Connected Media Technologies, Inc. – ‘SB-2’ on 6/6/05

On:  Monday, 6/6/05, at 10:52am ET   ·   Accession #:  1012118-5-21   ·   File #:  333-125540

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        86    495K 
                          Issuer                                                 
 2: EX-4        Instrument Defining the Rights of Security Holders     2±     7K 
 3: EX-10       Material Contract                                      2     10K 
 5: EX-14       Code of Ethics                                         6     26K 
 4: EX-23       Consent of Experts or Counsel                          1      5K 

SB-2   —   Registration of Securities by a Small-Business Issuer
Document Table of Contents

SB-2
1st Page of 86
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2005

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM SB-2
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CONNECTED MEDIA TECHNOLOGIES, INC.
(Name of small business issuer in its charter)

Delaware                                  6794                  06-1238435      
------------------------------          ---------              ------------     
(State or Other Jurisdiction      (Primary Standard          (I.R.S. Employer   
of Incorporation or Organization)  Industrial Code)         Identification No.) 

 950 South Pine Island Road, Suite A150-1094
 Plantation, Florida 33324
(954) 727-8128
      (Address and telephone number of Principal Executive Offices
    and Principal Place of Business)

Jeffrey W. Sass, Chief Executive Officer
 950 South Pine Island Road, Suite A150-1094
 Plantation, Florida 33324
(954) 727-8128

 With copies to:

 David W. Sass, Esq.
 McLaughlin & Stern, LLP
260 Madison Avenue, 18th Floor
New York, New York 10016
Telephone (212) 448-1100
Facsimile (212) 448-0066

Approximate  date of  commencement  of proposed  sale to the public:  AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.                

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. __X__ -                                           

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. ____                              

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. ____                                                     

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. ____                                            

 -1-

SB-2
2nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                        [Enlarge/Download Table]

                                                                                                    

                                   CALCULATION OF REGISTRATION FEE                                  

TITLE OF EACH CLASS  AMOUNT TO BE             PROPOSED MAXIMUM       PROPOSED MAXIMUM    AMOUNT OF  
 OF SECURITIES TO     REGISTERED             OFFERING PRICE PER         AGGREGATE       REGISTRATION
   BE REGISTERED                                 SHARE (1)          OFFERING PRICE (1)      FEE     
   Common Stock                                                                                     
par value $ 0.0001    260,861,500                  $ 0.05              $13,043,075       $ 1,535.20 

(1) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes of   
this table, we have used the average of the closing bid and asked prices as of  
June 1,2005.                                                                    

(2) Of the 260,861,500 common shares being registered: (a) 250,000,000 are      
shares that may be issued to Cornell pursuant to the SEDA; (b) 3,800,000 are    
shares issued to Cornell as a commitment fee under the SEDA; (c) 200,000 are    
shares underlying Cornell's Warrant; (d) 200,000 are shares issued to Monitor as
a commitment fee under the Placement Agent Agreement; and (e) 6,661,500 are     
shares being registered pursuant to a Consulting Agreement with Knightsbridge,  
of which 4,441,000 have already been issued to Knightsbridge and 2,220,500      
shares may be issued in the future.. (The terms and abbreviations used in this  
footnote have the same meaning as set forth in the text of this Registration    
Statement.)                                                                     

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT  
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME        
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

 -2-

SB-2
3rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PROSPECTUS

 Subject to completion, dated     __, 2005

CONNECTED MEDIA TECHNOLOGIES, INC.
260,861,500 SHARES OF COMMON STOCK

    This prospectus relates to the sale of up to 260,861,500 shares of
Connected Media Technologies, Inc., formerly known as Trust Licensing, Inc.     
("CMT" or "we" or "us" or the "company"), common stock ("Shares") by certain    
persons who are stockholders of CMT, including Cornell Capital Partners, L.P.   
("Cornell"), Monitor Capital, Inc. ("Monitor") and Knightsbridge Holdings, LLC  
("Knightsbridge"). Please refer to "Selling Stockholders" beginning on page 19. 
CMT is not selling any Shares in this offering and therefore will not receive   
any proceeds from this offering. The company will, however, receive proceeds    
from the issuance of Shares to Cornell under the Standby Equity Distribution    
Agreement ("SEDA"), which was entered into between the company and Cornell on   
April 14, 2005. All costs associated with this registration will be borne by the
company. The terms of the SEDA require that CMT allow Cornell to retain 6% of   
the proceeds raised under the SEDA, the details of which are more fully         
described below.                                                                

        Our Shares are quoted on the Over-the-Counter Bulletin Board under the
symbol "CNCM.OB." Prices for our Shares will fluctuate based on the demand for  
our Shares. The 260,861,500 Shares are being offered for sale by the selling    
stockholders at prices established on the Over-the-Counter Bulletin Board during
the term of this offering. On  June 1, 2005, the last reported sale price of    
Shares was $0.035 per share.                                                    

The selling stockholders are:                                 

       (a) Cornell, who intends to sell up to 254,000,000 Shares, consisting
of:                                                                             

                (i) 250,000,000 Shares which are anticipated to be issued to
Cornell pursuant to the SEDA;                                                   

           (ii) 3,800,000 Shares which were issued to Cornell as a
commitment fee under the SEDA, which at the time of issuance represented an     
aggregate value of $190,000 (the "Commitment Shares"); and                      

                (iii) 200,000 Shares issuable upon the exercise of a warrant
(the "Cornell Warrant") issued to Cornell upon execution of the SEDA;           

       (b) Monitor, an unaffiliated broker-dealer retained by the company in
connection with the SEDA, who intends to sell up to 200,000 Shares that it      
received pursuant to the Placement Agent Agreement between the company and      
Monitor dated as of April 14, 2005 (the "Placement Agent Agreement"), which     
Shares at the time of issuance represented an aggregate value of $ 10,000 (the  
"Placement Agent Shares"); and                                                  

    (c) Knightsbridge, who intends to sell up to 6,661,500 Shares (the
"Knightsbridge Shares" or the "Consulting Shares") pursuant to a certain        
consulting agreement entered into between the company and Knightsbridge on April
14, 2005 (the "Consulting Agreement") of which 4,441,000 Shares have been issued
to Knightsbridge as of the date hereof. The 4,441,000 Shares issued to          
Knightsbridge represented 1.5% of the                                           

 -3-

SB-2
4th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 4th
issued and outstanding Shares of the company on a fully-diluted basis at the    
time of execution of the Consulting Agreement. In connection with certain       
anti-dilution rights contained within the Consulting Agreement, we have         
registered an additional 2,220,500 Shares which may be issued to Knightsbridge  
in the future.                                                                  

         Cornell is an "underwriter" within the meaning of the Securities Act of
1933 in connection with the sale of Shares under the SEDA. Cornell will pay us  
98% of the lowest volume weighted average price ("VWAP") of the company's Shares
for the five (5) days immediately following the company's request for an advance
under the SEDA . In addition, Cornell will retain 6% of each advance under the  
SEDA, and Knightsbridge will receive a commission in accordance with the terms  
of the Consulting Agreement. Cornell's 6% fee and the 3,800,000 Commitment      
Shares are underwriting discounts.                                              

  In connection with the SEDA, we engaged Monitor, an unaffiliated
registered broker-dealer. As described above, in satisfaction of its fees under 
the Placement Agent Agreement, Monitor was issued the Placement Agent Shares.   
Brokers or dealers effecting transactions in the Shares should confirm that the 
Shares are registered under the applicable state law or that an exemption from  
registration is available.                                                      

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.             

Please refer to "RISK FACTORS" beginning on page 11.                            

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE      
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION       
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS  
PROSPECTUS IS NOT AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER OR  
SALE IS NOT PERMITTED.                                                          

WITH THE EXCEPTION OF CORNELL, WHICH IS AN "UNDERWRITER" WITHIN THE MEANING OF  
THE SECURITIES ACT OF 1933, NO OTHER UNDERWRITER OR PERSON HAS BEEN ENGAGED TO  
FACILITATE THE SALE OF SHARES OF COMMON STOCK IN THIS OFFERING. THIS OFFERING   
WILL TERMINATE TWENTY-FOUR MONTHS AFTER THE ACCOMPANYING REGISTRATION STATEMENT 
IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION. NONE OF THE    
PROCEEDS FROM THE SALE OF STOCK BY THE SELLING STOCKHOLDERS WILL BE PLACED IN   
ESCROW, TRUST OR ANY SIMILAR ACCOUNT.                                           

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT 
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

The date of this prospectus is    __, 2005.             

 -4-

SB-2
5th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                                   TABLE OF CONTENTS

PROSPECTUS SUMMARY...................................................6          

THE OFFERING........................................................7           

SUMMARY CONSOLIDATED FINANCIAL INFORMATION..........................10          

RISK FACTORS........................................................11          

FORWARD-LOOKING STATEMENTS..........................................18          

SELLING STOCKHOLDERS................................................19          

USE OF PROCEEDS.....................................................21          

DILUTION ...........................................................22          

STANDBY EQUITY DISTRIBUTION AGREEMENT...............................23          

PLAN OF DISTRIBUTION................................................25          

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........27          

DESCRIPTION OF BUSINESS.............................................33          

MANAGEMENT..........................................................36          

PRINCIPAL STOCKHOLDERS..............................................40          

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER       
 STOCKHOLDER MATTERS........................................-41-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................-44-        

DESCRIPTION OF CAPITAL STOCK........................................-47-        

EXPERTS  ...........................................................-48-        

LEGAL MATTERS.......................................................-49-        

AVAILABLE INFORMATION...............................................-50-        

FINANCIAL STATEMENTS...............................................-F-1-        

 -5-

SB-2
6th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 6th
PROSPECTUS SUMMARY

The following is only a summary of the information, financial 
statements and the notes included in this prospectus. You should read the entire
prospectus carefully, including "Risk Factors" and our Financial Statements and 
the notes to the Financial Statements before making any investment decision.    

 OUR COMPANY
OVERVIEW                                                                        

        We are a technology and intellectual property creation, management and
licensing company, whose mission is to be an architect and licensor of cutting  
edge, state-of-the-art technology concepts, with a wide range of potential      
commercial applications.                                                        

        We were originally formed to leverage an existing patent portfolio and
related intellectual property and technology in order to build a collection of  
licensees in the areas of entertainment content (e.g. film, music, and video),  
education, advertising, travel and promotion. In addition to pursuing direct    
licensing royalty arrangements it also seeks to enforce its existing issued     
patent and any subsequently issued or acquired patents 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. We may also seek to acquire 
additional patents and patent portfolios.                                       

        Our Shares are deemed to be a "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Act of 1934. Brokers/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 suitable for a  
prospective investor.                                                           

         Our principal executive offices are located 950 South Pine Island Road,
Suite A150-1094, Plantation, Florida 33324. Our telephone number is (954)       
727-8218.                                                                       

 GOING CONCERN

      We are a development stage company and we have been the subject of a
going-concern opinion from our independent registered public accounting firm for
the year ended December 31, 2004. Our independent registered public accounting  
firm has expressed substantial doubt as to our ability to continue as a going   
concern for the year ended December 31, 2004. For the quarter ending March 31,  
2005, we have no revenues, a net loss of $291,184, cash used in operations of   
$177,049, a working capital deficiency of $532,095, and a stockholder's         
deficiency of $774,439. For the immediately preceding fiscal year ending        
December 31, 2004 we had no revenues, a net loss of $254,568, cash used in      
operations of $126,093, a working capital deficiency of $497,084, a             
stockholder's deficiency of $487,221 and a deficit accumulated during           
development state of $557,626. If we are unable to continue as a going concern, 
you may lose your entire investment. Management's plan with regard to these     
matters includes attempting to draw down advances from the SEDA, pursue other   
potential financing activities, and increasing licensing and sales activities.  
Our continued existence is dependent upon our current business operations, our  
ability to draw down advances from the                                          

 -6-

SB-2
7th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 7th
SEDA, and our ability to obtain additional financing. However, the outcome of   
our plans cannot be ascertain with any degree of certainty.                     

THE OFFERING

         This offering relates to the sale of Shares by certain persons who are,
or beneficially deemed to be, stockholders of the company. The selling          
stockholders consisting of:                                                     

       (a) Cornell, who intends to sell up to 254,000,000 Shares, consisting
of:                                                                             

                 (i) 250,000,000 which are anticipated to be issued to Cornell
pursuant to the SEDA;                                                           

(ii) the Commitment Shares; and             

        (iii) the Shares underlying the Cornell Warrant; and

       (b) Monitor, an unaffiliated broker-dealer retained by the company in
connection with the SEDA, who intends to sell up to 200,000 of the Placement    
Agent Shares; and                                                               

(c) Knightsbridge, who intends to sell up to 6,661,500 of the 
Knightsbridge Shares, of which 4,441,000 were issued upon execution of the      
Consulting Agreement and 2,220,500 additional Shares which may be issued in     
connection with the exercise of certain anti-dilution rights under the          
Consulting Agreement.                                                           

         On April 14, 2005, the company entered into several agreements relating
to the SEDA with Cornell and a bridge financing with Montgomery Equity Partners,
Ltd ("Montgomery"), each of which involves (directly or indirectly) Shares to be
registered pursuant to this Registration Statement. These agreements include:   

        1. The SEDA. Pursuant to the SEDA, the company may, at its discretion,
periodically sell Shares to Cornell for a total purchase price of up to         
$10,000,000. For each Share purchased under the SEDA, Cornell will pay the      
company 98%, or a 2% discount, of the offering price, which is defined in the   
SEDA as the lowest volume weighted average price ("VWAP") of the company's      
Shares as quoted by Bloomberg, LP on the Over- the-Counter Bulletin Board or    
other principal market on which the company's Shares are traded for the five (5)
days immediately following the notice date. The amount of each advance is       
subject to a maximum advance amount of $300,000, with no cash advance occurring 
within five (5) trading days following the notice date. Further, Cornell will   
retain 6% of each advance under the SEDA. Knightsbridge is also entitled to     
receive a commission on advances pursuant to the terms of the Consulting        
Agreement. In connection with the SEDA, Cornell received a commitment fee in the
form of the Commitment Shares and was also issued the Cornell Warrant for       
200,000 Shares. The Cornell Warrant is exercisable for a period of two (2) years
and has an exercise price of $0.01 per share.                                   

        2. The Placement Agent Agreement. Also in connection with the SEDA the
company entered into the Placement Agent Agreement with Monitor. As             
consideration for to the Placement Agent Agreement, the company issued Monitor  
the Placement Agent Shares.                                                     

        3. The Consulting Agreement. In addition, the company entered into the
Consulting Agreement with Knightsbridge whereby Knightsbridge will assist the   
company in a variety of areas including, but not                                

 -7-

SB-2
8th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 8th
limited to financial, strategic and related developmental growth. The agreement 
runs for a term of six (6) months, and will continue on a month-to-month basis  
thereafter subject to a right to cancel upon thirty (30) days written notice.   
The company is obligated to pay Knightsbridge a monthly retainer of $2,000.00   
and also issued Knightsbridge the Knightsbridge Shares. Knightsbridge is also   
entitled to additional compensation in the future based upon any transactions   
that they bring to the company. In addition, Knightsbridge receives a discounted
commission on the Montgomery Note (described below) and on each advance that the
company receives pursuant to the SEDA. These aforementioned commissions to      
Knightsbridge will be paid by te company.                                       

      4. The Promissory Note. Simultaneous with the execution of the SEDA,
the company executed a Promissory Note (the "Montgomery Note") in favor of      
Montgomery, an institutional fund and affiliate of Cornell. The principal amount
of the Montgomery Note is $600,000. The company plans on using the proceeds of  
the Montgomery Note as bridge financing. The proceeds were received by the      
company in two installments of $300,000. The first installment was paid on April
15, 2005 and the second installment was received by the company on June 2,      
2005. 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, only interest payments are required. Thereafter, the company is 
required to make payments of principal and interest, with the entire principal  
balance maturing in one year. Notwithstanding the foregoing, the first two (2)  
payments of interest were deducted from the first installment payment and the   
second two (2) payments 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   
Montgomery Note, the company pledged 60,000,000 Shares to Montgomery, which     
shares are currently held by the company as treasury stock. In an Event of      
Default under the Note, Montgomery shall have the right to receive pledged      
shares calculated at a rate equal to three times the number of Shares otherwise 
necessary to effectuate full repayment of the principal and accrued interest    
then due and outstanding, using a price per share equal to $ 0.03, which        
represented the closing bid price of the Shares on the date of issuance of the  
Montgomery Note.                                                                

         There is an inverse relationship between our stock price and the number
of shares to be issued under the SEDA. That is, as our stock price declines, we 
would be required to issue a greater number of Shares under the SEDA for a given
advance. This inverse relationship is demonstrated by the following table, which
shows the number of shares to be issued under the SEDA at an assumed offering   
price (inclusive of Cornell's 2% discount) of $ 0.04 per share and 25%, 50% and 
75% discounts to that price. In the event that the assumed offering price to    
Cornell is lower than $ 0.04 per share, we will not be able to drawn down on the
full $10,000,000 unless we register additional Shares, which is also            
demonstrated in the table below.                                                

                                                                [Download Table]

                                                                                

Offering price                  $ 0.04        $ 0.03       $ 0.02       $ 0.01  
Number of shares  (1)         250,000,000  250,000,000  250,000,000  250,000,000
Total Outstanding Shares (2)  550,507,663  550,507,663  550,507,663  550,507,663
% of Shares Outstanding (3)      45.4%        45.4%        45.4%        45.4%   
Approximate Net Cash to the   $ 9,125,000  $ 6,825,000  $ 4,525,000  $ 2,225,000
company (4)                                                                     

(1)  Represents the total number of Shares to be issued to Cornell at the prices
set forth in the table.                                                         

 -8-

SB-2
9th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 9th
 (2) Represents the total number of Shares outstanding after the
issuances to Cornell under the SEDA.                                            

     (3) Represents the Shares being issued as a percentage of the total
number of Shares outstanding. Excludes: (a) 62,000,000 treasury shares,         
60,000,000 of which are pledged as security for the Montgomery Note; (b) the    
Cornell Warrant; (c) options granted under the company's Equity Incentive Plan  
and (d) an additional 2,220,500 shares which may be issued to                   
Knightsbridge pursuant to certain anti-dilution rights granted to Knightsbridge 
under the Consulting Agreement.                                                 

     (4) Net cash equals the gross proceeds minus the 6% fee to Cornell,
the 2% commission to Knightsbridge, and $75,000 in other estimated offering     
expenses.                                                                       

COMMON STOCK OFFERED            260,861,500 shares by selling stockholders      

OFFERING PRICE                  Market price.                                   

COMMON STOCK OUTSTANDING                                                        
BEFORE THE OFFERING             300,507,663 Shares, excluding 62,000,000        
treasury shares 

USE OF PROCEEDS                The company will not receive any proceeds of the 
                              shares offered by the selling stockholders.  Any
                             proceeds the company receives from the issuance
                               of Shares under the SEDA will be used for general
                             working capital purposes and repayment of debt.
   See "Use of Proceeds"

RISK FACTORS                   The securities offered hereby involve a high     
                      degree of risk and immediate substantial
           dilution.  See "Risk Factors"

OVER-THE-COUNTER BULLETIN                                                       
BOARD SYMBOL                   CNCM.OB                                          

 -9-

SB-2
10th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                                        [Enlarge/Download Table]

                                                                                                                         

                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION                                                            

                                          For the     For the Quarter    For the Year  For the Year     From 7/19/2001   
                                          Quarter         Ending            Ending        Ending        (Inception) to   
                                          Ending       3/31/2004          12/31/2004    12/31/2003       the quarter     
                                         3/31/2005     ---------          -----------   ----------       ending March    
                                         ---------    (Unaudited)                                           31, 2005     
                                        (Unaudited)                                                       -----------    
                                                                                                           (Unaudited)   

              Revenue               $         -       $       -      $       -           $    -            $     -       
        Operating Expenses          -------------     ------------   ---------------     -------------     --------------

   Payroll contract services and                                                                                         
     stock based compensation             149,601       10,846         369,543                -             519,144      
         Professional fees                63,685          -            258,686             162,667          541,418      
     Research and Development             12,123          -            30,194                 -              42,317      
               Rent                        6,825        1,551          19,255                 -              26,080      
           Depreciation                    4,617        2,142           9,398                7,178           27,222      
     Costs of recapitalization               -            -            197,217                -             197,217      
    General and administrative            49,224        6,471          66,442                2,890          130,205      
          Impairment loss                    -          1,287             -                  5,070           61,265      

     Total Operating Expenses             286,075       22,297         950,735             177,805        1,544,868      
                                          -------       ------         -------              -------       ---------      
       Loss from Operations              (286,075)     (22,297)       (950,735)           (177,805)      (1,544,868)     
      Other Income (Expenses)                                                                                            
           Other Income                      -            -            700,000                -             705,000      
         Interest expense                 (5,109)         -            (1,270)                -              (8,942)     
Interest expense - Related Party             -            -            (2,563)                -                 -        
   Total other Income (Expense),          -------       --------       -------              --------      -----------    
                net                       (5,109)         -            696,167                -            696,058       
                                         ---------      --------       -------              --------      -----------    
             Net Loss                   $ (291,184)    $(22,297)    $ (254,568)         $ (177,805)     $ (848,810)      
                                        ===========    =========      ==========        ===========      ============    
  Net Loss Per Share - Basic and                                                                                         
              Diluted                                                     -                   -              -           
    Weighted average number of         294,066,663   270,072,000   278,552,307         270,072,000      273,961,587      
                                        ===========  ===========   ===========         ===========      ===========      
   shares outstanding during the                                                                                         
     year/period - basic and diluted                                                                                     


-10-

SB-2
11th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 11th
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.                      

RISKS RELATING TO OUR BUSINESS

WE HAVE HAD A HISTORY OF OPERATING LOSSES                                       

         The company has a history of operating losses and there is no guarantee
the company will be able to achieve a positive operating income in the future   
and, if achieved, sustain such positive operating income. Accordingly, an       
investment in the company is extremely speculative in nature and involves a high
degree of risk.                                                                 

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING HISTORY         

      We are a development stage company and have a limited income history
from the licensing of our technology. While the company has generated in excess 
of $700,000 in 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 TECHNOLOGY, AND THE LAW GOVERNING SUCH TECHNOLOGY, IS SUBJECT TO            
RAPID CHANGE                                                                    

        Our issued and pending patents and main business activity involves CD,
DVD, Internet and other computer technologies. These are areas that have        
experienced and are expected to continue to experience rapid changes. Companies 
that have not kept up with these changes have been adversely impacted. There is 
no assurance that management will be able to keep up with these changes and     
failure to do so may have a material adverse effect on operations. In addition, 
given that the company's business is premised largely upon the creation,        
maintenance and enforcement of intellectual property rights, any changes in the 
applicable laws with respect to the maintenance and enforcement of intellectual 
property rights could have a material adverse impact on us.                     

