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,  2005

[_] 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


                             Page 1


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

                Nevada                                 13502174

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)


                            MAHESH  JAYANARAYAN,  CEO
                                  195  The  Vale
                                  London  W3  7QS
                            Tel:  011  44  208  746  2018
                            Fax:  011  44  208  749-8025



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  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    No  _X__.

The  Company  is  late  in  its  filing  of the 10K report which  is the current
filing.  All other reports have been filed.


                                            ----

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. As of
trade  date June 30, 2005 the aggregate market value of the voting stock held by
non-affiliates  of  the  registrant  was  $1,730,150.

(See  definition  of  affiliate  in  Rule  405).


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  -  N.A.

                                  Page 2



                      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,  $.0001  par  value             123,606,081
---------------------------------     ---------------------------
     (Title  of  Class)               (Shares  outstanding  at
                                             October  17,  2005


          Page  2


         NEW MEDIUM ENTERPRISES, INC. FORM 10-K FOR THE YEAR ENDED June 30, 2005


                                INDEX                                      Page
                              -----                                      ----







<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                           <C>

PART 1
----------------------------------------------------------------------------
ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
----------------------------------------------------------------------------  --
ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
----------------------------------------------------------------------------  --
ITEM 3.   LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .  12
----------------------------------------------------------------------------  --
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . .  12
----------------------------------------------------------------------------  --
PART II
----------------------------------------------------------------------------
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS  12
----------------------------------------------------------------------------  --
ITEM 5A.  SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . .  12
----------------------------------------------------------------------------  --
ITEM 6.   MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION             13
ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . . . .  17
----------------------------------------------------------------------------  --
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE                                              29
ITEM 8A.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . .  29
----------------------------------------------------------------------------  --
ITEM 8B.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .  29
----------------------------------------------------------------------------  --
PART III
----------------------------------------------------------------------------
ITEM 9.   DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 9A.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. . . . . . . . .  30
----------------------------------------------------------------------------  --
ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . .  32
----------------------------------------------------------------------------  --
ITEM 11.  SECURITY OWNERSHIP OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     34
----------------------------------------------------------------------------  --
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . .  35
----------------------------------------------------------------------------  --
ITEM 13.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
----------------------------------------------------------------------------
ITEM 14.  EXHIBITS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . .  36
----------------------------------------------------------------------------  --
PART IV
----------------------------------------------------------------------------
ITEM 15.  EXHIBITS INDEX . . . . . . . . . . . . . . . . . . . . . . . . . .  36
----------------------------------------------------------------------------  --
ITEM 16.  SUBSEQUENT EVENTS. . . . . . . . . . . . . . . . . . . . . . . . .  37
----------------------------------------------------------------------------  --
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
----------------------------------------------------------------------------  --
</TABLE>










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.

On  January  13,  2004  we  acquired  the  business  and all of the intellectual
property  assets  of  a  new  and  emerging  DVD  format known as VMD (Versatile
MultiLayer Disc). We have discontinued all our internet, and wireless businesses
and  have  since  focused all of our resources to developing our proprietary VMD
prototypes  and  pipeline  of products as our core business. As a result, we are
positioned in the Optical Disc Storage sector, a huge and growing segment of the
data  storage market, of which DVD formats have an effective monopoly presently.
This  sector  of  the  storage  market is currently undergoing a cycle of change
precipitated  by  the  emergence  of  high  definition  TV into the marketplace.

NME  has  acquired  and developed a technology which increases the capacity of a
conventional DVD by a factor of 5-10, allowing much greater storage for data and
film  content.  This  new  technology is called Versatile Multilayer Disc (VMD).
Because VMD is based on current DVD 'red laser' technology it means that after a
simple  software  upgrade  VMD is compatible with new DVD drives and potentially
all  existing  1Bn  drives currently used by businesses and consumers around the
globe.


                                    Page 3

Significantly,  VMD  can  be  produced by every standard DVD-9 replicator in the
world  without  modification  to  the plant. The Company is negotiating valuable
partnerships  with  major production facilities, drive manufacturers and content
owners  to  exploit  VMD's  capabilities.

In  the  information  driven,  digitally  dependant  marketplace,  controlling,
accessing  and  storing  large  quantities of data is a fundamental requirement.
These  markets  now  consume  6bn DVDs each year, largely pre-recorded with film
content  and  increasing  capacity  is a key driver. We believe VMD represents a
huge  leap  in  the  availability  of that capacity, yet based on current market
products.

As  VMD  can  work  in  existing DVD players and allow content owners to deliver
their  material in much higher quality (such as the new High Definition standard
in film), uniquely it also avoids persuading consumers to replace their existing
DVD  collection  or  DVD  player.  This is a crucial advantage in terms of VMD's
market  potential.


We are targeting the pre-recorded video segment of the entertainment industry by
offering  them  VMD  as  a  solution  to  thwart  video  piracy.


As  the  desire  for  ever greater capacities rises, consumers are traditionally
reluctant  to  adopt new technologies unless there is a clear market leader. The
blue  laser  technologies  have several competing approaches by rival companies,
and  no  single  format has emerged. The battle between Betamax and VHS is being
revisited.

VMD  on  the  other  hand,  requires  no  such  ultimatum  to  the  consumer.

We  believe  this  represents a significant market opportunity for NME with VMD,
particularly  as we believe the blue laser based systems will take three to four
years  to  become  mainstream  even  if  one  format  does  becomes  dominant.

We  are  centered  on  further developing innovative storage technologies, along
with  congruous  video compression technology; enabling a new generation of high
performance,  low  cost  digital  storage devices. We believe the convergence of
High  Definition  with  VMD  technology leverages the company's expertise in the
development  of high definition players, recorders and personal video recorders.


How  It  Works

VMD is a system based on currently available technology. We believe it therefore
delivers  capacity,  flexibility and market potential far greater than currently
available  and  which is also capable of competing with emerging technologies in
blue  laser.

Conventional  DVDs  are  either  single,  or increasingly dual layer discs which
store  and  retrieve  digital (e.g film) content from a data layer(s) within the
thickness  of  the DVD. DVDs are usually 0.8mm thick and have a reflective layer
to  bounce  the  laser  back  that  is  used  to  read  or  record  the  data.

VMD works by being able to store data on multiple layers within the standard DVD
disc  format.  NME's  scientific  team  have  pioneered and patented two crucial
processes  to  make  this  technology  commercially  viable:

Page                            4

Producing  multiple  layers  within  the  0.8mm  DVD  thickness, each capable of
storing  nearly  as  much  data  as  a  conventional  DVD.

Basing  this  on  existing  red laser drives and being able to manufacture these
discs  using  existing  DVD  production  lines.

As  VMD  discs can be read by standard DVD-R drives once their internal software
(firmware) has been updated, this enables VMD to be reverse compatible with many
existing  DVD  drives, of which it is estimated there will be 450m in the market
by  the end of 2005 . All current DVDs and CDs are still playable on the updated
DVD  drive.

We anticipate the VMD player technology will be delivered into a number of other
devices,  such  as  PC's,  set-top  boxes,  access devices and game consoles. We
anticipate  the  software  up-grade  will  be  available free to download on the
internet  for  PC  users,  or  burnt  on a specific track within every VMD disc.
Manufacturers find this attractive since it represents zero cost and yet enables
their  drives  for  greater  capacity  and  future  proofing.

