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,  2003

[_]  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


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

_
<PAGE>
                                Page 1
_______________________________     ______________________________

          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  $156,500.

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





                      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             18,429,444
---------------------------------     ---------------------------
     (Title  of  Class)               (Shares  outstanding  at
                                       August ,  2003)



<PAGE>

...............................Page 2

                       NEW  MEDIUM  ENTERPRISES,  INC.
                                    FORM 10-K
                        FOR THE YEAR ENDED June 30, 2003

                              INDEX                                      Page
                              -----                                      ----

PART  I

Item  1          Business                                                   4

Item  2          Properties                                                 4

Item  3          Legal  Proceedings                                         4

Item  4          Submission  of  Matters  to  a  Vote  of
                 Security  Holders                                          4
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               8
                 Owners  and  Management

Item  13         Certain  Relationships  and  Related                       8
                 Transactions

Item  14         Subsequent  Events:                                       18

PART  IV

Item  15         Exhibits,  Financial  Statement,  Schedules             9-18
                 and  Reports  on  Form  8-K

Signatures                                                                 18




                                 Page 3
<PAGE>

Item: 1

Business:


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

Item  2:
Description  Of  Property
We  were  leasing  on a month to month basis approximately 600 square ft. office
space  at  4706 18th Ave., Brooklyn NY 11204. As of July 31, 2002, we 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.


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

<PAGE>
................................Page  4

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, 2003

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

First                   .04   .06
Second                  .02   .05
Third                   .02   .02
Fourth                  .02   .02
</TABLE>

The  company  has  79 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, 2003
and  June  30,  2002  were  audited  by  Nachman  Blumenfrucht.

<TABLE>
<CAPTION>
                           June 30,    June 30,
                             2003        2002
                           ---------  ----------
<S>                        <C>        <C>
Income from Operations     $     -0-  $      -0-
Total Current Assets         696,794     747,644
Other Assets                       0      21,045
Total Assets                 696,794     768,689
Total Current Liabilities      6,525      28,980
Total Stockholders Equity    690,269     739,700
</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  July 18,  2003 the board of directors voted to extend the Series A, B, C, D,
E warrants  until July 2005. Accordingly all of the warrants have been extended.


<PAGE>

................................Page 5

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 two years the
company has been in negotiations with numerous acquisition targets in an attempt
to find a suitable acquisition for our Company. While Manage- ment 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,
although  discussions  are  proceeding  with  a  specific  target

company with whom we are currently in negotiations.

From  the  company's  inception,  in  August 1999, Ethel Schwartz, the company's
president  and  CEO has not drawn any cash salary. On March 31, 2003 the Company
issued  2,000,000  common  shares  to  its  President, Ethel Schwartz in lieu of
compensation.  The shares were valued at $50,000. Prior to this date, 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.

tem  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>
<BTB>Name            Age           Position
-------------------  ---  --------------------------
<S>                  <C>  <C>

     Ethel Schwartz   53  President, Chief Executive
                          Officer, Treasurer and
                          Director

     Eva Beilus       55  Vice-President,  Secretary
                          And Director

     Hyman Schwartz   52  Director

</TABLE>

Ethel  Schwartz  (age  53)  has  been  President,  Chief  Executive  Officer and

<PAGE>

.....................................Page 6

Treasurer  since  its inception. Since March 1996, Ethel has been an officer And
director  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  55)  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 52) 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 The compay has no plans or obligations 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. On March 31, 2003 the Company
issued  2,000,000  common  shares  to its President in lieu of compensation. The
shares  were  valued  at  $50,000.  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.

We did not grant any stock options for 2002, and 2003.

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

.....................................Page 7

                             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                      12,704,444              68.9%
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>
</TABLE>



 (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.

Item  13.  Certain  Relationships  and  Related  Transactions

Effective  with  on  September  18,  2002, the company's edgar filings are being
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
..

<PAGE>
...............................Page 8

Item  14:  Subsequent  Events:

On  July  18,  2003 the board Of Directors extended all warrants A,B,C,D.E until
July  30,2005. The Company is currently negotiating with a company as a possible
merger  candidate.
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, 2003 and 2002 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
August  2, 1999 (inception) through June 30, 2003 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, 2003 and 2002 and the results of its operations and its cash
flows  for  the  period  August 2, 1999 through June 30, 2003 in conformity with
accounting  principles  generally  accepted  in  the  United  States.


