1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For  the  Fiscal  year  ended  June  30,  2002

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES

EXCHANGE  ACT  OF  1934

For  the  transition  period  from  _  ________To:________
Commission  file  number:  333-51880


                          NEW MEDIUM ENTERPRISES, INC.
                 (Name of Small Business Issuer in its Charter)

                Nevada                                         11-3502174

State  or  Other  Jurisdiction  of                        (I.R.S.  Employer
Incorporation  of  Organization)                           Identification  No.)


  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                 Ethel Schwartz
                      Chief Executive Officer and President
                                   1510 51 St.
                                Brooklyn NY 11219
                               Tel:  718-435-5291
                               Fax:  718-972-6196

                          Copies of communications to:
                            Barbara R. Mittman, Esq.
                             Grushko & Mittman, P.C.
                          551 Fifth Avenue, Suite 1601
                            New York, New York 10176
                          Telephone No.: (212) 697-9500
                          Facsimile No.: (212) 697-3575


                                        1
<PAGE>
Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                     Name  of  each  exchange
Title  of  each  class               on  which  registered
----------------------               ---------------------
Common                               OTC  Bulletin  Board

________________________________     ______________________________

          Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
        _________________________________________________________________
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes   X     No  ___.
                                            ----

State  the  aggregate market value of the voting stock held by non-affiliates of
the  registrant.  The  aggregate  market value shall be computed by reference to
the  price  at  which the stock was sold, or the average bid and asked prices of
such  stock, as of a specified date within 60 days prior to the date of filings.
(See  definition  of  affiliate  in  Rule  405).

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  is  $190,500.

NOTE:     If  a  determination as to whether a particular person or entity is an
affiliate  cannot be made without involving unreasonable effort and expense, the
aggregate  market  value  of  the  common  stock  held  by non-affiliates may be
calculated  on  the  basis  of  assumptions  reasonable under the circumstances,
provided  that  the  assumptions  are  set  forth  in  this  form.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by  check  mark  whether  the  issuer has filed all documents and
reports  required  to  be  filed  by  Sections 12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.

Yes          No

                                        2
<PAGE>

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.

Common  Stock,  $.001  par  value             16,419,444
---------------------------------     ---------------------------
     (Title  of  Class)               (Shares  outstanding  at
                                       September  30,  2002)

NEW  MEDIUM  ENTERPRISES,  INC.
                                    FORM 10-K
                        FOR THE YEAR ENDED June 30, 2002

                              INDEX                                      Page
                              -----                                      ----

PART  I

Item  1          Business                                                   4

Item  2          Properties                                                 5

Item  3          Legal  Proceedings                                         5

Item  4          Submission  of  Matters  to  a  Vote  of
                 Security  Holders                                          5
PART  II

Item  5          Market  for  the  Registrant's  Securities
                 and  Related  Stockholder  Matters                         5

Item  6          Selected  Financial  Data                                  5

Item  7          Management's  Discussion  and  Analysis                    5
                 of  Financial  Condition  and  Results
                 of  Operations

Item  8          Financial  Statements  and  Supplementary                  6
                 Data

Item  9          Disagreements  on  Accounting  and                         6
                 Financial  Disclosure
PART  III

Item  10         Directors  and  Executive  Officers                        6
                 of  the  Registrant

Item  11         Executive  Compensation                                    6

Item  12         Security  Ownership  of  Certain  Beneficial               7
                 Owners  and  Management

Item  13         Certain  Relationships  and  Related                       8
                 Transactions

Item  14         Subsequent  Events:                                        8

PART  IV

Item  15         Exhibits,  Financial  Statement,  Schedules                9
                 and  Reports  on  Form  8-K

Signatures                                                                 18


                                        3
<PAGE>

     We were incorporated in Nevada on August 2, 1999 under the name
Shopoverseas.com, Inc. On July 10, 2000, we changed our name to New Medium
Enterprises, Inc.

Our  Products  and  Services

     Since  our  inception,  we  have  allocated  our resources to the following
businesses.

1.   E-Commerce Software Platform-- CodeTrek(TM).

2.   Broadband Internet Services - Acquisition of a majority interest in Broadeo
     Wireless Communications.

3.   Investment in Intellitain Media Inc

4.   Internet Operations & Websites
     (a)  ShopUpscale.com
     (b)  AlertingShoppers.com
     (c)  FocusVenue.com
     (d)  ShopOverseas.com





                                        4
<PAGE>
Item  2:
Description  Of  Property

We  are  leasing  on  a month to month basis approximately 600 square ft. office
space  at  4706  18th  Ave.,  Brooklyn  NY  11204. (See also subsequent events).


Item  3:
Legal  Proceedings

We  are  not  currently  nor  have  ever  been a party to any legal proceedings.

