linn,  Trustee,  owning  approximately
42%,  Jeffrey  W.  Sass,  owning   approximately  22%,  Michael  Moore,   owning
approximately  3% and  Leigh  M.  Rothschild,  owning  approximately  16% of the
outstanding  shares of common stock of the Company,  as of the applicable record
date, each signed a written  consent  approving the Amendment to the Certificate
of  Incorporation  in  accordance  with the  provisions  of  Section  228 of the
Delaware Corporation Law.

NEW ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the FASB issued SFAS No. 123 ("SFAS  123")  (revised  2004)
"Share-Based Payment".  This Statement requires that the cost resulting from all
share-based transactions be recorded in the financial statements.  The Statement
establishes  fair value as the  measurement  objective in accounting  for share-
based payment arrangements and requires all entities to apply a fair-value-based
measurement in accounting for share-based  payment  transactions with employees.
The  Statement  also  establishes  fair value as the  measurement  objective for
transactions  in which an entity  acquires goods or services from non- employees
in share-based payment transactions. The Statement replaces SFAS 123 "Accounting
for Stock-Based  Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to  Employees".  The provisions of this Statement will be effective
for the Company  beginning with its fiscal year ending 2005. The has adopted the
provisions of SFAS No. 123.

In May 2003, the Financial Account Standards Board issued Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics  of Both Liabilities and Equity"  (hereinafter  "SFAS No. 150").
SFAS No.  150  establishes  standards  for  classifying  and  measuring  certain
financial  instruments with  characteristics  of both liabilities and equity and
requires that those  instruments  be classified as  liabilities in statements of
financial  position.  Previously,  many of those  instruments were classified as
equity.  SFAS No. 150 is effective  for  financial  instruments  entered into or
modified  after May 31, 2003 and  otherwise is effective at the beginning of the
first interim period  beginning  after June 15, 2003. The company has determined
that there was no impact from the adoption of the statement.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non-monetary  Assets" -
an  amendment  of APB Opinion No. 29. This  Statement  amended APB Opinion 29 to
eliminate the exception for non- monetary exchanges of similar productive assets
and replaces it with a general  exception for exchanges of  non-monetary  assets
that do not have commercial  substance.  A non-monetary  exchange has commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly as a result of the exchange.  The adoption of this Standard is not
expected to have any material  impact on the  Company's  consolidated  financial
position, results of operations or cash flows.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations
is based upon our financial  statements,  which have been prepared in accordance
with  accounting  principals  generally  accepted  in  the  United  States.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates


                                       22
<PAGE>

on various assumptions that we believe to be reasonable under the circumstances,
the results of which form the basis for making  judgments  about carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

We believe the following critical accounting policy affects our more significant
judgments and estimates used in the preparation of our financial statements:

Depreciation. The company uses the 200% double declining balance method.

Going Concern.

We have been in the exploration  stage since inception and has not generated any
revenues  from its planned  operations,  has recorded a loss of $291,184 for the
period ended March 31, 2005,  and is in serious need of additional  financing to
fully  implement its planned  exploration.  These factors among others  indicate
that Trust may be unable to continue  as a going  concern,  particularly  in the
event that it cannot obtain  additional  financing.  The accompanying  financial
statements  do not include any  adjustments  relating to the  recoverability  of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event Trust cannot continue in existence.

                                  RISK FACTORS

WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND
UNCERTAINTIES  DESCRIBED  BELOW AND THE OTHER  INFORMATION IN THIS FILING BEFORE
DECIDING TO PURCHASE OUR COMMON  STOCK.  IF ANY OF THESE RISKS OR  UNCERTAINTIES
ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE
MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT. THE FOLLOWING ARE ALL
THE MATERIAL RISKS KNOWN TO THE COMPANY.