Brooklyn  New  York
August  27,  2003

New Medium Enterprises, Inc.
<PAGE>
                           Page 9


                          New Medium Enterprises, Inc.
                          A Development Stage Company
                                  Balance Sheet
                                      As At
<TABLE>
<CAPTION>
                                                         ASSETS               JUNE 30, 2003    JUNE 30, 2002


<S>                                                                            <C>           <C>           <C>       <C>
CURRENT ASSETS
Cash and cash equivalents (note 2 ) . . . . . . . . . . . . . . . . . . . . .  $   557,894   $   734,984
Investment (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      138,900        10,920
Prepaid expenses and taxes. . . . . . . . . . . . . . . . . . . . . . . . . .            0         1,740
                                                                               ------------  ------------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . ............  $ 696,794.              $747,644

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

Total Assets. . . . . . . . . . . . . . . . . . .. . . . . .                              $ 696,794               $768,689



LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
Accrued expenses (note 7) . . . . . . . . . . . . . . . . . . . . . . .         . . .  $     6,525   $28,000
Due to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            0               989
                                                                               ------------  ------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .                  6,525   $              28,989

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 18,429,444 and 16,419,444. . . . . . . . . . . . . . .       18,429             16,419
Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .    1,850,816          1,802,526
Accumulated other comprehensive gain (loss) . . . . . . . . . . . . . . . . .       11,519             (7,243)
Deficit accumulated during the development stage. . . . . . . . . . . . . . .   (1,190,495)        (1,072,002)
                                                                               ------------  ------------

Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . .                   . . . .      690,269       739,700
                                                                               ------------  ------------

Total Liabilities and Stockholders' Equity. . . . . . . . . . . . . . . . . .                    $   696,794   $   768,689

</TABLE>
<PAGE>
                             Page 10


                          New Medium Enterprises, Inc.
                          A Development Stage Company
                             Statement of Cash Flow
                                For the periods


<TABLE>
<CAPTION>

                                                                                          ACCUMULATED

YEAR                                                   FOR THE YEAR     FOR THE YEAR      FROM INCEPTION
                                                           ENDED            ENDED         AUG. 2, 1999-
<S>                                                   <C>              <C>               <C>
                                                      JUNE 30, 2003    JUNE 30, 2002     JUNE 30, 2002

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . .       ($118,493)        ($536,062)     ($1,190,495)
Adjustments to reconcile net loss to net
cash provided by operating activities:

Depreciation . . . . . . . . . . . . . . . . . . . .               0             6,980           17,450
Write off of Web site development costs. . . . . . .               0           314,302          314,302
Stock issued for services rendered . . . . . . . . .          50,300           150,500          200,800

Changes in assets and liabilities:
prepaid expenses . . . . . . . . . . . . . . . . . .           1,740              (126)           2,500
current liabilities. . . . . . . . . . . . . . . . .         (22,464)           26,500            4,025
security deposit . . . . . . . . . . . . . . . . . .           3,600                 0                0
                                                      ---------------  ----------------  ---------------

Net cash provided ( used) in operating activities. .         (85,317)          (37,906)        (651,418)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase 9 writeoff) of fixed assets . . . . . . . .          17,445                 0          (17,450)
Web site development costs/ Software asset . . . . .               0                 0         (261,402)
Investment purchased-net . . . . . . . . . . . . . .        (109,218)           77,648         (127,381)
                                                      ---------------  ----------------  ---------------
Net cash provided (used) in financing activities . .         (91,773)           77,648         (406,233)


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                 0           (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                 0        1,615,545
                                                                   -                 -                -
NET INCREASE (DECREASE ) IN CASH . . . . . . . . . .        (177,090)           39,742          557,894

Cash and cash equivalents, beginning of period . . .         734,984           695,242                0
                                                      ---------------  ----------------  ---------------

Cash and cash equivalents, end of period . . . . . .  $      557,894   $       734,984   $      557,894

</TABLE>

<TABLE>
<CAPTION>

SUPPLEMENTAL  DISCLOSURES
<>
<S>                                                                              <C>      <C>       <C>
Noncash investing and financing activities:
Issuance of common stock in exchange for services                           $50,300  $150,500  $203,400

</TABLE>

<

PAGE>
...............................Page 11


                          New Medium Enterprises, Inc.
                          A Development Stage Company
                            Statement of Operations
                                For the periods
<TABLE>
<CAPTION>


                                                                                   ACCUMULATED
                                                 FOR THE YEAR     FOR THE YEAR     FROM INCEPTION
                                                      ENDED          ENDED      (AUG 2, 1999 THRU

                                                 JUNE 30, 2003    JUNE 30, 2002     JUNE 30, 2003
<S>                                                         <C>              <C>              <C>