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

          None

                                    PART II


Item  5.     Market  for  Registrant's  Common  Equity  and  Related Stockholder
Matters

On  April  20, 2001, the Company's registration statement was rendered effective
by  the  SEC.The Company's common stock has been listed on the NASD OTC Bulletin
Board  with  the  symbol  of  NMEN.   Shares  have been trading in the following
ranges:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING June 30, 2002

     Quarter           Low   High
---------------------  ----  ----
<S>                    <C>   <C>

First                   .10   .15
Second                  .031  .08
Third                   .05   .08
Fourth                  .05   .05
</TABLE>

The  company  has  71 shareholders.


Item  6.     Selected  Financial  Data:

The  selected  historical  financial  data presented below were derived from the
Company's financial statements, which as of and for the year ended June 30, 2002
and  June  30,  2001  were  audited  by  Nachman  Blumenfrucht.

<TABLE>
<CAPTION>
                           June 30,    June 30,
                             2002        2001
                           ---------  ----------
<S>                        <C>        <C>
Income from Operations     $     -0-  $      -0-
Total Current Assets         747,644     778,856
Other Assets                  21.045     342,327
Total Assets                 768,689   1,121,083
Total Current Liabilities     28,989       2,489
Total Stockholders Equity    739,700   1,121,083
</TABLE>

Item  7.     Management's  Discussion  and  Analysis  of  Results  of Operations

     We  are  a  development stage company founded for the purpose of developing
(i)  proprietary  e-commerce  software, (ii) to develop and operate websites for
Business  to  consumer  and  business  to business, and to develop Broadeo, as a
mechanism  for  faster wireless internet access.   The products and services are
described  in the "Business" description. We have generated no revenues to date.

     We  intend to meet our long-term liquidity needs through available cash and
cash  flow  as  well  as  through  additional financing from outside sources. We
anticipate  raising  additional  funds from the possible exercise of outstanding
warrants  or  equity  financing with private investors. To date, no negotiations
have  been  undertaken  to  obtain any funding.  The warrants are exercisable at
price  ranges  from  $.50  per  share to $1.50 per share.   The company does not
expect  that  warrants will be exercised if the prevailing price of the stock at
such  time  of  exercise  is  below  or  at  the  exercise  price.

On  May  3. 2002 the board of directors voted to extend the Series A, B, C, D, E
warrants  until July 2003.   Accordingly all of the warrants have been extended.

As  a  result  of  steadily  declining  market conditions severely impacting the
markets  for  company's  CodeTrek  proprietory  software  and  for  its  Broadeo
Wireless business,  management has decided to abandon indefinitely allocation of
the  company's  resources  to  these assets, and further to write off all of the
assets  on  its books pertaining to the above businesses so that the company can
preserve  its  resources  for an acquisition of a business.    For the past year
the  company  has  been  in  negotiations with several acquisition targets in an
attempt  to  find  a  suitable acquisition for our Company.  While Management is
optimistic  that  a suitable target will emerge, there is no assurance that such
acquisition  will  be  consummated,  and further in the event of an acquisition,
that  the  company  will be successful.  To date no agreements have been entered
into.

From  the  company's  inception, Ethel Schwartz, the company's president and CEO
has  not  drawn  any  cash  salary.  As  of March 1st, 2001, to further minimize
administrative  expenses,  Eva Beilus and Sam Beilus have agreed to accrue their
salaries  for  at  least  six  months  in  the  amounts  of $26,000 and $14,000,
respectively.  To  date, no additional salaries have been paid to Eva Beilus and
Sam  Beilus.    The  company  has  no  plans  to  pay  salaries  to  either.
Furthermore, to preserve the company's capital, on  April 18, 2001 we terminated
the consulting agreement with Stratagram which required the payment of $2,000 in
weekly  fees.  Prior to April 18, On December 31, 2000, we terminated the weekly
issuance  of  2,000  shares  to  Stratagram.


                                        5
<PAGE>
On  October 3, 2001, Ethel Schwartz was compensated with 4,444,444 shares of the
company-restricted  stock  in  lieu of cash salaries.   The fair market value at
the  time  of  the issuance was $150,000.  The issuance of these shares, and the
stock  options  described  below,  constitutes  the  only compensation Ethel has
received  from  the  company.