Key  Advantages:

Versatile:  Inherent  backward  compatibility with all the existing and previous
Disc  formats.  VMD Drives will be able to read other standard formats including
CD  and  DVD.

Adaptable:  VMD  multilayer technology does not strictly function with red laser
only,  but  can  easily  be  applied  to  blue laser as well once the Blue laser
technology  is  flawless.  We  anticipate  that  VMD would therefore attain even
larger  storage capacities by offering increased storage whichever base it uses.

Affordable:  We  anticipate  VMD will require only marginal modifications of the
manufacturing  equipment  but  practically  keeps untouched all basic components
that  are used today. This would translate into lower costs to the producers and
will  have no trickle-down effect burdening the end-consumer. In other words, we
anticipate  prices  will  barely  differ  from  existing  DVDs  and players. VMD
technology  is based on classical CD/DVD machinery, technologies and inexpensive
commercial red lasers and consequently holds the advantage of simplicity in disc
and  drive  manufacturing.

Significantly, we believe VMD can be produced by every standard DVD-9 replicator
in  the  world  without  modification  to  the plant. The Company is negotiating
valuable  partnerships with major production facilities, drive manufacturers and
content  owners  to  exploit  VMD's  capabilities.

In  the  information  driven,  digitally  dependant  marketplace,  controlling,
accessing  and  storing  large  quantities of data is a fundamental requirement.
These  markets  now  consume  6bn DVDs each year, largely pre-recorded with film
content  and  increasing  capacity  is  a  key  driver.

As  VMD  can  work  in  existing DVD players and allow content owners to deliver
their  material in much higher quality (such as the new High Definition standard
in film), uniquely it also avoids persuading consumers to replace their existing
DVD collection or DVD player. We believe this is a crucial advantage in terms of
VMD's  market  potential.

OUR  PRODUCTS  AND  SERVICES

We  anticipate  the  VMD  disc  will  be  produced  in  a  number  of  formats:
READ  ONLY
WRITE  ONCE
RE-WRITABLE
READ  ONLY/RE-WRITABLE  COMBINED

We anticipate the VMD will be mass manufactured at low cost using standard DVD-9
manufacturing  facilities  and  equipment. The technology is patented and has an
self  protect  feature  as  it  is  completely  impregnable  to  analysis  after
manufacture.

THE  PLAYER

The  VMD  drive  is  very  similar  to  the  standard DVD drive with only simple
modifications to the firmware to instruct the laser to read multiple layers. The
modifications  in  the  software re-calibrate the red laser, enabling it to read
data  on all data layers (not just top and bottom as in conventional DVDs). Most
modern  DVD  players  can  be  upgraded  in  this  way.

We anticipate VMD will provide the same storage as five to ten DVD-9 discs using
the  existing  DVD  burner/player

Content  market:  Vendors  will  be able to retail HD quality films at a premium
price,  or  provide whole collections of films on one disk, thus minimizing both
disk  purchase  and  packaging  prices

Gaming  vendors:  We  anticipate  VMD  will  provide  a large capacity, standard
delivery platform for the  new  generation  of  High  Definition gaming products
across  the  globe

                                    Page 5

As  of June 30, 2005, we completed the development of the initial pre-industrial
prototype  with  storage  capacity  of  approximately  30GB.



MARKET  OPPORTUNITY

Global  DVD  Market

Competing  technologies  coming  to  market  are  blue  laser based and although
offering higher data densities, currently provide less storage capacity than VMD
and  require  the  consumer  to  buy  new content and replace their DVD drive or
player  with  expensive  and  proprietary  new equipment. In many regions of the
world,  the  DVD  type optical disc technologies have, or are gradually becoming
the  dominant  consumer storage and transport medium, primarily due to their low
cost  of  production, ready distribution and relative longevity and reliability.


DVD  disk  replication worldwide in 2004 consisted of over 6.7 billion units. By
value, the International market for DVDs will be worth approximately $85bn (USD)
by  2010  (Source  :  Informa  Telecomms  and  Media)

The pre-recorded market consists almost exclusively of pre-recorded feature film
content.  This  market  is  dominated  by Hollywood film studios in the West and
equivalents in the East and Far East. It is these content owners who control who
replicates  for them, with Hollywood studios being the most influential. The net
result of this is that the majority of the current pre-recorded DVD supply chain
is concentrated into five replication companies, which between them will provide
an  estimated  63%  of  2005's  projected  total  global  output.

Although  pre-recorded  DVDs  currently outstrip sales of blank media by 4:1, by
2009  this  will  have  reduced  to  just  over 50% of the market, driven by the
increase  in popularity of DVD as a home data storage medium. Most manufacturing
for  both blank and pre-recorded DVDs is handled by a small number of very large
scale  manufacturers  located  in  S.E.  Asia.

Most  DVD-ROM  discs are also pre-recorded for computer games. All three leading
games  consoles  use  DVD as a delivery platform. The greatest quantity of X-box
and  Sony  PlayStation2  discs  are  replicated  in the USA and 'in-house' while
Nintendo  Game  Cube  discs  are  replicated  by Panasonic in the USA and Japan.

We  anticipate  that emerging markets for red laser based DVD formats are likely
to  be  the  most  attractive, whilst established DVD markets keen to adopt blue
laser  technologies  will be the most difficult to compete in. We anticipate the
UK  and  Europe  will likely present a legacy market, where consumers who do not
wish  to  change  formats or replace equipment will provide commercially fertile
group  for  VMD  for  some  years,  provided  appropriate channels can be found.

Latin  America  is  an  emerging DVD market, but which is likely to follow North
American  trends  due  to  their  attraction  to  Hollywood  content.

DVD  Players

A  DVD disc is only useful if it can be played or recorded on in a DVD player or
DVD  recorder.  Although there are some minor differences, the actual DVD drives
found  in  most  personal  computers,  game  consoles  and  stand  alone  DVD
players/recorders,  are identical. There are currently approximately one billion
of  these  in  use  in  the  market  today.

Of  this one billion, Understanding and Solution's research suggest that 450m of
these  are  DVD-R drives. It is these drives that are most suitable for a simple
firmware upgrade to enable them to read the extra data that VMD discs can store.

OUR  COMPETITION:

Blue  Laser  Based  Technology

The  USA  is  the biggest global consumer and producer of pre-recorded DVDs with
European based factories contributing a further 25%. The market is set to change
significantly  with  the emergence of two new higher specification technologies:
Blu-ray  and  HD  DVD,  both  being  blue  laser based optical disc technologies
allowing  greater  storage  capacities.

Blu-ray,  is  the  next-generation  optical disc format jointly developed by the
Blu-ray  Disc  Association  (BDA),  a  group  of  leading  consumer  electronics
companies  including  Panasonic, Samsung, Apple, Dell and Hewlett-Packard but is
effectively  a  Sony product. The format uses blue laser rather than current red
laser  to  enable  recording, rewriting and playback of large amounts of data. A
single-layer  Blu-ray  Disc can hold 25GB of data, which can record over 2 hours
of  HD  or 13 hours of standard TV. HD DVD was developed by Toshiba and NEC, and
is  supported  by  Warner  Bros.,  Paramount  and  Universal. Like Blu-ray, this
enables  a  disc  the  size of a current DVD disc, but with much greater storage
capacity  to  hold  an  entire  film  at  HDTV resolution with single-layer disc
storage  capacity  of  15GB  and  dual-layer  30GB.

