content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 8-K
  
                               CURRENT REPORT PURSUANT
                            TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
      Date of report (Date of earliest event reported)   April  14, 2005
                                                       -----------------------
  
                                TRUST LICENSING, INC
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
  
       000-18689                                       06-1238435
  (Commission File Number)                    (IRS Employer Identification No.)
  
       950 South Pine Island Road, Suite A150-1094, Plantation, Florida 33324
  ----------------------------------------------------------------------------
         (Address of Principal Executive Offices)                    (Zip Code)
  
                                    (954)727-8218
                (Registrant's Telephone Number, Including Area Code)
  
                             NEW MOUNTAINTOP CORPORATION
  ------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
   Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2 below):
  
       |X| Written communications pursuant to Rule 425 under the Securities Act
  (17 CFR 230.425)
  
        |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
  CFR 240.14a-12)
  
        |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240.14d-2(b))
  
        |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17  CFR 240.13e-4(c))
  <PAGE>
  
  ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
           On April 14, 2005, the Company entered into a Standby Equity
  Distribution Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant
  to the Standby Equity Distribution Agreement ("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 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 fee including 3,800,000 shares of common stock of which
  1,900,000 shares were issued on execution of the SEDA and 1,900,000 will be
  issued on the second installment (as defined below).
  
           Pursuant to the terms of a registration rights agreement, the Company
  is required to register the shares issued to Cornell as well as the shares to be
  issued pursuant to the 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 of the Company's common stock. The warrant is exercisable for a period of
  two (2) years from the date of issuance, which is April 14, 2005. The exercise
  price per share under the warrant is $0.01 per share and the shares issuable
  upon exercise of the warrant are to be included in the registration statement.
  
           In connection with the SEDA the Company entered into the Placement
  Agent Agreement with Monitor Capital, Inc. ("Monitor"). Pursuant to the
  Placement Agent Agreement, the Company paid a one-time placement agent fee of
  200,000 shares of common stock equal to approximately $10,000 based on the
  market price of the common stock at the time of issuance. Monitor shall act on
  behalf of Cornell in connection with the sale of the shares of common stock
  issued to Cornell pursuant to the SEDA and the Cornell warrant.
  
            The Company also entered into an agreement with Knightsbridge
  Holdings, LLC whereby Knightsbridge will assist the Company in a variety of
  areas including, but not limited to financial, strategic and related
  developmental growth. The agreement runs for a term of six (6) months, starting
  April 1, 2005, and will continue on a month-to-month basis subject to a right to
  cancel upon thirty (30) days written notice. The Company is obligated to pay
  Knightsbridge a monthly retainer of $2,000.00 and also 4,441,000 shares of our
  common stock, which amount represents 1.5% of the Company's issued and
  outstanding common stock on a fully diluted basis. Knightsbridge is also
  entitled to additional compensation in the future based upon any transactions
  that they bring to the Company.
  
  
  ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
            OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
  
  Simultaneous  with the execution of the SEDA, the Company  executed a Promissory
  Note  in  favor  of  Montgomery  Equity  Partners,  Ltd.  ("Montgomery")  in the
  principal  amount of  $600,000.  The Company  plans on using the proceeds of the
  Note as bridge  financing.  The Note proceeds will be received by the Company in
  two  installments of $300,000.  The first  installment was due upon execution of
  the Note  and was  paid and the  second  installment  is to be  received  by the
  Company two (2) days prior to the filing of the registration  statement referred
  to in Item 1.01 above.  The Note  accrues  interest  at the rate of  twenty-four
  (24%) percent per year and matures one (1) year from its issuance  date. For the
  first six (6)  months,  the  Company  shall  make  payments  of  interest  only.
  Thereafter,  the Company  shall make  payments of principal  and interest as set
  forth in the Note.  Notwithstanding the foregoing, the first two (2) payments of
  interest are to be deducted  from the first  installment  payment and the second
  (2) months of interest are to be deducted from the second  installment  payment.
  The Note is secured by a first priority lien on all of the Company's  assets. As
  further  security  for the  Company's  obligations  under the Note,  the Company
  pledged  60,000,000  shares of its common stock to  Montgomery.  In the Event of
  Default under the Note,  Montgomery  shall have the right to receive the pledged
  shares at a rate equal to three  times the number of shares of the common  stock
  to be necessary to effectuate  repayment of the  principal and accrued  interest
  due and outstanding, from the pledged shares at the price per share equal to the
  closing bid price of the Company's common stock, as quoted by Bloomberg,  LP, on
  the date of issuance of the Note.
  