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 our 
technology. There can be no guarantee or assurance that the patents or          
trademarks applied for will be awarded. In the event we are 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 our      
already issued patent.                                                          

-11-

SB-2
12th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 12th
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, IT COULD HAVE A          
MATERIAL ADVERSE EFFECT ON US                                                   

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

LITIGATION TO ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS CAN BE TIME-             
CONSUMING AND COSTLY                                                            

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

WE ARE SUBJECT TO INTENSE COMPETITION                                           

       The CD, DVD, software and Internet industries are highly competitive.
Our competitors range from small companies with limited resources to large      
companies with substantial financial, technical and marketing resources.        
Competitors with greater financial resources than us may be able to broaden     
their offerings, make greater investments in design and product development,    
undertake more extensive marketing campaigns, and adopt more aggressive pricing 
policies than the company. There can be no assurance that the company will be   
able to respond effectively to market changes or to compete successfully in the 
future.                                                                         

WE ARE CONTROLLED BY OUR PRINCIPAL SHAREHOLDERS AND AS A RESULT YOU MAY NOT BE  
ABLE TO EXERT MEANINGFUL INFLUENCE ON SIGNIFICANT CORPORATE DECISIONS.          

     At present, our principal shareholders own approximately 83% of the
issued and outstanding Shares 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.                                        

DEVELOPING APPLICATION PROTOTYPES CAN BE TIME CONSUMING AND COMPLICATED         

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

-12-

SB-2
13th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 13th
WE DO NOT CARRY LIABILITY INSURANCE OR BUSINESS INTERRUPTION INSURANCE          

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

WE NEED ADDITIONAL FINANCING AND IF WE ARE UNABLE TO RAISE THE CAPITAL          
NECESSARY, WE MAY BE FORCED TO ABANDON OR CURTAIL OUR BUSINESS PLAN OR          
OPERATIONS                                                                      

  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.           

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT          
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN                                

         In its report dated February 7, 2005, Salberg & Company, P.A. expressed
an opinion that there is substantial doubt about our ability to continue as a   
going concern. As discussed in the accompanying unaudited consolidated financial
statements, for the first quarter ending March 31, 2005, the company had no     
revenues, a net loss of $291,184, cash used in operations of $177,049, a working
capital deficiency of $532,095, a stockholder's deficiency of $774,439, and an  
accumulated deficit during the development stage of $848,810. For the           
immediately preceding fiscal year ending December 31, 2004, the company had no  
revenues, a net loss of $254,568, cash used in operations of $126,093, a working
capital deficiency of $497,084, a stockholder's deficiency of $487,221 and a    
deficit accumulated during development state of $557,626. If we are unable to   
continue as a going concern, you may lose your entire investment.               

THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND STOCKHOLDERS          
MAY BE UNABLE TO LIQUIDATE THEIR SHARES                                         

         Our Shares are listed on the Over-the-Counter Bulletin Board, and there
is a limited volume of sales, thus providing a limited liquidity into the market
for our shares. As a result of the foregoing, stockholders may be unable to     
liquidate their shares.                                                         

WE ARE RELIANT ON KEY PERSONNEL AND IF WE LOSE ANY OF OUR KEY EMPLOYEES, IT     
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATIONS             

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

-13-

SB-2
14th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 14th
WE MAY NOT BE ABLE TO MANAGE GROWTH EFFECTIVELY AND OUR BUSINESS,               
RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE ADVERSELY AFFECTED       

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

EVEN IF THERE IS A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE          
VOLATILE                                                                        

   Even if there is a market for our Shares, we anticipate that such
market would be subject to wide fluctuations in response to several factors,    
including, but not limited to: (1) actual or anticipated variations in our      
results of operations; (2) our ability or inability to generate new revenues;   
(3) our ability or inability to attract additional investment; and (4) increased
competition.                                                                    

         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 Shares 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 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 Shares. 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  
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,
as well as the current nature of the public markets and our current financial   
condition, 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. If in some future quarter, whether as a result of such a     
fluctuation or otherwise, our results of operations fall below the expectations 
of securities analysts and investors, the trading price of our common stock     
would likely be materially and adversely affected. You should not rely on our   
results of any interim period as an indication of our future performance.       
Additionally, our quarterly results of operations may fluctuate significantly in
the future as a result of a variety of factors, many of which are outside our   
control. Factors that may cause our quarterly results to fluctuate include,     
among others:                                                                   

o    our ability to retain existing clients and customers;    

   o    our ability to attract new clients and customers at a steady
rate;                                               

-14-

SB-2
15th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 15th
o    our ability to maintain client satisfaction;             

o    the extent to which our products gain market acceptance; 

o    the timing and size of client and customer purchases;    

o    introductions of products and services by competitors;   

o    price competition in the markets in which we compete;    

    o    our ability to attract, train, and retain skilled management;

        o    the amount and timing of operating costs and capital expenditures
      relating to the expansion of our business, operations, and
infrastructure; and                                 

      o    general economic conditions and economic conditions specific to
licensing.                                          

RISKS RELATED TO THIS OFFERING

EXISTING SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE        
OF SHARES UNDER THE SEDA                                                        

        The sale of Shares pursuant to the SEDA will have a dilutive impact on
our stockholders. In addition to its 6% fee from each advance, on each sale of  
shares Cornell receives a 2% discount off of the VWAP.. Knightsbridge also      
receives a commission on each advance of approximately 2%. There are also       
offering expenses associated with each advance. Thus, for example, if the       
offering occurred on May, 2005 at an assumed offering price to Cornell of       
$0.04 per share, the new stockholders would experience an immediate dilution in 
the net tangible book value of approximately $ 0.0256 per share.                

         As a result, our net income per share could decrease in future periods,
and the market price of our Shares could decline. In addition, the lower our    
stock price, the more Shares we will have to issue under the SEDA to draw down  
an equivalent amount of funds. If our stock price is lower, then our existing   
stockholders would experience greater dilution.                                 

UNDER THE SEDA CORNELL WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF   
OUR COMMON STOCK AND WILL HAVE AN INCENTIVE TO SELL IT'S SHARES, WHICH MAY CAUSE
THE PRICE OF OUR COMMON STOCK TO DECLINE                                        

    The Shares issued under the SEDA will be issued to Cornell at a 2%
discount to the lowest VWAP of our Shares as quoted by Bloomberg, LP on the     
Over-the-Counter Bulletin Board or other principal market on which the company's
Shares are traded for the five (5) days immediately following the notice date.  
Cornell will have an incentive to immediately sell any shares of our common     
stock that it purchases pursuant to the SEDA to realize a gain on the difference
between the purchase price and the then-prevailing market price of our common   
stock. To the extent Cornell sells its common stock, the common stock price may 
decrease due to the additional shares in the market. This could allow Cornell to
sell greater amounts of common stock, the sales of which would further depress  
the stock price.                                                                

         Cornell may be deemed to beneficially own the shares of common stock to
be issued to Cornell corresponding to a particular advance notice from us even  
before such shares of common stock have been                                    

-15-

SB-2
16th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 16th
delivered to Cornell and may sell those shares before they have been delivered. 
Such sales may cause our stock price to decline.                                

THE SELLING STOCKHOLDERS INTEND TO SELL THEIR SHARES OF COMMON STOCK IN         
THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE             

    The selling stockholders intend to sell in the public market up to
260,861,500 Shares being registered in this offering which may cause our stock  
price to decline. The officers, directors and significant shareholders of the   
company will continue, however, to be subject to the provisions of various      
insider trading and rule 144 regulations.                                       

THE SALE OF OUR STOCK UNDER THE SEDA COULD ENCOURAGE SHORT SALES BY THIRD       
PARTIES, WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK PRICE        

      In many circumstances the provision of a SEDA for companies that are
traded on the Over-the-Counter has the potential to cause a significant downward
pressure on the price of common stock. This is especially the case if the shares
being placed into the market exceed the market's ability to take up the         
increased stock or if we have not performed in such a manner to show that the   
equity funds raised will be used to grow the company. Such an event could place 
further downward pressure on the price of common stock. Under the terms of our  
SEDA, we may request numerous advances pursuant to the terms of the SEDA . Even 
if the company uses the SEDA to grow its revenues and profits or invest in      
assets that are materially beneficial to us the opportunity exists for short    
sellers and others to contribute to the future decline of our stock price. If   
there are significant short sales of stock, it may cause the share price to     
decline which in turn may cause long-term holders of the stock to sell their    
shares which would contribute to increased sales of stock in the market. If     
there is an imbalance on the sell side of the stock, the stock prices will      
decline.                                                                        

       It is not possible to predict those circumstances whereby short sales
could materialize or to what the share price could drop. In some companies that 
have been subjected to short sales the stock price has dropped to near zero.    
This could happen to our stock price.                                           

THE PRICE YOU PAY IN THIS OFFERING WILL FLUCTUATE AND MAY BE HIGHER OR          
LOWER THAN THE PRICES PAID BY OTHER PEOPLE PARTICIPATING IN THIS OFFERING       

   The price in this offering will fluctuate based on the prevailing
market price of the Shares on the Over- the-Counter Bulletin Board. Accordingly,
the price you pay in this offering may be higher or lower than the prices paid  
by other people participating in this offering.                                 

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE SEDA WHEN NEEDED        

    We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided in large part from the SEDA. No     
assurances can be given that such financing will be available in sufficient     
amounts or at all when needed, in part, because we are limited to a maximum draw
down of $300,000 during any five (5) trading day period. There are also         
additional significant restrictions and limitations contained in the SEDA that  
may limit our ability to obtain funds.                                          

WE WILL NOT BE ABLE TO DRAW DOWN UNDER THE SEDA IF CORNELL HOLDS MORE THAN 9.9% 
OF OUR COMMON STOCK.                                                            

Furthermore, in the event Cornell holds more than 9.99% of our
then-outstanding Shares, we will be unable to draw down on the SEDA. Currently, 
Cornell has beneficial ownership of approximately 1.3% of our                   

-16-

SB-2
17th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 17th
Shares, resulting from the initial issuance of the Commitment Shares. If        
Cornell's beneficial ownership becomes 9.99% or more, we would be unable to draw
down on the SEDA. In that event, if we are unable to obtain additional external 
funding or generate revenue from the sale of our products, we could be forced to
curtail or cease our operations.                                                

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 Shares are deemed to be "penny stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks 
are stocks: (a) with a price of less than $5.00 per share; (b) that are not     
traded on a "recognized" national exchange; (c) whose prices are not quoted on  
the Nasdaq automated quotation system; (d) Nasdaq stocks that trade below $5.00 
per share are deemed a "penny stock" for purposes of Section 15(b)(6) of the    
Exchange Act; (e) 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 reduce the potential market for our Shares by reducing the     
number of potential investors. This may make it more difficult for investors in 
our Shares to sell to third parties or to otherwise dispose of them. This could 
cause our stock price to decline.                                               

-17-

SB-2
18th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 18th
FORWARD-LOOKING STATEMENTS

      Information included or incorporated by reference in this prospectus
may contain forward-looking statements. This information may involve known and  
unknown risks, uncertainties and other factors which may cause our actual       
results, performance or achievements to be materially different from the future 
results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe  
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "should," "expect," "anticipate," "estimate," "believe,"    
"intend" or "project" or the negative of these words or other variations on     
these words or comparable terminology.                                          

This prospectus contains forward-looking statements, including
statements regarding, among other things: (a) our projected sales and           
profitability; (b) our growth strategies; (c) anticipated trends in our         
industry; (d) our future financing plans; and (e) our anticipated needs for     
working capital. These statements may be found under "Management's Discussion   
and Analysis or Plan of Operations" and "Description of Business," as well as in
this prospectus generally. Actual events or results may differ materially from  
those discussed in forward- looking statements as a result of various factors,  
including, without limitation, the risks outlined under "Risk Factors" and      
matters described in this prospectus generally. In light of these risks and     
uncertainties, there can be no assurance that the forward-looking statements    
contained in this prospectus will in fact occur.                                

-18-

SB-2
19th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 19th
SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders. The selling shareholders are the entities who have assisted in or 
provided financing to the company. A description of each selling shareholder's  
relationship to us and how each selling shareholder acquired the shares to be   
sold in this offering is detailed in the information immediately following this 
table. (The table excludes: (a) the 60,000,000 treasury shares pledged to       
Montgomery as collateral for our obligations under the Note; and (b) the other  
2,000,000 shares in our treasury.)                                              

                                                        [Enlarge/Download Table]

                                                                                                                    

                                                                         PERCENTAGE OF                              
                                    PERCENTAGE OF        SHARES TO BE     OUTSTANDING                  PERCENTAGE OF
                  SHARES             OUTSTANDING        ACQUIRED UNDER   SHARES TO BE   SHARES TO BE    OUTSTANDING 
   SELLING     BENEFICIALLY            SHARES             THE STANDBY   ACQUIRED UNDER   SOLD IN THE       SHARES   
 STOCKHOLDERS  OWNED BEFORE         BENEFICIALLY            EQUITY        THE STANDBY     OFFERING      BENEFICIALLY
               THE OFFERING       OWNED BEFORE THE       DISTRIBUTION       EQUITY                      OWNED AFTER 
                                     OFFERING(1)           AGREEMENT     DISTRIBUTION                   THE OFFERING
                                                                           AGREEMENT                                

   CORNELL     4,000,000 (2)            1.3%              250,000,000        45.4%       250,000,000       - 0 -    

   MONITOR        200,000           Less than 1%               -               -           200,000         - 0 -    

KNIGHTSBRIDGE    4,441,000              1.5%                   -               -        4,441,000 (3)      - 0 -    

                   SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH CMT                                               

   CORNELL     4,000,000(2)             1.3%              250,000,000        45.4%       250,000,000       - 0 -    

                                           CONSULTANTS AND OTHERS                                                   

   MONITOR        200,000           Less than 1%               -               -              -            - 0 -    
KNIGHTSBRIDGE    4,441,000              1.5%                   -               -              -            - 0 -    

    (1) The applicable percentage of ownership is based on 300,507,663
Shares outstanding as of June 6, 2005. With regards to Knightsbridge, the       
applicable percentage of ownership is based on Beneficial ownership as          
determined in accordance with the rules of the Securities and Exchange          
Commission and generally includes voting or investment power with respect to    
securities. Shares subject to securities exercisable or convertible into Shares 
that are currently exercisable or exercisable within 60 days of June 6,         
2005 are deemed to be beneficially owned by the person holding such securities  
for the purpose of computing the percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the percentage ownership
of any other person. Note that affiliates are subject to Rule 144 and Insider   
trading regulations.                                                            

      (2)      Consists of the 3,800,000 Commitment Shares and the 200,000
Shares  issuable upon exercise of the Cornell Warrant.                          

         (3) An additional 2,220,500 shares may be issued in the future pursuant
to certain anti-dilution rights granted to Knightsbridge under the Consulting   
Agreement.                                                                      

  The following information contains a description of each selling
shareholder's relationship to us and how each selling shareholder acquired the  
shares to be sold in this offering is detailed below. None of the selling       
stockholders have held a position or office, or had any other material          
relationship, with the company:                                                 

-19-

SB-2
20th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 20th
SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH MEDIA TECHNOLOGIES, INC.         

       CORNELL CAPITAL PARTNERS. Cornell is the investor under the SEDA. All
investment decisions of and control of, Cornell are held by its general         
partners, Yorkville Advisors, LLC. Mark Angelo, the managing member of Yorkville
Advisors, makes the investment decisions on behalf of and controls Yorkville    
Advisors. Cornell acquired all shares being registered in this offering in      
financing transactions with us. Those transactions are explained as follows:    

       STANDBY EQUITY DISTRIBUTION AGREEMENT. On April 14, 2005, the company
entered into the SEDA with Cornell. Pursuant to the SEDA, the company may, at   
its discretion, periodically sell to Cornell Shares for a total purchase price  
of up to $10,000,000. For each Share purchased under the SEDA, Cornell will pay 
the company 98% of the VWAP of the company's Shares as quoted by Bloomberg, LP  
on the Over-the- Counter Bulletin Board or other principal market on which the  
Shares are traded for the five (5) days immediately following the notice date.  
Further, Cornell will retain 6% of each advance under the SEDA . In connection  
with the SEDA, Cornell received a commitment fee in the form of the Commitment  
Shares. Pursuant to the SEDA, on April 14, 2005 Cornell was also issued the     
Cornell Warrant for 200,000 Shares. 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.                                                             

 There are certain risks related to sales by Cornell, including:

       The outstanding shares will be issued based on discount to the market
rate. As a result, the lower the stock price around the time Cornell is issued  
shares, the greater likelihood that Cornell receives more shares.               

      To the extent Cornell sells its common stock, the common stock price
may decrease due to the additional shares in the market. This could allow       
Cornell to sell greater amounts of common stock, the sales of which would       
further depress the stock price.                                                

       The significant downward pressure on the price of the common stock as
Cornell sells material amounts of common stock could encourage short sales by   
third parties. This could place further downward pressure on the price of the   
common stock.                                                                   

    PLACEMENT AGENT AGREEMENT. In connection with the SEDA the company
entered into the Placement Agent Agreement with Monitor. As consideration for   
the Placement Agent Agreement, the company issued Monitor the Placement Agent   
Shares. All investment decisions on behalf of Monitor are made by Hsiao- Wen    
Kao.                                                                            

       CONSULTING AGREEMENT. On April 14, 2005, the company entered into the
Consulting Agreement with 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 thereafter 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 issue Knightsbridge the
Knightsbridge Shares. Knightsbridge is also entitled to additional compensation 
in the future based upon any transactions that they bring to the company. In    
addition, Knightsbridge receives a discounted commission on the Montgomery Note 
and on each draw the company makes pursuant to the SEDA, which commissions are  
to be paid by the company.                                                      

              With respect to the sale of unregistered securities referenced
above, all transactions were exempt from registration pursuant to Section 4(2)  
of the Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated    
under the 1933 Act. In each instance, the purchaser had access to sufficient    
information regarding us so as to make an informed investment decision. More    
specifically, we had a reasonable basis to believe that each purchaser was an   
"accredited investor" as defined in Regulation D of the 1933 Act and otherwise  
had the                                                                         

-20-

SB-2
21st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 21st
requisite sophistication to make an investment in our securities.               

 USE OF PROCEEDS
RECEIVED FROM THE SEDA

     This prospectus relates to Shares that may be offered and sold from
time to time by certain selling stockholders. There will be no proceeds to us   
from the sale of Shares. However, we will receive the proceeds from the sale of 
Shares to Cornell under the SEDA. The purchase price of the shares purchased    
under the SEDA will be equal to 98% of the lowest VWAP of our Shares on the     
Over-the-Counter Bulletin Board for the five (5) days immediately following the 
notice date. The company will pay Cornell 6% of each advance as an additional   
fee. Pursuant to the SEDA, we cannot draw more than $300,000 every five trading 
days or more than $10 million over twenty-four months.                          

      For illustrative purposes only, we have set forth below our intended
use of proceeds for the range of net proceeds indicated below to be received    
under the SEDA. The table assumes estimated offering expenses of $75,000 on each
offering, plus a 6% fee payable to Cornell under the SEDA, and a 2% commission  
to Knightsbridge. The figures below are estimates only, and may be changed due  
to various factors, including the timing of the receipt of the proceeds.        

                                                                [Download Table]

                                                                        

GROSS PROCEEDS           $   1,000,000   $   5,000,000    $  10,000,000 

Cornell Fee              $     (60,000)  $    (300,000)   $    (600,000)
Knightsbridge Fee(1)     $     (20,000)  $    (100,000)   $    (200,000)
Other offering expenses  $     (75,000)  $     (75,000)  $      (75,000)
NET PROCEEDS             $     845,000   $   4,525,000    $   9,125,000 
Number of shares issued                                                 
under the SEDA at an        25,000,000      125,000,000      250,000,000
assumed offering price                                                  
of $ 0.04/share (2)                                                     
TOTAL                    $    845,000    $   4,525,000    $   9,125,000 
                              =======        =========        ========= 

(1)      Payment of the Knightsbridge fee is the responsibility of the company, 
pursuant to the Consulting Agreement.                         

(2)      Assumes that $0.04/share represents a 2% discount off of the of the    
    stock for the 5 trading days following each $300,000 request. Also
        assumes that shares are issued without regard to Cornell's 9.99% share
ownership limitations.                                        

     USE OF PROCEEDS: General working capital and repayment of debt. The
SEDA limits our use of proceeds to general corporate purposes, including,       
without limitation, the payment of loans incurred by the company, provided,     
however, that the proceeds may not be used for the payment (or loaned to any    
person for payment) of any judgment or other liability incurred by any executive
officer, officer, director or employee of the company, except for any liability 
owed to such person for services rendered, or if any judgment or other liability
is incurred by such person originating from services rendered to the company, or
the company has indemnified such person from liability.                         

-21-

SB-2
22nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 22nd
DILUTION

        The net tangible book value of CMT as of March 31, 2005 was ($774,439)
or ($0.003) per Share. Net tangible book value per share is determined by       
dividing the tangible book value of CMT (total tangible assets less total       
liabilities) by the number of outstanding Shares. Since this offering is being  
made solely by the selling stockholders and none of the proceeds will be paid to
CMT, our net tangible book value will be unaffected by this offering. Our net   
tangible book value and our net tangible book value per share, however, will be 
impacted by the Shares to be issued under the SEDA. The amount of dilution will 
depend on the offering price and number of Shares to be issued under the SEDA.  
The following example shows the dilution to new investors at an offering price  
of $0.04 per share which is in the range of the recent share price.             