                                Page 6

Although  Toshiba and Sony have been in dialogue since last year, after pressure
by  the  content owners fearing a format war, agreement on a combined format has
been  abandoned  for  now and we believe will cause indecision in the market and
aid  the  case  for  VMD  significantly.

Microsoft  is supporting HD DVD in its next version of Windows, but the new Xbox
360  contains neither an HD DVD or Blu-ray drive. Sony will include a blue laser
drive  in  PlayStation  3.


USA  &  Europe

Both  the USA and Europe pose significant barriers to entry for the new or small
player  wishing  to  enter  the  market.  The key inhibitors are cash flow rich,
aggressive competitors in Blu-ray and HD DVD who are Hollywood driven. Access to
these  markets  can  be extremely difficult, particularly as all key enterprises
within  the  market  place are aligned with one or other of the blue laser based
technologies.

We have therefore focused on the other world markets and content vendors such as
Eros.  Eros distributes Bollywood content worldwide and enjoys significant sales
in  Europe  and  specifically  the  UK.  We  anticipate that VMD technology will
trickle  down  into  the  market  through such partners, who see VMD as a market
ready,  compatible  technology  which  enhances  their  own business development
plans.

China

In  China  there  is  also  a  competing  High  Definition  technology - digital
videodisk  (HDV)  player  and  also  independently developed IDVD (Internet DVD)
player.  However only EVD is proven technology, currently available in the shops
and  government backed and with who we are negotiating a commercial partnership.

INTELLECTUAL  PROPERTY  PROTECTION:

The  first  comprehensive  patent titled "Multi-layer quasi-reflective media and
method of its manufacturing" has been filed initially as a provisional US patent
application  with  the enlarged version prepared as regular PCT & US application
which  has  been  submitted  in  2003.

This  patent  covers  the  basic  technological  principles  and  processes  of
manufacturing  of  VMD.  In  addition,  as per the acquisitions of MultiDisc and
We  acquired  from  TriGm  International  S.A.,  a  portfolio  of researched and
isolated  patentable inventions related to VMD technologies for which we plan to
apply  for  patent  protection  in  the  future.  We  have so far refrained from
applying  for  these  more  detailed  patents  on  the  basis that by making the
information  public as required by the application, they are more likely to give
away  the technology in territories where patents are near impossible to enforce
e.g.  China.  Instead  we  are  strongly  pursuing  a  commercial  strategy  for
protecting  the VMD technology. By partnering with the biggest content providers
in  the  market,  and  in the case of China - a government backed company, it is
effectively  locking  out  any  potential  competitors  from  the market. In the
long-run we believe this should prove far more effective than any legal redress.
It  is  also  expected  that we will develop new derivative concepts, as well as
supplementary technological solutions and processes, resulting in patents and/or
know-how, which we anticipate will be expanded upon and enhance the original VMD
concept  and  intellectual  property.


WE  have  three patents relating to our VMD technologies. Supporting these are a
variety  of  unique  skills  and  core  operational  IPR  and  although  may not
necessarily  be  patentable in themselves, will necessarily be jealously guarded
and  ruthlessly  protected  by  the  Company.

RISKS  FACTORS:

GENERAL  RISKS:

With  the  acquisitions of the VMD business and intellectual property assets, we
are  subject  to  certain  risks  and  uncertainties.  In considering whether to
acquire  our  common  stock,  you  should  carefully  consider  the risk factors
described  below.  You  should consider these risk factors, together with all of
the  other information in this 10K Report and the documents we have incorporated
by  reference,  before  you  decide  to  purchase  shares  of  our common stock.

The  following  risks and uncertainties are not the only ones we face. Risks and
uncertainties  which  either  we  do  not know about or we currently believe are
immaterial  may  also  materially  impair our business operations. If any of the
following  risks  occur, our business, results of operations, financial position
or  cash  flows,  could  be  materially  adversely  affected. In that event, the
trading price of our common stock could decline, and you may lose all or part of
your  investment.

                                     Page 7
TECHNOLOGY  RISKS

We  have no history of revenue, and expect to continue to incur operating losses
until  such time as our first generation products achieve commercial acceptance.

We  have no revenue history and therefore we have not achieved profitability. We
expect to continue to incur operating losses for the foreseeable future at least
until  such  time  the  first  generation  products are commercialized, and only
provided  we  are  able  to  generate  fees through royalty agreements and joint
venture agreements. Any fees we could potentially generate would most likely not
occur  until and unless the actual products are produced after validation of the
industrial  prototype.

We have never generated any revenues or profits, and there is no assurance that,
in  the  future,  we  will  be  profitable  on  a  quarterly or annual basis. We
anticipate  that  we  will  continue to incur losses until, at the earliest, our
first  generation  of  products  achieve  commercial  acceptance and we generate
enough  revenue  from  the  sale  or  licensing  of  our  products to offset our
operating  costs.  We  have  limited  capital  resources.


OUR  LIMITED  OPERATING  HISTORY  MAKES  IT  DIFFICULT TO EVALUATE OUR BUSINESS.

We  have  not  yet generated any revenues from the sale of products. Although we
have  completed  our  industrial  prototypes,  we  do  not anticipate generating
material revenue from the sale of products in the immediate future. Accordingly,
there  are  no  meaningful period-to-period comparisons of our operating results
from  which  to evaluate our performance. The lack of performance history of our
products,  our  limited  forecasting  experience  and processes and the emerging
nature  of  our  target markets makes forecasting our future sales and operating
results  difficult.

We  cannot assure you that any revenues generated in the future, if any, will be
sufficient to finance the complete cost of our research and development. We will
require  significant  additional funds before we achieve positive cash flow from
operations.  Our  future  capital  requirements and profitability depend on many
factors,  such  as  the  timely  success  of  product  development projects, the
timeliness  and  success  of joint venture and corporate alliance strategies and
our  marketing  efforts.  Terms  on  which  we  may raise additional capital may
include  restrictions  that  could  create  difficulties  in  obtaining  future
financings,  limit  our  options for changing the business and cause substantial
cash  flow  problems.  Any equity raises of additional stock or convertible debt
financing  which  we  obtain,  if  any,  could result in substantial dilution to
stockholders.




NEED  FOR  ADDITIONAL  CAPITAL:

We  may  have  to  raise additional capital through Private Placements of equity
shares. If we are unable to secure additional sources of capital we will need to
substantially  curtail  our  level of research and development efforts and other
activities.  We anticipate that we will require substantial additional financing
to  fund  our  working capital requirements. There can be no assurance, however,
that  additional  funding  will  be  available or, if available, that it will be
available  on  terms acceptable to us. There can be no assurance that we will be
able  to  raise additional cash if our cash resources are exhausted. Our ability
to  arrange  such  financing  in  the  future  will  depend,  in  part, upon the
prevailing capital market conditions as well as our business performance and the
success  of  our  prototypes.