                         RISKS RELATING TO OUR BUSINESS

We have had a history of operating losses

The  company has a history of  operating  losses and there is no  guarantee  the
company will be able to achieve a positive  operating  income in the future and,
if achieved,  sustain such positive  operating  income.  For the period July 19,
2001  (inception)  to March 31, 2005,  the company had an aggregate  net loss of
$713,810.Accordingly,  an investment in the company is extremely  speculative in
nature and involves a high degree of risk.

Our business is depended on the  explotation of our portfolio of patents,  which
is to dave have generated limited income.

We are a development  stage company and have a limited  income  history from the
licensing of our technology.  While the company  generated in excess of $700,000
in other income during 2004,  there can be no assurance  that we will be able to
continue  to  generate  income or achieve  profitability  in the future from our
intended operations.  If profitability is achieved there is no assurance that it
can be sustained.  We anticipate that creating and marketing new technology will
require additional expenditures.  Accordingly,  an investment in us is extremely
speculative in nature and involves a high degree of risk.


                                       23
<PAGE>

If our  applications  for pending  patents  are not granted it could  materially
affect our business

We have applied for patent protection for some aspects of its technology.  There
can be no guarantee or assurance that the patents or trademarks applied for will
be awarded.  In the event the company is not awarded certain patent or trademark
claims,  or if other  companies are granted patent  protection on similar and/or
competing  technology,  it may be difficult for us to maintain an advantage over
our  competition.  Even if our patent or  trademarks  are  granted,  there is no
assurance that competitors will not infringe upon them, or the company's already
issued patent.

If we are  unable to  protect  our  intellectual  property,  this  could  have a
material adverse effect on the company

Our ability to compete  depends,  in part,  upon  successful  protection  of our
proprietary  property.  We plan to protect proprietary and intellectual property
rights through available patent,  copyright and trademark laws and licensing and
distribution arrangements with reputable companies.  Despite these precautionary
measures,  existing  patent,  copyright and  trademark  laws afford only limited
protection in certain  jurisdictions.  We may  distribute our solutions in other
jurisdictions in which there is no protection.  As a result,  it may be possible
for unauthorized third parties to copy and distribute our intellectual property.
This could result in a material adverse effect on the company.

Litigation to enforce our intellectual property rights can be time-consuming and
costly

In connection  with our  intellectual  property,  litigation may be necessary to
enforce  and protect our  intellectual  property  rights,  or to  determine  the
validity  and scope of the  proprietary  rights  of others or to defend  against
claims of infringement or invalidity. Any such litigation could take an extended
period  of  time to  resolve  and,  even if the  company  is  successful  in the
litigation,  result in  significant  costs and the  diversion of resources  that
could have a  material  adverse  effect on our  business,  operating  results or
financial condition.  In addition,  there is no assurance that the company would
be able to collect any damages should it receive a favorable judgment against an
infringer.  We may also  receive  notice  of  claims  of  infringement  of other
parties'  proprietary  rights.  There can be no assurance that  infringement  or
invalid  claims will not  materially  adversely  affect our business,  financial
condition or results of operations.

We are controlled by our principal shareholders

At present,  our principal  shareholders own approximately 83% of the issued and
outstanding  common  stock and  therefore  have the  ability to elect all of the
members  of the Board of  Directors  of the  company.  As such,  control  of the
company  will  remain with the  controlling  shareholders  who will  continue to
formulate business decisions and policy.

We are  reliant on key  personnel  and if we lose any of its key  employees,  it
could have a material adverse effect on our business and operations

Our success depends largely on highly skilled personnel. In particular,  we rely
on the skills of Leigh M. Rothschild, who developed the technology which we have
patented,  and on whom we would rely to update and customize  the  technology as
necessary.  We  also  rely  upon  personnel  having  skills  in  areas  such  as
determining  the validity of  intellectual  property,  maintaining  intellectual
property, identifying infringing parties, and developing and commercializing the
company's  intellectual  property. The loss of the services of any key personnel
could adversely affect us.


