UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

_________________

FORM lO-QSB

_________________

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
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 Identification No.)of Incorporation or Organization)

950 South Pine Island RoadSuite A150-1094Plantation, Florida
33324(Address of Principal
Executive Offices)

(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 l5( 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.

Yes  No

Check whether the registrant filed
all documents and reports required to be filed by Section 12, 13 or l5(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a court.

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
30,2005.

Transitional Small Business
Disclosure Format (check one):

Yes  No

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CONNECTED MEDIA TECHNOLOGIES, INC.FORM 10QSBFOR THE QUARTERLY
PERIOD ENDING SEPTEMBER 30, 2005

PART I   FINANCIAL INFORMATION

Item 1.    Consolidated
Financial Statements

Consolidated Balance Sheet (Unaudited)

Consolidated Statements of Operations (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Notes to Unaudited Consolidated Financial Statements

Item 2.   Management's Discussion and Analysis and Results of Operations

Item 3.    Controls and
Procedures

Part II    OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 3.   Defaults Upon
Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits and Reports of Form 8-K

Signatures

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Connected Media Technologies, Inc. and Subsidiary(A Development Stage Company)Consolidated Balance SheetSeptember 30, 2005(Unaudited)

ASSETS

|                                                          |        
|--------------------------------------------------------- | -------
|Current Assets                                            |        
|Cash                                                      |        
|Prepaid expenses                                          |        
|                                                          | 
|Total Current Assets                                      |        
|                                                          | 
|Office equipment, net of $22,008 accumulated depreciation |        
|                                                          |        
|Total Assets                                              |        
|                                                          | 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

|                                                                   |          
|------------------------------------------------------------------ | ---------
|Current Liabilities                                                |          
|Accounts payable                                                   |          
|Accounts payable - related party                                   |          
|Accrued expenses                                                   |          
|Accrued compensation - officers                                    |          
|Accrued payroll taxes payable                                      |          
|Accrued interest payable - related party                           |          
|Accrued interest payable                                           |          
|Note payable - related party                                       |          
|Note payable                                                       |          
|                                                                   | 
|Total Current Liabilities                                          |          
|                                                                   | 
|Long Term Liabilities                                              |          
|Line of credit                                                     |          
|                                                                   | 
|Total Liabilities                                                  |          
|                                                                   | 
|                                                                   |          
|Commitments and Contingencies (See Note 9)                         |          
|Stockholders' Deficiency                                           |          
|Preferred stock,  $0.0001 par value; 10,000,000 shares authorized, |          
|none issued  and outstanding                                       |          
|Common stock,  $0.0001 par value; 750,000,000 shares authorized,   |          
|302,507,663 shares issued 300,507,663 outstanding                  |          
|Additional paid-in capital                                         |          
|Deficit accumulated during the development stage                   |          
|                                                                   | 
|                                                                   |          
|                                                                   | 
|Less:  Deferred equity line commitment fee                         |          
|Less:  Deferred compensation                                       |          
|Less:  Deferred consulting                                         |          
|Less:  Treasury stock (2,000,000 shares at cost)                   |          
|                                                                   |          
|Total Stockholders' Deficiency                                     |          
|                                                                   | 
|                                                                   | 
|Total Liabilities and Stockholders' Deficiency                     |          
|                                                                   | 

See accompanying notes to unaudited consolidated financial statements.

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Connected Media Technologies, Inc. and Subsidiary(A Development Stage Company)Consolidated Statements of Operations(Unaudited)

`For the Period from
                                              Three Months Ended                Nine Months Ended                  July 19, 2001
                                                September 30,                     September 30,                   (Inception) to
                                              2005           2004              2005             2004            September 30, 2005
                                           -------------------------    ------------------------------------    -------------------
Revenue                                    $        -     $      -      $           -      $          -         $             -
                                           -------------------------    ------------------------------------    -------------------

Operating Expenses
 Payroll contract services and stock
  based compensation                          154,350         175,244         460,950           232,873                 830,502
 Professional fees                            137,037         145,476         329,689           293,606                 807,422
 Research and development                       3,688           9,194          25,953             9,194                  56,147
 Rent                                           7,606          12,717          21,423            12,717                  40,678
 Depreciation                                   1,754           2,556           5,261             6,841                  27,866
 Costs of recapitalization                          -          62,217               -            62,217                  62,217
 Equity line commitment fee expense            25,658               -          45,189                 -                  45,189
 General and administrative                    56,196          11,016         195,370            39,978                 276,341
 Impairment loss                                   -               -                -                 -                  61,265
                                              -------         -------       ---------          --------                 -------
Total Operating Expenses                      386,289         418,420       1,083,835           657,426               2,207,627
                                              -------         -------       ---------          --------               ---------

Loss from Operations                         (386,289)       (418,420)     (1,083,835)         (657,426)             (2,207,627)
 Other Income (Expense)

Other income                                        -               -               -           700,000                 705,000
 Interest expense                             (43,376)           (669)        (76,069)             (669)                (79,903)
                                              -------         -------       ---------           -------               ---------
Total Other Income (Expense), net             (43,376)           (669)        (76,069)          699,331                 625,097
                                              -------         -------       ---------           -------               ---------

Net Income (Loss)                        $   (429,664)   $   (419,089)  $  (1,159,904)     $     41,905          $   (1,582,530)

Net Income (Loss) Per Share
 Basic and Diluted                              (0.00)          (0.00)          (0.00)             0.00                   (0.01)
                                              -------         -------       ---------           -------               ---------
                                              -------         -------       ---------           -------               ---------
Weighted average number of shares
  outstanding during the period
  basic and diluted                       298,860,952     279,722,029     297,176,014       273,312,156             276,745,212
                                          -----------     -----------     -----------       -----------             -----------
                                          -----------     -----------     -----------       -----------             -----------`

See accompanying notes to unaudited consolidated financial statements

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Connected Media Technologies, Inc.A Development Stage Company)Consolidated Statements of Cash Flows(Unaudited)