Item  8.     Financial  Statements

          Attached


Item  9.     Disagreements  on  Accounting  and  Financial  Disclosures

          None


                                    PART III

Item  10.     Directors  and  Executive  Officers

       The Company has  Directors and Officers as follows:

Directors and Executive Officers


<TABLE>
<CAPTION>
     Name            Age           Position
-------------------  ---  --------------------------
<S>                  <C>  <C>

     Ethel Schwartz   52  President, Chief Executive
                          Officer, Treasurer and
                          Director

     Eva Beilus       54  Vice-President of
                          Merchandising, Secretary
                          And Director

     Hyman Schwartz   51  Director
</TABLE>


     Ethel  Schwartz  (age  52)  has been President, Chief Executive Officer and
Treasurer  since  its  inception.  Since  March  1996, Ethel has been an officer
anddirector  of  Hyett  Capital  Ltd.  Hyett  Capital Ltd. acts as a finder to a
select  group  of  foreign  investors seeking to invest in private placements of
publicly traded companies. She is currently employed with Grand Capital Corp. on
a  part-time  basis as a registered representative which is a stockbroker. Ethel
devotes  less  than  5  hours  per  month  in her employment with Grand Capital.

     Eva  Beilus  (age  54)  has  been  Vice-President  and  Secretary since the
Company's  inception.  Eva  has  been  involved in fashion merchandising for our
Company. From May, 1996 through December, 1998, Eva was employed as a production
manager  at  Ultra  Knit,  Inc.,  Brooklyn,  New  York,  a  fashion  knitwear
manufacturing  plant.  Eva  Beilus  is  a  sister  to  Ethel  Schwartz.

     Hyman  Schwartz  (age  51)  has  been  Director  since its inception. Hyman
Schwartz  had  been  a  stock broker at Josephthal Lyon & Ross from 1988 through
1997.  Since  1996,  Hyman has been employed by Hyett Capital Ltd. as CEO. Hyett
Capital  acts  as  a  finder  to  a select group of foreign investors seeking to
invest in private placements of publicly traded companies. Hyman Schwartz is the
husband  of  Ethel  Schwartz.

Item  11.     Executive  compensation

      New Medium Enterprises, Inc. has entered into an employment agreement with
Eva Beilus in 1999 for an annual salary of $52,000. Effective in March 2001, Eva
Beilus  and  Sam Beilus have agreed to accrue their salaries for a period of six
months  in  the  amounts of $26,000 and $14,000, respectively.  No cash salaries
have  been  paid since No does the compay have any plans to make such payment in
the  future.

     From  the  inception  of  our Company, Ethel Schwartz has not been paid any
cash  salary.  On October 3, 2001, Ethel Schwartz was compensated with 4,444,444
shares  of  the  company-restricted  stock  in lieu of cash salaries.   The fair
market  value  at  the time of the issuance was $150,000.  The issuance of these
shares, and the stock options described below, constitutes the only compensation
Ethel  has  received  from  the  company  since  its  inception.

Stock  Options

We  did  not  grant  stock  options in 1999.  Likewise we have not granted stock
options  in  2000.

Pursuant  to  the  Company's 2001 stock option plan, we granted stock options to
various  officers  and  directors  as  follows:

5,000,000 stock options granted to Ethel Schwartz, CEO.  Options are exercisable
at  .045.  which  is  the fair market price on the day the options were granted.
Options  are  valid  until  2006.

2,000,000  stock  options  granted  to Eva Beilus, Secretary & V.P.  Options are
exercisable at .045.  which is the fair market price on the day the options were
granted.    Options  are  valid  until  2006.

1,000,000  stock  options  granted  to  Hyman  Schwartz,  Director.  Options are
exercisable at .045.  which is the fair market price on the day the options were
granted.    Options  are  valid  until  2006.


                                        6
<PAGE>
Item  12.     Security  Ownership  of  Certain  Beneficial  Owners & Management.


                             PRINCIPAL  STOCKHOLDERS

     The  following  table  describes,  as  of  the date of this prospectus, the
beneficial ownership of our Common Stock by persons known to us to own more than
5%  of such stock and the ownership of Common Stock by our directors, and by all
officers  and  directors  as  a  group.

<TABLE>
<CAPTION>


                                     Shares
Identity of Stockholder or Group    Owned (1)      Percentage
                                                -of Shares Owned
<S>                                <C>          <C>
Ethel Schwartz                      10,704,444                50%
Hyman Schwartz                       2,360,000                15%
Eva Beilus                           3,660,000                20%
Windermere Fund                      1,000,000               5.9%
 Atlantic Bond Fund                  1,000,000               5.9%
Sequoia Growth Fund                  1,000,000               5.9%
The Executive Fund                   1,000,000               5.9%
Passy Holding (2)                    2,330,000                12%
Jacob N. Werczberger                   980,000               5.7%
Helen Shimon                         1,080,000                 6%
International Global
Communications                       1,050,000                 6%
Darrell Lerner                       1.050,000                 6%
Stratagram Technology Group,         1,100,000                 6%
Samuel Friedman                      1,050,000                 6%

All Officer and Directors as a
Group (3 persons)                   16,714,444                71%
<FN>


(1)  Pursuant  to  the  rules  and  regulations  of  the Securities and Exchange
Commission,  shares of Common Stock that an individual or entity has a right  to
acquire  within  60  days  pursuant  to  the exercise of options or warrants are
deemed  to be outstanding for the purposes of computing the percentage ownership
of  such  individual  or  entity,  but  are not deemed to be outstanding for the
purposes  of  computing  the percentage ownership of any  other person or entity
shown  in  the  table.