  
  ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
  
     (c)      Exhibits
  
     10.8     Promissory Note in the amount of $600,000 payable to
              Montgomery Equity Partners Ltd.
  
     10.9     Pledge and Escrow Agreement in favor of Montgomery Equity
              Partners Ltd.
  
     10.10    Security Agreement in favor of Montgomery Equity Partners Ltd.
  
     10.11    Standby Equity Distribution Agreement between the Company and
              Cornell Capital Partners LP
  
     10.12    Registration Rights Agreement between the Company and Cornell
              Capital Partners LP
  
     10.13    Warrant for 200,000 shares for the benefit of Cornell Capital
              Partners LP
  
     10.14    Escrow Agreement between the Company, Cornell Capital Partners
              LP and David Gonzalez, as Escrow
              Agent
  
     10.15    Placement Agent Agreement between the Company and Monitor
              Capital, Inc.
  
     10.16    Agreement with Knightsbridge Holdings, LLC and the Company
  
  
  
  
  
  <PAGE>
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                             TRUST LICENSING, INC.
                              (Registrant)
  
                             By: /s/ Jeffrey W. Sass, Chief Executive Officer
  
  
  
  
  
  
  DATED: April 18, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8april2005.txt", "secsgml_size_bytes": 8841}]
metadata_filer: {"company-data": {"conformed-name": "Trust Licensing, Inc., F/K/A New Mountaintop CORP", "cik": "0001302135", "assigned-sic": "6794", "irs-number": "061238435"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50996", "film-number": "05756223"}, "business-address": {"street1": "950 SOUTH PINE ISLAND ROAD", "street2": "SUITE A150-1094", "city": "PLANTATION", "state": "FL", "zip": "33324", "phone": "954-727-8218"}, "mail-address": {"street1": "950 SOUTH PINE ISLAND ROAD", "street2": "SUITE A150-1094", "city": "PLANTATION", "state": "FL", "zip": "33324"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM 8-K
  
                               CURRENT REPORT PURSUANT
                            TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
      Date of report (Date of earliest event reported)   April  14, 2005
                                                       -----------------------
  
                                TRUST LICENSING, INC
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
       000-18689                                       06-1238435
  (Commission File Number)                    (IRS Employer Identification No.)
  
       950 South Pine Island Road, Suite A150-1094, Plantation, Florida 33324
  ----------------------------------------------------------------------------
         (Address of Principal Executive Offices)                    (Zip Code)
  
                                    (954)727-8218
                (Registrant's Telephone Number, Including Area Code)
  
                             NEW MOUNTAINTOP CORPORATION
  ------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
   Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2 below):
  
       |X| Written communications pursuant to Rule 425 under the Securities Act
  (17 CFR 230.425)
  
        |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
  CFR 240.14a-12)
  
        |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240.14d-2(b))
  
        |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17  CFR 240.13e-4(c))
  ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
           On April 14, 2005, the Company entered into a Standby Equity
  Distribution Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant
  to the Standby Equity Distribution Agreement ("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 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 fee including 3,800,000 shares of common stock of which
  1,900,000 shares were issued on execution of the SEDA and 1,900,000 will be
  issued on the second installment (as defined below).
  
           Pursuant to the terms of a registration rights agreement, the Company
  is required to register the shares issued to Cornell as well as the shares to be
  issued pursuant to the 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 of the Company's common stock. The warrant is exercisable for a period of
  two (2) years from the date of issuance, which is April 14, 2005. The exercise
  price per share under the warrant is $0.01 per share and the shares issuable
  upon exercise of the warrant are to be included in the registration statement.
  