         If we assume that we had issued 250,000,000 Shares under the SEDA at an
assumed offering price of $0.04 per share, less retention fees of $600,000,     
commissions of $200,000, and other offering expenses of $75,000, our net        
tangible book value as of March 31, 2005 would have been $8,350,561 or $0.015   
per share. Note that at an offering price of $0.04 per share, we would receive  
net proceeds of $9,125,000 of the $10,000,000 available under the SEDA. At an   
assumed offering price (to Cornell) of $0.04, Cornell would receive a discount  
of $ 800,000 on the purchase of 250,000,000 Shares. Such an offering would      
represent an immediate increase in net tangible book value to existing          
stockholders of approximately $0.018 per share and an immediate approximate     
dilution to new stockholders of $0.025 per share. The following table           
illustrates the per share dilution:                                             

Assumed public offering price per share (1)                         $ 0.040     
Net tangible book value per share before this offering            ($ 0.003)     
Increase attributable to new investors                              $ 0.018     
                                                               -------
Net tangible book value per share after this offering               $ 0.015     
                                                               -------
Dilution per share to new stockholders                              $ 0.025     
                                                               =======

(1)      Excludes effect of Cornell's 2% discount which, when given effect,     
will have a further dilutive effect.                                            

       The offering price of our Shares is based on the then-existing market
price. In order to give prospective investors an idea of the dilution per share 
they may experience, we have prepared the following table showing the dilution  
per share at various assumed offering prices:                                   

Assumed Offering      Number of Shares to be Issued        Dilution per share 
  Price (1)             to New Investors                  to New Investors

$ 0.02                500,000,000 (2)                        $0.010     
$ 0.04                  250,000,000                          $0.025     
$ 0.08                  125,000,000                          $0.060     
$ 0.12                   83,333,333                          $0.100     

(1)  Excludes effect of Cornell's 2% discount which, when given effect, will    
have a further dilutive effect.                                                 

(2) Exceeds the total number of Shares registered under this registration       
statement.                                                                      

-22-

SB-2
23rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 23rd
 STANDBY EQUITY DISTRIBUTION AGREEMENT

SUMMARY                                                                         

       On April 14, 2005, we entered into the SEDA with Cornell. Pursuant to
the SEDA , we may, at our discretion, periodically sell Shares to Cornell for a 
total purchase price of up to $10,000,000. For each Share purchased under the   
SEDA, Cornell will pay 98% of the lowest VWAP of our Shares on the              
Over-the-Counter Bulletin Board or other principal market on which our Shares   
are traded for the five (5) days immediately following the notice date. The     
number of Shares purchased by Cornell for each advance is determined by dividing
the amount of each advance by Cornell's purchase price for the Shares. Cornell  
will retain 6% of each advance under the SEDA . Cornell is a private limited    
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. In addition, we engaged Monitor, a registered broker-  
dealer, as the Placement Agent in connection with the SEDA. For its services,   
Monitor has previously received 200,000 shares which was equal to approximately 
$10,000 based on our stock price on the date of issuance. The effectiveness of  
the sale of the shares under the SEDA is conditioned upon us registering Shares 
with the Securities and Exchange Commission and obtaining all necessary permits 
or qualifying for exemptions under applicable state law. The costs associated   
with this registration will be borne by us. There are no other significant      
closing conditions to advances under the equity line.                           

 STANDBY EQUITY DISTRIBUTION AGREEMENT EXPLAINED

      Pursuant to the SEDA , we may periodically sell Shares to Cornell to
raise capital to fund our working capital needs. The periodic sale of Shares is 
known as an advance. We may request an advance every five trading days, subject 
to certain other restrictions contained in the SEDA. A closing will be held four
trading days after such written notice at which time we will deliver Shares and 
Cornell will pay the net advance amount. We may request cash advances under the 
SEDA once the underlying shares are registered with the Securities and Exchange 
Commission. Thereafter, we may continue to request cash advances until Cornell  
has advanced us a total amount of $10,000,000 or 24 months after the effective  
date of this registration statement, whichever occurs first.                    

        The amount of each advance is subject to a maximum amount of $300,000,
and we may not submit an advance within five trading days of a prior advance.   
The amount available under the SEDA is not explicitly based on the price or     
volume of our common stock. However, in the event the price of our common stock 
decreases we will have to register additional shares of our common stock to     
attain the maximum amount available under the SEDA. Our ability to request      
advances is conditioned upon us registering the shares with the Securities and  
Exchange Commission. In addition, we may not request advances if the shares to  
be issued in connection with such advances would result in Cornell owning more  
than 9.99% of our outstanding Shares. We would be permitted to make draws on    
the SEDA only so long as Cornell's beneficial ownership of our Shares remains   
lower than 9.9% and, therefore, a possibility exists that Cornell may own more  
than 9.99% of our outstanding common stock at a time when we would otherwise    
plan to make an advance under the SEDA.                                         

       We do not have any agreements with Cornell regarding the distribution
of such stock, although Cornell has indicated that it intends to promptly sell  
any stock received under the SEDA.                                              

   We cannot predict the actual number of Shares that will be issued
pursuant to the SEDA, in part, because the purchase price of the Shares will    
fluctuate based on prevailing market conditions and we have not determined the  
total amount of advances we intend to draw. Nonetheless, we can estimate the    
number of Shares that will be issued using certain assumptions. Assuming we     
issued the number of Shares being registered in the accompanying registration   
statement at an assumed offering price of $ 0.04 per share (which price includes

-23-

SB-2
24th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 24th
Cornell's discount), we would issue 250,000,000 Shares to Cornell for gross     
proceeds of $10,000,000 and approximate net proceeds of $9,125,000. These       
shares, if issued, would represent approximately 45.4% of our outstanding Shares
upon issuance assuming that we have issued no other Shares beyond those issued  
and outstanding as of the date of this registration statement. We will need to  
register additional Shares in order to fully utilize the $10,000,000 available  
under the SEDA if the price at which we sell Shares under the SEDA to Cornell is
less than $ 0.04 per share (inclusive of Cornell's 2% discount).                

         There is an inverse relationship between our stock price and the number
of shares to be issued under the SEDA . That is, as our stock price declines, we
would be required to issue a greater number of Shares under the SEDA for a given
advance. This inverse relationship is demonstrated by the following table, which
shows the number of shares to be issued under the SEDA at an assumed offering   
price (inclusive of Cornell's 2% discount) of $ 0.04 per share and 25%, 50% and 
75% discounts to that price. In the event that the assumed offering price to    
Cornell is lower than $ 0.04 per share, we will not be able to drawn down on the
full $10,000,000 unless we register additional Shares, which is also            
demonstrated in the table below.                                                

                                                                [Download Table]

                                                                                

Offering price                  $ 0.04        $ 0.03       $ 0.02       $ 0.01  
Number of shares  (1)         250,000,000  250,000,000  250,000,000  250,000,000
Total Outstanding Shares (2)  550,507,663  550,507,663  550,507,663  550,507,663
% of Shares Outstanding (3)      45.4%        45.4%        45.4%        45.4%   
Approximate Net Cash to       $ 9,125,000  $ 6,825,000  $ 4,525,000  $ 2,500,000
CMT (4)                                                                         

        (1)      Represents the total number of Shares to be issued to Cornell
at the prices set forth in the table.                                           

 (2) Represents the total number of Shares outstanding after the
issuances to Cornell under the SEDA.                                            

     (3) Represents the Shares being issued as a percentage of the total
number of Shares outstanding. Excludes: (a) 62,000,000 treasury shares,         
60,000,000 of which are pledged as security for the Montgomery Note; (b) the    
Cornell Warrant; (c) options granted under the company's Equity Incentive       
Plan.and and (d) an additional 2,220,500 shares which may be issued to          
Knightsbridge pursuant to certain anti-dilution rights granted to Knightsbridge 
under the Consulting Agreement.                                                 

         (4) Net cash equals the gross proceeds minus the 6% fee to Cornell, the
2% commission to Knightsbridge (to be paid by the company) and $75,000 in other 
estimated offering expenses.                                                    

      Proceeds used under the SEDA will be used in the manner set forth in
the "Use of Proceeds" section on page 21 of this prospectus. We cannot predict  
the total amount of proceeds to be raised in this transaction because we have   
not determined the total amount of the advances we intend to draw. Cornell has  
the ability to permanently terminate its obligation to purchase Shares from us  
under the SEDA if there shall occur any stop order or suspension of the         
effectiveness of this registration statement for an aggregate of fifty (50)     
trading days other than due to acts by Cornell or if the company fails          
materially to comply with certain terms of the SEDA, which remain uncured for   
thirty (30) days after notice from Cornell.                                     

        All fees and expenses under the SEDA will be borne by us. We expect to
incur expenses of approximately $75,000 in connection with this registration,   
consisting primarily of professional fees. In connection with the SEDA, Cornell 
received the Commitment Shares. In addition, we issued Monitor, an unaffiliated 
broker-dealer, the Placement Agent Shares.                                      

-24-

SB-2
25th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 25th
PLAN OF DISTRIBUTION

        The selling stockholders have advised us that the sale or distribution
of our Shares owned by the selling stockholders may be effected directly to     
purchasers by the selling stockholders as principals or through one or more     
underwriters, brokers, dealers or agents from time to time in one or more       
transactions (which may involve crosses or block transactions) (i) on the       
over-the-counter market or in any other market on which the price of our Shares 
are quoted or (ii) in transactions otherwise than on the over-the-counter market
or in any other market on which the price of our Shares are quoted. Any of such 
transactions may be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at varying prices determined at
the time of sale or at negotiated or fixed prices, in each case as determined by
the selling stockholders or by agreement between the selling stockholders and   
underwriters, brokers, dealers or agents, or purchasers. If the selling         
stockholders effect such transactions by selling their Shares to or through     
underwriters, brokers, dealers or agents, such underwriters, brokers, dealers or
agents may receive compensation in the form of discounts, concessions or        
commissions from the selling stockholders or commissions from purchasers of     
Shares for whom they may act as agent (which discounts, concessions or          
commissions as to particular underwriters, brokers, dealers or agents may be in 
excess of those customary in the types of transactions involved).               

         Cornell is an "underwriter" within the meaning of the Securities Act of
1933 in connection with the sale of Shares under the SEDA . Cornell will pay us 
98% of the lowest VWAP of our Shares on the Over-the- Counter Bulletin Board or 
other principal trading market on which our Shares are traded for the five days 
immediately following the advance date. Cornell will retain 6% of the proceeds  
received by us under the SEDA. Cornell also received a commitment fee in the    
form of the 3,800,000 Commitment Shares. The 6% fee and Commitment Shares are   
underwriting discounts. In addition, we engaged Monitor, a registered broker-   
dealer, to act as placement agent in connection with the SEDA. For its services,
Monitor received the Placement Agent Shares.                                    

         We will pay all the expenses incident to the registration, offering and
sale of the Shares to the public hereunder other than commissions, fees and     
discounts of underwriters, brokers, dealers and agents. If any of these other   
expenses exists, we expect the selling stockholders to pay these expenses. We   
have agreed to indemnify Cornell and its controlling persons against certain    
liabilities, including liabilities under the Securities Act. We estimate that   
the expenses of the offering to be borne by us will be approximately $ 75,000 as
well as retention of 6% of the gross proceeds received under the SEDA, in       
addition to commissions payable to Knightsbridge (said commissions to be paid by
the company). The offering expenses consist of: an SEC registration fee of      
$1,535.20, printing expenses of $15,000, accounting fees of $5,000 and          
legal fees of $50,000, and miscellaneous expenses of $5,000. We will not        
receive any proceeds from the sale of any of the Shares by the selling          
stockholders. We will, however, receive proceeds from the issuance of Shares    
under the SEDA.                                                                 

        Cornell was formed in February 2000 as a Delaware limited partnership.
Cornell is a domestic hedge fund in the business of investing in and financing  
public companies. Cornell does not intend to make a market in our stock or to   
otherwise engage in stabilizing or other transactions intended to help support  
the stock price. Prospective investors should take these factors into           
consideration before purchasing Shares.                                         

        Under the securities laws of certain states, the Shares may be sold in
such states only through registered or licensed brokers or dealers. The selling 
stockholders are advised to ensure that any underwriters, brokers, dealers or   
agents effecting transactions on behalf of the selling stockholders are         
registered to sell securities in all fifty states. In addition, in certain      
states the Shares may not be sold unless they have been registered or qualified 
for sale in such state or an exemption from registration or qualification is    
available and we have complied with it.                                         

-25-

SB-2
26th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 26th
     The selling stockholders should be aware that the anti-manipulation
provisions of Regulation M under the Exchange Act will apply to purchases and   
sales of Shares by the selling stockholders, and that there are restrictions on 
market-making activities by persons engaged in the distribution of the Shares.  
Under Regulation M, the selling stockholders or their agents may not bid for,   
purchase, or attempt to induce any person to bid for or purchase,               
Shares while such selling stockholders are distributing shares covered by this  
prospectus. The selling stockholders are advised that if a particular offer of  
Shares is to be made on terms constituting a material change from the           
information set forth above with respect to the Plan of Distribution, then, to  
the extent required, a post-effective amendment to the accompanying registration
statement must be filed with the Securities and Exchange Commission.            

        In the event that Cornell holds more than 9.9% of our then-outstanding
common stock, we will be unable to obtain a cash advance under the SEDA. A      
possibility exists that Cornell may own more than 9.9% of our outstanding common
stock at a time when we would otherwise plan to make an advance under the SEDA. 
In that event, if we are unable to obtain additional external funding or        
generate revenue, we could be forced to curtail or cease our operations.        
Furthermore, Cornell may be deemed to beneficially own the shares of common     
stock to be issued to Cornell corresponding to a particular advance notice from 
us even before such shares of common stock have been delivered to Cornell and   
may sell those shares before they have been delivered.                          

-26-

SB-2
27th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 27th
 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

COMPARISON OF RESULTS OF OPERATIONS FOR 2004 AND 2003                           

     On August 24, 2004 the company, through a newly formed wholly owned
subsidiary acquired, by merger, all of the assets and business of Trust         
Licensing, LLC. 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
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.     

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

We plan to leverage an existing patent portfolio and related  
intellectual property and technology in order to build a collection of licensees
in the areas of entertainment content (film, music, video), education,          
advertising, travel and promotion. In addition to pursuing direct licensing     
royalty arrangements, we will also seek to enforce our existing issued patent   
and any subsequently issued or acquired issued patents against those that       
infringe. We may also actively incubate and/or acquire equity interests in      
select growth-oriented companies that can benefit from integration and          
utilization of our intellectual property. We may also seek to acquire additional
patents and patent portfolios.                                                  

Our initial core asset is United States Patent #6,101,534,    
"Interactive, Remote, Computer Interface System." ("'534 Patent"). We have also 
filed several additional patent applications with the United States Patent and  
Trademark Office.                                                               

        In general, the claims of the '534 Patent cover technology that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be "controlled" or "released" for access by the 
user by visiting a related website on the Internet.                             

        We are a development stage company and remain in the very early stages
of implementing our business plan. Nonetheless, we have already successfully    
generated other income and taken other actions to increase the value of our     
issued patent. Over time, our plan is to attempt to generate revenue from       
several sources. These sources may include royalties from patent and technology 
licensing, the development and sale of software applications that use our       
intellectual property, and from revenue sharing opportunities that arise from   
the "unlocking" or "release" of embedded content (for example, hidden additional
content on trailers and soundtracks can be used to stimulate immediate          
impulse-buy online purchases). We believe that if these potential revenue       
streams materialize in a timely and meaningful fashion, it will enable us to    
increase shareholder value. However, we do not believe that cash flow from      
operations alone will be sufficient to fund our activities in the next 12       
months. As of December 31, 2004, the company had total assets of approximately $
63,854 ($ 33,991 of which is cash), and total liabilities of $ 551,075. As      
described below, we will need to obtain additional financing for us to both     
implement our plans and to continue as a going concern.                         

     Revenue Recognition.   We follow the guidance of the Securities and
Exchange Commission's Staff                                                     

-27-

SB-2
28th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 28th
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 the ability to collect 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 our 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 from the period of January 1, 2004 through December 31, 2004.           

     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 from the period of January 1, 2004 through   
December 31, 2004.                                                              

   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 twelve months ended December 31, 2004.                                      

      Contingencies and Litigation. We record an accrual for contingencies
and related liabilities such as litigation when an adverse outcome is probable  
and the amount of the potential liability can be reasonably estimated. We are   
not currently a party in any litigation nor are we subject to any such          
contingencies.                                                                  

        Revenue. Our revenue was zero for the twelve months ended December 31,
2004 and for the same period in 2003.                                           

  Other income. For the twelve months ended December 31, 2004, the
company recognized $ 700,000 in other income resulting from the settlement of a 
civil action relating to one of the company's patents. No other income was      
recognized for the twelve months period ending December 31, 2004, nor for the   
twelve months period ending December 31, 2003.                                  

    Operating Expenses. Operating expenses for the twelve months ended
December 31, 2004 was $950,735, compared to operating expenses of $ 177,805 for 
the same period in 2003. The increase in operating expenses results primarily   
from the following: increase in payroll (resulting from employment contracts    
with officers), professional fees incurred in connection with the merger and    
related public company filings, cost of recapitalization, and R&D and rent which
did not exist in 2003.                                                          

      Net Loss. Our net loss for the twelve months ended December 31, 2004
was $ 254,568, compared to net losses of $177,805 for the same period in 2003.  
The increase in net loss results primarily from increase in operating expenses. 

COMPARISON OF MARCH 31, 2005 TO MARCH 31, 2004                                  

    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                                                                    

-28-

SB-2
29th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 29th
customer is fixed or determinable, and the ability to collect 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, licensing  
revenue or other income from the period of January 1, 2005 through March 31,    
2005. As of March 31, 2005, the company had total assets of approximately       
$17,412 ($3,158 of which is cash), and total liabilities of $791,851.           

   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 twelve months ended March 31, 2005.                                         

      Contingencies and Litigation. We record an accrual for contingencies
and related liabilities such as litigation when an adverse outcome is probable  
and the amount of the potential liability can be reasonably estimated. We are   
not currently a party in any litigation nor are we subject to any such          
contingencies.                                                                  

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

         Other income. For the three months ended March 31, 2005 no other income
was recognized compared to other income of $ 700,000 for the same period in     
2004. Other income during the same period in 2004 resulted from the settlement  
of a civil action relating to one of the company's patents.                     

         Operating Expenses. Operating expenses for the three months ended March
31, 2005 were $286,075, compared to operating expenses of $ 22,297 for the same 
period in 2004. The increase in operating expenses results primarily from the   
following: an increase in payroll, professional fees, and research and          
development.                                                                    

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

LIQUIDITY AND CAPITAL RESOURCES                                                 

   At March 31, 2005 we had $ 3,158 in cash. We have no other liquid
assets. The company intends to finance its activities through use of the private
and public debt and equity financing, including use of the Montgomery Note and  
the SEDA. Prior to the Cornell transaction, the company financed its activities 
primarily through loans from, and loans secured by, related parties.            

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

-29-

SB-2
30th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 30th
funding will be available as needed, or upon terms that are favorable. In       
addition, we may need to curtail the implementation of our core business        
activities and plans if funding is not available.                               

CAPITAL EXPENDITURES AND COMMITMENTS                                            

      We did not acquire a material amount of fixed assets during 2004 and
currently do not plan to do so during the next fiscal year.                     

OFF-BALANCE SHEET ARRANGEMENTS                                                  

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

SUBSEQUENT EVENTS                                                               

    On April 14, 2005, the company entered into the SEDA with Cornell.
Pursuant to the SEDA, 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 Shares 
purchased under the SEDA, Cornell will pay the company 98% of the lowest VWAP of
the company's Shares as quoted by Bloomberg, LP on the Over-the-Counter Bulletin
Board or other principal market on which the company's Shares are traded for the
5 days immediately following the notice date. Further, Cornell will retain 6% of
each advance under the SEDA. In connection with the SEDA, Cornell received the  
Commitment Shares: a fee including 3,800,000 Shares of which 1,900,000 were     
issued on execution of the SEDA and 1,900,000 were issued with the company's    
receipt of the second installment (as defined below).                           

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

     Pursuant to the SEDA, Cornell was also issued a warrant for 200,000
Shares. The warrant is exercisable for a period of two (2) years from the date  
of issuance, which is April 14, 2005. The exercise price per share under the    
warrant is $0.01 per share and the Shares issuable upon exercise of the warrant 
are to be included in the registration statement.                               

    In connection with the SEDA the company entered into the Placement
Agent Agreement with Monitor. Pursuant to the Placement Agent Agreement, the    
company paid a one-time placement agent fee of 200,000 Shares, equal to         
approximately $10,000 based on the market price of the Shares at the time of    
issuance.                                                                       

       The company also entered into an agreement with 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, 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 has also issued Knightsbridge 4,441,000 Shares, which amount   
represented 1.5% of the company's issued and outstanding Shares on a fully      
diluted basis on the date of issuance.. Knightsbridge is also entitled to       
additional compensation in the future based upon any transactions that they     
bring to the company and has certain anti-dilution rights which may require the 
company to issue Knightsbridge up to an additional 2,220,500 Shares.            

-30-

SB-2
31st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 31st
       Simultaneous with the execution of the SEDA, the company executed the
Montgomery Note. The company plans on using the proceeds of the Montgomery Note 
as bridge financing. The proceeds will be received by the company in two        
installments of $300,000. The first installment was received on April 15, 2005  
and the second installment was received by the company on June 2, 2005. 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 shall make payments of interest only. Thereafter, the       
company shall make payments of principal and interest until maturity.           
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, the company pledged 60,000,000 Shares 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 otherwise sufficient to effectuate repayment of the principal and accrued
interest due and outstanding, using $ 0.03/share - the closing bid price of the 
company's Shares, as quoted by Bloomberg, LP, on the date of issuance of the    
Montgomery Note.                                                                

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

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

        On May 16, 2005 the Registrant entered into a Loan Extension Agreement
with Trust III pursuant to which the maturity dates of various Notes were       
extended to December 9, 2005. The specific extensions granted were as follows:  

                                                                [Download Table]

                                                                                  

Original Issue Date  Principal Amount  Original Maturity Date  New Maturity Date  

August 24, 2004      $ 165,000         May 25, 2005            December 9, 2005   
October 8, 2004      $  25,000         July 8, 2005            December 9, 2005   
March 9, 2005        $  55,000(1)      See Note (2) Below.     December 9, 2005(3)

(1) The March 9, 2005 was structured as a Promissory Note/Line of Credit. As of 
May 26, 2005, $ 42,000 of principal has been drawn down under this Note.        

(2) The original maturity date of the March 9, 2005 Note was the earlier of: (a)
the Company receiving a bridge loan or equity investment that nets the Company  
at least $ 300,000; or (b) December 9, 2005.                                    

(3) Company agreed to pay $ 30,000 of principal due on the March 2005 Note      
promptly after receipt of the proceeds of the "Second Closing" (as that term is 
defined in the Promissory Note by and between Trust and Montgomery Equity       
Partners, Ltd., dated April 14, 2005).                                          

        In early May 2005 the Registrant was advised by the Secretary of State
of the State of Delaware, that the State had failed to notify the Registrant    
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        
Registrant change its name. Therefore, the Registrant changed its name to       
Connected Media Technologies, Inc. The Amendment was approved by shareholders   
owning an excess of fifty (50%) percent of the outstanding common stock of      
Registrant in accordance with Delaware Law without holding a meeting of         
shareholders.                                                                   

-31-

SB-2
32nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 32nd
NEW  ACCOUNTING  PRONOUNCEMENTS                                                 

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

        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        
adoption of this Standard is not expected to have any materail impact on the    
Company's consolidated finacial position, results of operations or cash flows.  