                                       24
<PAGE>

Developing application prototypes can be time consuming and complicated

Developing  prototype  applications  based  upon our  patents  and  intellectual
property  can be  time-consuming  and  complicated.  Problems  and delays in the
application development and deployment process often arise. Given that we expect
a portion of our future revenue to come from licensing  particular  applications
of our  patents  and  intellectual  property,  any  problems  or  delays  in the
application  development  and  deployment  process  could  adversely  affect our
revenue.

We do not carry liability insurance or business interruption insurance

We carry customary Director's & Officer's Insurance, but we do not carry general
liability insurance or business  interruption  insurance at this time. We intend
to purchase such  insurance  when we deem such an investment to be  economically
prudent.  Consequently,  if any peril or event  occurs  that would  subject  the
company to liability or business  interruption,  we will not be insured for that
loss.  Such an event  could  severely  affect our  ability to conduct our normal
business  operations and adversely  affect both our business  operations and our
revenue.

We  need  additional  financing  and if we  are  unable  to  raise  the  capital
necessary,  we may be  forced  to  abandon  or  curtail  our  business  plan  or
operations

As of March 31, 2005, the company's working capital (current assets lets current
liabilities)  was  ($532,095).   Other  than  the  Standby  Equity  Distribution
Agreement,  the company does not have any  continual  commitments  or identified
sources of additional capital from third parties or from its officers, directors
or majority  shareholders.  There is no assurance that additional financing will
be available on favorable terms, if at all.

Our auditors have expressed an opinion that there is substantial doubt about our
ability to continue as a going concern

In its report  dated  February 7, 2005,  Salberg & Company,  P.A.  expressed  an
opinion that there is substantial doubt about our ability to continue as a going
concern.  As  discussed in the  accompanying  unaudited  consolidated  financial
statements,  for the first  quarter  ending March 31,  2005,  the company had no
revenues, a net loss of $291,184,  cash used in operations of $177,049 a working
capital deficiency of $532,095, a stockholder's  deficiency of $ 774,439, and an
accumulated  deficit during the development stage of $713,810.  If we are unable
to continue as a going concern, you may lose your entire investment.

There is a limited  public market for our common stock and  stockholders  may be
unable to liquidate their shares

Our common stock is listed on the Over-the-Counter  Bulletin Board, and there is
a limited volume of sales,  thus  providing a limited  liquidity into the market
for our  shares.  Moreover,  the  price of our  shares  may be  subject  to wide
fluctuations in response to several factors,  including,  but not limited to the
sale of shares  received by Cornell  upon draw downs  under the  Standby  Equity
Distribution  Agreement.  The size of such sales could be substantially  greater
than the  normal  amount of  trading  occuring  in our  stock  and could  have a
substantial influence on the price of our stock.

Our shares are traded on the  Over-The-Counter  Bulletin  Board. In recent years
the stock market in general has experienced extreme price fluctuations that have
often times have been  unrelated to the  operating  performance  of the affected
companies.  Similarly,  the market price of our common stock may fluctuate based
upon factors unrelated or disproportionate to our operating  performance.  These
market  fluctuations,   as  well  as  general  economic,  political  and  market
conditions may adversely affect the market price of our shares.


                                       25
<PAGE>

The company is reliant on key  personnel and if the company loses any of its key
employees,  it  could  have  a  material  adverse  effect  on our  business  and
operations

The company's success depends largely on highly skilled  personnel.  The company
relies  heavily upon personnel  having skills in areas such as  determining  the
validity  of   intellectual   property,   maintaining   intellectual   property,
identifying infringing parties, and developing and commercializing the company's
intellectual  property.  The loss of the  services  of any key  personnel  could
adversely affect the company.

The  company  may not be able to manage  growth  effectively  and the  company's
business,  results of  operations  and  financial  condition  could be adversely
affected

The company's growth is expected to place a significant  strain on the company's
managerial,  operational and financial resources. There can be no assurance that
the  company's  systems,  procedures or controls will be adequate to support the
Company's  operations or that the company's  management  will be able to achieve
the rapid execution necessary to unsuccessfully  implement its business plan. If
the company is unable to manage  growth  effectively,  the  company's  business,
results of operations and financial condition will be adversely affected.