`For the
                                                                                                 Period from
                                                                  Nine Months Ended            July 19, 2001
                                                                    September 30, 2005         (Inception)to
                                                                    2005        2004          September 30, 2005
                                                                  --------------------        ------------------
Cash Flows From Operating Activities:
Net Income (Loss)                                            $(1,159,904)   $   41,905        $    (1,582,530)
Adjustments to reconcile net income (loss) to net cash
 Provided by (Used in) operations:
Depreciation                                                       5,261         6,841                 27,866
Stock options issued for services                                    836             -                    836
Stock issued for services                                          6,000        50,000                 56,000
Recognition of stock based compensation for prior employee        25,496             -                 25,496
 stock option grant
Recognition of equity line commitment fee expense                 45,189             -                 45,189
Recognition of deferred compensation                               1,368             -                  1,368
Recognition of deferred consulting                               138,398             -                138,398
Impairment loss - patent and trademark                                 -             -                 61,265
Changes in operating assets and liabilities:
(Increase) Decrease
Prepaid Expenses                                                 (11,176)            -                (11,176)
Increase (Decrease)
Accounts payable                                                  58,149       (18,219)                84,295
Accounts payable - related party                                  56,465        13,657                104,164
Accrued expenses                                                  32,498         4,579                 43,143
Accrued compensation - officers                                  158,394        40,167                262,495
Accrued payroll taxes payable                                     (1,534)       14,707                 15,742
Accrued interest payable - related party                           6,167           669                 12,312
Accrued interest payable                                           9,749             -                  7,437
                                                                --------       -------                -------
Net Cash Provided by (Used In) Operating Activities             (628,644)      154,306               (707,700)
                                                                --------       -------                -------
Cash Flows From Investing Activities:
Purchase of equipment                                             (8,215)      (11,576)               (40,683)
Patent and trademark cost disbursements                               -              -                (61,265)
Advance to related party                                              -        (20,000)               (20,000)
Loan repayment from related party                                 20,000             -                 20,000
Cash acquired in recapitalization                                     -            405                    405
                                                                 -------        ------                --------
Net Cash Provided By (Used In) Investing Activities               11,785       (31,171)              (101,543)
                                                                 -------        ------                --------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock                                                                 20,000
Proceeds from prom issory notes                                  600,000            -                 600,000
Equity line commitment fee disbursement                          (85,000)           -                 (85,000)
Proceeds from related party notes                                 42,000       165,000                232,000
Rayments on related party notes                                  (30,000)     (266,000)               (30,000)
Recapitalization consideration paid for treasury shares                -             -               (135,000)
Proceeds from line of credit                                      97,000             -                248,375
Proceeds from related party loans                                      -       110,000                266,000
Repayments of related party loans                                      -             -               (266,000
                                                                --------       -------                -------
Net Cash Provided by (Used in) Financing Activities              624,000         9,000                850,375
                                                                --------       -------                -------

Net Increase in Cash                                               7,141       132,135                 41,132
Cash at Beginning of Period                                       33,991         5,880                      -
                                                                --------       -------                 ------
Cash at End of Period                                          $  41,132    $  138,015       $         41,132
                                                                --------       -------                 ------
                                                                --------       -------                 ------
Cash paid for interest                                         $       -    $        -       $              -
                                                                --------       -------                 ------
                                                                --------       -------                 ------
Cash paid for taxes                                            $       -    $        -       $              -`

See
accompanying notes to unaudited consolidated financial statements

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Connected Media
Technologies. Inc. and Subsidiary(A Development Stage
Company)Notes to Unaudited
Consolidated Financial StatementsSeptember 30. 2005(Unaudited)

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.) In connection with the reverse merger, NMC changed its name to Trust
Licensing, Inc. 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.

Subsequently, effective March 28,
2005, the company received by assignment, at zero cost (in an unrelated transaction), all
of the issued and outstanding shares of Connected Media, Inc., an inactive California
corporation with no assets or liabilities. The California corporation had been formed by a
third party in anticipation of a transaction with the company which was never consummated.
The company received this assignment in connection with the decision to change its
corporate name. There was no accounting effect to this transaction. On May 18, 2005, the
parent corporation changed its name to Connected Media Technologies, Inc.

Currently, the consolidated company
consists of the parent corporation, Connected Media Technologies, Inc., its wholly-owned
subsidiary Trust Licensing, Inc., a Florida corporation, and the wholly-owned inactive
subsidiary Connected Media, Inc., a California corporation. For purposes of clarity, the
consolidated entity consisting of the parent and the wholly-owned subsidiaries 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 two issued

U.S.    
          patents, #6,101,534 (#534 Patent) (see Notes 3, 8 and 9(A)) and
          a second patent entitled A Media Validation System, #6,952,697,
          which was issued in October 2005. The company intends to license various
          technologies pursuant to the #534 Patent and the second patent. In addition to
          direct licensing royalty arrangements it intends to enter into, the company has
          also enforced its rights pertaining to the #534 Patent, and may do so with other
          patents that are issued to it.

Activities during the development
stage include acquisition of debt and 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 Connected Media Technologies, Inc. (f/k/a Trust Licensing, Inc.),
a Delaware corporation, and its wholly owned subsidiaries: (a) Trust Licensing, Inc., a
Florida corporation (successor-by-merger to Trust Licensing, LLC); and (b) Connected
Media, Inc., an inactive California corporation. All significant inter-company accounts
and transactions have been eliminated in consolidation.

(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 September 30, 2005 and
2004, and for the period from July 19,2001 (inception) to September 30, 2005, the company
recognized an impairment loss of $0, $0, 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 collectibility is reasonably
assured. The policies set forth below 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 nine months ended September 30, 2005 or 2004 or
for the period from July 19,2001 (inception) to September 30,2005, respectively.

The company recognizes income trom
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
September 30, 2005, the three months ended September 30, 2004, or for the period from July
19,2001 (inception) to September 30,2005.

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 September 30, 2005 or 2004, and $705,000 of other income
for the period from July 19,2001 (inception) to September 30, 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 trom 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 related to the # 534 Patent (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 September 30,
2005 there were 3,500,000 options outstanding (Issued Options) and 200,000
warrants outstanding (Issued Warrants) that could potentially dilute future
earnings per share (See Note 7(D)). For the period from July 19, 2001 (inception) to
September 30,2005, the 3,500,000 Issued Options and 200,000 Issued Warrants represented
the only common share equivalents which could potentially dilute future earnings per
share. The effect of these common stock equivalents is anti-dilutive since the company
reflects a net loss.