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

CRITICAL ACCOUNTING ESTIMATES                                                   

       Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in  
accordance with accounting principals generally accepted in the United States.  
The preparation of these financial statements requires us to make estimates and 
judgments that affect the reported amounts of assets, liabilities, revenues and 
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates on various     
assumptions that we believe to be reasonable under the circumstances, the       
results of which form the basis for making judgments about carrying values of   
assets and liabilities that are not readily apparent from other sources. Actual 
results may differ from these estimates under different assumptions or          
conditions.                                                                     

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

  Depreciation. CMT uses the double-declining balance depreciation
method.                                                                         

-32-

SB-2
33rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 33rd
         Going Concern. CMT has been in the development stage since inception on
July 19, 2001, and has not generated any revenues from its planned operations,  
has recorded a loss of $291,184 for the quarter ended March 31, 2005, and is in 
serious need of additional financing to fully implement its planned exploration.
These factors among others indicate that CMT may be unable to continue as a     
going concern, particularly in the event that it cannot obtain additional       
financing. The accompanying unaudited consolidated financial statements for the 
three months ended March 31, 2005 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 CMT cannot continue in         
existence.                                                                      

 DESCRIPTION OF BUSINESS

 GENERAL

        We are a Technology and Intellectual Property creation, management and
licensing company, whose mission is to be an architect and licensor of cutting  
edge, state-of-the-art technology concepts, with a wide range of potential      
commercial applications.                                                        

        We were originally formed to leverage an existing patent portfolio and
related intellectual property and technology in order to build a collection of  
licensees in the areas of entertainment content (e.g. film, music, and video),  
education, advertising, travel and promotion. In addition to pursuing direct    
licensing royalty arrangements we also seek to enforce our existing issued      
patent and any subsequently issued or acquired patents 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 CMT-owned intellectual property. CMT may also seek to acquire    
additional patents and patent portfolios.                                       

BUSINESS DEVELOPMENT

Mountaintop Corporation becomes New Mountaintop Corporation   

       The company was first organized as a Delaware corporation on December
11, 1989 under the name Mountaintop Corporation. 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 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. New       
Mountaintop Corporation subsequently announced its intention to seek new        
business opportunities.                                                         

      New Mountaintop Corporation becomes Trust Licensing, Inc., now known
as Connected Media Technologies, Inc.                                           

  On August 24, 2004 the company became a reporting public company
through a reverse triangular merger with New Mountaintop Corporation, which     
acquired, by merger, all of the assets and business of Trust Licensing, LLC     
("TLLC"), a Florida limited liability company. As consideration for the merger  
the principals of TLLC received shares of common stock, representing            
approximately 93% of the issued and outstanding                                 

-33-

SB-2
34th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 34th
shares of the company. The name of New Mountaintop Corporation was subsequently 
changed to Trust Licensing, Inc. On December 31, 2004, the company became       
eligible for trading on the over-the-counter bulletin board under the symbol    
CNCM.OB.                                                                        

      In 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 requirements
of applicable Delaware Banking Law and requested that the Company change its    
name On May 17, 2005 the company changed its name to Connected Media            
Technologies, Inc. Thereafter, on May 20, 2005 its trading symbol changed to    
CNCM.OB.                                                                        

BUSINESS

   The core initial asset of CMT is United States Patent #6,101,534,
"Interactive, Remote, Computer Interface System" ("'534 Patent") which was filed
in 1997 and granted in 2000. CMT also has seven additional patent applications  
filed with the United States Patent and Trademark Office ("USPTO") and is       
planning to file numerous additional patent applications. The pending and soon  
to be filed patents are not necessarily limited to the areas and potential      
market sectors of the '534 patent. (As a technical matter, the issued patent and
the patents pending are held by one of CMT's wholly-owned subsidiary            
corporations.)                                                                  

        In general, the claims of the `534 Patent cover technology that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be "controlled" or "released" for access by the 
user by visiting a related website on the Internet.                             

Generally, the patent relates to the followin                 
types of technology: Multimedia content that is stored on     
   a removable local media (including, but not limited to CD-ROM and
         DVD-ROM discs) that can be "controlled" or "released" for access by the
         user by visiting a related website on the Internet. For example, if you
       place a CD or DVD in the computer drive and go to the appropriate web
       site, when you click on a link on the website, content is played back
         from the CD or DVD. This process can be used to "time-release" content,
      or use the web to "unlock" or time-release content on the local disc
that is otherwise unavailable to the user.                    

The original target for the technology was  "promotional"     

       By using CD-ROMs and the patented technology, full motion video could
   be added to websites without the need for a broadband connection.

By using CD-ROMs and the                                      
patented technology, users who receive the CD would be        
directed to specific related websites where dynamic           
information and content could be added to their CD            
experience, and demographic information could be captured     
by the website in exchange for giving the user access to      
enhanced or bonus content on the CD.                          

        All of the above can be applied to DVD-ROM and other removable digital
media formats.                                                

Other claims of the patent include certain systems where:     

The local content can ONLY be "unlocked" from the Internet    
The "unlocking" of content can be tied to a specific PC       
    The related website can "look" for a specific CD/DVD and alert the
user if the correct CD/DVD is not present                     

-34-

SB-2
35th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 35th
        Essentially every computer sold today has either a CD-ROM drive and/or
a DVD drive and has the ability to access the Internet. In addition, next       
generation DVD players will also have the ability to access the Internet, either
directly, or by connecting through a home or business media hub. Microsoft,     
Panasonic, Samsung, among others are currently showing and will soon be offering
these media hubs. Any CD or DVD that is played on a computer or player with     
access to the Internet can utilize technology covered under the '534 patent.    

   We believe that there are many potential applications of the '534
patent in the entertainment/content areas, including potential uses in the areas
of piracy control for music and video. For example:                             

     By tying a CD or DVD to the Internet you can prevent/control piracy

    By "unlocking" special content from the Internet, you can create a
    reason for consumers to own an original CD/DVD instead of pirating
content                                                       

     By requiring a visit to a specific web site in order to "unlock" or
      release CD-ROM or DVD content, you can drive targeted traffic to web
       sites and capture valuable user information and demographics, as well
  as information that can also be used to validate ownership of an
"original"...                                                 

        As for future potential applications of the patent, it is important to
note that "Removable Storage Media" is not limited to CD/DVD formats, and there 
are potential applications of the patent in other media, including flash memory 
cards, such as those used in digital cameras, laptops and PDAs.                 

    The patent may also have broad applications in the educational and
distance learning areas, the entertainment (film, music and video areas), travel
related marketing services, the marketing/promotional area, the publishing      
areas, the digital photography area, the real estate area, and other areas that 
can now benefit from incorporating enhanced and/or locked content with links to 
the Internet.                                                                   

      In addition to the issued patent, CMT has several additional patents
pending that were filed in 2001 and that the company believes the patent office 
will shortly action. Furthermore the company has recently filed for four        
additional patents in related and other technology arenas, and has a number of  
other new patent filings being prepared.                                        

Customers                                                                       

         Our targeted customers include licensees and potential licensees in the
areas of entertainment content (e.g. film, music, and video), education,        
advertising, travel and promotion, who may deploy applications that utilize our 
patent or our intellectual property. In addition, our licensees may generally   
include those entities that, without an appropriate license from us, would be   
infringing upon our patent rights. Though it is possible that we may grant      
licenses to our pending patent applications, we anticipate that in the near     
future most licenses will involve our issued '534 patent.                       

Competition                                                                     

  We are subject to intense competition. The CD, DVD, software and
Internet industries are highly competitive. The company's competitors range from
small companies with limited resources to large companies with substantial      
financial, technical and marketing resources. Competitors with greater financial
resources than us may be able to broaden their offerings, make greater          
investments in design and product development, undertake more extensive         
marketing campaigns, and adopt more aggressive pricing policies than            

-35-

SB-2
36th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 36th
the company. There can be no assurance that the company will be able to respond 
effectively to market changes or to compete successfully in the future.         

Description of Property                                                         

    We do not own any real property. Our corporate offices are located
within two leased offices in a professional office suite complex at 950 South   
Pine Island Road, Suite A15-1094, Plantation, Florida. The term of our current  
lease runs through December 31, 2005, our rent is approximately $2,200 per      
month, and the property is in good condition. We use our corporate offices for  
all of our operations.                                                          

Legal Proceedings                                                               

None.                                                         

Employees                                                                       

   As of June 6, 2005 we employed 4 people on a full-time basis. Our
success is highly dependent on our ability to attract and retain qualified      
employees. Competition for qualified employees remains intense in our industry. 
We believe that we can attract and retain qualified employees, but we cannot    
guarantee that we will be as successful. None of our employees are subject to   
collective bargaining agreements. We believe that our relationship with our     
employees is excellent.                                                         

MANAGEMENT

Our executive officers as of June 6, 2005 were as follows:                      

Name              Age         Position with the company   
----                                                      
Leigh M. Rothschild       52          Chairman of the Board               
Jeffrey W. Sass           46          Chief Executive Officer and Director
Michael R. Moore          37          Executive Vice President, Business &
                              Legal Affairs and Director
Jay Howard Linn           71          Acting Chief Financial Officer      
Adam Bauman               47          Director                            

Leigh M. Rothschild,  Chairman: Mr. Rothschild is currently Chairman and Founder
of CMT.  Mr.  Rothschild  is an  established  inventor  who to date has been the
inventor of six issued US patents and five pending  patents with various patents
pending  worldwide.  Mr. Rothschild has licensed his patent portfolio to several
companies.  From October 1998 through February 2004, Mr. Rothschild was Chairman
and founder of BarPoint.com,  Inc. publicly traded wireless information company.
In February 2004 BarPoint engaged in a reverse merger transaction with Fundever,
Inc. and BarPoint  subsequently  changed its name to LoyaltyPoint,  Inc. (OTCBB:
LYLP).  Prior to  founding  BarPoint  Mr.  Rothschild  was  President  and Chief
Executive Officer of IntraCorp Entertainment,  Inc., a consumer software company
with  worldwide  product  distribution.  Rothschild  is  a  former  presidential
appointee  to the  High-Resolution  Board for the  United  States  under  former
President George H. W. Bush. He has served three Florida governors on technology
boards and served as a special advisor to then Florida Secretary of Commerce Jeb
Bush. Mr. Rothschild currently serves on the IT Florida Technology Board        

-36-

SB-2
37th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 37th
as an appointee of the Governor (Bush). In the past Presidential election, Mr.  
Rothschild chaired the Bush/Cheney Florida Technology Leadership Council. Prior 
to founding Intracorp in 1984, Rothschild was a real estate investor and founded
several high technology companies. Mr. Rothschild chairs the Rothschild Family  
Foundation, which has given endowments to outstanding charities and institutions
including the Tampa Children's Home, Miami Symphony Orchestra, and the          
University of Miami School of Business. Mr. Rothschild is also active in the    
Rothschild Entrepreneurial Prize at the University of Miami School of Business. 
Rothschild has an undergraduate degree from the University of Miami, where he   
also completed the Graduate Program in Management Studies.                      

Jeffrey W. Sass, President, Chief Executive Officer and Director: A veteran of  
the entertainment, licensing, and computer industries, Jeffrey Sass is currently
President and CEO and a co-founder of CMT. From October 1998 through December   
2001, Mr. Sass was co-founder and Chief Operating Officer of BarPoint.com, a    
wireless information company. Mr. Sass became BarPoint's President and Chief    
Executive Officer in January 2002 and served in that capacity through February  
2004 when BarPoint engaged in a reverse merger transaction with Fundever, Inc.  
and BarPoint subsequently changed its name to LoyaltyPoint, Inc. (OTCBB: LYLP). 
Previously Mr. Sass has held management, production, and marketing positions at 
companies including Gametek, Inc., (1994-1995), Intracorp Entertainment         
(1995-1997), and Troma Entertainment (1987-1994). At Troma, he started and ran  
the independent movie studio's licensing and merchandising division, working    
closely with more than 70 manufacturers worldwide including Marvel Comics,      
Playmates Toys, Golden Books Publishing, Sega, Bandai and more. After Intracorp,
in July 1997, Jeff formed the Marketing Machine, a full- service marketing      
agency and consultant firm, servicing clients in computer hardware, software and
other industries. Mr. Sass is a graduate of Cornell University.                 

Michael R. Moore, Executive Vice President, Business & Legal Affairs and        
Director: Michael is a corporate transactional attorney, with over ten years of 
experience in business development and venture capital, focusing primarily in   
the Internet and technology industry. Prior to joining CMT, from July 2000      
through February 2004 Mr. Moore was Vice President of Business & Legal Affairs  
of BarPoint.com (OTC BB: BPNT), a wireless information company. In February 2004
BarPoint engaged in a reverse merger transaction with Fundever, Inc. and        
BarPoint subsequently changed its name to LoyaltyPoint, Inc. (OTCBB: LYLP).     
Previously, from the fall of 1994 through early 1997 Mr. Moore worked as a      
senior associate in the corporate transactions and commercial litigation        
department at a large law firm where he co-founded the firm's technology        
committee and thereafter, from early 1997 through July 2000 held a senior       
management position at HotOffice Technologies, Inc., the developer of an        
award-winning Intranet service. Mr. Moore simultaneously received his Juris     
Doctor, cum laude, and his Master of Business Administration, with highest      
distinction, from the State University of New York at Buffalo in 1993.          

Jay Howard Linn, Acting Chief Financial Officer: Since 1995 Mr. Linn has        
practiced as a Certified Public Accountant in his own firm. Prior to opening his
own office, he was a partner in the CPA firm of Moss & Linn and predecessor     
partnerships for 14 years in North Miami, Florida. From 1977 to 1981 he         
maintained a CPA practice in his own name in North Miami. Prior to that he was a
partner in the CPA firm of Sidney Wasserman & company in Miami Beach, Florida.  
Mr. Linn is also an attorney admitted to practice in U.S. Tax Court, the        
Southern District of Florida and Florida courts. He also serves as President of 
The Rothschild Charitable Foundation and was a founding director of Homestead   
Federal Savings Bank. He received a Bachelor of Business Administration in 1955 
and a Juris Doctor in 1962 from the University of Miami. Mr. Linn is not        
employed as a full time basis with the company. Mr. Linn also serves as Trustee 
of Irrevocable Trust Agreement Number III.                                      

Adam Bauman, Director: For more than five years Adam has been the CEO and       
President of STI, an executive talent management firm which advises senior      
management in the entertainment, publishing, technology, fashion and retail     
industries. Since its founding in 1996, executives have retained STI to         

-37-

SB-2
38th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 38th
strategically advise them on e-commerce, emerging technologies, investments,    
media exposure, eminence, strategic alliances, board seats, career opportunities
and advancement, and other arenas in which they may be personally interested.   
Adam holds both MFA in Motion Picture Production Management and MBA in Executive
Management degrees from the University of Southern California, and a BA in Radio
and Television degree from California State University at Long Beach.           

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS                                        

         None of our officers, directors, promoters or control persons have been
involved in the past five years in any of the following:                        

       (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;                              

   (2) any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor       
offenses);                                                                      

      (3) Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, or any court of competent jurisdiction,         
permanently or temporarily enjoining, barring, suspending or otherwise limiting 
his involvement in any type of business, securities or banking activities; or   

  (4) Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have     
violated a federal or state securities or commodities law, and the judgment has 
not been reversed, suspended, or vacated.                                       

AUDIT COMMITTEE AND FINANCIAL EXPERT                                            

         We do not have an audit committee. Our Board of Directors performs some
of the same functions of an audit committee, such as: recommending a firm of    
independent certified public accountants to audit the annual financial          
statements; reviewing the independent auditors' independence, the financial     
statements and their audit report; and reviewing management's administration of 
the system of internal accounting controls. We do not currently have a written  
audit committee charter or similar document.                                    

CODE  OF  ETHICS                                                                

We have adopted a corporate code of ethics, attached to this  
registration statement as exhibit 14.1. The company believes its code of ethics 
is reasonably designed to deter wrongdoing and promote honest and ethical       
conduct; provide full, fair, accurate, timely and understandable disclosure in  
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the code.          

-38-

SB-2
39th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 39th
The following table discloses executive compensation received for the three     
fiscal years ended December 31, 2004.                                           

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                                                 

Name and Principal                   Annual                     Long-Term                                        
Position                             Compensation               Compensation Awards                              

                                                                 Restricted                                      
     Name and Principal    Year       Salary          Bonus        Stock             Securities/       All Other 
          Position                                                Award(s)           Options (#)     Compensation

Leigh M. Rothschild,     2004    $ 122,622 (1)     $  - 0 -  $      - 0 -       $       - 0 -     $  3,750.00 (2)
Chairman                 2003    $      -0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  
                         2002    $     - 0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  

Jeffrey W. Sass          2004    $ 122,622 (3)     $  - 0 -  $      - 0 -       $       - 0 -     $  3,750.00 (4)
President and CEO        2003    $      -0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  
                         2002    $     - 0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  

Michael R. Moore,        2004    $  77,014 (5)     $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  
EVP, Business &          2003    $      -0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  
  Legal Affairs          2002    $     - 0 -       $  - 0 -  $      - 0 -       $       - 0 -     $       - 0 -  


         (1) Mr. Rothschild executed an employment agreement with the company on
August 23, 2004. The base annual salary is $ 175,000. Mr. Rothschild's 2004     
salary was calculated to include: (a) pre-merger compensation earned from Trust 
Licensing, LLC during 2004; and (b) post-merger compensation earned from the    
company for the period of August 23, 2004 through December 31, 2004. To provide 
assistance to the company's cash flow, Mr. Rothschild agreed to defer payment of
$ 41,958 of his 2004 base salary and $ 20,460 of his 2005 base salary (earned   
between January 1, 2005 and March 31, 2005) until a later, unspecified date.    
These amounts have been accrued as a current liability on the company's Balance 
Sheet.                                                                          

        (2) Represents the approximate value of a monthly automobile allowance
as provided in Mr. Rothschild's employment agreement, through December 31, 2004.

   (3) Mr. Sass executed an employment agreement with the company on
August 23, 2004. The base annual salary is $ 175,000. Mr. Sass's 2004 salary was
calculated to include: (a) pre-merger compensation earned from Trust Licensing, 
LLC during 2004; and (b) post-merger compensation earned from the company for   
the period of August 23, 2004 through December 31, 2004. To provide assistance  
to the company's cash flow, Mr. Sass agreed to defer payment of $ 41,958 of his 
2004 base salary and $ 20,460 of his 2005 base salary (earned between January 1,
2005 and March 31, 2005) until a later, unspecified date. These amounts have    
been accrued a current liability on the company's Balance Sheet.                

        (4) Represents the approximate value of a monthly automobile allowance
as provided in Mr. Sass's employment agreement, through December 31, 2004.      

    (5) Mr. Moore executed an employment agreement with the company on
August 23, 2004. The base annual salary is $132,000. Mr. Moore's 2004 salary    
was calculated to include: (a) pre-merger compensation earned from Trust        
Licensing, LLC during 2004; and (b) post-merger compensation earned from the    
company for the period of August 23, 2004 through December 31, 2004. To provide 
assistance to the company's cash flow, Mr. Moore agreed to defer payment of     
approximately $25,182 of his 2004 base salary until a later, unspecified date.  
This amount relates to compensation earned during 2004 and has been accrued as a
current liability on the company's Balance Sheet. On May 1, 2005, Mr. Moore's   
employment contract 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. Mr. Moore has agreed to accept payment of salary at the pre-amendment 
contracted salary rate until August 24, 2005. Currently and until August 24,    
2005, the salary increase will be accrued and added to total compensation owed  
to him.                                                                         

-39-

SB-2
40th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 40th
PRINCIPAL STOCKHOLDERS

The following table sets forth as of June 6, 2005 certain information as of the 
record date concerning the beneficial ownership of our Shares by: (i) each      
person known by us to be the beneficial owner of more than 5% of our outstanding
Shares; (ii) each director; (iii) each of the named executive officers (as      
defined below); and (iv) all executive officers and directors as a group.       

                                                                [Download Table]

                                                                              

                                  Amount and Nature of                        
   Name                           Beneficial Ownership of  Percent of Class(2)
                                     Common Shares                            
Leigh M. Rothschild                 173,427,700 (1)             57.7%         
Irrevocable Trust Agreement                                                   
Number III                            126,785,100               42.2%         

Jeffrey W. Sass                        65,018,000               21.6%         
Michael R. Moore                       10,000,000                3.3%         
Jay Howard Linn                         1,000,000                 *           
Adam Bauman(3)                            300,000                 *           
Executive Officers and Directors                                              
as a Group (5 persons)                249,445,700               83.0%         
                                      ------------                            

* Less than 1%                                                                  

     (1) Includes 46,642,600 shares owned by Mr. Rothschild directly and
126,785,100 owned by Irrevocable Trust Agreement Number III, a trust in which   
Mr. Rothschild is a direct beneficiary.                                         

       (2) Excludes: (a) 60,000,000 treasury shares pledged to Montgomery as
collateral for CMT's obligations under the Note; and (b) 2,000,000 other        
treasury shares held by the company. Also excludes the Cornell Warrant and      
options issued pursuant to the company's Equity Incentive Plan.                 

       (3) Represents the granting of a 300,000 option on May 23, 2005 which
option expires May 23, 2015 and is exercisable at $0.04 per share and vests     
on the year anniversary of service.                                             
-40-

SB-2
41st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 41st
 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
 OTHER STOCKHOLDER MATTERS

      CMT's Shares are currently listed on the Bulletin Board System under
the symbol "CNCM.OB." The common stock began trading on December 31, 2004. The  
following table sets forth the high and low bid prices for our Shares for the   
periods indicated as reported by the NASDAQ Over-The-Counter Bulletin Board     
since trading has begun are shown below.                                        

2005                     High Bid         Low Bid         
First Quarter                  $ 0.07           $ 0.01              
2004                                                      
December 31                   None             None             
(First Available)                                                     

HOLDERS OF COMMON STOCK                                                         

      As of June 6, 2005, we had approximately 350 shareholders of record.

DIVIDEND POLICY                                                                 

        As of the date of this prospectus, we have not paid any cash dividends
to stockholders. The declaration of any future cash dividend will be at the     
discretion of our board of directors and will depend upon our earnings, if any, 
our capital requirements and financial position, our general economic           
conditions, and other pertinent conditions. It is our present intention not to  
pay any cash dividends in the foreseeable future, but rather to reinvest        
earnings, if any, in our business operations.                                   

EQUITY INCENTIVE PLAN                                                           

      On January 12, 2005 Mr. Leigh M. Rothschild, as the sole Director of
the company, approved the Equity Incentive Plan (the "Plan") covering 50,000,000
Shares. The Plan was subsequently approved by the shareholders.                 