(2)  Passy  Holding holds warrants to purchase 2,330,000 common stock and prices
from  $.50 to $1.50. Under an agreement with the company, Passy is not permitted
to  exercise  warrants at any time which would exceed ownership by Passy Holding
of  9.99%  of  the  outstanding  common  stock  of  New Medium Enterprises, Inc.
</TABLE>

                                        7
<PAGE>
Item  13.  Certain  Relationships  and  Related  Transactions

Effective with this 10k filing, filed on September 18, 2002, the company's edgar
filings  will  be  processed  by  Tribeka  Tek,  Inc.,  a company in which Ethel
Schwartz,  our  president is the principal stockholder.   Tribeka Tek has agreed
to process the Edgar filings for the Company at a 10% discount to the prevailing
price  charged  by  its  previous  vendor.

Item  14:  Subsequent  Events:

As  of  July  31, 2002, the Company terminated the leasing of the office at 4706
18th  Ave.  Brooklyn,  in  order  to preserve capital.  Our company's president,
Ethel  Schwartz,  has  agreed to provide office space to our Company at her home
office, until an acquisition is consummated.  Ethel Schwartz does not charge the
company  for  rent  and  has  no  plans  to  do  so  in  the  future.


PART  IV


Item  15     Exhibits,  Financial  Statements,  Schedules  and  Reports
          on  Form  8-K

          None

                             N. Blumenfrucht CPA PC

                              1040 East 22nd Street
                             Brooklyn New York 11210
                               Tel.- 718-692-2743

The  Board  of  Directors  and  Stockholders
New  Medium  Enterprises,  Inc.


We  have audited the accompanying balance sheets of New Medium Enterprises, Inc.
(A  development  stage  company)  as  of  June 30, 2002 and 2001 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
August  2, 1999 (inception) through June 30, 2002 These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

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

     In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of New Medium Enterprises, Inc
as  of the June 30, 2002 and 2001 and the results of its operations and its cash
flows  for  the  period  August 2, 1999 through June 30, 2002 in conformity with
accounting  principles  generally  accepted  in  the  United  States.


Brooklyn  New  York
August  22,  2002

                                        8
<PAGE>
<TABLE>
<CAPTION>
                                          NEW MEDIUM ENTERPRISES, INC.
                                          (A development Stage Company)
                                                  Balance Sheet
                                                      As At


ASSETS                                                           JUNE 30, 2002              JUNE 30, 2001
<S>                                                             <C>              <C>       <C>              <C>

CURRENT ASSETS
Cash and cash equivalents (note 2 )                             $      734,984             $      695,242
Investment (note 6)                                                     10,920                     81,900
Prepaid expenses and taxes                                               1,740                      1,614
                                                                ---------------            ---------------
Total Current Assets                                                             $747,644                   $  778,756

Property and equipment ( note 2)                                        34,895                     34,895
less: Accumulated depreciation                                         (17,450)    17,445         (10,470)      24,425
                                                                ---------------            ---------------
Deferred tax asset (note 4)                                                             0                            0
Web site development costs/ Software Asset (note 5)                                     0                      314,302
Other assets- security deposits (note 8)                                            3,600                        3,600
                                                                                 --------                   ----------

Total Assets                                                                     $768,689                   $1,121,083



LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
Accrued expenses (note 7)                                       $       28,000             $        1,500
Due to shareholders                                                        989                        989
                                                                ---------------            ---------------
Total Current Liabilities                                                        $ 28,989                   $    2,489

COMMITMENTS AND CONTINGENCIES (note 8)

STOCKHOLDERS' EQUITY (note 9)
Preferred stock, $.001 par value,
 Authorized 10,000,000 shares ; none issued                              -----                      -----
Common stock, $.001 par value, Authorized 100,000,000 shares;
Issued and outstanding 16,419,444 and 11,965,000                        16,419                     11,965
Additional paid in capital                                           1,802,526                  1,656,480
Accumulated other comprehensive loss                                    (7,243)                   (13,911)
Deficit accumulated during the development stage                    (1,072,002)                  (535,940)
                                                                ---------------            ---------------

Total Stockholders' Equity                                                        739,700                    1,118,594
                                                                                 --------                   ----------

Total Liabilities and Stockholders' Equity                                       $768,689                   $1,121,083


                                      See accompanying notes to financial statements
</TABLE>


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                          NEW MEDIUM ENTERPRISES, INC.
                                          (A development Stage Company)
                                             STATEMENT OF OPERATION
                                               FOR THE PERIODS