(F) Stock Based
Compensation

The company follows the fair value
method under the provisions of Statement of Financial Accounting Standards (SF
AS) 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
SF AS 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.

In December 2004, the FASB issued
SFAS No. 123 (SFAS 123) (revised 2004) Share-Based Payment (SFAS
123R). 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 StockBased 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 January 1,2006. At September 30, 2005, the
company has adopted the provisions of SFAS No. 123R.

See Note 7 for valuations pursuant to
SFAS 123R.

(G) Research and
Development Costs

Pursuant to SF AS No.2,
Research and Development Costs (SF AS 2), disbursements are
expensed as incurred. Research and development expense was $3,688 for the three months
ended September 30,2005, $9,194 for the three months ended June 30, 2004, and $ 56,147 for
the period from July 19, 2001 (inception) to September 30,2005.

Note 3       Patents

Prior to the formation of TLLLC (July
19, 2001), the current Chairman of the company, who is also the primary beneficiary of
Irrevocable Trust Agreement Number I (Trust I)(see below) and Irrevocable
Trust Agreement Number III (Trust III) (see below), had created, maintained
and enhanced the #534 Patent and several patent applications. Pursuant to Staff Accounting
Bulletin Topic 5(G), Transfers of Nonmonetary Assets by Promoters or Shareholders
, the patent and several patent applications were contributed to the company at
their historical cost basis of $0 as determined under generally accepted accounting
principles.

On August 13, 2001, the #534
Patent was validly assigned from the individuaVpromoter 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 SF AS 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                    $    -
Nine months ended September 30,2005             $    -
                                                --------
Total impairment loss                           $ 61.265
                                                --------
                                                --------`

Note 4       Loans Receivable
and Payable. Related Parties

Prior to the reverse merger TLLLC was
owned by Trust III, TLLLCs Founder (who is also the companys Chairman), the
companys current Chief Executive Officer, and the companys current Executive
Vice President. As previously noted, the primary beneficiary of Trust III is the
companys Founder. From July 19,2001 (Inception) up until time of the August 2004
reverse merger (described in Note 2), Trust III and a separate Trust directly related to
the companys Chairman advanced working capital to TLLLC. Total advances were as
follows:

`July 19, 2001 (inception) to December 31,2001           $ 20,000
Year ended December 31,2002                             $107,000
Year ended December 31, 2003                            $ 29,000
Year ended December 31, 2004                            $110,000
                                                        --------
Total pre-reverse merger advances from
Trusts directly related to the company's Chairman       $266,000
                                                        --------
                                                        --------`

All $266,000 of these advances were
repaid in full on June 7, 2004 (See Note 8).

Note that 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.

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

All advances to and from the entities
mentioned above were non-interest bearing, unsecured and due on demand.

Note 5      Notes 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 an original 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 capital 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. On May 16,2005, the maturity date of this note was extended to December 9,
2005 pursuant to a Loan Extension Agreement by and between the company and Trust III dated
May 16, 2005 (Loan Extension Agreement); the extension provides for the same
terms currently in force under the original debt agreement. At September 30, 2005,
$165,000 remains outstanding. Related accrued interest payable was $7,269.

On October 8, 2004, TLI issued a note
payable for $25,000 to Trust III for an original 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 May 16, 2005, the maturity date of this note
was extended to December 9, 2005 pursuant to the Loan Extension Agreement; the extension
provides for the same terms currently in force under the original debt agreement. At
September 30, 2005, $25,000 remains outstanding. Related accrued interest payable was
$978.

On March 9, 2005 the company entered
into a line of credit arrangement to borrow up to an additional $55,000 from Trust III.
This borrowing was originally secured, but the security interest was terminated via
Termination Agreement dated March 21, 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 was originally payable at the earlier of the company receiving a bridge loan or equity
investment that nets proceeds to the company of at least $300,000, or December 9, 2005. On
May 16, 2005, the maturity date of this note was extended to December 9, 2005 pursuant to
the Loan Extension Agreement; the extension provides for the same terms currently in force
under the original debt agreement. The company had drawn down a total of $42,000 of this
amount and subsequently repaid $30,000 to Trust III in June 2005. The repayment of $30,000
specifically related to the March 9, 2005 borrowing. Related accrued interest payable at
September 30, 2005 was $483

Total Notes Payable, Related Party
aggregated $202,000 at September 30, 2005. At September 30, 2005, the company had Accrued
Interest Payable, Related Party for $8,730 (See Note 8).

Note 6      Line of Credit and
Promissory Note

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 due
Trust III. The credit line is guaranteed by Trust III and secured by a Certificate of
Deposit owned by the Chairman of the company. As previously noted, the companys
Chairman is the primary beneficiary of Trust III. At September 30, 2005, the company
reflected a long term liability of $248,375 and related accrued interest payable of $1
,682.

On April 11, 2005, the company
executed a Promissory Note in favor of Montgomery Equity Partners, Ltd.
(Montgomery) in the principal amount of $600,000 (Montgomery
Note). The company plans on using the proceeds of the Montgomery Note as bridge
financing. The proceeds were received by the company in two installments. The first
installment of $227,250 (net of related expenses) was received shortly after execution of
the Montgomery Note and the second installment of $254,250 (net of related expenses) was
received by the company in early June 2005, approximately two (2) days prior to the
companys filing of its pending SB-2. The Montgomery 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 is required to make payments of
interest only. Thereafter, the company is required to make payments of principal and
interest. Notwithstanding the foregoing, the first two (2) payments of interest were
deducted from the first installment payment and the second (2) months of interest were
deducted from the second installment payment. The Montgomery 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. These shares currently are in escrow. The pledged collateral
shares are not considered outstanding for purposes of computing basic and diluted earnings
per share. 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. At September 30, 2005, the entire $600,000 remained outstanding along
with related accrued interest payable of $9,008. In October, 2005 the company defaulted on
an interest payment and in November, 2005, the Company defaulted on its first principal
and interest payment due on the April 11, 2005 Promissory Note. No action has yet been taken
by the lender as of the date of this interim report. The company has not made the interest
payments due in October 2005 and November 2005 and has not made the principal payment due
in November 2005.