         As of March 31, 2005 one Option was granted to a non-executive employee
on February 14, 2005 for 2,000,000 shares, which Options are exercisable at $.02
per share representing the fair market value at the date of grant. The Options  
vest 680,000 on August 26, 2005 and at the rate of 55,000 per month thereafter. 
On May 23, 2005 an option for 300,000 was granted to the Company's independent  
director which option expires May 23, 2015 and is excersisable at $0.04 per     
share and vests on the one year anniversary of service.                         

        Under the arrangement with Cornell and Montgomery, effective April 14,
2005 the company cannot grant options under the Plan in excess of 10,000,000    
Shares without Cornell or Montgomery's consent. This restriction is in effect so
long as the SEDA is in place.                                                   

       The Plan provides a means whereby employees, officers, directors, and
certain consultants and independent contractors of the company ("Qualified      
Grantees") may acquire the Common Shares of the company pursuant to grants of:  
(i) incentive stock options ("ISO"); (ii) non-qualified stock options (the      
ANQSO@); and (iii) restricted stock. A summary of the significant provisions of 
the Plan is set forth below. A                                                  

-41-

SB-2
42nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 42nd
copy of the full Plan is annexed to this registration statement. The following  
description of the Plan is qualified in its entirety by reference to the Plan   
itself.                                                                         

The purpose of the Plan is to, among other things, further the
long-term stability, continuing growth and financial success of the company by  
attracting and retaining key employees, directors and selected advisors through 
the use of stock incentives, while stimulating the efforts of these individuals 
upon whose judgment and interest the company is and will be largely dependent   
for the successful conduct of its business. The company believes that the Plan  
will strengthen these persons' desire to remain with the company and will       
further the identification of those persons' interests with those of the        
company's shareholders.                                                         

     The Plan shall be administered by the Compensation Committee of the
Board of Directors. The membership of the Committee shall be constituted so as  
to comply at all times with the then applicable requirements under the Exchange 
Act and Section 162(m) of the Internal Revenue Code. However, until additional  
Directors are elected, Mr. Leigh M. Rothschild, the sole Director, will         
administer the Plan and have the ability to grant options and restricted stock  
under the Plan and also to appoint designees to assist him in the administration
of the Plan.                                                                    

    The Plan provides that options to purchase up to 50,000,000 Common
Shares of the company may be issued to the employees, officers, directors and   
certain consultants and independent contractors. All present and future         
employees shall be eligible to receive incentive awards under the Plan, and all 
present and future non- employee directors shall be eligible to receive         
non-statutory options under the Plan. An eligible employee or non-employee      
director being awarded a grant shall be notified in writing of such grant, which
notice shall state the number of shares for which options are granted, the      
option price per share, and conditions surrounding the grant and exercise of the
options.                                                                        

       The exercise price of shares of company Stock covered by an ISO shall
be not less than 100% of the fair market value of such shares on the date of    
grant; provided that if an ISO is granted to an employee who, at the time of the
grant, is a 10% shareholder, then the exercise price of the shares covered by   
the incentive stock option shall be not less than 110% of the fair market value 
of such shares on the date of grant. The Plan also provides for cashless        
exercise of Options. In such event, there may be a charge to the earnings of the
company with respect to the cashless exercise of the Options.                   

       The Compensation Committee (or the sole Director, as the case may be)
may determine the number of shares that may be awarded to a participant as      
restricted stock and the provisions relating to risk of forfeiture and may      
determine that the restricted stock is only earned upon the satisfaction of     
performance goals established by the Committee. The Committee shall also        
determine the nature, length and starting date of any performance period and the
terms thereof. The maximum number of shares that may be granted to any          
participant may not exceed 20% of the total shares subject to the Plan.         

U.S. Federal Income Tax Consequences                                            

      The rules governing the U.S. federal tax treatment of stock options,
restricted stock and shares acquired upon the exercise of stock options are     
quite technical. Therefore, the description of U.S. federal income tax          
consequences set forth below is necessarily general in nature and does not      
purport to be complete. Moreover, the statutory provisions are subject to       
change, as are their interpretations, and their application may vary in         
individual circumstances. In particular, the AAmerican Jobs Creation Act of     
2004@ imposed new rules concerning the taxation of various deferred compensation
arrangements. It is not clear whether, and to what extent, these new rules apply
to awards under the Plan. Although the company does not believe that awards     
under the Plan are affected by the new rules, there can be no assurance to that 
effect until adequate guidance is                                               

-42-

SB-2
43rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 43rd
forthcoming from the U.S. Treasury Department.  Finally, the tax consequences   
under applicable state, local and foreign income tax laws may not be the same   
as under the U.S. federal income tax laws.                                      

Incentive Stock Options                                                         

        ISOs granted pursuant to the Plan are intended to qualify as incentive
stock options within the meaning of Section 422A of the Internal Revenue Code.  
If the participant makes no disposition of the shares acquired pursuant to      
exercise of an ISO within one year after the transfer of shares to such         
participant and within two years from grant of the option, such participant will
realize no taxable income as a result of the grant or exercise of such option,  
and any gain or loss that is subsequently realized may be treated as long-term  
capital gain or loss, as the case may be. Under these circumstances, neither the
company nor any subsidiary will be entitled to a deduction for federal income   
tax purposes with respect to either the issuance of the ISOs or the issuance of 
shares upon their exercise.                                                     

       If shares acquired upon exercise of ISOs are disposed of prior to the
expiration of the above time periods, the participant will recognize ordinary   
income in the year in which the disqualifying disposition occurs, the amount of 
which will generally be the lesser of (i) the excess of the fair market value of
the shares on the date of exercise over the option price, or (ii) the gain      
recognized on such disposition. Such amount will ordinarily be deductible for   
federal income tax purposes by the company or subsidiary for whom the           
participant performs services (Aservice recipient@) in the same year, provided  
that the amount constitutes reasonable compensation for services that would     
result in a deduction for U.S. federal income tax purposes and that certain     
federal income tax withholding requirements are satisfied. In addition, the     
excess, if any, of the amount realized on a disqualifying disposition over the  
market value of the shares on the date of exercise will be treated as capital   
gain.                                                                           

The foregoing discussion does not consider the impact of the  
alternative minimum tax, which may be particularly applicable to the year in    
which an ISO is exercised.                                                      

Nonqualified Stock Options                                                      

   A participant who acquires shares by exercise of a NQSO generally
realizes as taxable ordinary income, at the time of exercise, the difference    
between the exercise price and the fair market value of the shares on the date  
of exercise. Such amount will ordinarily be deductible by the service recipient 
for federal income tax purposes in the same year, provided that the amount      
constitutes reasonable compensation for services that would result in a         
deduction for U.S. federal income tax purposes and that certain federal income  
tax withholding requirements are satisfied. Subsequent appreciation or decline  
in the value of the shares on the sale or other disposition of the shares will  
generally be treated as capital gain or loss.                                   

Restricted Stock                                                                

        A participant granted shares of restricted stock under the Plan is not
required to include the value of such shares in ordinary income until the first 
time such participant=s rights in the shares are transferable or are not subject
to substantial risk of forfeiture, whichever occurs earlier, unless such        
participant timely files an election under Section 83(b) of the Internal Revenue
Code to be taxed on the receipt of the shares. In either case, the amount of    
such income will be equal to the excess of the fair market value of the stock at
the time the income is recognized over the amount (if any) paid for the stock.  
The service recipient will ordinarily be entitled to a deduction, in the amount 
of the ordinary income recognized by the participant, for the service           
recipient=s taxable year in which the participant recognizes such income,       
provided that the amount constitutes reasonable compensation for services that  
would result in a deduction for U.S. federal income tax purposes and that       
certain federal income tax withholding requirements are satisfied.              

-43-

SB-2
44th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 44th
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We believe that all prior related party transactions have been entered
into upon terms no less favorable to us than those that could be obtained from  
unaffiliated third parties. Our reasonable belief of fair value is based upon   
proximate similar transactions with third parties or attempts to obtain the     
consideration from third parties. All ongoing and future transactions with such 
persons, including any loans or compensation to such persons, will be approved  
by a majority of disinterested members of the Board of Directors.               

    Several transactions involving related parties were consummated in
connection with the August 2004 reverse merger:                                 

        1. Prior to the merger Trust Licensing, LLC (the predecessor-by-merger
to Trust Licesning, Inc., now a wholly-owned subsidiary of CMT, "TLLLC ") was   
owned by Irrevocable Trust Agreement Number III ("Trust III"), the company's    
Chairman, the company's Chief Executive Officer and the company's Executive Vice
President, Business & Legal Affairs. The primary beneficiary of Trust III is the
company's Chairman and Founder. Since July 19, 2001 (Inception) and from time to
time, Trust III has advanced working capital to the company. Total advances,    
prior to August 24, 2004 reverse the merger, were as follows:                   

July 19, 2001 (inception) to December 31, 2001             $  20,000            
Year ended December 31, 2002                               $ 100,000            
Year ended December 31, 2003                               $  29,000            
As of August 24, 2004                                      $ 110,000            
                                                --------
Total advances from Trust III at August 24, 2004          $  259,000            
                                                ========

These advances do not include amounts borrowed from Trust III pursuant to       
certain Notes Payable set forth in the company's financial statements.          

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

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

An additional $20,000 was advanced to Trust III on June 7, 2004. This amount has
been repaid to the company in full on February 22, 2005.                        

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

In August 2004 Trust III advanced $165,000 to the Company represented by a Note 
bearing interest at a rate of four percent (4.00%) and all principal and accrued
interest thereon is due and payable on May 24, 2005. Our Chairman is the primary
beneficiary of Trust III. These funds were utilized as set forth in paragraph 2 
below.                                                                          

2. New Mountaintop Corporation (now known as Connected Media  
Technologies, Inc., Delaware) redeemed 2,000,000 shares of common stock from its
former majority stockholder and paid that stockholder $135,000 as part of       
the recapitalization. In addition, we entered into a two-year consulting        
agreement with our former majority stockholder. Under the terms of the          
agreement, he will provide certain financial consulting services in return for a
payment of $2,500 per month. The fees are currently accruing but are not due and
payable until we raise at least $500,000 in additional capital.                 

        3. We entered into employment agreements with Leigh M. Rothschild, our
Chairman of the Board, Jeffrey W. Sass, our President and Chief Executive       
Officer, and Michael R. Moore, our Executive Vice                               

-44-

SB-2
45th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 45th
President. Annual base salaries under the employment contracts are $ 175,000, $ 
175,000, and $ 132,000, respectively. The initial term of each contract runs    
through August 23, 2006. The company owes accrued salary and benefits to each of
these officers. As of March 31, 2005, the company has accrued $ 150,267 as a    
current liability for this purpose. On May 1, 2005, Mr. Moore's employment      
contract 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.  
Mr. Moore has agreed to accept payment of salary at the pre-amendment contracted
salary rate until August 24, 2005. Currently and until August 24, 2005, the     
salary increase will be accrued and added to total compensation owed to him.    

        4. In addition to payment for services provided in the ordinary course
of business, the former outside counsel of New Mountaintop Corporation was paid 
a finder's fee of thirty-thousand dollars ($ 30,000) and 1,666,663 shares of the
company's common stock. 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 upon which to base the fair value per share. Also, the    
stock was not publicly traded at that time.                                     

      5. On October 6, 2004 (but 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 the rate of libor  
plus 1.5%. In addition, commencing November 25, 2004 and continuing each        
consecutive month thereafter, the company must pay accrued interest on          
outstanding amounts owed. The company intends on using the line of credit for   
general working capital and may also repay some or all of the loans with Trust  
III. The credit line is guaranteed by Trust III and secured by a Certificate of 
Deposit owned by the Chairman of the company. As previously noted, our Chairman 
is the primary beneficiary of Trust III. As of March 31, 2005, the company      
reflected a long term liability of $248,375 and related accrued interest of     
$1,503 relating to this line of credit.                                         

     6. On July 19, 2001 (inception), (270,072,000 post recapitalization
equivalent common shares) the company (then operating as Trust Licensing, LLC)  
sold 100 membership units for $20,000 to Trust III. Effective January 2, 2004,  
membership interest were sold to the company's Chairman, the company's Chief    
Executive Officer, and the Company's Executive Vice President, Business & Legal 
Affairs.                                                                        

 7. On August 13, 2001, the patent was validly assigned from the
individual/promoter to Irrevocable Trust Agreement Number 1 ("Trust I") and     
simultaneously assigned from Trust I to TLLLC. Effective August 24, 2004, the   
patent is owned by Trust Licensing, Inc. as a result of the reverse triangular  
merger. Trust Licensing, Inc. is a wholly-owned subsidiary of CMT.              

     8. During the period from July 19, 2001 (inception) to December 31,
2004, the company received working capital totaling $266,000. The company also  
repaid the entire $266,000 on June 7, 2004.                                     

       9. On August 24, 2004, October 8, 2004, and March 9, 2005 the company
issued notes payable to Trust III for $165,000, $25,000 and $55,000             
respectively. On May 16, 2005 the comapny entered into a Loan Extension         
Agreement with Trust III extending the maturity dates of each of these noties   
through December 9, 2005.                                                       

       10. The company engaged a law firm whose counsel is the father of the
company's Chief Executive Officer. The company had total expenses of $ 58,623   
for legal fees to this related party for the period January 1, 2005 through     
March 31, 2005. The company had total expenses of $46,399 for the firm in 2004. 
The company has used the services of the law firm to handle the August 2004     
reverse merger transaction, the April 2005 Cornell financing transactions, and  
general SEC related matters. During April 2005 the company paid $ 50,000 to the 
law firm to be applied against outstanding invoices.                            

-45-

SB-2
46th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 46th
11. As of December 31, 2004, Jay Howard Linn earned fees of   
approximately $11,000 for professional services rendered as our Acting Chief    
Financial Officer. Mr. Linn has been paid $6,500 of this amount and $4,500      
remains owed to him. Mr. Linn is Trustee of Trust III.                          

12. On March 9, 2005 the company entered into a line of credit
arrangement to borrow up to an additional $55,000 from Trust III. As of June 6, 
2005 the company has drawn down $ 42,000 of this amount.. The line of credit    
arrangement is evidenced by the issuance of a Promissory Note/Line of Credit.   
This 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. The maturity 
date since been revised and extended through December 9, 2005 pursuant to a Loan
Extension Agreement by and between the company and Trust III dated May 16, 2005.

-46-

SB-2
47th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 47th
DESCRIPTION OF CAPITAL STOCK

Common Stock                                                                    

        The company is authorized to issue 750,000,000 shares of Common Stock,
par value $0.0001, of which 300,507,663 shares were issued and outstanding at   
June 6, 2005. The company has 62,000,000 shares of common stock in its treasury,
of which 60,000,000 are pledged as security for the Montgomery Note. The        
securities being offered hereby are common stock. All shares have equal voting  
rights and are not assessable. Voting rights are not cumulative and, therefore, 
the holders of more than 50% of the Shares could, if they chose to do so, elect 
all of the directors of the company. Upon liquidation, dissolution, or winding  
up of the company, the assets of the company, after the payment of liabilities, 
will be distributed pro rata to the holders of the Shares. All outstanding      
Shares are, and those issued pursuant to the SEDA will be, fully paid and non   
assessable.                                                                     

Preferred Stock                                                                 

   The company is authorized to issue 10,000,000 shares of Preferred
Stock, par value $0.0001. As of the date hereof, there are no shares of         
preferred stock issued.                                                         

Limitation of Liability: Indemnification                                        

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling 
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.                       

-47-

SB-2
48th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 48th
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURE

We have had no changes or disagreements with our accountants. 

 EXPERTS

The audited consolidated financial statements included in this
prospectus and elsewhere in the registration statement as of December 31, 2004, 
and the related consolidated statements of operations, stockholders' equity and 
cash flows for the years ended December 31, 2004 and 2003 and for the period    
from July 19, 2001 (inception) through December 31, 2004 have been audited by   
Salberg & Company, P.A.. The reports of Salberg & Company, P.A. are included in 
this prospectus in reliance upon the authority of this firm as experts in       
accounting and auditing. The report of Salberg & Company, P.A.. contained       
elsewhere in this prospectus contain an explanatory paragraph regarding our     
ability to continue as a going concern.                                         

TRANSFER AGENT

        Our transfer agent is Interwest Transfer Company, 1981 East 4800 South
Suite 100 Salt Lake City, Utah 84117. The telephone number is (801) 272-9294.   

-48-

SB-2
49th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 49th
 LEGAL MATTERS

       McLaughlin & Stern, LLP will, by amendment, pass upon the validity of
the shares offered herein. McLaughlin & Stern, LLP is located at 260 Madison    
Avenue, 18th Floor, New York, NY 10016.                                         

-49-

SB-2
50th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 50th
 AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission in  
Washington, DC, a registration statement on Form SB-2 under the Securities Act  
of 1933 with respect to the shares we are offering. At the time of the          
effectiveness of the registration statement we will become a "reporting company"
and required to file reports pursuant to the provisions of the ("Exchange Act").
This prospectus does not contain all of the information set forth in the        
registration statement, as permitted by the rules and regulations of the        
Commission. Reference is hereby made to the registration statement and exhibits 
thereto for further information with respect to the company and the shares to   
which this prospectus relates. Copies of the registration statement and other   
information filed with the Commission can be inspected and copied at the public 
reference facilities maintained by the Commission in Washington, DC at 450 Fifth
Street, NW, Washington, DC 20549. In addition, the Commission maintains a World 
Wide Web site that contains reports, proxy statements and other information     
regarding registrants such as CMT which filed electronically with the Commission
at the following Internet address: (http:www.sec.gov).                          

-50-

SB-2
51st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 51st
FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

To the Board of Directors of:                                                   
Trust Licensing, Inc.                                                           
(A Development Stage Company)                                                   

We have audited the accompanying consolidated balance sheet of Trust Licensing, 
Inc. and Subsidiary (a development stage company) as of December 31, 2004 and   
the related consolidated statements of operations, changes in stockholders'     
deficiency and cash flows for the years ended December 31, 2004 and 2003 and for
the period from July 19, 2001 (inception) to December 31, 2004. These           
consolidated financial statements are the responsibility of the Company's       
management. Our responsibility is to express an opinion on these consolidated   
financial statements based on our audits.                                       

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the         
consolidated financial statements are free of material misstatement. An audit   
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the consolidated financial statements. An audit also includes    
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall consolidated financial statement  
presentation. We believe that our audits provide a reasonable basis for our     
opinion.                                                                        

In our opinion, the consolidated  financial statements referred to above present
fairly in all material  respects,  the consolidated  financial position of Trust
Licensing,  Inc. and Subsidiary (a development stage company) as of December 31,
2004, and the consolidated results of their operations, changes in stockholders'
deficiency  and cash flows for the years ended  December 31, 2004 and 2003,  and
for the  period  from  July 19,  2001  (inception)  to  December  31,  2004,  in
conformity with accounting principles generally accepted in the United States of
America.                                                                        

The accompanying consolidated financial statements have been prepared assuming  
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has no revenues, a net loss of   
$254,568 and cash used in operations of $126,093 in 2004, a working capital     
deficiency of $497,084, a stockholders' deficiency of $487,221 and a deficit    
accumulated during development stage of $557,626 at December 31, 2004. These    
factors raise substantial doubt about its ability to continue as a going        
concern. Management's plan in regards to these matters is also described in Note
9. The consolidated financial statements do not include any adjustments that    
might result from the outcome of this uncertainty.                              