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

These  risks  are  the  most  difficult  to assess at this stage of development.
Changes might occur in the estimated cost of equipment needed for commercial VMD
mass  production  and  distribution. An important attribute of our technology is
that  it  is based on standard red laser technology which we believe will result
in  minimum  infrastructure costs as opposed to the competing Blue-Ray products,
which are believed to require significant infrastructure costs. This is the most
important competitive edge we may have over industry giants such as Sony and the
Blu-Ray consortium, and other giants such as Toshiba and NEC, and others. In the
event  the  cost  for  mass  producing the products proves to be materially more
expensive  than  anticipated,  it may cause the product to be too expensive as a
result of the higher than anticipated production cost, and thus less competitive
with the Blu-Ray products or other products developed by industry giants such as
NEC  and  Toshiba which may have a material adverse effect on our company and on
the  price  of  our  stock.

                                        Page 8


INTELLECTUAL  PROPERTY  RISK:

WE  CANNOT  ASSURE  YOU THAT WE WILL SUCCESSFULLY PROTECT OUR VMD TECHNOLOGY AND
ENFORCE  OUR  INTELLECTUAL  PROPERTY  RIGHTS.

Intellectual  property  Risks  - Our initial patent application has not yet been
fully  assessed  by  a patent office, so there is still a possibility, that some
prior  art  or  similar recent application may be found that would significantly
reduce  the  value  of intellectual property which would have a material adverse
effect  on  our  company  and the price of our stock. We expect to develop trade
secrets and may seek patent or copyright protection for trade secrets. We cannot
assure  you  that  we  will  develop  trade  secrets or seek patent or copyright
protection for any or all of them. We have entered into and intend to enter into
confidentiality  and  non-disclosure  agreements  to  protect  one or more trade
secrets which we or our employees or independent contractors may develop, but we
cannot  assure  you  that  we  will  do  so or that the appropriate parties will
maintain  the  confidentiality necessary to protect our trade secrets. A failure
to  maintain  one  or more trade secrets could have a material adverse impact on
us.

We may offer products in the U.S. and in foreign countries based on the patented
Versatile  Multilayer  Disc (VMD). However, certain countries in the Pacific Rim
and  elsewhere may not offer the same degree of intellectual property protection
that  the U.S., European Community and Japan afford. Therefore, we may be unable
to  enforce  our  patent  rights  in those jurisdictions, even if we are able to
obtain  intellectual  property  rights.

We  cannot  guarantee that any patents, copyrights, trade secrets, trademarks or
domain names that we develop or obtain will provide sufficient protection to us.
Furthermore,  we  cannot  assure  you  that other parties will not challenge the
validity  of  our  intellectual  property results or that other parties will not
assert  affirmative  defenses  to  infringement  or  dilution.  If another party
succeeds in developing optical data storage technology comparable to VMD without
infringing,  diluting,  misusing,  misappropriating  or  otherwise violating our
intellectual  property  rights,  our  financial condition may materially suffer.

WE  MAY  REQUIRE  ADDITIONAL  TECHNOLOGY  IN  ORDER  TO SUCCESSFULLY DEVELOP AND
LICENSE  OUR  TECHNOLOGY.

We  believe  that  we have researched a substantial amount of technology for our
products.  However, we may need to develop or acquire some additional technology
in order to produce products that are ready for commercial sale or licensing. If
we  cannot develop the additional technology that we need in order to be able to
sell  the  products,  we  may have to purchase technology from others. We cannot
promise  or  accurately  forecast  whether  we  will succeed in performing these
acquisitions.

BUSINESS  RISK:

DEPENDENCE  ON  KEY  PERSONNEL

We  depend  upon  certain key personnel, and we may become unable to maintain or
attract, knowledgeable and experienced personnel vital to our financial success.

In  order  to  succeed,  we depend upon our ability to attract and retain highly
qualified  technical and management personnel, including experts in the field of
optical  storage  technology  and  the  sciences  underlying such technology. We
cannot  assure  you  that  we  will  be able to attract and retain the qualified
personnel  we  need  for  the  business.  We have entered into an Agreement with
V-Tech,  LaDIS  and Silicone Valley Plc. for the research and development of the
prototypes  and commercializing the products. Should any of the required crucial
scientists  leave  V-Tech,  LaDIS  or  Silicon  Valley  Plc.  our  research  and
development efforts and capabilities might be adversely impacted. A departure of
required  scientist  could delay our ability to successfully market or bring our
products  to  market.  Qualified scientists and other technical personnel are in
high  demand  and are often subject to competing offers. We face competition for
such  personnel  from  other  companies,  research  and  academic  institutions,
government  entities  and other organizations. We do not currently maintain "key
man" insurance for any personnel. We have attempted to retain our key personnel,
including  our  officers & directors by providing them with attractive incentive
packages,  which  include  competitive  salaries  and  stock grants. However, we
cannot  assure  you  that  these  incentives will guarantee retention of our key
employees.


WE  MAY  BECOME  FINANCIALLY  DEPENDENT  ON  ONE OR A SMALL NUMBER OF CUSTOMERS.

Because  we  are  a  research  and  development company, we have not developed a
customer  base  for  our  products.  We  hope  to  establish  joint ventures and
licensing arrangements with strategic partners to license VMD technology. In the
future, it is possible that we, the joint ventures and licensees will have sales
to  one  or  a  small number of customers which equal ten percent or more of our
consolidated  revenues.  This  would subject us to depending on that supplier or
joint  venture partner, which could have an adverse effect on our company and on
the  price  of  our  shares.

CONCENTRATION OF OWNERSHIP OF OUR COMMON STOCK AMONG THE SHAREHOLDERS TO WHOM WE
ISSUED  SHARES IN EXCHANGE OF THE VMD ASSETS, INCLUDING NEWLY APPOINTED OFFICERS
AND  DIRECTORS,  MAY  PREVENT  CURRENT  AND  NEW  INVESTORS  FROM  INFLUENCING
SIGNIFICANT  CORPORATE  DECISIONS.

                                             Page 9

In  connection  with the acquisition the Company issued 72,605,776 shares of its
stock to the shareholders of MultiDisk and TriGM. On May 10, 2005, an additional
10,000,000  shares  were  issued  to  an affiliate of the company in exchange of
$200,000 investment. See also Subsequent Events regarding additional issuance of
shares  to  principals  and  executive  staff.



PROVISIONS  OF  CORPORATE  LAW  AND OUR CERTIFICATE OF INCORPORATION COULD DETER
TAKEOVER  ATTEMPTS.

The  provisions  of  the  corporate  law  of  our state of incorporation and our
certificate  of  incorporation could make it more difficult for a third party to
acquire  control  of  us,  even  if  the  change  of  control  would benefit the
stockholders.

COMPETITION:

The  market  for  our  technology  is  very  competitive,  is  subject  to rapid
technological  changes  and varies for different individual products. We believe
that  there  are  potentially  many  competitive  approaches  being  pursued  in
competition  to  our  technology,  including some by private companies for which
information  is  difficult  to  obtain.  Most  of  all  our  competitors  have
significantly  greater  resources,  more  product  candidates and have developed
product  candidates and processes that directly compete with our technology. Our
competitors may have developed, or could in the future develop, new technologies
that  compete  with  our  technology or even render our technology obsolete. Our
technology  is  designed  to  produce  high capacity, next generation discs that
could  effectively  compete with the current blue-ray products being produced by
Industry  Giants  such  as  Sony,  NEC,  Toshiba,  etc.  Even  if we are able to
demonstrate  improved  or  equivalent results, researchers and practitioners may
not  use  our  technology  and  we  will suffer a competitive disadvantage. As a
result, we may be unable to compete successfully in the market place which could
have  a  material  adverse  effect  on  the  price  of  our  stock.