As discussed above, the company
received aggregate gross proceeds of $600,000. In connection with theses debt issuances,
$85,000 was deducted from the gross proceeds and paid in order to allow the company future
access to the Standby Equity Distribution Agreement (SEDA) (see Note 7). The
Standby Equity Distribution Agreement is not currently available to the company for any
draw downs. The $85,000 is being deferred and amortized over the life of the Standby
Equity Distribution Agreement which is twenty-four months. See Note 7(A) for total equity
line commitment fees paid and expensed.

Other fees taken from the $600,000 in
gross proceeds include $24,000 relating to prepaid interest and $9,500 for consulting and
related fees due to Knightsbridge. (See Note 7.)

Net proceeds of$ 481,500 was
calculated as follows:

`Gross proceeds                                  $ 600,000
        Less: deferred equity line commitment fee       $ (85,000)
        Less: prepaid interest                          $ (24,000)
        Less: consulting fees                           $ ( 9.500)

        Net proceeds                                    $ 481,500`

In connection with obtaining the debt
funding, the company paid 3,800,000 shares and 200,000 warrants to affiliates of the
lender. These stock based payments are components of the recorded deferred equity line
commitment fee. (See Note 7.)

Note 7      Stockholders
Deficiencv

(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 had been no recent cash offerings in which to base the fair value per share. In
addition, the stock was not publicly traded until December 31, 2004.

On April 11, 2005, the company
entered into a Standby Equity Distribution Agreement with Cornel Capital Partners, L.P.
(Cornell). Pursuant to the Standby Equity Distribution Agreement, 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 Standby Equity Distribution Agreement. In connection with the Standby
Equity Distribution Agreement, Cornell received a commitment fee in the form of the
commitment shares. As part of the Standby Equity Distribution Agreement the company agreed
to issue to Cornell 3,800,000 common shares which where issued in two installments of
1,900,000 shares each, coinciding approximately with the companys receipt of the
Montgomery Note proceeds installments. 1,900,000 shares were issued on April 11, 2005 and
the remaining 1,900,000 shares were issued May 11, 2005. The 3,800,000 shares were valued
based on the closing quoted trading price of $0.03 (April 11, 2005) and $0.031 (May 11,
2005). The aggregate fair value was $115,900. The fair value of commitment shares will be
treated as a deferred equity line commitment fee to be amortized over the life of the
Standby Equity Distribution Agreement.

Pursuant to the Standby Equity
Distribution Agreement, on April 11, 2005 Cornell was also issued a warrant for 200,000
shares of the companys common stock (Cornell Warrant). 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. The value of the warrants will be treated as a
deferred equity line commitment fee to be amortized over the life of the Standby Equity
Distribution Agreement. Pursuant to SFAS 123R, the company valued these warrants at
$4,365. See assumptions below in 7(D).

The total equity line commitment fee
of $205,264 was calculated as follows:

`Cash portion of equity line commitment fee (See Note 6):        $ 85,000
Shares and warrants issued for equity line
commitment fee (See above)                                      $120,265
Equity line commitment fee amortization                         $(45.190)
                                                                --------
Deferred equity line commitment fee                             $160.075
                                                                --------
                                                                --------`

In connection with the SEDA, the
Company entered into a registration rights agreement, which requires underlying common
shares to be registered subject to filing and effective date deadline. Liquidity damages
of $5,000 payable in cash or stock at the holders option are due for violation of
the deadline. On July 26, 2005 and as of September 30, 2005 the effectiveness date was not
met and the Company accrued $10,000 as liquidated damages payable as of September 30,
2005, which is included in, accrued expenses in the accompanying balance sheet.

Further, on Apri111, 2005, the
company entered into a 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 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. As of June 30, 2005, the
company had recorded the fair value of the stock issued based on a quoted closing trading
price of $0.03 per share aggregating $133,230. The $133,230 is being amortized over a period of six months
as discussed in the terms of the agreement. As of September 30,2005, the full amount has
been amortized.

On April 11, 2005, in connection with
the Standby Equity Distribution Agreement, the Company entered into a 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) reflecting the placement fee. As of June 30, 2005,
the company had recorded the fair value of the stock issued based on a quoted closing
trading price of $.03 per share aggregating $6,000. Since there was no access to the
Standby Equity Distribution Agreement, and no current equity financing to offset this
offering cost, the entire $6,000 is expensed as a placement agent fee. The entire $6,000
is a component of general and administrative expenses.

A summary of the share issuances for
the company is below:

`Shares issued and outstanding, December 31, 2004:       292,066,663
         Treasury shares, December 31, 2004               2,000,000

Issuances for the nine month period ending September 30,2005:

Cornell Capital Partners, L.P., April 11, 2005            1,900,000
Knightsbridge Holdings, LLC, April 11, 2005               4,441,000
Monitor Capital, Inc., April 11, 2005                       200,000
Escrow shares (security for Montgomery Note),
April 11, 2005                                           60,000,000
Cornell Capital Partners, L.P., June 2, 2005              1,900,000
                                                          ---------

Shares issued by transfer agent, September 30, 2005     362,507,663
                                                        ===========

Less: Escrow shares, September 30, 2005                  60,000,000
                                                         ==========

Total issued, September 30,2005                         302,507,663
                                                        ===========

Less: Treasury shares                                    (2,000,000)
                                                         ----------

Total Outstanding at September 30, 2005                 300,507,663
                                                        ===========`

(B) Recapitalization

On August 24, 2004 (the
recapitalization date), TLLLC was acquired by an inactive publicly held
Delaware corporation (then NMC) in a transaction accounted for as a reverse triangular
merger and recapitalization. The members ofTLLLC 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: 1 0
reverse common stock split of the publicly held 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 are currently held in the companys
treasury as treasury stock. Immediately prior to the closing, TLLLC borrowed $165,000 from
Trust III, a related party, (See Note 5).