SALBERG & COMPANY, P.A.                                                         
Boca Raton, Florida                                                             
February 7, 2005                                                                

F-1 

                                                        [Enlarge/Download Table]

                                                                                                                                   

SB-2
52nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 52nd
ITEM 7.    FINANCIAL STATEMENTS                                                                                                    

                      Trust Licensing, Inc. and Subsidiary                                                                         
                         (A Development Stage Company)                                                                             
                           Consolidated Balance Sheet                                                                              
                               December 31, 2004                                                                                   

ASSETS                                                                                                                             

Current Assets                                                                                                                     
  Cash                                                                                      $         33,991                       
  Due from Related Party                                                                              20,000                       
                                                                             --------------------------------                      

Total Current Assets                                                                                  53,991                       
                                                                             --------------------------------                      

Office equipment, net of $22,605 accumulated depreciation                                              9,863                       

                                                                             --------------------------------                      
Total Assets                                                                                $         63,854                       
                                                                             ================================                      

LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                                           

Current Liabilities                                                                                                                
  Accounts payable                                                                          $         26,146                       
  Accounts payable , related party                                                                    47,699                       
  Accrued expenses                                                                                    10,645                       
  Accrued compensation, officers                                                                     104,101                       
  Accrued payroll taxes payable                                                                       17,276                       
  Note payable, related party                                                                        190,000                       
  Accrued interest payable, related party                                                              2,563                       
  Accrued interest payable                                                                             1,270                       
  Line of credit                                                                                     151,375                       
                                                                             --------------------------------                      

Total Current Liabilities                                                                            551,075                       
                                                                             --------------------------------                      

Commitments and Contingencies (See Note 8)                                                                                         

Stockholders' Deficiency                                                                                                           
  Common stock,  $0.0001 par value; 500,000,000 shares authorized,                                                                 

   294,066,663 shares issued and outstanding                                                          29,407                       

  Additional Paid-in Capital                                                                          40,998                       

  Deficit accumulated during the development stage                                                 (557,626)                       
                                                                             --------------------------------                      

Total Stockholders' Deficiency                                                                     (487,221)                       
                                                                             --------------------------------                      

Total Liabilities and Stockholders' Deficiency                                              $         63,854                       

          See Accompanying Notes to Consolidated Financial Statements                                                              

                                       F-2                                                                                         

SB-2
53rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 53rd
                      Trust Licensing, Inc. and Subsidiary                                                                         
                         (A Development Stage Company)                                                                             
                     Consolidated Statements of Operations                                                                         
                                                                                                           For the                 
                                                                                                         Period from               
                                                                        Year ended                      July 19, 2001              
                                                                       December 31,                    (Inception) to              
                                                                 2004                2003             December 31, 2004            
                                                          ---------------------------------------- ------------------------        

Revenue                                                       $   -                $    -               $    -                     

                                                          ---------------------------------------- ------------------------        
Operating Expenses                                                                                                                 

Payroll and contract services                                       369,543             -                    369,543               

Professional fees                                                   258,686           162,667                477,733               

Research and development                                             30,194             -                     30,194               

Rent                                                                 19,255             -                     19,255               
Depreciation                                                          9,398             7,178                 22,605               

Costs of recapitalization                                           197,217             -                    197,217               

General and administrative                                           66,442             2,890                 80,981               
Impairment loss                                                                                                                    
                                                                         -              5,070                 61,265               
                                                          ---------------------------------------- ------------------------        

Total Operating Expenses                                            950,735           177,805               1,258,793              
                                                          ---------------------------------------- ------------------------        

Loss from Operations                                               (950,735)         (177,805)             (1,258,793)             

Other Income (Expense)                                                                                                             

Other income                                                        700,000              -                    705,000              
Interest expense - related party                                                                                                   
                                                                     (2,563)                                  (2,563)              
Interest expense                                                                                                                   
                                                                     (1,270)             -                    (1,270)              
                                                          ---------------------------------------- ------------------------        

Total Other Income (Expense)                                        696,167              -                    701,167              
                                                          ---------------------------------------- ------------------------        

Net Loss                                                   $       (254,568)   $     (177,805)    $         (557,626)              
                                                          ======================================== ========================        

Net Loss Per Share  - Basic and Diluted                    $            -      $         -        $              -                 

Weighted average number of shares outstanding                                                                                      
  during the year - basic and diluted                             278,552,307         270,072,000              272,526,649         
                                                          ======================================== ========================        

          See Accompanying Notes to Consolidated Financial Statements                                                              

                                       F-3                                                                                         

SB-2
54th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 54th
                      Trust Licensing, Inc. and Subsidiary                                                                         
                          (A Development Stage Company)                                                                            
          Consolidated Statement of Changes in Stockholders' Deficiency                                                            
Years ended December 31, 2004 and 2003 and for the period from July 19, 2001 (inception) to December 31, 2004                      

                                  Common Stock                                                                                     
                        ---------------------------------                                                                          
                                        Shares          Amount          Additional Paid-in       Deficit accumulated     Total     
                                                                                               during the development              
                                                                             Capital                   stage                       
                                    --------------------------------  ---------------------- --------------------------------------
Issuance to founders                   270,072,000        $  27,007            $    (7,007)    $          -           $  20,000    

Net loss, 2001                                   -                -                       -        (47,059)            (47,059)    
                                    --------------------------------  ---------------------- -----------------------------------   

Balance, December 31, 2001             270,072,000           27,007                 (7,007)        (47,059)            (27,059)    

Net loss, 2002                                   -                -                       -        (78,194)            (78,194)    
                                    --------------------------------  ---------------------- -----------------------------------   

Balance, December 31, 2002             270,072,000           27,007                 (7,007)       (125,253)           (105,253)    

Net loss, 2003                                   -                -                       -       (177,805)           (177,805)    
                                    --------------------------------  ---------------------- -----------------------------------   

Balance, December 31, 2003             270,072,000           27,007                 (7,007)       (303,058)           (283,058)    

Deemed issuance                         22,328,000            2,233                 (2,233)               -                   -    

Recapitalization (net equity at reverse         -                -                     405               -                 405     
merger date)                                                                                                                       

Shares issued in exchange for            1,666,663              167                  49,833               -              50,000    
consulting fees                                                                                                                    

Net loss, 2004                                   -                -                       -       (254,568)           (254,568)    

                                    --------------------------------  ---------------------- -----------------------------------   
Balance, December 31, 2004             294,066,663        $  29,407              $   40,998    $   (557,626)        $  (487,221)   
                                    ================================  ====================== ===================================   

          See Accompanying Notes to Consolidated Financial Statements                                                              

                                       F-4                                                                                         

SB-2
55th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 55th
                      Trust Licensing, Inc. and Subsidiary                                                                         
                         (A Development Stage Company)                                                                             
                     Consolidated Statements of Cash Flows                                                                         
                         Year Ended For the period from                                                                            
                                                                                                   July 19, 2001                   
                                                                      December 31,                 (Inception) to                  
                                                                       2004            2003      December 31, 2004                 
                                                              -------------- ---------------   -----------------------             
Cash Flows From Operating Activities:                                                                                              
Net Loss                                                         $(254,568)      $(177,805)           $     (557,626)              
Adjustments to reconcile net loss to net cash                                                                                      
  used in operations:                                                                                                              

Impairment loss - patent and trademark                                    -           5,070                    61,265              

Depreciation                                                          9,398           7,178                    22,605              

Stock issued for services                                            50,000               -                    50,000              
Changes in operating assets and liabilities:                                                                                       

  Accounts payable                                                (114,477)         131,793                    26,146              

  Accounts payable, related party                                    47,699               -                    47,699              

  Accrued expenses                                                   10,645               -                    10,645              

  Accrued compensation, officer                                     104,101               -                   104,101              

  Accrued payroll taxes payable                                      17,276               -                    17,276              

  Accrued interest payable, related party                             2,563               -                     2,563              

  Accrued interest payable                                            1,270               -                     1,270              
                                                              -------------- ---------------   -----------------------             

Net Cash Used In Operating Activities                             (126,093)        (33,764)                 (214,056)              
                                                              -------------- ---------------   -----------------------             

Cash Flows From Investing Activities:                                                                                              

  Purchase of equipment                                            (11,576)         (7,566)                  (32,468)              

  Patent and trademark cost disbursements                                 -         (5,070)                  (61,265)              

  Cash acquired in recapitalization                                     405               -                       405              

  Advance to related party                                         (20,000)               -                  (20,000)              
                                                              -------------- ---------------   -----------------------             

Net Cash Used In Investing Activities                              (31,171)        (12,636)                 (113,328)              
                                                              -------------- ---------------   -----------------------             

Cash Flows From Financing Activities:                                                                                              

  Proceeds from issuance of common stock                                  -               -                    20,000              

  Proceeds from related party note                                  190,000               -                   190,000              

  Proceeds from related party loans                                 110,000          36,000                   266,000              

  Proceeds from line of credit                                      151,375               -                   151,375              

  Repayments on related party loans                               (266,000)               -                 (266,000)              
                                                              -------------- ---------------   -----------------------             

Net Cash Provided By Financing Activities                           185,375          36,000                   361,375              
                                                              -------------- ---------------   -----------------------             
Net Increase (Decrease) in Cash                                                                                                    
                                                                     28,111        (10,400)                    33,991              

Cash at Beginning of Period                                           5,880          16,280                         -              
                                                              -------------- ---------------   -----------------------             

Cash at End of Period                                              $ 33,991        $  5,880            $       33,991              
                                                              ============== ===============   =======================             

Supplemental disclosure of cash flow information:                                                                                  
Cash paid for interest                                               $    -          $    -              $          -              
                                                              ============== ===============   =======================             
Cash paid for taxes                                                  $    -          $    -              $          -              
                                                              ============== ===============   =======================             

          See Accompanying Notes to Consolidated Financial Statements                                                              

                                       F-5                                                                                         

SB-2
56th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 56th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

Note 1   Nature of Operations and Summary of Significant Accounting Policies                                                       

         (A) Nature of Business                                                                                                    

         Trust Licensing, LLC ("TLLLC") ("Company") 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 6(B) regarding recapitalization).                                                    

         The Company is a technology and intellectual property company that                                                        
         designs technology concepts with a wide range of potential commercial                                                     
         applications. Currently the Company owns one issued patent, #6,101,534                                                    
         ("#534 Patent") (see Notes 7 and 8(A)). The Company intends to license                                                    
         various technologies pursuant to the #534 Patent. The Company was                                                         
         originally formed to leverage an existing patent portfolio (both issued                                                   
         and applied for patents) and related intellectual property and                                                            
         technology. In addition to direct licensing royalty arrangements, it                                                      
         intends to enter into the Company has also enforced its rights                                                            
         pertaining to the patent #534 (see Note 8(A)).                                                                            

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

         (B) Principles of Consolidation                                                                                           

         The consolidated financial statements include the accounts of Trust                                                       
         Licensing, Inc. f/k/a New Mountaintop Corporation, a Delaware                                                             
         corporation and its wholly owned subsidiary, Trust Licensing, LLC n/k/a                                                   
         Trust Licensing, Inc., a Florida corporation (collectively, the                                                           
         "Company"). All significant intercompany accounts and transactions have                                                   
         been eliminated in consolidation.                                                                                         

         (C) Use of Estimates                                                                                                      

         In preparing financial statements, management is required to make                                                         
         estimates and assumptions that affect the reported amounts of assets                                                      
         and liabilities, disclosure of contingent assets and liabilities at the                                                   
         date of the financial statements, and revenues and expenses during the                                                    
         periods presented. Actual results may differ from these estimates.                                                        

         Significant estimates during 2004 and 2003 include depreciable lives on                                                   
         equipment, valuation of intangible assets and valuation allowance for                                                     
         deferred tax assets.                                                                                                      

         (D) Cash and Cash Equivalents                                                                                             

         For the purpose of the cash flow statements, the Company considers all                                                    
         highly liquid investments with original maturities of three months or                                                     
         less at the time of purchase to be cash equivalents.                                                                      

         (E) Concentrations                                                                                                        

         The Company maintains its cash in bank deposit accounts, which, at                                                        
         times, exceed federally insured limits. As of December 31, 2004, the                                                      
         Company did not have any deposits in excess of federally insured                                                          
         limits. The Company has not experienced any losses in such accounts                                                       
         through December 31, 2004.                                                                                                

                                       F-6                                                                                         

SB-2
57th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 57th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

         (F) Equipment                                                                                                             

         Equipment is stated at cost, less accumulated depreciation.                                                               
         Expenditures for maintenance and repairs are charged to expense as                                                        
         incurred. Depreciation is provided using the 200% double declining                                                        
         balance method over the estimated useful lives of the assets, which is                                                    
         five years.                                                                                                               

         (G) 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 years ended December 31, 2004 and 2003, and for                                                    
         the period from July 19, 2001 (inception) to December 31, 2004, the                                                       
         Company recognized an impairment loss of $0, $5,070 and $61,265,                                                          
         respectively. The impairment losses are related to previously                                                             
         capitalized amounts relating to the #534 Patent. (See Notes 2, 7 and                                                      
         8(A))                                                                                                                     

         (H) Revenue Recognition                                                                                                   

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

         (i)      Royalty Revenue                                                                                                  

                  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 years ended December 31, 2004 and 2003, or for                                                   
                  the period from July 19, 2001 (inception) to December 31,                                                        
                  2004, respectively.                                                                                              

         (ii)     Licensing Revenue                                                                                                

                  The Company recognizes income from licensing of patents                                                          
                  ratably over the lesser of the economic or legal life of any                                                     
                  granted licenses. The Company did not recognize any licensing                                                    
                  revenue for the years ended December 31, 2004 and 2003, or for                                                   
                  the period from July 19, 2001 (inception) to December 31,                                                        
                  2004, respectively.                                                                                              

         (iii)    Other                                                                                                            

                  The Company recognizes other income from patent infringement                                                     
                  claims when the claim is settled, whether by negotiation or                                                      
                  litigation. The Company recognized other income of $700,000                                                      
                  for the year ended December 31, 2004. (See Note 8(A) and                                                         
                  below)                                                                                                           

         During the year ended December 31, 2002, the Company recognized $5,000                                                    
         as a component of other income. The source of this income came from                                                       
         what resulted in a settlement between the Company and an unrelated                                                        
         third party relating to the #534 Patent. There were no continuing                                                         
         commitments in connection with this settlement.                                                                           

                                       F-7                                                                                         

SB-2
58th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 58th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

         (I) 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 December 31, 2004 and                                                       
         2003, and for the period from July 19, 2001 (inception) to December 31,                                                   
         2004, there were no common share equivalents, which could potentially                                                     
         dilute future earnings per unit.                                                                                          

         (J) Research and Development Costs                                                                                        

         In 2004, the Company disbursed $30,194 in connection with the                                                             
         maintenance of patent #534. Pursuant to SFAS No. 2, "Research and                                                         
         Development Costs" ("SFAS 2"), these disbursements should be expensed                                                     
         as incurred. Research and development expense was $30,194, $0 and                                                         
         $30,194 for the years ended December 31, 2004, 2003 and for the period                                                    
         from July 19, 2001 (inception) to December 31, 2004, respectively.                                                        

         (K) Income Taxes                                                                                                          

         For the period from July 19, 2001 (inception) to August 24, 2004, TLLLC                                                   
         was taxed as a partnership and was not subject to federal and state                                                       
         income taxes; accordingly, no provision had been made.                                                                    

         On August 24, 2004, effective with the reverse triangular merger and                                                      
         the change in legal entity from a limited liability corporation to a                                                      
         C-Corporation, the Company accounts for income taxes under the                                                            
         Financial Accounting Standards No. 109 "Accounting for Income Taxes"                                                      
         ("Statement 109"). Under Statement 109, deferred tax assets and                                                           
         liabilities are recognized for the future tax consequences attributable                                                   
         to differences between the financial statement carrying amounts of                                                        
         existing assets and liabilities and their respective tax bases.                                                           
         Deferred tax assets and liabilities are measured using enacted tax                                                        
         rates expected to apply to taxable income in the years in which those                                                     
         temporary differences are expected to be recovered or settled. Under                                                      
         Statement 109, the effect on deferred tax assets and liabilities of a                                                     
         change in tax rates is recognized in income in the period, which                                                          
         includes the enactment date. (See Note 10)                                                                                

         (L) New Accounting Pronouncements                                                                                         

         Statement No. 144 "Accounting for the Impairment or Disposal of                                                           
         Long-Lived Assets" supercedes Statement No. 121 "Accounting for the                                                       
         Impairment of Long-Lived Assets and for Long-Lived Assets to be                                                           
         Disposed of" ("SFAS 121"). Though it retains the basic requirements of                                                    
         SFAS 121 regarding when and how to measure an impairment loss, SFAS 144                                                   
         provides additional implementation guidance. SFAS 144 excludes goodwill                                                   
         and intangibles not being amortized among other exclusions. SFAS 144                                                      
         also supercedes the provisions of APB 30, "Reporting the Results of                                                       
         Operations," pertaining to discontinued operations. Separate reporting                                                    
         of a discontinued operation is still required, but SFAS 144 expands the                                                   
         presentation to include a component of an entity, rather than strictly                                                    
         a business segment as defined in SFAS 131, "Disclosures about Segments                                                    
         of an Enterprise and Related Information." SFAS 144 also eliminates the                                                   
         current exemption to consolidation when control over a subsidiary is                                                      
         likely to be temporary. This statement is effective for all fiscal                                                        
         years beginning after December 15, 2001. The adoption of SFAS 144 had a                                                   
         material effect on the Company's financial position, results of                                                           
         operations and liquidity due to the Company reporting impairment                                                          
         charges relating to a contributed patent (see Notes 2, and 7) of $0,                                                      
         $5,070 and $61,265, respectively, for the years ended December 31, 2004                                                   
         and 2003, and for the period from July 19, 2001 (inception) to December                                                   
         31, 2004, respectively.                                                                                                   

                                       F-8                                                                                         

SB-2
59th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 59th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

         In January 2003, the FASB issued FASB Interpretation No. 46,                                                              
         "Consolidation of Variable Interest Entities" ("FIN 46"), as amended by                                                   
         FIN46(R), which represents an interpretation of Accounting Research                                                       
         Bulletin No. 51 ("ARB 51"), "Consolidated Financial Statements". ARB 51                                                   
         requires that a Company's financial statements include subsidiaries in                                                    
         which the Company has a controlling financial interest. That                                                              
         requirement usually has been applied to subsidiaries in which the                                                         
         Company has a majority voting interest. However, the voting interest                                                      
         approach is not effective in identifying controlling financial                                                            
         interests in entities (referred to as "variable interest entities")                                                       
         that are not controllable through voting interests or in which the                                                        
         equity investors do not bear the residual economic risks. FIN 46                                                          
         provides guidance on identifying variable interest entities and on                                                        
         assessing whether a Company's investment in a variable interest entity                                                    
         requires consolidation thereof. As amended by FIN 46(R), this                                                             
         interpretation is effective by the end of the first reporting period                                                      
         ending after December 15, 2003 for small business issuers that have                                                       
         special purpose entities and after December 15, 2004 for all other                                                        
         types of variable interest entities. The adoption of FIN 46 did not                                                       
         have a material impact on the Company's consolidated financial                                                            
         position, results of operations, or liquidity.                                                                            

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

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

         (M) Reclassifications                                                                                                     

         Certain amounts in the year 2003 consolidated financial statements have                                                   
         been reclassified to conform to the year 2004 consolidated                                                                
         presentation.                                                                                                             

Note 2   Patent                                                                                                                    

Prior to the formation of TLLLC (July 19, 2001), the individual who is the                                                         
primary beneficiary of Irrevocable Trust Agreement Number I ("Trust I") (see                                                       
below) had created, maintained and enhanced the #534 Patent. Pursuant to Staff                                                     
Accounting Bulletin Topic 5(G), "Transfers of Nonmonetary Assets by Promoters or                                                   
Shareholders", the patent was contributed to the Company at its historical cost                                                    
basis of $0 as determined under generally accepted accounting principles. (See                                                     
Notes 7 and 8(A))                                                                                                                  

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

                                       F-9                                                                                         

SB-2
60th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 60th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

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                                         -                                                             
                                                              ------------                                                         
Total impairment loss                                         $  61,265                                                            
                                                               =========                                                           

Note 3   Loans Receivable and Payable, Related Parties                                                                             

Prior to the merger the Company's sole member and 100% owner was Trust III. The                                                    
primary beneficiary of Trust III is the Company's Founder. Since July 19, 2001                                                     
(Inception) and from time to time, Trust III has advanced working capital to the                                                   
Company. Total advances prior to the merger were as follows:                                                                       

July 19, 2001 (inception) to December 31, 2001                $  20,000                                                            
Year ended December 31, 2002                                    100,000                                                            
Year ended December 31, 2003                                      29,000                                                           
Year ended December 31, 2004                                    110,000                                                            
                                                              ---------                                                            

Total advances from Trust III                                 $259,000                                                             
                                                              ========                                                             

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

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

An additional $20,000 was advanced to Trust III on June 7, 2004. At December 31,                                                   
2004,  the $20,000 has been  recorded on the balance sheet as Due from a related                                                   
party. (See Note 7). This amount has been repaid to the Company in full as of                                                      
February 22, 2005.                                                                                                                 

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

Note 4 Note Payable, Related Parties and Accrued Interest Payable, Related Party                                                   

On August 24, 2004, the Company issued a note payable for $165,000 to Trust III                                                    
for a term of nine months bearing interest at the annual rate of 4%. The                                                           
borrowing was unsecured. The Company used these funds in connection with the                                                       
reverse triangular merger in order to acquire NMC (a public shell) (see Notes                                                      
6(B) and 7). During the year ended December 31, 2004, the entire $165,000 was                                                      
charged to operations as costs of recapitalization. Of the $165,000 borrowed,                                                      
$135,000 was paid to NMC's former sole officer and director to acquire NMC and                                                     
the remaining $30,000 represented a finder's fee paid to an unrelated third                                                        
party who arranged for the transaction.                                                                                            

On October 8, 2004, the Company issued a note payable for $25,000 to Trust III                                                     
for a term of nine months bearing interest at the annual rate of 4%. The                                                           
borrowing was unsecured. (See Note 7)                                                                                              

Total notes payable, related party aggregated $190,000 at December 31, 2004.                                                       

At December 31, 2004, the Company had accrued interest payable with a related                                                      
party for $2,563.                                                                                                                  

See Notes 6(B) and 7.                                                                                                              

                                       F-10                                                                                        

SB-2
61st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 61st
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

Note 5   Line of Credit                                                                                                            

On October 6, 2004, the Company entered into a revolving line of credit as                                                         
evidenced by a promissory note. Pursuant to the terms of the promissory note,                                                      
the Company may borrow up to $250,000. The interest rate is variable and can                                                       
adjust on a daily basis to the Wall Street Journal Prime Rate. This rate plus                                                      
1.5% will be the amount of the variable interest rate. On the date in which the                                                    
promissory note was executed, the Company's initial rate was 6.25%. The note is                                                    
unsecured. The debt is being guaranteed by an entity controlled by the Company's                                                   
Chairman. At December 31, 2004, the Company had drawn down $151,375 on the line                                                    
of credit and accrued a liability for $151,375.                                                                                    

At December 31, 2004, the Company had accrued interest payable of $1,270.                                                          

See Note 11 for additional draw down.                                                                                              

Note 6   Stockholders' Deficiency                                                                                                  

(A)      Stock issuances                                                                                                           

     On or about July 19, 2001 (Inception), the Company sold 100 units for                                                         
     $20,000 to Trust III. (See Note 7) 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 based on the value of the services provided. There                                                   
     have been no recent cash offerings in which to base the fair value per                                                        
     share. In addition, the stock was not publicly traded as of December 31,                                                      
     2004.                                                                                                                         

(B)      Recapitalization                                                                                                          

     On August 24, 2004 (the "recapitalization date"), the Company was acquired                                                    
     by an inactive publicly held Delaware corporation in a transaction                                                            
     accounted for as a reverse triangular merger and recapitalization of the                                                      
     Company. The members/stockholders of the Company received 270,072,000                                                         
     common shares of the publicly held company or approximately 93% of the                                                        
     total outstanding voting common stock just subsequent to the reverse                                                          
     triangular merger and after giving effect to a 1:10 reverse common stock                                                      
     split of the Delaware Corporation prior to the reverse triangular merger.                                                     
     The shares of common stock were issued to the members of TLLLC as follows;                                                    
     Trust III, the sole member of TLLLC prior to the recapitalization received                                                    
     195,054,000 shares, the Company's President and CEO received 65,018,000                                                       
     shares and the Company's Executive Vice President and Secretary received                                                      
     10,000,000 shares. As part of the reverse triangular merger, NMC redeemed                                                     
     2,000,000 (post-split) shares of its common stock from its sole director                                                      
     and former principal shareholder for cash consideration paid to the former                                                    
     principal stockholder of NMC totaling $135,000. The 2,000,000 shares were                                                     
     cancelled, retired and available for future reissuance. Immediately prior                                                     
     to the closing, Trust Licensing, LLC borrowed $165,000 from Trust III, a                                                      
     related party, (See Notes 4 and 7). The entire $165,000 was charged to                                                        
     operations as a cost of recapitalization.                                                                                     

     In addition to the $165,000 paid for the public shell, the Company incurred                                                   
     and paid an additional $32,217 (see Note 7) for certain related legal and                                                     
     other professional fees associated with the recapitalization. For the year                                                    
     ended December 31, 2004, the Company charged the statement of operations                                                      
     for $197,217 as total costs of recapitalization.                                                                              

     As a result of the above recapitalization, the original shareholders of the                                                   
     publicly held shell are deemed to have been issued 22,328,000 common shares                                                   
     of the Company. All share and per share information in the accompanying                                                       
     consolidated financial statements has been retroactively restated to                                                          
     reflect the recapitalization.                                                                                                 

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

                                       F-11                                                                                        

SB-2
62nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 62nd
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