INDUSTRY  RISKS:

OUR  EXPECTED  PRODUCTS MAY BE SUBJECT TO VARIOUS LEGAL AND REGULATORY CONTROLS.

We  are  unaware of any particular electrical, telecommunication, environmental,
health or safety laws and standards that will apply to our products. While we do
not anticipate special regulations of our products, we cannot assure you that we
will  not have to comply with laws and regulations of domestic, international or
foreign  governmental  or  legal  authorities.  Compliance  with  these laws and
regulations  could  have  a  material  adverse  affect  on  us.

WE  MAY  BE UNABLE TO OBTAIN SUFFICIENT COMPONENTS ON COMMERCIALLY REASONABLE OR
SATISFACTORY  TERMS,  WHICH  MAY HAVE A MATERIAL ADVERSE IMPACT ON OUR FINANCIAL
CONDITION.

It  is common in the data storage technology manufacturing and assembly industry
for certain components to be available only from a few or sole-source suppliers.
We  cannot  assure  you  that  the  key  components  for future products will be
available  from more than a few suppliers. Therefore, we, our joint ventures and
our  licensees may experience difficulty in obtaining a sufficient supply of key
components  on  a  timely basis. We hope to develop relationships with qualified
manufacturers  with the goal of securing high-volume manufacturing capabilities,
thus  controlling  the cost of current and future models of our future products.

We  cannot  assure  you  that  we  will be able to obtain a sufficient supply of
components  on  a  timely  basis  or  on commercially reasonable terms. The same
supply  and  cost  problems  could  adversely  affect our sales of products. The
inability  to  obtain  sufficient components and equipment, to obtain or develop
alternative  sources  of  supply  at  competitive prices and quality or to avoid
manufacturing  delays,  could  prevent  joint ventures from producing sufficient
quantities  of  our products to satisfy market demand. Additionally, in the case
of  a  component  purchased  exclusively from one supplier, joint ventures could
become  unable  to  produce  any  quantity  of  the  affected products until the
component  becomes  available  from  an alternative source. These problems could
cause  delays  to  product  shipments,  thereby  increasing  the joint venture's
material  or manufacturing costs or causing an imbalance in the inventory levels
of certain components. Moreover, difficulties in obtaining sufficient components
may  cause  joint ventures and licensees to modify the design of our products to
use  a  more  readily  available  component. These design modifications may also
result  in  product  performance  problems.  Any or all of these problems  could
result  in  the loss of customers, provide an opportunity for competing products
to  achieve  market  acceptance  and otherwise adversely affect our business and
financial  results.

                                  Page 10


Due  to  potential  intellectual property claims and litigation that parties may
initiate  against  us,  we  may  suffer  economic  losses  and  become unable to
research,  develop  or  license  the  sale  or  manufacture  of  the technology.

As  is  typical  in  the  data storage industry, other parties may in the future
notify us of claims that may be infringing, diluting, misusing, misappropriating
or  otherwise  violating  our  intellectual property rights. It is impossible to
predict  the outcome of such potential claims, and we cannot assure you that the
relevant  authorities  will  resolve  the potential claims in our favor. We also
cannot  assure  you  that  an  unfavorable resolution of a claim will not have a
material  adverse  effect  on  our business or financial results. In particular,
there  has  been significant litigation in the data storage industry relating to
infringement of patents and other intellectual property rights. We cannot assure
you  that  future intellectual property claims will not result in litigation. If
another party were to establish infringement, dilution, misuse, misappropriation
or  any  other  intellectual property rights violation, we or our joint ventures
might  have  to  pay  substantial  damages,  or  courts  might  enjoin  us  from
developing,  marketing, manufacturing and selling the infringing products in one
or  more  countries. In addition, the costs of engaging in intellectual property
litigation  can  be  substantial regardless of outcome. If we seek licensure for
intellectual  property  that  we cannot otherwise lawfully use, we cannot assure
you  that  we  will  be  able to obtain such licensure on satisfactory terms. We
might  not  own  intellectual property that we believe we own or that we need in
order  to  successfully  research,  develop  and  license  our  technology.



RISKS  RELATED  TO  OUR  COMMON  STOCK

THE  MARKET  FOR  OUR  COMMON  STOCK  MAY  BE  ILLIQUID.

Historically the trading volume of our common stock has been very low. There can
be  no  assurance  that  volumes will increase to a consistently higher level or
that  holders of the shares will be able to sell their shares in a timely manner
or  at  all.

WE  MAY  EXPERIENCE  VOLATILITY  IN  OUR  COMMON  STOCK  PRICE.

The  stock  market  and especially the stock prices of technology companies have
been  very  volatile.  This  volatility  may  not  be  related  to the operating
performance  of  the  companies.  The  broad  market  volatility  and  industry
volatility  may  reduce  the  price  of  our  common stock without regard to our
operating  performance. The market price of our common stock could significantly
decrease  at  any time due to this volatility. The uncertainty that results from
such  volatility  can  itself  depress  the  market  price  of our common stock.

We  do  not  expect  to  generate  cash flow from operations for the foreseeable
future.  Consequently,  we  will be required to raise additional capital against
the issuance of equity which will cause dilution to existing shareholders. There
is  no  assurance that we will be successful in raising additional capital under
acceptable  terms.

DOUBT  ABOUT  OUR  ABILITY  TO CONTINUE OPERATIONS AS A "GOING CONCERN"; YOU MAY
LOSE  ALL  OF  YOUR  INVESTMENT  IF  WE  ARE  UNABLE  TO  CONTINUE  OPERATIONS.

Our ability to continue as a going concern is subject to substantial doubt given
its  current  financial condition and requirements for additional funding. There
can  be no assurance that we will be able to obtain sufficient funds to continue
the  development of and, if successful, to commence the sale of our products and
services under development. As a result of the foregoing, we anticipate that our
auditors will express substantial doubt about our ability to continue as a going
concern. If we cannot continue as a going concern, then you may lose all of your
investment.

WE  ARE  CONSIDERED  A  PENNY  STOCK

Our  stock  is characterized as a Penny Stock which has a huge adverse effect on
the  price  and liquidity of our stock. The regulations relating to penny stocks
limit the ability of broker-dealers to sell our common stock and thus affect the
ability of shareholders to sell their common stock in the secondary market which
may  have  a  material  adverse  effect  on  the  price  of  our  stock.

INVESTORS  WHO  NEED IMMEDIATE OR FUTURE INCOME SHOULD REFRAIN FROM THE PURCHASE
OF  OUR  COMMON  STOCK.


We do not intend to pay dividends to the holders of our outstanding common stock
in  the foreseeable future. Investors who need immediate or future income by way
of  dividends  from  their  investment  should  refrain from the purchase of our
common  stock.