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. F or 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 have been no additional
charges for recapitalization since that time.

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
shares. 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 consisted 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

Effective September 15, 2004, the
parent corporation changed its name from New Mountaintop Corporation to Trust Licensing,
Inc. Effective May 18, 2005, the parent corporation changed its name from Trust Licensing,
Inc. to Connected Media Technologies, Inc.

(D) Common Stock Options
and Warrants Issued for Services

The company follows fair value
accounting and the related provisions of SF AS l23R for all share based payment awards.
The fair value of each option or warrant granted is estimated on the date of grant using
the Black-Scholes option pricing model. The following is a summary of all stock options
and warrants granted to employees and non-employees since the companys inception,
all awards occurred in 2005:

(i)       
          Stock options granted to employees

a.       
          Employee award: 2,000,000 stock options (Non-Executive Employee)

|i. | On February 14, 2005, the Company granted 2,000,000 stock options to an
          employee for past services rendered. The option grant was valued pursuant to
          SFAS 123R and totaled $40,000.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
connection with the provisions of SF AS l23R as they relate to graded vesting, the Company
recognized compensation expense of $9,632 and $25,496 for the three and nine months ended
September 30, 2005, respectively. The compensation expense was offset directly with a
corresponding credit to additional paid in capital. The remaining $14,504 will be
recognized as the options vest. There is no deferred portion of equity recorded in
connection with this computation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date       $0.02
                        Exercise price on grant date    $0.02
                        Dividend yield                  0%
                        Expected volatility             306.50%
                        Risk free interest rate         4.08%
                        Expected life of option         10 years`

|iii. | The stock option award is exercisable as the vesting occurs. The following
          represents the vesting of the award:
|---- | -------------------------------------------------------------------------------------------------------------------------

| | 34%
of the options granted vested on the vesting commencement date, which was August 26,2005.
| | ---------------------------------------------------------------------------------------------

| | 2.75%
of the options granted vest on the last day of each successive calendar month.
| | ------------------------------------------------------------------------------------

| | At
September 30, 2005, 36.75% of the stock options were exercisable since those vesting
provisions had been met.
| | ----------------------------------------------------------------------------------------------------------------

|iv. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|--- | -----------------------------------------------------------------------------------------

b.    
          Employee award  300,000 stock options (Director)

|i. | On May 23, 2005, the Company granted 300,000 stock options to an employee for
          future services to be rendered. The term of services is from May 23, 2005
          through May 23, 2006. The option grant was valued pursuant to SFAS 123R and
          totaled $4,103.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company recognized compensation expense of $1,026 and $1,368 for the three and nine months
ended September 30,2005, respectively. The remaining $2,735 is accounted for as a contra
equity account titled deferred compensation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date               $0.04
                        Exercise price on grant date            $0.04
                        Dividend yield                          0%
                        Expected volatility                     44.83%
                        Risk free interest rate                 3.73%
                        Expected life of option                 3 years`

|iii. | The stock option award is exercisable as the vesting occurs. The following
          represents the vesting of the award:
|---- | -------------------------------------------------------------------------------------------------------------------------

| | 100%
of the options granted vest on the vesting commencement date, which is May 23, 2006.
| | -----------------------------------------------------------------------------------------

| | At
September 30, 2005, no stock options are exercisable Since the vesting provisions have not
yet been met.
| | -----------------------------------------------------------------------------------------------------------

|iv. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|--- | -----------------------------------------------------------------------------------------

(ii)    a.   Stock options and warrants granted to non-employees

a.       
          Consultant award  200,000 stock options

|i. | On June 1, 2005, the Company granted 200,000 stock options to a consultant for
          future services to be rendered. The term of services is from June 1, 2005
          through June 1, 2006. The option grant was valued pursuant to SFAS 123R and
          totaled $2,677.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to the terms of the option agreement, since one-fourth of the stock options granted vest
immediately, one-fourth or $669 was expensed immediately. The remaining three-fourths or
$2,008 is expensed pro-rata over the service period. The Company recognized consulting
expense of $502 and $1,338 for the three and nine months ended September 30, 2005,
respectively. The remaining $1,339 is accounted for as a contra equity account titled
deferred consulting.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date       $0.04
                        Exercise price on grant date    $0.05
                        Dividend yield                  0%
                        Expected volatility             43.95%
                        Risk free interest rate         3.55%
                        Expected life of option         3 years`

|iii. | The stock option award is exercisable as the vesting occurs. The following
          represents the vesting of the award:
|---- | -------------------------------------------------------------------------------------------------------------------------

| | 50,000 stock options vest immediately on June 1,2005.
| | -----------------------------------------------------

| | The
remaining 150,000 stock options vest and become exercisable on June 1, 2006.
| | --------------------------------------------------------------------------------

| | At
September 30, 2005, 50,000 stock options are exercisable since the vesting provisions had
been met.
| | ------------------------------------------------------------------------------------------------------

|iv. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|--- | -----------------------------------------------------------------------------------------

b.    
          Consultant award  500,000 stock options

|i. | On July 12, 2005, the Company granted 500,000 stock options to a consultant for
          future services to be rendered. The term of services is from July 12, 2005
          through July 12, 2006. The option grant was valued pursuant to SFAS 123R and is
          approximately $11,900.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to the terms of the option agreement, 100,000 options vest immediately and the remaining
vest 100,000 for each sale of consultants product. A measurement date is achieved
for the 100,000 and a pro rata value of $2,380 is recognized over the one-year service
period. Variable accounting is applied for the remaining 400,000 valued at the $9,520 on
the grant date. As of September 30, 2005, the Company recognized consulting expense of
$2,479 for the three and nine months ended September 30, 2005. The remaining $9,420 is
accounted for as a contra equity account titled deferred consulting.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date               $0.055
                        Exercise price on grant date            $0.055
                        Divident yield                          0%
                        Expected volatility                     60.00%
                        Risk free interest rate                 3.88%
                        Expected life of option                 3 years`

|iii. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|---- | -----------------------------------------------------------------------------------------