     (C) Corporate Name Change                                                                                                     

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

Note 7   Related Parties                                                                                                           

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

On August 13, 2001, the patent was validly assigned from the individual/promoter                                                   
to Trust I and simultaneously  assigned from Trust I to TLLLC.  Effective August                                                   
24,  2004,  the  patent  is owned by Trust  Licensing,  Inc.  as a result of the                                                   
reverse triangular merger. (See Note 2)                                                                                            

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

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

On August 24, 2004 and October 8, 2004, the Company issued notes payable for                                                       
$165,000 and $25,000 respectively. In connection with these notes, the Company                                                     
recorded $2,563 of interest expense (See Note 4)                                                                                   

During 2004, the Company engaged a law firm whose counsel is the father of the                                                     
Company's President. The Company had total expenses in 2004 of $46,399 for legal                                                   
fees to this related party. Of the total, $14,182 was for legal fees subsequent                                                    
to the reverse merger and $32,217 was for legal fees associated with the direct                                                    
costs of recapitalization. (See Note 6(B)).                                                                                        

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

Note 8   Commitments and Contingencies                                                                                             

(A)      Litigation Settlement - Other Income                                                                                      

     During 2003, the Company filed suit in the United States District Court of                                                    
     the Southern District of Florida against an unrelated third-party for,                                                        
     among other things, infringement of the '534 Patent (Case No. 03-20672). A                                                    
     subsequent related civil action was initiated by the third party against                                                      
     the Company in the Superior Court of California, County of Santa Clara for,                                                   
     among other things, breach of contract (Case No. 103-009764). The                                                             
     settlement was finalized on May 5, 2004 and paid on June 4, 2004 under the                                                    
     following terms:                                                                                                              

            1.    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.                                                                  
            2.    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.                                                                                                                          

                                       F-12                                                                                        

SB-2
63rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 63rd
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

(B)      Employment Agreements                                                                                                     

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

1. Chairman of the Board                                                                                                           
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $175,000                                                     
per year                                                                                                                           

2. President and CEO                                                                                                               
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $175,000                                                     
per year                                                                                                                           

3. Executive Vice President                                                                                                        
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $132,000                                                     
per year                                                                                                                           

     At December 31, 2004, the Company accrued $104,101 in connection with these                                                   
employment agreements.                                                                                                             

(C)      Consulting Agreement                                                                                                      

     On August 23, 2004, the Company entered into a consulting agreement with                                                      
     the former sole officer and director of NMC. Under the terms of the                                                           
     agreement, the consultant will provide certain financial consulting                                                           
     services. The term of the agreement is from August 23, 2004 to August 23,                                                     
     2006. The consultant will receive $2,500 per month as compensation. All                                                       
     accrued fees shall be immediately payable to the consultant upon receiving                                                    
     net cash financing proceeds of at least $500,000. At December 31, 2004, the                                                   
     Company accrued $10,645 in connection with this consulting agreement.                                                         

Note 9 Going Concern                                                                                                               

As reflected in the accompanying consolidated financial statements, the Company                                                    
has a net loss of $254,568 and net cash used in operations of $126,093,                                                            
respectively for the year ended December 31, 2004 and a working capital                                                            
deficiency of $497,084, deficit accumulated during the development stage of                                                        
$557,626 and a stockholders' deficiency of $487,221 at December 31, 2004. The                                                      
Company has no operating revenues. The ability of the Company to continue as a                                                     
going concern is dependent on the Company's ability to further implement its                                                       
business plan, raise capital, and generate revenues from the licensing of the                                                      
#534 Patent. The consolidated financial statements do not include any                                                              
adjustments that might be necessary if the Company is unable to continue as a                                                      
going concern.                                                                                                                     

The Company is currently a development stage company and its continued existence                                                   
is dependent upon the Company's ability to resolve its liquidity problems,                                                         
principally by obtaining additional debt financing and/or equity capital. In May                                                   
2004, the Company received net proceeds of $475,000 from the settlement of a                                                       
lawsuit (see note 8(A)). The settlement of the lawsuit provided the Company                                                        
operating capital but due to other commitments pertaining to employment                                                            
agreements (see note 8(B)) and future cash requirements to implement the                                                           
business plan, there remains doubt about the Company's ability to continue as a                                                    
going concern. The Company has yet to generate an internal cash flow, and until                                                    
licensing activities commence, the Company is very dependent upon debt and                                                         
equity funding.                                                                                                                    

Note 10 Income Taxes                                                                                                               

There was no income tax expense for the years ended December 31, 2004 and 2003                                                     
due to the Company's net losses and utilization of net operating loss                                                              
carryforwards. Additionally, during the period from July 19, 2001 (inception) to                                                   
August 23, 2004, the Company was taxed as a partnership and was not subject to                                                     
federal and state income taxes; accordingly, no provision had been made.                                                           

                                       F-13                                                                                        

SB-2
64th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 64th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

The Company's tax expense differs from the "expected" tax expense for the year                                                     
ended December 31, 2004, (computed by applying the Federal Corporate tax rate of                                                   
34% to loss before taxes), as follows:                                                                                             

                                                2004                    2003                                                       
                                           --------------------    -----------                                                     
Computed "expected" tax expense (benefit)   (86,553)               $     -                                                         

Change in valuation allowance                                                                                                      
                                             86,553                      -                                                         
                                          --------------------    -------------                                                    
                                               -                         -                                                         
                                          ====================    =============                                                    

The effects of temporary differences that gave rise to significant portions of                                                     
deferred tax assets and liabilities at December 31, 2004 are as follows:                                                           

Deferred tax assets:                                                                                                               
Net operating loss carryforward                                  (86,553)                                                          
                                                        ----------------------                                                     
Total gross deferred tax assets                                  (86,553)                                                          
Less valuation allowance                                          86,553                                                           
                                                        ----------------------                                                     
Net deferred tax assets                                               -                                                            
                                                        ======================                                                     

The Company has a net operating loss carryforward of approximately $254,568                                                        
available to offset future taxable income expiring 2024. Utilization of this                                                       
loss may be limited due to a change in control, which occurred on August 24,                                                       
2004 (See Note 1 (A)).                                                                                                             

The valuation allowance at December 31, 2003 was $0. The net change in valuation                                                   
allowance during the year ended December 31, 2004 was an increase of $86,553.                                                      

Note 11 Subsequent Events                                                                                                          

On January 12, 2005, the Company adopted the Trust Licensing Equity Incentive                                                      
Plan ("The Plan"). Pursuant to the Plan, the following terms exist:                                                                

(i)      Number of Shares Available                                                                                                

         The Company may issue up to 50,000,000 shares of its common stock.                                                        

(ii)     Individual Award Limitation                                                                                               

         The maximum number of Shares granted hereunder to any one participant                                                     
         may not exceed twenty percent (20%) of the total shares subject to the                                                    
         Plan.                                                                                                                     

(iii)    Eligibility                                                                                                               

         Incentive stock options ("ISO") may be granted only to employees                                                          
         (including officers and directors) of the Company or of a Parent or                                                       
         Subsidiary of the Company. All other Awards may be granted to                                                             
         employees, officers, directors, consultants and advisors of the Company                                                   
         or any Parent, Subsidiary or Affiliate of the Company, provided such                                                      
         consultants and advisors render bona fide services not in connection                                                      
         with the offer and sale of securities in a capital-raising transaction.                                                   
         A person may be granted more than one Award under the Plan.                                                               

                                       F-14                                                                                        

SB-2
65th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 65th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

(iv)     Options                                                                                                                   

         Each Option granted under the Plan shall be evidenced by an Award                                                         
         Agreement which shall expressly identify the Option as an ISO or                                                          
         Non-qualified stock option ("NQSO") ("Stock Option Agreement"), and be                                                    
         in such form and contain such provisions (which need not be the same                                                      
         for each Participant) as the Committee shall from time to time approve,                                                   
         and which shall comply with and be subject to the terms and conditions                                                    
         of the Plan.                                                                                                              

(v)      Exercise Period                                                                                                           

         Options shall be exercisable within the times or upon the events                                                          
         determined by the Committee as set forth in the Stock Option Agreement;                                                   
         provided, however, that no Option shall be exercisable after the                                                          
         expiration of ten (10) years from the date the Option is granted, and                                                     
         provided further that no Option granted to a person who directly or by                                                    
         attribution owns more than ten percent (10%) of the total combined                                                        
         voting power of all classes of stock of the Company or any Parent or                                                      
         Subsidiary of the Company ("Ten Percent Shareholder") shall be                                                            
         exercisable after the expiration of five (5) years from the date the                                                      
         Option is granted. The Committee also may provide for the Options to                                                      
         become exercisable at one time or from time to time, periodically or                                                      
         otherwise, in such number or percentage as the Committee determines.                                                      

(vi)     Exercise Price                                                                                                            

         The Exercise Price shall be determined by the Committee when the Option                                                   
         is granted and may be not less than the par value of a Share on the                                                       
         date of grant provided that: (i) the Exercise Price of an ISO shall be                                                    
         not less than one hundred percent (100%) of the Fair Market Value of                                                      
         the Shares on the date of grant; (ii) the Exercise Price of any ISO                                                       
         granted to a Ten Percent Shareholder shall not be less than one hundred                                                   
         ten percent (110%) of the Fair Market Value of the Shares on the date                                                     
         of grant; and (iii) the Exercise Price of any option granted that the                                                     
         Committee intends to qualify under Section 162(m) of the Code, shall                                                      
         not be less than one hundred percent (100%) of the Fair Market Value of                                                   
         the Shares on the date of grant.                                                                                          

a.       Limitations on ISO's                                                                                                      

         The aggregate Fair Market Value (determined as of the date of grant) of                                                   
         Shares with respect to which ISO's are exercisable for the first time                                                     
         by a Participant during any calendar year (under the Plan or under any                                                    
         other incentive stock option plan of the Company or any Affiliate,                                                        
         Parent or Subsidiary of the Company) shall not exceed One Hundred                                                         
         Thousand Dollars ($100,000). If the Fair Market Value of Shares on the                                                    
         date of grant with respect to which ISO's are exercisable for the first                                                   
         time by a Participant during any calendar year exceeds One Hundred                                                        
         Thousand Dollars ($100,000), the Options for the first One Hundred                                                        
         Thousand Dollars ($100,000) worth of Shares to become exercisable in                                                      
         such calendar year shall be ISO's and the Options for the amount in                                                       
         excess of One Hundred Thousand Dollars ($100,000) that become                                                             
         exercisable in that calendar year shall be NQSO's. In the event that                                                      
         the Code or the regulations promulgated thereunder are amended after                                                      
         the Effective Date of the Plan to provide for a different limit on the                                                    
         Fair Market Value of Shares permitted to be subject to ISO's, such                                                        
         different limit shall be automatically incorporated herein and shall                                                      
         apply to any Options granted after the effective date of such                                                             
         amendment.                                                                                                                

During the period  between  January 1, 2005 and February  22, 2005,  the Comapny                                                   
elected to draw down  substantially all of the remaining balance on its $250,000                                                   
line of credit. (See Note 5)                                                                                                       

                                       F-15                                                                                        

SB-2
66th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 66th
Trust Licensing, Inc. and Subsidiary                                                                                               
(A Development Stage Company)                                                                                                      
Notes to Consolidated Financial Statemetns                                                                                         
December 31, 2004                                                                                                                  

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

SB-2
67th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 67th
                      Trust Licensing, Inc. and Subsidiary                                                                         
                          (A Development Stage Company)                                                                            
                           Consolidated Balance Sheet                                                                              
                                 March 31, 2005                                                                                    
                                 ---------------                                                                                   
                                   (Unaudited)                                                                                     

                                     ASSETS                                                                                        
Current Assets                                                                                                                     
  Cash                                                                $     3,158                                                  
  Prepaid Expenses                                                          8,223                                                  
---------------------------------------------------------------------------------                                                  
Total Current Assets                                                       11,381                                                  
---------------------------------------------------------------------------------                                                  

Office equipment, net of $27,222 accumulated depreciation                   6,031                                                  
---------------------------------------------------------------------------------                                                  

Total Assets                                                          $    17,412                                                  
------------------------------------------------------------------------=========                                                  

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                     

Current Liabilities                                                                                                                
  Accounts payable                                                    $    35,224                                                  
  Accounts payable, related party                                          94,139                                                  
  Accrued expenses                                                         20,577                                                  
  Accrued compensation, officers                                          150,267                                                  
  Accrued payroll taxes payable                                            17,276                                                  
  Note payable, related party                                             220,000                                                  
  Accrued interest payable, related party                                   4,490                                                  
  Accrued interest payable                                                  1,503                                                  
---------------------------------------------------------------------------------                                                  
Total Current Liabilities                                                 543,476                                                  
---------------------------------------------------------------------------------                                                  

Long Term Liabilities                                                                                                              
  Line of credit                                                          248,375                                                  
---------------------------------------------------------------------------------                                                  
Total Liabilities                                                         791,851                                                  
---------------------------------------------------------------------------------                                                  
Commitments and Contingencies (See Note 8)                                                                                         

Stockholders' Deficiency                                                                                                           
  Common stock,  $0.0001 par value; 500,000,000 shares authorized,                                                                 
    294,066,663 shares issued and outstanding                              29,407                                                  
  Additional Paid-in Capital                                               44,964                                                  
  Deficit accumulated during the development stage                       (848,810)                                                 
----------------------------------------------------------------------------------                                                 
Total Stockholders' Deficiency                                           (774,439)                                                 
----------------------------------------------------------------------------------                                                 
Total Liabilities and Stockholders' Deficiency                        $    17,412                                                  
------------------------------------------------------------------------==========                                                 

     See accompanying notes to unaudited consolidated financial statements.                                                        

                                      F-16                                                                                         

SB-2
68th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 68th
                                                            Trust Licensing, Inc. and Subsidiary                                   
                                                               (A Development Stage Company)                                       
                                                           Consolidated Statements of Operations                                   
                                                           --------------------------------------                                  
                                                                          (Unaudited)                                              

                                                                                        For the                                    
                                                                                      Period from                                  
                                                        Three Months Ended           July 19, 2001                                 
                                                             March 31                (Inception) to                                
                                                       2005           2004           March 31, 2005                                
                                                   -------------  -------------- -----------------------                           

Revenue                                                     $ -             $ -                     $ -                            
                                                   -------------  -------------- -----------------------                           

Operating Expenses                                                                                                                 
Payroll, contract services and stock based compensation 149,601          10,846                 519,144                            
Professional fees                                        63,685               -                 541,418                            
Research and development                                 12,123               -                  42,317                            
Rent                                                      6,825           1,551                  26,080                            
Depreciation                                              4,617           2,142                  27,222                            
Costs of recapitalization                                     -               -                 197,217                            
General and administrative                               49,224           6,471                 130,205                            
Impairment loss                                               -           1,287                  61,265                            
                                                   -------------  -------------- -----------------------                           

Total Operating Expenses                                286,075          22,297               1,544,868                            
                                                   -------------  -------------- -----------------------                           

Loss from Operations                                   (286,075)        (22,297)             (1,544,868)                           

Other Income (Expense)                                                                                                             
Other income                                                  -               -                 705,000                            
Interest expense                                         (5,109)              -                  (8,942)                           
                                                   -------------  -------------- -----------------------                           

Total Other Income (Expense), net                        (5,109)              -                 696,058                            
                                                   -------------  -------------- -----------------------                           

Net Loss                                             $ (291,184)      $ (22,297)             $ (848,810)                           
                                                   =============  ============== =======================                           

Net Loss Per Share  - Basic and Diluted                    0.00            0.00                    0.00                            
                                                   =============  ============== =======================                           

Weighted average number of shares outstanding                                                                                      
  during the period - basic and diluted             294,066,663     270,072,000             273,961,587                            
                                                   =============  ============== =======================                           

     See accompanying notes to unaudited consolidated financial statements.                                                        

                                      F-17                                                                                         

SB-2
69th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 69th
                                                      Trust Licensing, Inc. and Subsidiary                                         
                                                          (A Development Stage Company)                                            
                                                       Consolidated Statements of Cash Flows                                       
                                                       -------------------------------------                                       
                                                                   (Unaudited)                                                     

                                                                                 For the                                           
                                                                               Period from                                         
                                                          Three Months Ended   July 19, 2001                                       
                                                              March 31        (Inception) to                                       
                                                           2005       2004    March 31, 2005                                       
                                                         ---------- --------- ---------------                                      

Cash Flows From Operating Activities:                                                                                              
Net Loss                                                 $(291,184) $(22,297)     $ (848,810)                                      
Adjustments to reconcile net loss to net cash                                                                                      
  used in operations:                                                                                                              
Impairment loss - patent and trademark                           -         -          61,265                                       
Depreciation                                                 4,617     2,142          27,222                                       
Stock issued for services                                        -         -          50,000                                       
Stock options granted                                        3,966         -           3,966                                       

Changes in operating assets and liabilities:                                                                                       

  (Increase) Decrease                                                                                                              

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

  Increase (Decrease)                                                                                                              

  Accounts payable                                           9,077  (140,623)         35,223                                       
  Accounts payable, related party                           46,440         -          94,139                                       
  Accrued expenses                                           9,932    80,444          20,577                                       
  Accrued compensation, officers                            46,166         -         150,267                                       
  Accrued payroll taxes payable                                  -     1,847          17,276                                       
  Accrued interest payable, related party                    1,927         -           2,797                                       
  Accrued interest payable                                     234         -           3,197                                       
                                                         ---------- --------- ---------------                                      
Net Cash Used In Operating Activities                     (177,049)  (78,487)       (391,105)                                      
                                                         ---------- --------- ---------------                                      

Cash Flows From Investing Activities:                                                                                              
  Purchase of equipment                                       (784)   (4,419)        (33,252)                                      
  Patent and trademark cost disbursements                        -         -         (61,265)                                      
  Cash acquired in recapitalization                              -         -             405                                       
  Advance from related party                                     -         -          20,000                                       
  Loan repayment received from related party                20,000         -         (20,000)                                      
                                                         ---------- --------- ---------------                                      

Net Cash Used Provided By (Used In) Investing Activities    19,216    (4,419)        (94,112)                                      
                                                         ---------- --------- ---------------                                      

Cash Flows From Financing Activities:                                                                                              
  Proceeds from issuance of common stock                         -         -          20,000                                       
  Proceeds from related party notes                         30,000         -         220,000                                       
  Proceeds from related party loans                              -         -               -                                       
  Proceeds from line of credit                              97,000         -         248,375                                       
  Proceeds from related party loans                              -    80,000         266,000                                       
  Repayments of related party loans                              -         -        (266,000)                                      
                                                         ---------- --------- ---------------                                      
Net Cash Provided By Financing Activities                  127,000    80,000         488,375                                       
                                                         ---------- --------- ---------------                                      

Net Increase (Decrease) in Cash                            (30,833)   (2,906)          3,158                                       

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

Cash at End of Period                                      $ 3,158    $2,974         $ 3,158                                       
                                                         ========== ========= ===============                                      

Supplemental disclosure of cash flow information:                                                                                  

Cash paid for interest                                         $ -       $ -             $ -                                       
                                                         ========== ========= ===============                                      

Cash paid for taxes                                            $ -       $ -             $ -                                       
                                                         ========== ========= ===============                                      

     See accompanying notes to unaudited consolidated financial statements                                                         

                                       F-18                                                                                        

SB-2
70th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 70th
ITEM 1            FINANCIAL STATEMENTS                                                                                             

Note 1            Basis of Presentation                                                                                            

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

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

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

Note 2   Nature of Operations and Summary of Significant Accounting Policies                                                       
         ------------------------------------------------------------------                                                        

(A)      Nature of Business                                                                                                        

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

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

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

(B)      Principles of Consolidation                                                                                               

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

(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                                                                                               

                                        F-19                                                                                       

SB-2
71st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 71st
carrying amounts may not be recoverable. If the undiscounted future cash flows                                                     
of the long-lived assets are less that the carrying amount, their carrying                                                         
amount is reduced to fair value and an impairment loss is recognized. During the                                                   
three months ended March 31, 2005 and 2004, and for the period from July 19,                                                       
2001 (inception) to March 31, 2005, the Company recognized an impairment loss of                                                   
$ 0, $ 1,287, and $61,265, respectively. The impairment losses are related to                                                      
previously capitalized amounts relating to the #534 Patent. (See Notes 3, 8 and                                                    
9(A)).                                                                                                                             

(D)      Revenue Recognition                                                                                                       

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

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

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

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

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

(E)      Net Loss Per Share                                                                                                        

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

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

                                        F-20                                                                                       

SB-2
72nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 72nd
In December 2002, SFAS No. 148, "Accounting for Stock-Based Compensation -                                                         
Transition and Disclosure," was issued. This pronouncement amends SFAS No. 123,                                                    
"Accounting for Stock-Based Compensation," and provides guidance to companies                                                      
that wish to voluntarily change to the fair value based method of accounting for                                                   
stock-based employee compensation, among other provisions. The Company has                                                         
historically accounted for, and will continue to account for, its employee                                                         
stock-based compensation under the fair value based method provisions of SFAS                                                      
No. 123, and therefore the issuance of SFAS No. 148 did not have any impact on                                                     
the Company's consolidated financial position, results of operations or cash                                                       
flows.                                                                                                                             
(G)      New Accounting Pronouncements                                                                                             

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

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

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

(H)         Research and Development Costs                                                                                         

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

                                        F-21                                                                                       

SB-2
73rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 73rd
Note 3                 Patent                                                                                                      

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

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

The impairment losses are as follows:                                                                                              

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

Total impairment loss                                               $   61,265                                                     
                                                                    ==========                                                     

Note 4                 Loans Receivable and Payable, Related Parties                                                               
                       ---------------------------------------------                                                               

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

July 19, 2001 (inception) to December 31, 2001                      $  20,000                                                      
Year ended December 31, 2002                                        $ 100,000                                                      
Year ended December 31, 2003                                        $  29,000                                                      
Year ended December 31, 2004                                        $ 110,000                                                      
Three months ended March 31, 2005                                   $     -                                                        
                                                                    ----------                                                     

Total advances from Trust III                                       $ 259,000                                                      
                                                                    =========                                                      

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

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

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

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

                                        F-22                                                                                       

SB-2
74th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 74th
All loans to and from Trust III were non-interest bearing, unsecured and due on                                                    
demand.                                                                                                                            

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

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

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

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

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

Total notes  payable,  related party  aggregated $ 220,000 at March 31, 2005. At                                                   
March 31,2005, the Company had accrued interest payable with a related party for                                                   
$4,490. (See Note 8)                                                                                                               