           In connection with the SEDA the Company entered into the Placement
  Agent Agreement with Monitor Capital, Inc. ("Monitor"). Pursuant to the
  Placement Agent Agreement, the Company paid a one-time placement agent fee of
  200,000 shares of common stock equal to approximately $10,000 based on the
  market price of the common stock at the time of issuance. Monitor shall act on
  behalf of Cornell in connection with the sale of the shares of common stock
  issued to Cornell pursuant to the SEDA and the Cornell warrant.
  
            The Company also entered into an agreement with Knightsbridge
  Holdings, LLC whereby Knightsbridge will assist the Company in a variety of
  areas including, but not limited to financial, strategic and related
  developmental growth. The agreement runs for a term of six (6) months, starting
  April 1, 2005, and will continue on a month-to-month basis subject to a right to
  cancel upon thirty (30) days written notice. The Company is obligated to pay
  Knightsbridge a monthly retainer of $2,000.00 and also 4,441,000 shares of our
  common stock, which amount represents 1.5% of the Company's issued and
  outstanding common stock on a fully diluted basis. Knightsbridge is also
  entitled to additional compensation in the future based upon any transactions
  that they bring to the Company.
  
  ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
            OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
  
  Simultaneous  with the execution of the SEDA, the Company  executed a Promissory
  Note  in  favor  of  Montgomery  Equity  Partners,  Ltd.  ("Montgomery")  in the
  principal  amount of  $600,000.  The Company  plans on using the proceeds of the
  Note as bridge  financing.  The Note proceeds will be received by the Company in
  two  installments of $300,000.  The first  installment was due upon execution of
  the Note  and was  paid and the  second  installment  is to be  received  by the
  Company two (2) days prior to the filing of the registration  statement referred
  to in Item 1.01 above.  The Note  accrues  interest  at the rate of  twenty-four
  (24%) percent per year and matures one (1) year from its issuance  date. For the
  first six (6)  months,  the  Company  shall  make  payments  of  interest  only.
  Thereafter,  the Company  shall make  payments of principal  and interest as set
  forth in the Note.  Notwithstanding the foregoing, the first two (2) payments of
  interest are to be deducted  from the first  installment  payment and the second
  (2) months of interest are to be deducted from the second  installment  payment.
  The Note is secured by a first priority lien on all of the Company's  assets. As
  further  security  for the  Company's  obligations  under the Note,  the Company
  pledged  60,000,000  shares of its common stock to  Montgomery.  In the Event of
  Default under the Note,  Montgomery  shall have the right to receive the pledged
  shares at a rate equal to three  times the number of shares of the common  stock
  to be necessary to effectuate  repayment of the  principal and accrued  interest
  due and outstanding, from the pledged shares at the price per share equal to the
  closing bid price of the Company's common stock, as quoted by Bloomberg,  LP, on
  the date of issuance of the Note.
  
  ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
  
     (c)      Exhibits
  
     10.8     Promissory Note in the amount of $600,000 payable to
              Montgomery Equity Partners Ltd.
  
     10.9     Pledge and Escrow Agreement in favor of Montgomery Equity
              Partners Ltd.
  
     10.10    Security Agreement in favor of Montgomery Equity Partners Ltd.
  
     10.11    Standby Equity Distribution Agreement between the Company and
              Cornell Capital Partners LP
  
     10.12    Registration Rights Agreement between the Company and Cornell
              Capital Partners LP
  
     10.13    Warrant for 200,000 shares for the benefit of Cornell Capital
              Partners LP
  
     10.14    Escrow Agreement between the Company, Cornell Capital Partners
              LP and David Gonzalez, as Escrow
              Agent
  
     10.15    Placement Agent Agreement between the Company and Monitor
              Capital, Inc.
  
     10.16    Agreement with Knightsbridge Holdings, LLC and the Company
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                             TRUST LICENSING, INC.
                              (Registrant)
  
                             By: /s/ Jeffrey W. Sass, Chief Executive Officer
  
  DATED: April 18, 2005