c.    
          Consultant award  200,000 stock options

|i. | On July 12, 2005, the Company granted 200,000 stock options to a consultant for
          future services to be rendered. The term of services is from July 12,2005
          through July 12,2006. The option grant was valued pursuant to SFAS 123R and is
          approximately $4,760.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company recognized consulting expense of $992 for the three and nine months ended
September 30, 2005. The remaining $3,768 is accounted for as a contra equity account
titled deferred compensation.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date       $0.055
                        Exercise price on grant date    $0.055
                        Dividend yield                  0%
                        Expected volatility             60.00%
                        Risk free interest rate         3.88%
                        Expected life of option         3 years`

|iii. | The stock option award is exercisable as the vesting occurs. The option vested
          in full on the grant date.
|---- | -------------------------------------------------------------------------------------------------------------------

|iv. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|--- | -----------------------------------------------------------------------------------------

d.    
          Consultant award  300,000 stock options

|i. | On August 1, 2005, the Company granted 300,000 stock options to a consultant
          for future services to be rendered. The term of services is from August 1, 2005
          through August 1, 2006. The option grant was valued pursuant to SFAS 123R and is
          approximately $7,170.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to the terms of the option agreement, 75,000 of the options granted vest immediately, and
the remainder vest on August 1(51) 2006 provided the consulting and technical advisory
agreement is still in effect. A measurement date is achieved for the 75,000 options and
variable accounting is applied to the remaining 225,000 options. As of September 30, 2005
the Company recognized consulting expense of $1,195 for the three and nine months ended
September 30, 2005. The remaining $5,975 is accounted for as a contra equity account
titled deferred consulting.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date       $0.055
                        Exercise price on grant date    $0.055
                        Dividend yield                  0%
                        Expected volatility             60.00%
                        Risk free interest rate         4.06%
                        Expected life of option         3 years`

|iii. | These stock options are issued pursuant to the Companys Equity Incentive
          Plan.
|---- | -----------------------------------------------------------------------------------------

e.    
          Standby Equity Distribution fee  200,000 stock warrants

|i. | On April 11, 2005, the Company granted 200,000 stock warrants to the lender as
          a commitment for obtaining Standby Equity Distribution Agreement (See Note 6).
          The warrant issuance was valued pursuant to SF AS 123R and totaled $4,365.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pursuant
to the terms of the warrant agreement, the Company has two years in which to exercise the
warrants. The warrants are considered fully vested and all warrants are immediately
exercisable. However, since the warrants are a stock based fee in connection with
obtaining the Standby Equity Distribution Agreement, the $4,365 is allocated to a contra
equity account, deferred equity line commitment fee, and amortized over the two-year life
of the Standby Equity Distribution Agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Total
gross deferred equity line commitment fee is as follows:

`Note 7(A)       $115,900
                        Note 6          $ 85,000
                        Per above       $  4,365
                        Total           $205,265`

| | During
the three and nine months ended September 30, 2005, the Company recognized equity line
commitment fee expense of $25,658 and $45,189 respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | The weighted average assumptions used by management were as follows:
|--- | --------------------------------------------------------------------

`Stock price on grant date       $0.03
                        Exercise price on grant date    $0.01
                        Dividend yield                  0%
                        Expected volatility             55.59%
                        Risk free interest rate         3.91%
                        Expected life of warrant        2 years`

| | 200,000 stock warrants vest immediately on April 11, 2005
| | ---------------------------------------------------------

| | At
September 30, 2005, 200,000 stock warrants are exercisable since the vesting provisions
had been met.
| | --------------------------------------------------------------------------------------------------------

| | The
following tables summarize all stock option and warrant grants to employees and
nonemployees as of September 30,2005, December 31, 2004 and December 31,2003 and changes
during these periods.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A summary of the options granted to employees as of September 30, 2005, December 31, 2004
and December 31, 2003 and changes during these periods is presented below:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Number of Options                       Weighted Average Exercise Price

Stock Options
Balance at December 31, 2003                    -               $    -
Granted                                         -               $    -
Exercised                                       -               $    -
Forfeited                                       -               $    -
Balance at December 31, 2004                    -               $    -
                                                ----------      --------
Granted                                         2,300.000       0.023
Exercised                                       -               $    -
Forfeited                                       -               $    -
                                                ----------      --------
Balance at September 30, 2005                   2,300.000       0.023
                                                ----------      --------
                                                ----------      --------
Options exercisable at June 30, 2005
Weighted average fair value of options
granted during 2005                                             0.018
                                                                --------
                                                                --------`

The following table summarizes
information about employee stock options at September 30,2005:

`Options Outstanding                                       Options Exercisable

                                  Weighted
Exercise     Number               Average               Weighted        Number              Weighted
 Price     Outstanding at        Remaining               Average       Exercisable           Average
          September30,2005      Contractual             Exercise     at September 30,       Exercise
                                    Life                  Price           2005                 Price

$  0.02    2,000,000                9.38 years          $  0.020        735,000             $  0.02
$  0.04      300,000                9.65 years             0.040            -                     -
             -------                                       -----        -------             -------
           2,300,000                                    $  0.022                            $     -
           ---------                                    --------        -------             -------
           ---------                                    --------        -------             -------`

A summary of the options and warrants
issued to non-employees as of September 30, 2005, December 31, 2004 and December 31, 2003
and changes during these periods is presented below:

`Weighted
                                        Number of Options       Exercise Price
                                        -----------------       --------------
Stock Option Warrants
---------------------
Balance at December 31, 2003                            -       $            -
Granted                                                 -       $            -
Exercised                                               -       $            -
Forfeited                                               -       $            -
                                        -----------------       --------------
Balance at December 31, 2004                            -       $            -
Granted                                         1,400,000       $        0.048
Exercised                                               -       $            -
Forfeited                                               -                    -
                                        -----------------       --------------
Balance at September 30, 2005                   1,400,000       $        0.048
                                        -----------------       --------------
                                        -----------------       --------------

Options/Warrants exercisable at
   September 30, 2005                            625,000        $        0.012
                                        ----------------        --------------
                                        ----------------        --------------
Weighted average fair value of options
  granted during 2005                                           $        0.022
                                                                --------------
                                                                --------------`