Note 6                 Line of Credit                                                                                              

On October 6, 2004, effective November 16, 2004, the Company entered into a                                                        
transaction with a Bank pursuant to which the Company has access to a two                                                          
hundred and fifty thousand dollar ($ 250,000) line of credit. In general, all or                                                   
any portion of the $ 250,000 may be drawn down at any time, and must be repaid                                                     
in full by October 25, 2006, with interest at prime plus 1.5%. In addition,                                                        
commencing November 25, 2004 and continuing each consecutive month thereafter,                                                     
the Company must pay accrued interest on outstanding amounts owed. The Company                                                     
intends on using the line of credit for general working capital and may also                                                       
repay some or all of the loans with Trust III. The credit line is guaranteed by                                                    
Trust III and secured by a Certificate of Deposit owned by the Chairman of the                                                     
Company. The Chairman of the Board of Directors is the primary beneficiary of                                                      
Trust III. As of March 31, 2005, the Company reflected a long term liability of                                                    
$248,375 and related accrued interest of $1,503.                                                                                   

Note 7                 Stockholders' Deficiency                                                                                    

(A)         Stock issuances                                                                                                        

On August 24, 2004, the Company issued 1,666,663 shares of its common stock                                                        
having a fair value of $0.03 per share aggregating $50,000 in exchange for                                                         
consulting services rendered. The fair value of the stock was based on a mutual                                                    
understanding between the Company and the service provider. There have                                                             

                                        F-23                                                                                       

SB-2
75th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 75th
been no recent cash offerings in which to base the fair value per share. In                                                        
addition, the stock was not publicly traded as of December 31, 2004.                                                               

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

(B)         Recapitalization                                                                                                       

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

In addition to the $165,000 paid for the public shell, the Company incurred and                                                    
paid an additional $32,217 for certain related legal and other professional fees                                                   
associated with the recapitalization. For the year ended December 31, 2004, the                                                    
Company charged the statement of operations for $ 197,217 as total costs of                                                        
recapitalziation. There are no additional charges for recapitalization during                                                      
the three months ended March 31, 2005.                                                                                             

As a result of the above recapitalization, the original shareholders of the                                                        
publicly held shell are deemed to have been issued 22,328,000 common shares of                                                     
the Company. All share and per share information in the accompanying unaudited                                                     
consolidated financial statements has been retroactively restated to reflect the                                                   
recapitalization.                                                                                                                  

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

(C)      Corporate Name Change                                                                                                     

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

(D)  Common Stock Options and Warrants Issued for Services                                                                         
The following summarizes the Company's employee stock option activity for the                                                      
three months ended March 31, 2005: The fair value of each option grant is                                                          
estimated on the date of grant using the Black-Scholes option-pricing                                                              

                                       F-24                                                                                        

SB-2
76th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 76th
model in accordance with SFAS No. 123R. The company granted 2,000,000 stock                                                        
options to an employee on February 14, 2005 which were valued at $40,000. There                                                    
were no stock option grants during the years ended December 31, 2004 or 2003.                                                      
The following represents the weighted-average assumptions used by management for                                                   
the February 14, 2005 stock option grant:                                                                                          

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

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

                                                                  Number of               Weighted Average                         
                                                                   Options                 Exercise Price                          
                                                           -----------------------     -----------------------                     
Stock Options                                                                                                                      
Balance at December 31, 2003                                                 -       $          -                                  
Granted                                                                      -       $                   -                         
Exercised                                                                    -       $                   -                         
Forfeited                                                                    -       $                   -                         
                                                           -----------------------     -----------------------                     
Balance at December 31, 2004                                                 -       $            -                                
Granted                                                           2,000,000          $           0.02                              
Exercised                                                                    -       $            -                                
Forfeited                                                                    -       $            -                                
                                                           -----------------------     -----------------------                     
Balance at March 31, 2005                                    $    2,000,000          $           0.02                              
                                                                  =============               =========                            

Options exercisable at March 31, 2005                        $               -                    -                                
                                                                                              =========                            
Weighted average fair value of options granted                                       $           0.02                              
during 2005                                                                                                                        
                                                                                              ==========                           

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

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

The Issued Options consist of one option granted to a non-executive employee on                                                    
February 14, 2005 for 2,000,000 shares, which is exercisable at $ 0.02 per share                                                   
(the fair market value at the date of grant.) The Issued Option was granted                                                        
pursuant to the Company's Equity Incentive Plan. These Issued Options vest                                                         
680,000 on August 26, 2005 and at a rate of 55,000 per month thereafter. As a                                                      
result, the employee is not vested in the option grant, thus there are no                                                          
exercisable options currently outstanding as of March 31, 2005.  The options are                                                   
accounted for as graded vesting options pursuant to SFAS 123.  Accordingly,                                                        
the Company has expensed $3,966 as compensation for the three months ended                                                         
March 31, 2005. (See Note 8)                                                                                                       

Note 8                     Related Parties                                                                                         

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

                                       F-25                                                                                        

SB-2
77th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 77th
On August 13, 2001, the patent was validly assigned from the individual/promoter                                                   
to Trust I and simultaneously  assigned from Trust I to TLLLC.  Effective August                                                   
24,  2004,  the  patent  is owned by TLI as a result of the  reverse  triangular                                                   
merger. (See Note 3)                                                                                                               

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

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

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

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

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

During 2005, the Company granted 2,000,000 stock options to an employee valued                                                     
at $40,000. (See Note 7(D))                                                                                                        

Note 9            Commitments and Contingencies                                                                                    

(A)     Litigation Settlement - Other Income                                                                                       

During 2003, the Company filed suit in the United States District Court of the                                                     
Southern District of Florida against an unrelated third-party for, among other                                                     
things, infringement of the '534 Patent (Case No. 03- 20672). A subsequent                                                         
related civil action was initiated by the third party against the Company in the                                                   
Superior Court of California, County of Santa Clara for, among other things,                                                       
breach of contract (Case No. 103-009764). The settlement was finalized on May 5,                                                   
2004 and paid on June 4, 2004 under the following terms:                                                                           

     1. 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.                                                                                                                   

     2.  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.                                                                                                                              

                                       F-26                                                                                        

SB-2
78th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 78th
(B)      Employment Agreements                                                                                                     

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

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

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

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

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

(C)              Consulting Agreement                                                                                              

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

Note 10                   Going Concern                                                                                            

As reflected in the accompanying unaudited consolidated financial statements,                                                      
the Company has a net loss of $291,184 and net cash used in operations of                                                          
$177,049 for the three months ended March 31, 2005, and an accumulated deficit                                                     
of $848,810, a working capital deficiency of $532,095 and a stockholders'                                                          
deficiency of $774,439 at March 31, 2005.                                                                                          

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

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

                                       F-27                                                                                        

SB-2
79th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 79th
Note 11                   Subsequent Events                                                                                        

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

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

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

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

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

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

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

                                    F-28                                                                                           

SB-2
80th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 80th
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO                                                                  
PROVIDE  ANY INFORMATION OR MAKE ANY REPRESENTATIONS ABOUT CONNECTED                                                               
MEDIA TECHNOLOGIES, INC. EXCEPT THE INFORMATION OR REPRESENTATIONS                                                                 
CONTAINED IN THIS PROSPECTUS.  YOU SHOULD NOT RELY ON ANY ADDITIONAL                                                               
INFORMATION OR REPRESENTATIONS IF MADE.                                                                                            

This prospectus does not constitute an offer to sell, or a solicitation of an                                                      
offer to buy any securities:                                                                                                       

[ ] except the common stock offered by this                                                                                        
    prospectus;                                               -----------------                                                    
[ ] in any jurisdiction in which the offer or                 PROSPECTUS                                                           
    solicitation is not authorized;                           -----------------                                                    
[ ] in any jurisdiction where the dealer or                                                                                        
    other salesperson is not qualified to make                                                                                     
    the offer or solicitation;                                                                                                     
[ ] to any person to whom it is unlawful to make             260,861,500 SHARES                                                    
    the offer or solicitation; or                            OF COMMON STOCK                                                       
[ ] to any person who is not a United States                                                                                       
    resident or who is outside the jurisdiction                                                                                    
    of the United States.                                   CONNECTED MEDIA                                                        
                                                            TECHNOLOGIES, INC.                                                     

The delivery of this prospectus or any accompanying sale does not imply that:                                                      

[ ] there have been no changes in the affairs of                                                                                   
    Connected Media Technologies, Inc. after the date of this                                                                      
    prospectus; or                                                                                                                 
[ ] the information contained in this prospectus is                                                                                
    correct after the date of this prospectus.                 ____,  2005                                                         
                                                -----------------------                                                            

Until , 2005, all dealers Effecting transactions in the registered securities,                                                     
whether or not participating in this distribution, may be required to deliver a                                                    
prospectus. This is in addition to the obligation of dealers to deliver a                                                          
prospectus when acting as underwriters.                                                                                            

SB-2
81st Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 81st
                                     PART II                                                                                       
                     INFORMATION NOT REQUIRED IN PROSPECTUS                                                                        

ITEM  24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                                                                               

         Pursuant to the articles of incorporation and bylaws of CMT, we may                                                       
indemnify an officer or director who is made a party to any proceeding,                                                            
including a lawsuit, because of his position, if he acted in good faith and in a                                                   
manner he reasonably believed to be in our best interest. In certain cases, we                                                     
may advance expenses incurred in defending any such proceeding. To the extent                                                      
that the officer or director is successful on the merits in any such proceeding                                                    
as to which such person is to be indemnified, we must indemnify him against all                                                    
expenses incurred, including attorney's fees. With respect to a derivative                                                         
action, indemnity may be made only for expenses actually and reasonably incurred                                                   
in defending the proceeding, and if the officer or director is judged liable,                                                      
only as determined by a court order. The indemnification is intended to be to                                                      
the fullest extent permitted by the laws of the state of Delaware.                                                                 

         Insofar as indemnification for liabilities arising under the Securities                                                   
Act of 1933 (the "Act") may be permitted to directors, officers and controlling                                                    
persons of the small business issuer pursuant to the foregoing provisions, or                                                      
otherwise, the small business issuer has been advised that in the opinion of the                                                   
Securities and Exchange Commission such indemnification is against public policy                                                   
as expressed in the Act and is, therefore, unenforceable.                                                                          

ITEM  25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                                                                             

         The following table sets forth estimated expenses expected to be                                                          
incurred in connection with the issuance and distribution of the securities                                                        
being registered. We will pay all expenses in connection with this offering.                                                       

      Securities and Exchange Commission Registration Fee     $ 1,535.20                                                           
      Printing and Engraving Expenses                         $15,000.00                                                           
      Accounting Fees and Expenses                            $ 5,000.00                                                           
      Legal Fees and Expenses                                 $50,000.00                                                           
      Miscellaneous                                           $ 5,000.00                                                           
                                                              -----------                                                          
      TOTAL                                                   $76,535.20                                                           
                                                              ==========                                                           


SB-2
82nd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 82nd
ITEM  26.  SALES OF UNREGISTERED SECURITIES                                     

   During the past three years, the company has issued the following
securities without registration under the Securities Act of 1933:               

                                                        [Enlarge/Download Table]

                                                                                                                                   

                                                                                                        Underwriting               
Date          Title             Amount of       Principal      Nature              Amount of            Discounts and   Exemption  
                                Securities      Underwriters                       Consideration        Commissions     Relied Upon

8/24/04                                                                                                                            
Reverse       Common Stock      1,666,663         None         Consulting          $1,666.66            None               4(2)    
Merger                                                         Services                                                            

8/24/04       Short Term                                       Promissory Note                          None                       
              Debt              N/A - Debt      None           for Business        $165,000                                4(2)    
                                                               Acquisition                                                         

10/8/04       Short Term        N/A - Debt                     Promissory Note                                                     
              Debt                              None           for General         $25,000              None               4(2)    
                                                               Working Capital                                                     

11/16/04      Short Term        N/A - Debt      None           Promissory Note                                                     
              Debt                                             for General         $250,000             None               4(2)    
                                                               Working Capital                                                     

3/9/2005      Short Term        N/A - Debt                                                                                         
              Debt                              None           Promissory Note                                                     
                                                               for General         $ 55,000             None               4(2)    
                                                               Working Capital                                                     

              Short Term                                                                                                           
4/14/05       Debt              N/A Debt        None           Montgomery                                                          
                                                               Equity Partners,    $600,000             None               4(2)    
                                                               Ltd                                                                 
                                                               .                                                                   

4/14/05 &                                                      Cornell- SEDA -                                                     
5/26/05      Common Stock      3,800,000       None           Compensation        $190,000             None               4(2)     
                                                               Shares                                                              

4/14/05       Common Stock      200,000         None           Cornell- Warrant    N/A                  None               4(2)    

                                                               Monitor -                                                           
4/14/05       Common Stock      200,000         None           Placement Agent     $10,000              None               4(2)    
                                                               Agreement Shares                                                    
                                                               Knightsbridge -                                                     
4/14/05       Common Stock      4,441,000       None           Consulting          N/A; Consulting      None               4(2)    
                                                               Agreement -         Services Rendered                               
                                                               Services Rendered                                                   
------------- ----------------- --------------- -------------  ---------------------------------------- ------------------ --------

The company believes that all of the above transactions were  
transactions not involving any public offering within the meaning of Section    
4(2) of the Securities Act of 1933, as amended, since (a) each of the           
transactions involved the offering of such securities to a substantially limited
number of persons; (b) each person took the securities as an investment for     
his/her/its own account and not with a view to distribution; (c) each person had
access to information equivalent to that which would be included in a           
registration statement on the applicable form under the Securities Act of 1933, 
as amended; (d) each person had knowledge and experience in business and        
financial matters to understand the merits and risk of the investment; therefore
no registration statement needed to be in effect prior to such issuances.       

 -1-

SB-2
83rd Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 83rd
ITEM  27.  EXHIBITS                                                             

                                                        [Enlarge/Download Table]

                                                                                        

EXHIBIT                                                                                 
NO.                            DESCRIPTION OF EXHIBIT                                   

3A       Articles of Incorporation,  incorporated by reference to Form 10-KSB filed on  
         3/9/2005 for the period ended 12/31/2004, filed as Exhibit 3A                  

3B      By-Laws  incorporated  by  reference to Form 10-KSB filed on 3/9/2005 for the   
        period ended 12/31/2004, filed as Exhibit 3C                                    

3C      Amendment of Articles of Incorporation, incorporated by reference to Form 8-K   
        for the period August 25, 2004 filed as Exhibit 5.                              

3D      Amendment of the Articles of Incorporation, incorporated by reference to Form   
        8-K for the period April 27, 2005 filed as Exhibit 3D.                          

3E      Amendment to the Articles of Incorporation, incorporated by reference to Form   
        8-K for the period ended May 17, 2005 filed as Exhibit 3E                       

4       Form of Stock  Certificate,  incorporated by reference to Form 10-KSB filed on  
        3/9/2005 for the period ended 12/31/04, filed as Exhibit 4.                     

5       Opinion of Counsel, to be filed by amendment **                                 

10.1    Agreement  and Plan of Merger  Among New  Mountaintop  Corporation,  Trust      
        Licensing,  Inc. and Trust Licensing,  LLC dated August 24, 2004 incorporated by
        reference to Form8-K for the period August 25, 2004 filed as Exhibit 1          

10.2    Employment Agreement with Leigh M. Rothschild  incorporated by reference to     
        Form 8-K for the period August 25, 2004 filed as Exhibit 2.                     

10.3    Employment Agreement with Jeffrey W. Sass incorporated by reference to Form     
        8-K for the period August 25, 2004 filed as Exhibit 3.                          

10.4     Employment  Agreement with Michael R. Moore  incorporated  by reference to     
        Form 8-K for the period August 25, 2004 filed as Exhibit 4.                     

10.5    Amendment  of  the  Certificate  of   Incorporation   of  New  Mountaintop      
        Corporation incorporated by reference to Form 8-K for the period August 25, 2004
        filed as Exhibit 6.                                                             

10.6    Consulting  Agreement with Mark Golden incorporated by reference to Form 8-     
        K for the period August 25, 2004 filed as Exhibit 7.                            

10.7    Amended Certificate of Incorporation of Trust Licensing,  Inc. incorporated     
        by reference Form 10-KSB filed on 3/9/2005 for the period ended 12/31/04,  filed
        as Exhibit 10.7                                                                 

10.8    Promissory  Note dated April 14, 2005 in the amount of $600,000  payable to     
        Montgomery  Equity Partners Ltd.,  incorporated by reference to Form 8-K for the
        period April 18, 2005 filed as Exhibit 10.8.                                    

10.9    Pledge and Escrow  Agreement  dated  April 14,  2005,  among the  company,      
        Montgomery  Equity  Partners  Ltd. and David  Gonzales,  Esq.,  incorporated  by
        reference to Form 8-K for the period April 18, 2005 filed as Exhibit 10.9       

10.10   Security Agreement dated April 14, 2005 between the company and Montgomery      
        Equity Partners Ltd., incorporated by reference to Form 8-K for the period April
        18, 2005 filed as Exhibit 10.10                                                 

10.11   Standby  Equity  Distribution  Agreement  dated  April 14, 2005 among the       
        company and Cornell Capital  Partners,  L.P.,  incorporated by reference to Form
        8-K for the period April 18, 2005 filed as Exhibit 10.11.                       

10.12   Registration  Rights Agreement dated April 14, 2005 among the company and       
        Cornell Capital Partners,  L.P., incorporated by reference to Form 8-K filed for
        the period April 18, 2005 filed as Exhibit 10.12.                               

                                       -2-                                              

SB-2
84th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 84th
10.13     Warrant  dated April 14, 2005  granted by the company to Cornell  Capital     
        Partners,  L.P.,  incorporated by reference to Form 8-K for the period April 18,
        2005 filed as Exhibit 10.13.                                                    

10.14    Escrow  Agreement dated April 14, 2005 among the company,  Cornell Capital     
        Partners, L.P., and David Gonzalez, Esq., incorporated by reference to Form 8- K
        filed for the period April 18, 2005 filed as Exhibit 10.14.                     

10.15   Placement  Agent  Agreement  dated  April 14,  2005 among the company and       
        Monitor  Capital,  Inc.,  incorporated  by  reference  to Form 8-K filed for the
        period April 18, 2005 filed as Exhibit 10.15.                                   

10.16   Consulting  Agreement  dated  April 14,  2005  between  the  company  and       
        Knightsbridge  Holdings,  LLC,  incorporated  by  reference  to Form 8-K for the
        period April 18, 2005 filed                                                     

10.17   First  Amendment to Employment  Agreement  between the company and Michael      
        Moore. *                                                                        

14.1    Code of Ethics of the company *                                                 

23.1    Consent of McLaughlin & Stern, LLP, incorporated by reference to Exhibit 5,     
        to be filed by amendment.**                                                     

23.2    Consent of Salberg & company , P.A., *                                          

24      Loan Extension Agreement incorporated by reference to Form 8-K for the period   
        May 16, 2005 filed as Exhibit 1.                                                

         *   Filed herewith                                                             

         ** To be filed by Amendment                                                    


 -3-

SB-2
85th Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 85th
ITEM  28.  UNDERTAKINGS                                                         

The undersigned registrant hereby undertakes:                 

        (1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:                   

  (i)  Include any prospectus required by Sections 10(a)(3) of the
Securities Act of 1933 (the "Act");                                             

      (ii) Reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, represents a        
fundamental change in the information set forth in the Registration Statement.  
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that  
which was registered) and any deviation from the low or high end of the         
estimated maximum offering range may be reflected in the form of prospectus     
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the     
changes in volume and price represent no more than 20 percent change in the     
maximum aggregate offering price set forth in the "Calculation of Registration  
Fee" table in the effective Registration Statement;                             

     (iii) Include any additional or changed material information on the
plan of distribution;                                                           

       (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration     
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the bona fide offering thereof.   

        (3) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.            

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business  
issuer pursuant to the foregoing provisions, or otherwise, the small business   
issuer has been advised that in the opinion of the Securities and Exchange      
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the   
small business issuer in the successful defense of any action, suit or          
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

 -4-

SB-2
Last Page of 86
TOC
1st
Previous
Next
↓Bottom
Just 86th
SIGNATURES

        In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration    
statement to be signed on our behalf by the undersigned, on June ___, 2005.     

Date: June __, 2005                                                             

  CONNECTED MEDIA TECHNOLOGIES, INC.

By:  /s/Jeffrey W. Sass         
                    ----------------------------------------------------
Name:  Jeffrey W. Sass          
           Title:  President & Chief Executive Officer

By:  /s/ Jay H. Linn            
                    ----------------------------------------------------
Name:  Jay H. Linn              
     Title: Acting Chief Financial Officer

      In accordance with the Securities Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the    
capacities on June __, 2005.                                                    

         /s/ Leigh M. Rothschild
                             ---------------------------------------------
          Name:  Leigh M. Rothschild
             Title:  Chairman of the Board

   /s/ Jeffrey W. Sass
                             ---------------------------------------------
    Name:Jeffrey W. Sass

    /s/ Michael R. Moore
                           -------------------------------------------
       Name:  Michael R. Moore
                 Title:  Executive Vice President,
                               Business & Legal  Affairs

/s/ Jay H. Linn 
                             ---------------------------------------------
    Name:  Jay H. Linn
                     Title: Acting Chief Financial Officer

 /s/   Adam Bauman
------------    
 Name: Adam Bauman
Title: Director 

 -5-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		5/23/15		40		41
		10/25/06		45		74
		8/23/06		45		78
		12/31/05		36					10KSB
		12/9/05		31		74
		8/26/05		41		76
		8/24/05		39		78
		7/8/05		31
Filed on:		6/6/05		1		47
		6/2/05		8		31
		6/1/05		3
		5/26/05		31
		5/25/05		31
		5/24/05		44
		5/23/05		40		41			3
		5/20/05		34
		5/17/05		34		83			8-K
		5/16/05		31		84			10QSB
		5/13/05		79					10QSB
		5/1/05		39		78
		4/28/05		31		79
		4/27/05		83
		4/18/05		83		84			8-K
		4/15/05		8		79
		4/14/05		3		84
		4/1/05		30
		3/31/05		6		78			10QSB/A
		3/9/05		31		77			10KSB
		2/22/05		44		73
		2/14/05		41		76
		2/7/05		13		51
		1/12/05		41		64
		1/1/05		29		65
		12/31/04		6		77			10KSB,  10KSB/A
		12/15/04		59
		11/25/04		45		74
		11/16/04		45		74
		10/8/04		31		77
		10/6/04		45		74
		9/15/04		62		75
		8/25/04		83
		8/24/04		27		83			3
		8/23/04		39		78
		6/7/04		44		77
		6/4/04		62		77
		5/5/04		62		77
		3/31/04		28		72
		1/2/04		45
		1/1/04		28
		12/31/03		28		76			10KSB/A,  8-K/A
		12/15/03		59
		6/15/03		32
		5/31/03		32
		12/31/02		44		73
		12/31/01		44		73
		12/15/01		58		72
		8/13/01		45		77
		7/19/01		33		77
		3/1/93		33
									List all Filings