                                                                                       ACCUMULATED
                                                 FOR THE YEAR     FOR THE YEAR       FROM INCEPTION
                                                     ENDED            ENDED        (AUG. 2, 1999) THRU
                                                 JUNE 30, 2002    JUNE 30, 2001       JUNE 30, 2002
                                                ---------------  ---------------  ---------------------
<S>                                             <C>              <C>              <C>

REVENUES                                        $        1,291   $            0   $              1,291


OPERATING EXPENSES
General and administrative                              78,451          235,297                455,961
Research and Web Site development costs                314,302                0                559,302
Officers compensation                                  150,000                0                150,000
Depreciation                                             6,980            6,980                 17,450
                                                ---------------  ---------------  ---------------------

Total operating expenses                               549,733          242,277              1,182,713
                                                ---------------  ---------------  ---------------------

Income (loss) from operations                         (548,442)        (242,277)            (1,181,422)

OTHER INCOME
Investment income                                       12,380           55,309                109,420
                                                ---------------  ---------------  ---------------------

Loss before income taxes                              (536,062)        (186,968)            (1,072,002)

Income tax benefit (note 5)                                  0                0                      0
                                                ---------------  ---------------  ---------------------

NET LOSS                                             ($536,062)       ($186,968)           ($1,072,002)
                                                ===============  ===============  =====================

LOSS PER COMMON SHARE- Basic and Diluted                ($0.04)          ($0.01)
                                                ===============  ===============




WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       15,300,500       13,807,000
                                                ===============  ===============

                                      See accompanying notes to financial statements
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                          NEW MEDIUM ENTERPRISES, INC.
                                          (A development Stage Company)
                                            STATEMENT OF CASH FLOWS
                                               FOR THE PERIODS

                                                                                          ACCUMULATED
                                                       FOR THE YEAR     FOR THE YEAR     FROM INCEPTION
                                                           ENDED            ENDED        AUG. 2, 1999-
                                                       JUNE 30, 2002    JUNE 30, 2001    JUNE 30, 2002
                                                      ---------------  ---------------  ----------------
<S>                                                   <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   ($536,062)       ($186,968)      ($1,072,002)
Adjustments to reconcile net loss to net
cash provided by operating activities:

Depreciation                                                   6,980            6,980            17,450
Write off of Web site development costs                      314,302                0           314,302
Stock issued for services rendered                           150,500                0           150,500

Changes in assets and liabilities:
prepaid expenses                                                (126)          (1,614)              760
current liabilities                                           26,500              (11)           26,489
security deposit                                                   0                0            (3,600)
                                                      ---------------  ---------------  ----------------

Net cash provided ( used) in operating activities            (37,906)        (181,613)         (566,101)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets                                           0                0           (34,895)
Web site development costs/ Software asset                         0          (90,300)         (261,402)
Investment purchased                                          77,648          (95,811)          (18,163)
                                                      ---------------  ---------------  ----------------
Net cash provided (used) in financing activities              77,648         (186,111)         (314,460)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of A,B and C units                              0                0         1,716,250
Offering costs-private placements                                  0                0           (69,625)
Deferred offering costs-registration statement                     0                0           (40,000)

Purchase of treasury stock                                         0           (3,750)           (3,750)
Proceeds from sale of shares and warrants to various
officers, founders and investors                                   0                0            12,670
                                                      ---------------  ---------------  ----------------

Net cash provided (used) by financing activities                   0           (3,750)        1,615,545
                                                                   -                -                 -
NET INCREASE (DECREASE ) IN CASH                              39,742         (371,474)          734,984

Cash and cash equivalents, beginning of period               695,242        1,066,716                 0
                                                      ---------------  ---------------  ----------------

Cash and cash equivalents, end of period              $      734,984   $      695,242   $       734,984
                                                      ===============  ===============  ================


SUPPLEMENTAL DISCLOSURES

Noncash investing and financing activities:
Issuance of common stock in exchange for services     $      150,500   $       27,900   $       203,400
                                                      ===============  ===============  ================

                                      See accompanying notes to financial statements
</TABLE>

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                NEW MEDIUM ENTERPRISES, INC.
                                                 (A development Stage Company)
                                              STATEMENT OF STOCKHOLDERS EQUITY)
                                       FOR THE PERIODS FROM JULY 1,2000 TO JUNE 30, 2002


                                                                                 RETAINED     ACCUMULATED
                                              COMMON STOCK        ADDITIONAL     EARNINGS        OTHER
                                PER SHARE ----------------------   PAID-IN     (ACCUMULATED   COMPREHENSIVE
                                 AMOUNT    SHARES       AMOUNT     CAPITAL        DEFICIT)        LOSS           TOTALS
-------------------------------  -------  -----------  ---------  -----------  -------------  --------------  -----------
<S>                              <C>      <C>          <C>        <C>          <C>            <C>             <C>