The following table summarizes
information about non-employee stock options/warrants at September 30,2005:

`Options/Warrants Outstanding                            Options/Warrants Exercisable

                                        Weighted
                Number                  Average         Weighted        Number          Weighted
Range of        Outstanding at          Remaining       Average         Exercisable at  Average
Exercise        September 30,           Contractual     Exercise        September 30,   Exercise
Price               2005                Life            Price                2005       Price
_________________________________________________________________________________________________
$  0.05-.055    1,200,000               .77 years       $    .0361      425,000         $   .009
        0.01      200,000              1.53 years            .0118      200,000             .003
------------    ---------                               ----------      -------         --------
                1,400,000                               $    .048       625,000         $   .012
                ---------                               ----------      -------         --------
                ---------                               ----------      -------         --------`

(E) Capital Structure

On April 28, 2005, the company amended
its articles of incorporation to increase the authorized common stock to 750,000,000
shares having a par value of $ 0.0001. Additionally, the company authorized for issuance
10,000,000 shares of preferred stock having a par value of $0.0001.

Note 8      Related Parties

On July 19, 2001 (inception), TLLLC
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 repaid the entire $266,000 on June 7, 2004 (See Note 4).
During the year ended December 31, 2004, as a result of an administrative oversight,
$20,000 was advanced by TLLLC to Trust III on June 7, 2004. The full $ 20,000 was repaid
to the company on February 22,2005.

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. The maturity date of each of these notes was extended through
December 9, 2005 pursuant to the Loan Extension Agreement.

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 and expenses of$56,894 for the nine months ended September 30, 2005. Total fees
remaining unpaid as of September 30, 2005 aggregated $ 75,724.

During 2004, we paid approximately
$6,500 for professional services rendered by our acting Chief Financial Officer. At
September 30, 2005, $4,500 remains payable. The acting Chief Financial Officer is also the
trustee of Trust III.

Note 9      Commitments and
Contineencies

(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 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 general terms:

| | o | 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 .
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 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 with its executive officers:

`(1)  Chairman of the Board
                (i)  Term is from August 23, 2004 to August 23, 2006.
                (ii)  Salary of $175,000 per year
                (2)  President and CEO
                (i)  Term is from August 23, 2004 to August 23, 2006.
                (ii)  Salary of $175,000 per year
                (3)  Executive Vice President
                (i)  Term is from August 23,2004 to August 23,2006.
                (ii)  Salary of $132,000 per year`

At September 30, 2005, total accrued
compensation to these officers was $262,495.

|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 Executive Vice President has agreed to accrue the
difference between the pre-amendment rate and the post-amendment rate until August
24,2005. The accrual was added to the total accrued 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 is to be paid $2,500 per month as compensation;
provided, however, the fees will be accrued until the company receives net cash fmancing
proceeds of at least $500,000.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 10      Going Concern

As reflected in the accompanying
unaudited consolidated financial statements, the company has a net loss of $1,159,904 and
net cash used in operations of $628,644 for the nine months ended September 30,2005, and a
deficit accumulated during development stage of $ 1,582,530, a working capital deficiency
of $1,279,280 and a stockholders deficiency of$ 1,514,838 at September 30,2005. In
addition, there was a default on certain note principal and interest payments after
September 30,2005 (see Note 6).

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 unaudited 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. In April and May of 2005 the Company obtained debt financing of $600,000 (See
Note 6). 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.

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.

Prior
to the merger, TLLC had been considering a joint business relationship with an unrelated
third-party. In connection with this transaction, the third party formed a California
corporation named Connected Media, Inc. The goal was to use the name Connected
Media and as part of the relationship TLLC funded the purchase of the web address
(URL) which was then assigned to the third party. In connection with this transaction, a
Connected Media logo was developed by the third party. In March 2005, however,
the third party decided it was not in a position to continue to pursue the business
relationship and offered to assign to the Company, at no cost, all of its right, title and
interest in and to the Connected Media name, logo and URL, as well as all of the issued
and outstanding shares of Connected Media, Inc. At the time, and since its inception,
Connected Media, Inc. had been an inactive corporation with no assets or liabilities. The
assignment was made at zero cost and there was no accounting effect to this transaction.
Furthermore, the transaction had no material impact on the companys business. The
sole purpose of completing the assignment was to ensure that Connected Media would remain
inactive in order to avoid confusion and protect and preserve the companys intended
use of the name Connected Media. Currently, through the operations of our
wholly-owned subsidiary, we are now a technology and intellectual property creation,
management, and licensing company. (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:

`o      the issued patent, "Interactive, Remote, Computer Interface System", U.S. Patent No.
                6,101,534, which is our core patent;

         o      the issued patent, "A Media Validation System", U.S. Patent No. 6,952,697;
         o      seven other patents pending; and
         o      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 seek to acquire additional patents and patent
portfolios.

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 preexisting 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. We believe that if potential revenue streams materialize from our
applications 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 September 30,2005, the company had
total assets of approximately $ 65,125 ($ 41,132 of which is cash), and total liabilities
of approximately $ 1,579,963. 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 describe 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
collectibility 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 nine months ended
September 30,2005.

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 nine
months ended September 30, 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.
Weare not currently a party in any litigation nor are we subject to any such
contingencies.

RESULTS OF OPERATIONS

Revenue.       
          Our revenue was zero for the three and nine months ended September 30, 2005 and
          2004 respectively.

Operating
Expenses. Operating expenses for the three and nine months ended September 30, 2005 was $
386,289 and $ 1,083,835 respectively compared to operating expenses of $ 418,420 and $
657,426 for the same periods in 2004. The increase in operating expenses results primarily
from an increase in payroll, professional fees, equity line commitment fees, and an
increase in research and development costs.

Other
income. No other income was recognized for the three and nine months ended
September 30,2005. We recognized no other income for the three months ended
September 30,2004 and $ 700,000 in other income for the nine months ended
September 30, 2004. The other income in 2004 resulted from the settlement of a civil
action relating to the companys core patent.