                                    Page 11


ITEM  2:  DESCRIPTION  OF  PROPERTY

In  the  second  quarter of 2005 we moved our operations from Brooklyn NY to the
UK at  the  address  of:

195 The Vale London W3 7QS,
United Kingdom Tel: +44 208 746
2018  Fax:  +44  208  749  8025.

We  conduct  R&D  in  the  following  locations:

LaDIS  Ltd",
Id  No.  3  0  5  3  8  6  9  2
Legal  address:  79060,  Ukraine,
L`viv-60,  3  Naukova  Str.
Tel.:  +380  (322)  40-97-55
Mailing  address:  79060,  Ukraine,
L`viv-60,  p/o  box  2682

V-technology,  Ltd.
2027729000880
Address:  RF,  Moscow  117454,
Vernadskii  Prospect,  78,building.7

Silicon  Valley  PLC,
19  Cavendish  Square,
London  W1A  2AW

Turtle  Technologies  (India)  Pvt  Ltd,
'Prayogashala',  Auroville  605101,
Tamil  Nadu,  India



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

During  the  fiscal year ended on June 30, 2005, there were no matters submitted
to  a  vote  of  the  Company's  shareholders.



PART  II


ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  STOCK


As  of  June 30, 2005, the company had issued and outstanding 110,287,285 Common
Shares.  No  prefered  shares  have  been  issued  to  date.

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. The following table sets forth the range of high
and  low sale prices for our common stock for each full quarterly period for the
fiscal  year  ended  June  30,  2005.


FISCAL  YEAR  ENDING  June  30,  2005

Quarter                   Low   High
---------------------  ----  ----



First                   .07   .46
Second                  .05   .37
Third                   .055  .26
Fourth                  .25   .04



ITEM  5A.  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, 2005
Audited  by  Morgenstern & Company and for the year ending June 30, 2004 audited
by  N.  Blumenfrucht.

                               Page 12

<TABLE>
<CAPTION>



<S>                        <C>          <C>

                                June 30      June 30,
                                      2005      2004
                           -----------  --------

Income  from  Operations.          -0-       -0-
-------------------------  -----------  --------
Total Current Assets. . .      241,388   $   143,147
-------------------------  -----------
Total Assets. . . . . . .   15,539,062    15,147,078
-------------------------  -----------
Total Current Liabilities      136,393         53,314
-------------------------  -----------
Total Stockholders Equity   15,539,062    15,093,764
-------------------------  -----------



</TABLE>







ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION:

FORWARD  LOOKING  STATEMENTS

Some  of  the  information in this 8-K Report or the documents we incorporate by
reference  in  this  8-K  Report may contain forward-looking statements. You can
identify  forward-looking statements by the use of forward-looking language such
as  "will  likely  result," "may," "believes," "is expected to," "is anticipated
to,"  "is  forecasted  to,"  "is  designed to," "plans to," "predicts," "seeks,"
"estimates,"  "projects," "intends to" or other similar words. Important factors
that  could cause actual results to differ materially from expectations include:

     .  Failing  to  produce  a  workable  product.

     .  failure  to  raise  sufficient capital to fund business operating plans;

     .  market  conditions  and  demand  for  new  optical  storage  Media
        development  and  storage  technology;

     .  our  competitors'  ability  to  successfully develop new technologies to
        satisfy  demand  for  data  storage;

     .  difficulties  in  achieving  sales,  gross  margin and operating expense
        targets  based  on  competitive  market  factors;

     .  difficulties  in  competing successfully in the markets for new products
        with  established  and  emerging  competitors;

    .   difficulties  with  single  source  supplies, product defects or product
        delays;


     .  difficulties  in  forming  and  maintaining  successful  joint  venture
        relationships;

     .  difficulties  in  obtaining, maintaining and using intellectual property
        protections;

     .  changes  in  data  storage  technological  protocols  and  standards;

     .  difficulties in state, federal, foreign and international regulation and
        licensing  requirements;

     .  litigation  actions  by  directors,  employees,  investors  and  others;

     .  limited  operation  and  management  history;

     .  dependence  on  key  personnel;

    .   Inability  to  conclude  the  relationship  as  outlined in
         the letter of intent executed  with  E-World  and  Eros
         into  definitive agreements.

     .  other  factors  discussed  in  this  10K  Report

                           Page 13

See  Also  Risk  Factors  in  Item  1.  under  Business.

We  are  a development stage company currently engaged in the development of our
proprietary  technology,  VMD  , a next generation, high capacity  storage discs
as  described  in  the  "Business"  description.  We  have generated no revenues
to  date.

We  have  entered into agreements with V-Tech, LaDIS and Silicon Valley Plc. for
the research and development of the prototypes and Commercializing the Products.
V Tech, consists of a unique scientific and entrepreneurial team with many years
of  experience in optical storage Media development and specifically multi-layer
technology. All intellectual property, patents, equipment, know-how and products
developed  by  V-Tech,  LaDis and Silicon Valley Plc. belongs to us. The overall
management  of  our  Company  is  carried  out  from our headquarters in the UK.
Silicone  Valley  Plc.  and  V  Tech  are  related  parties.  See  Related Party
Transactions  #  3  and  6.  See also LaDis Agreement Exhibit 2 to 10K Report.

As  of September 30, 2004 we have completed the initial first-generation product
prototype  of  prerecorded  120  mm  Red Laser 20GB VMD (Multilayer Video Disc),
providing  180  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format.  During  the  second  quarter  we  achieved  six layers yielding 30GB of
storage  capacity  with  bit  rates  up  60 Mbs maximal, capable of playing High
Definition  content  for both HDTV and Digital Cinema on a single VMD Player. We
have  conducted  a  series of road shows across the globe to demonstrate the VMD
products  to  select  groups  at  CEBit,  Germany  in  the UK, India and the US.

The  company plans to begin to gear up for production of VMD discs in the fourth
quarter  2005.  In  order  to  do  so, the company will need to raise additional
capital  to  finance  the  manufacturing  facility  and  engineering  teams.

On  June  23,  2005, the Company converted the following outstanding obligations
owed  to two of its principal shareholders into The Common stock of the company.
May  Ltd. $87,000 debt converted into 1,740,000 Common shares TriGM Ltd. $87,000
debt  converted  into  1,740,000  Common  Shares. See Related Party Transactions
#  9.  See  also Incorporation by reference Exhibit  7.

On  June  24,  2005,  New  Medium  Enterprises,  Inc.  entered  into a strategic
agreement  with  Eros  Media  Ltd,  a  leading  distributor  of Bollywood movies
worldwide  and mainstream western media in India. See Incorporation by reference
Exhibit  9.

On  June  25,  2005,  New  Medium  Enterprises,  Inc.  and  E-World  Technology
Co.  Ltd.  Executed  a  Memorandum of Intent to form a joint R&D program for the
production  of  a  disc  player  which  will  incorporate/  combine  EVD and VMD
technologies.  See Incorporation by reference  Exhibit  10.


Plan  of  Operations  for  the  next  12  months:

The company's management plans to pursue an active policy towards growth and the
creation  of  revenue  through  means of strategic alliances, joint ventures and
acquisitions  within  the  realm of content providers, manufactures, replicators
and  drive  manufacturing  OEMs.