Balances, July 1, 2000                    15,653,000   $ 15,653   $1,668,642      ($348,972)                  $1,335,323
correction of shares issued-
August 1999                      $  0.00       2,000          2           (2)                                          0

Issuance of shares for services
 rendered, Sept. 2000            $  0.50      54,000         54       26,946                                      27,000

Repurchase of common shares      $  0.00  (3,750,000)    (3,750)           0                                      (3,750)

Offering costs-public offering                                       (40,000)                                    (40,000)

Issuance of shares for services
 rendered, May 2001              $  0.15       6,000          6          894                                         900

Comprehensive loss                                                                                  (13,911)     (13,911)

Net loss for period ended
June 30, 2001                                                                      (186,968)                    (186,968)
                                                                               -------------



Balances, June 30, 2001                   11,965,000     11,965    1,656,480       (535,940)        (13,911)   1,118,594



Issuance of shares to officers,
 Oct. 2001                       $  0.03   4,444,444      4,444      145,556                                     150,000


Issuance of shares for services
 rendered, April 2002            $  0.05      10,000         10          490                                         500

Comprehensive gain                                                                                    6,668        6,668

Net loss for period ended
June 30, 2002                                                                      (536,062)                    (536,062)


BALANCES, JUNE 30, 2002                   16,419,444   $ 16,419   $1,802,526    ($1,072,002)        ($7,243)  $  739,700
                                          ===========  =========  ===========  =============  ==============  ===========

                                      See accompanying notes to financial statements
</TABLE>


                                       12
<PAGE>
NOTE  1  -  FORMATION  AND  BUSINESS  OF  THE  COMPANY.
------------------------------------------------------

New  Medium  Enterprises  Inc. (the "Company) was organized on August 2, 1999 in
the  State  of Nevada under the name Shopoverseas.com, Inc. On July 10, 2000 the
name  was  changed  to  New  Medium  Enterprises,  Inc. The financial statements
reflect  the name New Medium Enterprises throughout. The Company's intention was
to  operate  as  an  Internet  based  E-commerce  Company. Several websites were
formulated  whose  purpose  was  the  sale of various goods and services to both
consumers  and  businesses.  During  the  current  fiscal  period management has
decided  to  cease  any  further  expenditures in regard to the web site and has
written  off  the  total  cost  in  the current period. The Company is currently
negotiating with several companies as possible merger candidates. As of the June
30,  2002  the  Company  had  generated  minimal  revenues  and  is considered a
development  stage  company.


NOTE  2  -SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------

Fiscal  year

The  Company  has  chosen  June  30,  as  its  fiscal  year  end.

Use  of  estimates

The  preparation  of  financial  statements  in conformity with general accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amount of assets and liabilities, revenue and expenses as
well  as  the  disclosure  of contingent assets and liabilities in the financial
statements.  Actual  results  could  differ  from  those  estimates.

Cash  and  cash  equivalents

Cash  and cash equivalents consists of cash, money market funds and other highly
liquid  investments  with  a  maturity  of three months or less from the date of
purchase.  The  Company  has  not  experienced  any  losses  on its cash or cash
equivalents.

Investments

Investments  include  marketable  common  stock  securities  traded on the stock
exchange.  The  marketable  securities are classified as available for sale, and
are  measured at fair value in the balance sheet. Unrealized gains and losses on
investments  are  recorded  net  of tax as a separate component of stockholders'
equity. Gains and losses on securities sold are determined based on the specific
identification  method.

Property  and  equipment

Property  and  equipment  (primarily computer hardware) are recorded at cost and
depreciated or amortized over the estimated useful lives of the assets (three to
five  years)  using  the accelerated depreciation method allowed by the Internal
Revenue  Code.


                                       13
<PAGE>
NOTE  2  -SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Revenue  recognition

The  Company recognizes revenue on the accrual basis as the related services are
provided  to  customers  and  when  the  customer  is  obligated to pay for such
services.  Revenue  from  product  sales  is  recognized when title transfers to
customers,  primarily  on  shipment.  For the years ended June 30, 2002 and 2001
there  were  no  significant  revenues.

Loss  per  share

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  128,
"Earnings  Per  Share",  the computation of net loss per share is based upon the
weighted  average  number  of  common  shares  issued  and  outstanding  for the
reporting  period.  Common  stock  equivalents  related to options, warrants and
convertible  securities  are excluded from the computation when the effect would
be  antidiliutive

Recent  accounting  pronouncements

The Financial Accounting Standards Board (FASB) issued FASB 133, "Accounting for
Derivative  Instruments  and Hedging Activities", The Company does not engage in
derivative  or  hedging  activities and does not expect the adoption of this new
pronouncement  to  have a material effect, if any, on its financial condition or
results  of  operations.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB)  No.  101 "Revenue Recognition in Financial Statements." SAB No.
101  summarizes  certain  staff  views in applying generally accepted accounting
principles  to  revenue  recognition  in  the  financial  statements.  The
implementation  of  SAB  101 is not expected to have a significant impact on the
Company's  future  results  of  operations.