We are subject to price volatility due to our operations materially fluctuating;
as a result, any quarter-to- quarter comparisons in our financial statements may
not be meaningful.

As a result of the evolving  nature of the markets in which we compete,  and the
early stage in  development  of our business plan, we believe that our operating
results  may  fluctuate  materially,  as a result  of  which  quarter-to-quarter
comparisons of our results of operations  may not be  meaningful.  Until we have
developed  and  demonstrated  uses for our  technology  which is  accepted  by a
significant  number  of  customers  on a regular  basis  (through  licensing  or
otherwise) our quarterly results of operations may fluctuate significantly.

We do not expect to pay dividends for the foreseeable future

We have not declared or paid, and do not  anticipate  declaring or paying in the
foreseeable  future,  any cash dividends on our common stock. Our ability to pay
dividends is dependent upon, among other things, our future earnings, if any, as
well as our operating and financial  condition,  capital  requirements,  general
business  conditions and other pertinent  factors.  Furthermore,  any payment of
dividends  by us is  subject  to the  discretion  of  our  board  of  directors.
Accordingly,  there is no assurance  that any dividends will ever be paid on our
common stock.

Our common stock is deemed to be "penny stock," which may make it more difficult
for investors to sell their shares due to suitability requirements

Our common  stock is deemed to be "penny  stock" as that term is defined in Rule
3a51-1  promulgated under the Securities  Exchange Act of 1934. Penny stocks are
stocks:  (a) With a price of less than $5.00 per share;  (b) That are not traded
on a  "recognized"  national  exchange; (c) Whose  prices  are not quoted on the
Nasdaq automated  quotation system; (d) Nasdaq stocks that trade below $5.00 per
share are  deemed a "penny  stock"  for  purposes  of  Section  15(b)(6)  of the
Exchange Act; (e) Iissuers  with net tangible  assets less than $2.0 million (if
the issuer has been in  continuous  operation  for at least three years) or $5.0
million (if in continuous  operation for less than three years), or with average
revenues of less than $6.0 million for the last three years.

Broker/dealers  dealing  in penny  stocks  are  required  to  provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to sell  shares to third  parties or to  otherwise  dispose of them.  This
could cause our stock price to decline.


                                       26
<PAGE>

ITEM 3 CONTROLS AND PROCEDURES. See attached Certifications.

We  maintain   disclosure  controls  and  procedures  designed  to  ensure  that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported within the specified time periods.  As of the end of the period covered
by this Report,  our Chief Executive  Officer and Acting Chief Financial Officer
evaluated  the  effectiveness  of our  disclosure  controls and  procedures  and
internal  control  over  financial  reporting.  Based on the  evaluation,  which
disclosed  no  significant  deficiencies  or  material  weaknesses,   our  Chief
Executive  Officer  and  Acting  Chief  Financial  Officer  concluded  that  our
disclosure   controls  and  procedures  and  internal  controls  over  financial
reporting  have been  designed and are being  operated in a manner that provides
reasonable  assurance  that the  information  required to be  disclosed by us in
reports  filed  under  the  Securities  Exchange  Act of 1934,  as  amended,  is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms. A system of controls,  no matter how well designed
and operated,  cannot  provide  absolute  assurance  that the  objectives of the
systems of controls are met, and no evaluation of controls can provide  absolute
assurance  that all control  issues and  instances  of fraud,  if any,  within a
company have been detected. There were no changes in our disclosure controls and
procedures or internal control over financial reporting that occurred during the
quarter covered by this Report that have materially affected,  or are reasonably
likely to materially affect, our internal control over financial reporting.