Net
Loss. Our net loss for the three and nine months ended September 30, 2005 was $ 429,664
and $ 1,159,904 compared to a net loss of$ 419,089 and net income of$ 41,905 for the same
periods in 2004. The net loss resulted primarily from the absence of revenue or
other income coupled with the increase in operating expenses. The nine months
ended September 30, 2004 included one time revenue in connection with a lawsuit totaling
$700,000.

LIQUIDITY AND CAPITAL
RESOURCES

At
September 30,2005 we had $ 41,132 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 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, other third party lenders
(Montgomery) and related party loans.

We
received an audit opinion for the fiscal years ended December 31, 2004 and 2003 that
included a going concem risk, which raised substantial doubt regarding our
ability to continue as a going concem. We are currently in the 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 public and private equity and debt fmancing, (which we do not anticipate in the
foreseeable future). We cannot be certain that additional funding will be available as
needed, or upon terms that are favorable. If we are unable to obtain the necessary
funding, we may need to curtail the implementation of our core business activities and
risk going out of business.

On
April 11, 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 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 upon execution of the promissory note with Montgomery and 1,900,000
were issued on the second installment.

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. The company
did not file its registration statement in the contractually required time period and, the
SEC has not yet authorized the registration statement to go effective. Consequently, the
company may be subject to penalties, which include the liquidated damages as set forth
above.

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 11, 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 a
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 $6,000 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 proceeds were received by the company in two
installments. The first installment of $ 227,250 (net of related expenses) was received
shortly after execution of the Montgomery Note and the second installment of $ 254,250
(net of related expenses) was received by the company in early June 2005, approximately
two (2) days prior to the companys filing of its pending SB-2. The Note accrues
interest at the rate of twentyfour (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 were 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.

CAPITAL EXPENDITURES AND
COMMITMENTS

We
did not acquire a material amount of fixed assets during the nine month period ending
September 30, 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

NEW ACCOUNTING
PRONOUNCEMENTS

In
December 2004, the FASB issued SFAS No. 123 (SFAS 123) (revised 2004)
Share-Based Payment (SFAS l23R). 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 January 1,2006. The company has adopted the provisions of SF AS No. l23R.

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 futrne 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 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 alternative 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.

Patent Accounting and Valuation.
Prior to the formation of the company (July 19, 2001), the individual who is the primary
beneficiary of Irrevocable Trust Agreement Number I (Trust I) (see below) had
expended approximately $184,000 of personal funds to create, maintain and enhance our core
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.

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
trom 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 trom the
period of January 1, 2004 through December 31, 2004 or in the first nine months of 2005.

Going Concern. We have been in the
exploration stage since inception on July 19, 2001 and have not generated any revenues
trom planned operations, recorded a loss of $ 1,159,905 for the nine months ended
September 30, 2005, and we are in serious need of additional financing to fully implement
its our business plans. These factors among others indicate that the Company 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 the Company 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.

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 September 30,2005,
the company had an aggregate net loss of $ 1,582,530. Accordingly, an investment in the
company is extremely speculative in nature and involves a high degree of risk.

Our
business is dependent on the exploitation of our portfolio of patents, which to date have
generated limited income.

Weare
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 income received in
connected with the enforcement of our patent rights during 2004 (classified in our
financial statements as other income), 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.

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 nine months
ending September 30, 2005, the company had no revenues, a net loss of $ 1,159,904 and cash
used in operations of $ 628,644. Also, at September 30, 2005 the company had a working
capital deficiency of $ 1,279,280, a stockholders deficiency of $ 1,514,838, and an
accumulated deficit during the development stage of$ 1,582,530. For the immediately
preceding fiscal year ending December 31, 2004, the company had no revenues, a net loss of
$119,568 cash used in operations of $8,907, a working capital deficiency of $497,084, a
stockholders deficiency of $487,221 and a deficit accumulated during development
state of $422,626. If we are unable to continue as a going concern, you may lose your
entire investment.

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 September 30, 2005, the companys working capital (current assets less current
liabilities) was ($ 1,279,280). Other than the SEDA, we do 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.

Developing prototype applications
based upon our patents and intellectual property can be timeconsuming and complicated.

Developing
prototype applications based upon our patents and intellectual property can be
timeconsuming and complicated. Problems and delays in the application development and
deployment process often arise. Given that we expect a substantial 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.

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 it 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, and individuals or
companies in jurisdictions where our intellectual property is not protected may simply
take advantage of our work. 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. Additionally,
companies in other jurisdictions may have patented technology on which our patent would
infringe.

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
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.

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.

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.

There
is a limited market for our common stock and our stock price may be volatile.

Our
shares are listed on the Over-the-Counter Bulletin Board, and have had 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
grater than the normal amount of trading occurring 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 oftentimes have been
unrelated to the operating performance of the affected companies. Similarly, the market
price of our common stock may fluctuate significantly 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.

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.

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
3a5l-l 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 l5(b)( 6) of the Exchange Act; (e)
issuers 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 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.

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 SEe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.

PART II     OTHER INFORMATION

Item 1  Legal Proceedings

Not applicable.

Item 2  Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 4  Submission of Matters to a Vote of Security Holders

Not
applicable.

Item 5 Other Information

Not applicable.

Item 6  Exhibits and Reports of Form 8-K

Not applicable.

---

CERTIFICATION

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

1.    
          We have reviewed this Form lO-QSB of Connected Media Technologies, Inc. for the
          quarterly period ended September 30,2005;

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.

6.    
          We have indicated in this report whether or not there were significant changes
          in internal controls or in otherfactors 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: November 18,2005

`/s/  Jeffrev  W. Sass
                                                Jeffrey W. Sass, Chief Executive Officer

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

---

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

In connection with the Quarterly
Report of Connected Media Technologies, Inc. (the Company) on Form 10-QSB for
the quarterly period ending September 30, 2005 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I Jeffrey W. 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/ Jeffrev W. Sass
                                            Jeffrey W. Sass, Chief Executive Officer

                                            /s/ Jav Howard Linn
                                            Jay Howard Linn, Chief Financial Officer`

Date: November 18, 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.