In  June  2001,  The  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations",  effective  for  financial  statements  issued  for  fiscal  years
beginning  after  June 15, 2002. SFAS No. 143 addresses financial accounting and
reporting  for  obligations  associated with the retirement of long-lived assets
and  associated  retirement  costs.  The  Company  has  evaluated  the effect of
adopting this statement and believes the effect of adoption would have no impact
to  its  financial  position  or  results  of  operations.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets",  effective  for  fiscal years beginning after
December 15, 2001. SFAS No. 144 addresses financial accounting and reporting for
the  impairment or disposal of long-lived assets. The Company's adoption of this
statement  is  expected  to  have  little  or no effect on the Company's overall
financial  statements.

NOTE  3-  LIQUIDITY  &  PROFITABILITY

As  reflected  in  the accompanying financial statements, the Company incurred a
loss  for  the current  and prior period and expects to incur a loss in the next
fiscal  period.  Based  upon  the  cash utilization rate and the plans for joint
ventures  and  acquisitions, it is management's opinion that the current capital
base  is  sufficient  to  maintain  the Company for at least the following year.

NOTE  4  -INCOME  TAXES

The  Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 , (SFAS  109) " Accounting for Income Taxes." Under
the asset and liability method, deferred income taxes are recognized for the tax
consequences  of "temporary differences" by applying enacted statutory tax rates
applicable  to  future  years  to  differences  between the financial statements
carrying  amounts  and  the  tax bases of existing assets and liabilities. Under
SFAS  109,  deferred tax assets may be recognized for temporary differences that
will  result  in  deductible amounts in future periods. A valuation allowance is
recognized, if on the weight available evidence, it is more likely than not that
some  portion  or all of the deferred tax asset will not be realized. As of June
30,  2002  the  Company  had  a  Federal  and  State  tax  net operating loss of
approximately   $  920,000.  The  Company established a 100% valuation allowance
equal  to the net deferred tax assets, as the Company could not conclude that it
was  more  likely  than  not  that  the  deferred  tax  asset  would be realized


NOTE  5-  WEB  SITE  DEVELOPMENT  COSTS/  SOFTWARE  ASSET

The  Company  had incurred significant costs in the development of its web sites
and  e-commerce  capabilities.  Management  had  elected  to  treat all Web Site
Development  Costs under the guidance of the Emerging Issues Task Force  (EITF).
The  EITF  recommends  following  the  guidelines of Statement of Position 98-1.
Under  SOP  98-1,  software developed for internal use is capitalized during the
development  stage  and  amortized  over  its useful life. The costs, which were
incurred  by  the  Company,  are considered application development stage costs,
which  are  capitalized  and  amortized. Certain costs in the amount of $245,000
were  charged to research and development expense on the statement of operations
in  a  prior  period


                                       14
<PAGE>
During  the  period  ended June 30, 2001 60,000 shares of common stock valued at
$28,000  were issued for services rendered in relation to the development of the
web  site.

 During  the  period ended June 30, 2002, management has determined that the Web
Site  is  no  longer  feasible  and  has  written  off the remaining balance and
expensed  it  on  the  current  statements  of  operations.


NOTE  6-INVESTMENTS

The  Company  has  purchased  shares  of  publicly  traded companies on the open
market.  These  investments  are  shown  at market value as of the balance sheet
date.  Unrealized gains and losses on investments are shown a separate component
of  stockholders  equity.

On  July  15,  2000 the Company formed Intellitian Media Inc., a subsidiary that
was  organized to market education and entertainment productions. In August 2000
the Company acquired a majority stake in Broadeo Wireless Communications Inc., a
startup company that was involved in wireless communications. The Company issued
500,000  B  warrants  exercisable  at  $1.00  per  share  and 500,000 A warrants
exercisable  at  $1.50  per  share.
No  value  has  been  assigned  to  these  investments


NOTE  7-ACCRUED  EXPENSES

Accrued  expenses  include  state  & local corporate taxes and professional fees


NOTE  8-COMMITMENTS  AND  CONTINGENCIES
---------------------------------------

The  Company  leased  its current location at a monthly rent of $ 855. The lease
expired  September  30,  2000; The Company continued to occupy the location on a
month-to-month  basis  till  July  2002  when  it  moved  to  the  office of its
president.  The  Company  is  occupying  the  premises  rent-free.