                                       27
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) As  consideration  for the  merger  between  Trust  Licensing  Inc.  and New
Mountaintop  Corp., the registrant issued  270,072,000  shares (the "Shares") of
its common stock, par value $.0001 per share, representing  approximately 93% of
the issued and outstanding  shares of the registrant (after giving effect to the
1:10 reverse  stock split having a record date prior to the issuance of Shares).
The  information has already been included in a Current Report on Form 8-k filed
on August 25, 2004.

(b) As part of the merger, the registrant redeemed 2,000,000 (post-split) shares
of its common stock from

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Period        (a) Total        (b) Average Price        (c) Total Number of Shares          (d) Maximum
              number of        Paid per share           Purchased as Part of Publicly       Number of Shares
              shares                                    Announced Plans or Programs         that may be
              purchased                                                                     Purchased Under
                                                                                            the Plans or
                                                                                            Programs
------------------------------------------------------------------------------------------------------------
<C>           <C>              <C>                      <C>                                 <C>
07/01 -       0                0                        0                                   0
07/31
------------------------------------------------------------------------------------------------------------
08/01 -       2,000,000        $135,000                 2,000,000                           0
08/31                          2,000,000
                               = $0.0675
------------------------------------------------------------------------------------------------------------
09/01         0                                         0                                   0
09/30
------------------------------------------------------------------------------------------------------------
TOTAL         2,000,000                                 2,000,000                           0
------------------------------------------------------------------------------------------------------------
</TABLE>

Footnotes:

1)    The merger plan was announced and executed on August 24, 2004.

2)    An amount of $135,000 was approved for the repurchase of 2,000,000  shares
      on August 23, 2004,  payable to Marc Golden,  the sole director and former
      principal shareholder of New Mountaintop Corp.

      (c) As part of the financing  transaction with Cornell, the company issued
      shares as follows:

<TABLE>
<CAPTION>
Period                      (a) Total        (b) Average Price     (c) Total Number of      (d) Maximum
                            number of        Paid per share        Shares Purchased as      Number of Shares
                            shares                                 Part of Publicly         that may be
                            purchased                              Announced Plans or       Purchased Under
                                                                   Programs                 the Plans or
                                                                                            Programs

<S>                         <C>              <C>                                            <C>
Cornell Capital, L.P. (4-   1,900,000        0.0001                -                        1,900,000(1)
14-2005)

Knightsbridge               4,441,000        0.0001                -                        4,441,000
Holdings, LLC (4-14-
2005)
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>
<S>                         <C>              <C>                                            <C>
Monitor Capital, Inc.       200,000          0.0001                -                        200,000
(4-14-2005)

Cornell Capital, Inc.       200,000(2)                                                      200,000
(4-14-2005)

TOTAL                       6,741,000        0.0001                0                        6,741,000
</TABLE>

      Footnote:

      (1) An  additional  1,900,000  shares are to be issued upon receipt of the
second installment under the Montgomery Note.

      (2) Warrant  issued in  connection  with the Standby  Equity  Distribution
Agreement with Cornell.

Item 3. Defaults Upon Senior Securities.

      Not Applicable

Item  4. Submission of Matters to a Vote of Security Holders.

On April 28, 2005, Mr. Leigh M. Rothschild, as the sole Director of the Company,
approved the  Amendment  to the  Certificate  of  Incorporation  increasing  the
authorized Common Stock from 500,000,000 to 750,000,000.  Thereafter, Trust III,
Jay Howard Linn,  Trustee,  owning  approximately  42%, Jeffrey W. Sass,  owning
approximately  22%,  Michael  Moore,  owning   approximately  3%  and  Leigh  M.
Rothschild,  owning  approximately 16% of the outstanding shares of common stock
of the Company, as of the Record Date, each signed the written consent approving
the Amendment to the Certificate of Incorporation  and adding new members to the
Company's Board of Directors in accordance with the provisions of Section 228 of
the Delaware Corporation Law.