In  the  next  twelve  months, we plan to work towards finalizing the Letters of
Intent  with  E-World  and  executing  the  agendas  as  described.

NME  Inc  and E-World have been in dialogue since the beginning of the year, and
are  working  towards  finalizing  a  definitive  agreement  for  a  commercial
partnership  to  exploit  NME's  VMD  technology  under  which  the objective is
for  E-World  to adopt VMD for the Chinese market and upgrade their standard EVD
player  to  read  VMD  discs.

E-World  is  one  of  China''s  largest  DVD  and  consumer  electronics  design
companies.  They  own  EVD, a technology that currently includes a lower quality
High  Definition  optical  disc  and  player  format  validated  by  the Chinese
Government  for  the  Chinese  market.  E-World's EVD and other technologies are
DVD  'red  laser'  based  as  they  see  it  as  the  current  market  standard.

E-World  is  currently  seeking  expansion  funding and has aspirations to trade
outside  of  mainland  China.

We  are seeking growth funding and is keen to expand in to Far Eastern and other
emerging  DVD  markets.


E-World  provides  its  customers  with one-stop DVD based products and services
such  as  software  development,  hardware  design  and  system integration. The
Company's  current  main  products  are  special  EVD  chips  developed  in
conjunction  with US companies as LSI Logic (LSI), ST Microelectronic, and Sigma
Designs.

E-World owns EVD key technologies and the EVD trademark. The company has applied
for  29  items  technology  patents related to EVD of which 9 items have already
acquired  authorization  and  20  are  pending. An additional 40 items are being
prepared  for  application.

The  company's  aim  is  to  make  high  definition  multimedia  entertainment
possible  and  affordable  while allowing the partners upstream (content owners)
and  downstream (player manufacturers and content distributors) to maintain good
profit  margins.  By  using  the  current  generation  red  lasers  and  current
technology disc media, E-World recognized that red laser based disc formats were
currently  the  only  consumer  affordable  format able to make full use of High
Definition  Capable  Televisions  such  as  most Plasma Displays and LCD TV's as
well  as  some  Projection  TV's  and  CRT's.  This  makes  the  EVD,  and  by
agreement,  VMD  formats  a  very  attractive and cost effective product for any
markets  where  there  is  a  high  penetration  or  growing sales of HD capable
TV.

                                        Page 14

Foreign  control  of  core  intellectual  property  has  been  a  major  problem
restricting the development of the DVD industry of China for many years. Foreign
companies  mastered  and  control the kernel technology, and Chinese enterprises
have  been  restricted  to  the  role of only being the factories. The country's
industry  has  hoped  to  develop  its  own  kernel  technology  and  set up new
industrial  standards  to  control  its  own  fate.  EVD  became  that solution,
licensed  for  production  in  February  2005.

The business combination would allow E-World to expand overseas whilst enhancing
it's  EVD  red  laser  standard  with  VMD's compatible technology, gaining much
greater  capacity,  NME''s  Western  World  momentum  and  potential  markets.


E-World,  China

NME  Inc.  has  signed  a  Memorandum  of  Intent  with  E-World Technology Co.,
Ltd,  a  Chinese  public listed company engaged in the development of electronic
chip  and  board  technology. E-world is the developer of EVD which is currently
selling  in  China.  Under  the parameters of the agreement NME Inc. and E-world
will  collaborate  on  R&D  to  develop  a  dual  EVD/VMD  player.

E-world  will have access to the VMD technology in China, royalty free while NME
Inc.  will be free to market the player technology to the rest of the world, and
charge  a  royalty  for  it.

NME Inc. will also grant E-World the right to produce VMD optical discs in China
under  the  Brand  of  EVD.

For  such  a  right  NME Inc. will have the right to royalty payments as will be
agreed  by  separate  agreement. E-World has agreed to place an order of 100,000
VMD  discs  from  NME Inc. for pilot marketing work in China for 2005 subject to
the  positive  result  of  the  aforementioned  R&D  collaboration.

The  parties  are  working  towards establishing a joint international Marketing
company  operating  from  a jurisdiction outside of China, to market VMD and EVD
products,  including  the players, compression technologies, audio systems, VMDs
and  the  HD  digital  cinema  systems.

Additionally,  E-World  will  also  allow  NME to act as a marketing channel for
E-World  products  in  other  world  markets.


While  negotiations  are  ongoing and look favorable, there is no assurance that
there will be a successful conclusion to these negotiations and that the company
will  achieve its stated objectives in this relationship as enumerated above. As
with  any negotiations there is always the possibility of differences developing
in the fine points that may hamper a successful conclusion to this relationship.

Eros,  India

Bollywood  is  the  most prolific film industry in the world. Eros is the single
largest  International  distributor  of  Bollywood films worldwide with over 70%
market  share  in the business. It has distributed some of the biggest Bollywood
blockbusters  of  all  times  -  Dil  Se, Hum Aapke Hain Kaun, Taal, Saath Hain,
Dilwale  Dulhaniya  Le  Jayenge  to  name  a  few.  Eros''s  content  library
includes:  approximately  2,000  Indian  film titles approximately 20,000 Indian
music  and  dance  videos  documentaries,  sport  and  other  genres.

According to the Letter of Intent executed with Eros, see Exhibit 10 , Eros will
have  rights  to use VMD to distribute all the above content plus any new movies
acquired  or  produced  by  Eros and plans to do this on 500,000 VMD discs later
this  year.  Eros  plans  to show its movie Shabd at the Cannes film festival in
High  Definition  on  a  VMD  disc  and  corresponding  VMD  drive.

The  other key terms of the agreement are; Eros has the right to showcase all of
its  content  on VMD optical discs in high definition (HD) to promote itself and
its  content  to the market. Eros will commercialize at its own expense 50 block
buster  Bollywood titles for 2005. These expenses will include: manufacturing of
the  VMD discs stamping the content onto the discs distribution and marketing of
HD  Bollywood  movies  on VMD Eros will place an order for 500,000 VMD discs (50
films,  10,000 each) for Christmas 2005, with a mutually agreed replicator. Eros
has  taken  a  5%  stake  in  our  Company.

                                         Page 15


Short  Term

We  anticipate  The next stage of growth for the Company is securing the current
bridgehead  with  partners  and  with  funding in place the bring VMD to market:
Conclude  funding  round  and orchestrate pilot launch Early sales of content on
VMD  discs  with  content  partners. In order to execute the planned agenda with
E-World, we will be required to raise $5 Million in additional capital. See Also
Subsequent  Events  Regarding  the  $1,500,000  recently  raised  in the sale of
unregistered  securities.  According  to E-world it is seeking $8.5m funding for
growth  expansion,  which it anticipates will raise the revenues from $4.3m to $
13.0m  in the next financial period. We are seeking to raise an additional $3.5m
to  compliment  the  $4.0m  already  raised  through  investment  and  partners
facilities.  There  is no assurance that we and or E-world will be successful in
raising  additional  funds.