Rent  expense  for  the  periods  ended  June 30, 2002 and 2001 were $ 9,737 and
$12,843  respectively.  The Company maintains a $3,600 security deposit with its
landlord.

Legal  Proceedings

There  are  no  material legal proceedings to which the Company is a party to or
which  any  of  their  property  is  subject.

NOTE  9-  STOCKHOLDERS'  EQUITY


The  Company's authorized capital stock consists of 100,000,000 shares of common
stock  (par  value of $.001) and 10,000,000 shares of non-voting preferred stock
(par  value  $.001).

The  Company  offered for sale 480 "A" units, 160 "B" units and 100 "C" units of
its  securities.


                                       15
<PAGE>
A  "A" unit consisted of 10,000 shares of the Company's common stock, and 10,000
Class  A  warrants. Each Class A warrant entitled the warrant holder to purchase
one  share  of  the  Company's  common  stock at  $1.50.   The warrants  were to
expire  July  31, 2002. Each unit sold for $ 5,000.During the current period the
expiration  date  was  extended  to  July  31,  2003.

A  "B"  unit  consisted of 5,000 shares of the Company's common stock, and 7,500
Class  B  warrants. Each Class B warrant entitled the warrant holder to purchase
one share of the Company's common stock at  $1.00.  The warrants  were to expire
July  31,  2002.  Each  unit  sold  for  $  3,750.During  the current period the
expiration  date  was  extended  to  July  31,  2003.

A  "C" unit consisted of 10,000 shares of the Company's common stock, and 10,000
Class  D  warrants.  Each  D warrant entitled the warrant holder to purchase one
share  of the Company's common stock at  $1.25.The warrants  were to expire July
31,  2002. Each unit sold for $ 12,500. During the current period the expiration
date  was  extended  to  July  31,  2003.

On August 20, 1999 the Company sold to various investors and officers 12,620,000
shares  of  common  stock,  3,080,000 Class A warrants (exercisable at $1.50 per
share),  330,000  class B warrants (exercisable at $1.00 per share), 2,580,000 C
warrants  exercisable  at  ($.50  per  share).  Total consideration received was
$12,670.

On  September  2,  1999 the Company sold through a private placement 251 Class A
units  for  a total gross consideration of $1,255,000 and 52 B units for a total
gross  consideration  of  $195,000.

In  January 2000 the Company sold through a private placement 21.3 C units for a
total  gross  consideration  of  $266,250.

The  Company  incurred  costs in regard to the SB registration totaling $40,000.
These  have  been  charged against additional paid in capital. Additionally, the
Company  incurred  costs  in  regard to the private placements totaling $69,625.
These  have  also  been  charged  against  additional  paid  in  capital.


                                       16
<PAGE>
NOTE  9-  STOCKHOLDERS'  EQUITY-  (continued)

The  Company  issued common stock to various individuals and companies in return
for  services  rendered.  During  the  period  ended June 30, 2000 50,000 common
shares were issued to various suppliers of services. These shares were valued at
$25,000,  which  approximates  the  value of the services rendered. In September
2000  and May 2001 the Company issued 60,000 common shares for services rendered
to  Stratagram.

In  October  2000 the Company purchased 3,750,000 common shares from some of its
original investors for $3,750. The Company issued to these shareholders: 200,000
warrants exercisable at $.75 per share and 300,000 warrants exercisable at $1.00
per  share. The 3,750,000 common shares were returned to the Company's treasury.

On  October  3, 2001 the Company issued 4,444,444 common shares to its president
for  services  rendered. These shares were valued at  $150,000, which represents
the  fair  market  value of the shares at the date of issuance. The statement of
operations  was  charged  in  the  current  period  for  this  amount.

During  April  2002  the  Company  issued  issued shares to a concern, which had
rendered  services  on  behalf  of  the Company. The shares were valued at $500,
which represents the fair value at the date of issuance and have been charged to
the  statement  of  operations.

During  October  2001  the Company issued 8,000,000 non-qualified stock options.

No  preferred  shares have been issued. It is within the discretion of the Board
of  Directors  to determine the preferences of the preferred stock.  The Company
has  not  yet  determined  the  preferences  of  the  preferred  stock.


NOTE  12-SUBSEQUENT  EVENTS

The  Company  is currently negotiating with several companies as possible merger
candidates.


                                       17
<PAGE>
SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                              New  Medium  Enterprises,  Inc.
                              -------------------------------
                              (Registrant)


                              By:  Ethel  Schwartz
                              CEO,  President,  Treasurer
                              and  Director

                              Date:   September  18,  2002

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicates.



                              By  Ethel  Schwartz
                              CEO,  President,  Treasurer
                              and  Director

                              Date:  September  18,  2002


                                       18
<PAGE>