On April 28, 2005, Mr. Leigh M. Rothschild, as the sole Director of the Company,
executed a resolution:  (a)  increasing the number of Directors on the Company's
Board to four (4)  Directors;  and (b) appointing  Jeffrey W.  Sass,  Michael R.
Moore,  and Adam Bauman as additional  Directors of the Company,  subject to the
filing and mailing of the requisite  Form 14-C with the  Securities and Exchange
Commission.

Voting Securities of the Company

As of September 27 there were  300,507,663  shares of the Company's Common Stock
issued and outstanding,  (which does not include  62,000,000  treasury  shares).
Each  share of Common  Stock  entitles  the  holder  thereof to one vote on each
matter that may come before a meeting of the stockholders.


                                       29
<PAGE>

Item 5. Other Information.

Not Applicable

Item 6. Exhibits and Reports on Form 8-K.

Form 8-K filed with the Securities and Exchange Commission on August 25, 2004.

Form 8-K filed with the Securities and Exchange Commission on October 12, 2004.

Form 8-K/A filed with the  Securities  and  Exchange  Commission  on October 22,
2004.

Form 8-K/A filed with the  Securities  and  Exchange  Commission  on November 8,
2004.

Form 8-K filed with the Securities and Exchange Commission on March 14, 2005.

Form 8-K filed with the Securities and Exchange Commission on April 18, 2005.

Form 8-K filed with the Securities and Exchange Commission on April 29, 2005.


                                       30
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            Connected Media Technologies, Inc.
                                            f/k/a Trust
                                            Licensing, Inc.

                                            By: /s/ Jeffrey W. Sass
                                                --------------------------------
                                                Jeffrey W. Sass, CEO
Dated: September 30, 2005

                                            By: /s/ Jay Howard Linn
                                                --------------------------------
                                                Jay Howard Linn, Acting CFO
Dated: September 30, 2005


                                       31
<PAGE>

                                  CERTIFICATION

I, Jeffrey Sass,  Chief Executive  Officer and Jay Howard Linn,  Chief Financial
Officer, certify that:

1. We have  reviewed  this Form 10-QSB of  Connected  Media  Technologies,  Inc.
formerly known as Trust Licensing, Inc.;

2. Based on our knowledge,  this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.  Based on our  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)):

      (a)  Designed  such  disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      (b) Evaluated the  effectiveness of the registrant's  disclosure  controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

      (c)  Disclosed  in this  report  any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

5. The registrant's other certifying officer(s) and we have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

      (a) All significant  deficiencies and material weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

      (b) Any fraud, whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


<PAGE>

6. We have  indicated  in this  report  whether  or not there  were  significant
changes in internal controls or in other factors that could significantly affect
internal controls or in other factors that could  significantly  affect internal
controls  subsequent  to the date or our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

Date:  September   30, 2005

                                        /s/ Jeffrey W. Sass
                                        ----------------------------------------
                                        Jeffrey W. Sass, Chief Executive Officer

                                        /s/ Jay Howard Linn
                                        ----------------------------------------
                                        Jay Howard Linn, Chief Financial Officer


<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Connected Media Technologies, Inc. f/k/a
Trust  Licensing,  Inc. (the "Company") on Form 10-QSB for the quarterly  period
ending March 31, 2005 as filed with the  Securities  and Exchange  Commission on
the date hereof (the "Report"),  I Jeffrey Sass, Chief Executive Officer and Jay
Howard Linn,  Chief Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  ss.1350,  as adopted  pursuant to ss.906 of the  Sarbanes-  Oxley Act of
2002, that to my knowledge:

1. The Report fully complies with the  requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

                                        /s/ Jeffrey W. Sass
                                        ----------------------------------------
                                        Jeffrey Sass, Chief Executive Officer

                                        /s/ Jay Howard Linn
                                        ----------------------------------------
                                        Jay Howard Linn, Chief Financial Officer

Date: September 30, 2005

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.