REVENUES . . . . . . . . . . . . . . . . . . .  $            0   $        1,291   $         1,291


OPERATING EXPENSES
General and administrative . . . . . . . . . .          55,222           78,451          511,183
Research and Web Site development costs. . . .           3,275          314,302          562,577
Officers compensation. . . . . . . . . . . . .          50,000          150,000          200,000
Loss on disposition of fixed assets. . . . . .          16,345                0           16,345
Depreciation . . . . . . . . . . . . . . . . .               0            6,980           17,450
                                                ---------------  ---------------  ---------------

Total operating expenses . . . . . . . . . . .         124,842          549,733        1,307,555
                                                ---------------  ---------------  ---------------

Income (loss) from operations. . . . . . . . .        (124,842)        (548,442)      (1,306,264)

OTHER INCOME
Investment income. . . . . . . . . . . . . . .           6,349           12,380          115,769
                                                ---------------  ---------------  ---------------

Loss before income taxes . . . . . . . . . . .        (118,493)        (536,062)      (1,190,495)

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

NET LOSS . . . . . . . . . . . . . . . . . . .       ($118,493)       ($536,062)     ($1,190,495)

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


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING.      16,754,444       15,300,500



</TABLE>

<PAGE>
                              Page 12





                          New Medium Enterprises, Inc.
                          A Development Stage Company
                        Statement of Stockholders Equity
                    For the periods July 2001- June 30, 2003




<TABLE>
<CAPTION>






                                                                                             RETAINED     ACCUMULATED
                                                                              ADDITIONAL    EARNINGS       OTHER
                                               PER SHARE   COMMON  STOCK       PAID-IN      (ACCUMULATED  COMPREHEN-
                                                AMOUNT     SHARES    AMOUNT     CAPITAL     DEFICIT)      SIVE  LOSS  TOTALS


<S>                                                     <C>           <C>          <C>         <C>           <C>        <C>

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

Issuance of shares for services rendered,
 March 2003  $                                  0.03     2,010,000      2,010       48,290                             50,300

Comprehensive gain . . . . . . . . . . . . . . . . .                                                        18,762     18,762

Net loss for period ended June 30, 2003. . . . . . .                                           (118,493)            (118,493)


BALANCES, JUNE 30, 2003. . . . . . . . . . . . . . .   18,429,444   $  18,429   $1,850,816  ($1,190,495)  $ 11,519  $ 690,269

</TABLE>







<PAGE>
                             Page 13
New Medium Enterprises, Inc.
A Development Stage Company
Notes to Financial Statements



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 prior fiscal period management had decided to  cease
any further expenditure in regard to the web site and had written off the total
cost in the prior period. The Company is currently negotiating with a company as
possible merger candidates. As of the June 30, 2003 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

<PAGE>
                                Page  14

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.

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, 2003 and 2002
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.

<PAGE>
                             Page 15

Effective July  1,  2003 the Company adopted the fair value method of accounting
for  its  employee  stock  based  compensation  plans as defined in Statement of
Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock  Based
Compensation"  (FAS  123).  FAS  123 indicates that the fair value method is the
preferable  method  of  accounting.  The  Company  adopted the fair value method
retroactively  to  July  1,  2003  as  currently  required

                    by  FAS  123.

NOTE 3- LIQUIDITY & PROFITABILITY

As  reflected  in  the  accompanying  financial statements, the Company incurred
losses for the current and prior periods 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,  2003  the  Company  had  a  Federal  and  State  tax  net operating loss of
approximately  $  686,000.  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.

During  the  period  ended June 30, 2002, management had determined that the Web
Site  was  no  longer  feasible  and  had  written off the remaining balance and
expensed  it  during  that  period.

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. During the current period the Company did not sell any
of  its  investments.


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


<PAGE>

                               Page  16

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 is utilizing the home of its president as it office. It is occupying
the  premises  rent-free. Rent expense for the periods ended June 30, 2002 was
$9,737
..
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.

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.The warrants were 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. The warrants were 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. The warrants were 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

<PAGE>

                                      Page 17

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.

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.

<PAGE>
                                 Page  18


During  April  2002  the  Company 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.

On  March  31,  2003 the Company issued 2,000,000 common shares to its president
for services rendered. These shares were valued at $50,000, 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.

On  March  31,  2003  the  Company  issued 10,000 shares to a consultant who had
rendered  services  on  behalf  of  the Company. The shares were valued at $300,
which represents the fair value at the date of issuance and have been charged to
the  statement  of  operations.

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

On  July  18,  2003  the board Of Directors extended all warrants until July 30,
2005.  The  Company is currently negotiating with a company as a possible merger
candidate.


   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:   August  22,  2003

     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:  August 22, 2003




<PAGE>
                                            Page 19


<PAGE>