Medium  Term

Provided  we  are  successful  at our Short Term agenda, We anticipate The focus
will  change to support much larger and wider scale operations in support of its
partners  and  licensees,  establishing VMD as the key content delivery and data
storage  platform  in  target  markets:  Building  partners  and  channels  for
scalability  through  licensing  Securing  relationships  with  other OEMs, (for
future  HD  markets) Providing support and marketing operations with partners in
target  markets  and  regions Licensing VMD to a major blank disc replicator for
the  PC  market To have VMD firmware upgrade technology installed as standard in
all  new  DVD  players  being  produced  for  key  markets.

Long  Term

As  market  penetration  increases in each region, the Company's priorities will
emphasise  bringing  in  key  people  to  support  an international development,
licensing  and  brand  marketing  business,  and with an underlying strategy for
acquisition  from  this  forward.


Liquidity  and  Capital  Resources:

On  June  30,  2005,  we  had  available  in cash the sum of $196,529 . See also
additional  financing  we  secured  In  subsequent  events  item  #  14.


During  the  Fiscal  year ending June 30, 2005, the company raised funds through
warrant  exercise  and  private  equity  transactions  from  various  investors:

1.   During  the  first  quarter  we  generated  $62,500  from  warrant exercise
     proceeds.

2.   n  August 2004 the Company issued 5,000,000 common shares to an individual
     in  exchange  for  $1,000,000.  See  Incorporated  by  Reference Exhibit 1.

3.   During  the  second  quarter  we  generated  $100.000 from warrant exercise
     proceeds.

4.   On April 7, 2005 the Company received $200,000 investment from an
     accredited  investor,  May  Ltd.  an  affiliate of the Company. The company
     issued 10,000,000 Million common shares to the Investor at $0.02 cents (Two
     Cents)  per  share.  See  also  Related  Party  Transactions.  See  also
     Incorporated  by  Reference  Exhibit  3.

5.   On  June  14,  2005  the  company  received  $400,000.38 investment from an
     Accredited  investor. The company is issuing 5,804,594 common shares to the
     Investor  at  a  price of $0.0689 cents per share. See also Incorporated by
     Reference Exhibit 5.

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. As of June 30, 2005 no agreements have
been  undertaken  to  obtain  any funding. The warrants are exercisable at price
ranges  from $.25 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.

We  are currently in discussions with several possible sources of funds. Outside
Of  the  investment  of  $1,500,000  described in Subsequent Events, #14, no new
agreements  have  been entered into. There is no assurance that the company will
enter  into  an  agreement  for funding, or that funding will be available at an
acceptable  cost  of  funds.  In  the  event  the company is unable to raise the
necessary funds, it will be forced to significantly curb its activities in order
to  preserve  its  capital.

ITEM  7  .  FINANCIAL  STATEMENTS

                                         Page 16



                       MORGENSTERN  &  COMPANY,  CPA's,  P.C.
                          CERTIFIED  PUBLIC  ACCOUNTANTS
                          40  Exchange  Place,  Suite  1820
                               New  York,  NY  10005
                              TEL:  (212)  925-9490
                              FAX:  (212)  226-9134
                            E-MAIL:  MORGENCPA@CS.COM



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

We  have  audited  the  accompanying  consolidated  balance sheets of New Medium
Enterprises, Inc. (A development stage company) and as of June 30, 2005 and 2004
and  the  related  statements of operations, stockholders' equity and cash flows
for the period August 2, 1999 (inception) through June 30, 2005. 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 standards of the Public Company
Oversight  Board  (United  States).  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  June  30, 2005 and 2004 and the results of its operations and cash flows for
the  period  August  2, 1999 through June 30, 2005 in conformity with accounting
principles  generally  accepted  in  the  United  States.


The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
The  Company  has  incurred  net  losses since its inception and has experienced
severe  liquidity  problems.  Those conditions raise substantial doubt about its
ability  to continue as a going concern. The financial statements do not include
and  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


                              /s/ Morgenstern  &  Company,  CPA's,  P.C.
                              Certified  Public  Accountants


New  York,  NY
October  21,  2005




<TABLE>
<CAPTION>




                                         Page 17


                          NEW MEDIUM ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                              FOR THE YEARS ENDING
                          June 30, 2005 - June 30, 2004
<S>                                                                       <C>              <C>
                                                                          ASSETS

                                                                      JUNE 30, 2005    JUNE 30, 2004

CURRENT ASSETS
CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . .  $      196,529   $      103,930
INVESTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -            8,540
PREPAID EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -           30,667
ESCROW DEPOSITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          44,859                -

TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .         241,388          143,137

PROPERTY AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . .         179,140          158,040
LESS: ACCUMULATED DEPRECIATION . . . . . . . . . . . . . . . . . . . . .         (65,326)         (31,608)
                                                                                 113,814          126,432

INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . .      15,183,860       14,877,509

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   15,539,062   $   15,147,078


             LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
ACCRUED EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      136,393   $       53,314

      TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . .         136,393           53,314

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 PREFERRED STOCK $.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES;
 NONE ISSUED
 COMMON STOCK, $.0001 PAR VALUE,
 AUTHORIZED 200,000,000
 & 100,000,000 SHARES, ISSUED AND

 OUTSTANDING
 119,571,344 & 92,147,220 SHARES . . . . . . . . . . . . . . . . . . . .          11,957            9,215
 ADDITIONAL PAID IN CAPITAL. . . . . . . . . . . . . . . . . . . . . . .      18,827,404       16,443,185
 ACCUMULATED OTHER
COMPREHENSIVE (LOSS) . . . . . . . . . . . . . . . . . . . . . . . . . .         (15,980)         (11,658)
 DEFICIT ACCUMULATED DURING
 THE DEVELOPMENT STAGE . . . . . . . . . . . . . . . . . . . . . . . . .      (3,420,712)      (1,346,978)

 TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . .      15,402,669       15,093,764

TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . .  $   15,539,062   $   15,147,078

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
</TABLE>

                                                  Page 18

<TABLE>
<CAPTION>



NEW MEDIUM ENTERPISES, INC.
(A development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                     FOR THE PERIODS



   ACCUMULATED

                                                                            FOR THE YEAR      FOR THE YEAR       FROM INCEPTION
                                                                                ENDED             ENDED         (AUGUST 2, 1999)
                                                                            JUNE 30, 2005     JUNE 30, 2004    THRU JUNE 30, 2005
<S>                                                                       <C>                <C>              <C>


Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $              -   $            -   $          1,291.00

Operating Expenses

General and Administrative . . . . . . . . . . . . . . . . . . . . . . .           933,267           94,460             1,557,680
Research and Development Costs . . . . . . . . . . . . . . . . . . . . .           971,290                0             1,533,867
Officer's Compensation . . . . . . . . . . . . . . . . . . . . . . . . .           136,816           62,000               380,046
Loss on Disposition. . . . . . . . . . . . . . . . . . . . . . . . . . .                 0           16,345
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33,718           31,608                82,776

Total Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . .         2,075,091          188,068             3,570,714

Income (Loss) From Operations. . . . . . . . . . . . . . . . . . . . . .        (2,075,091)        (188,068)           (3,570,714)

Other Income
Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,557           31,585               148,911

Loss Before Income Taxes . . . . . . . . . . . . . . . . . . . . . . . .        (2,073,534)        (156,483)           (3,421,803)

Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               200                0                   200

Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (2,073,734)        (156,483)           (3,420,712)

Loss Per Common Share - Basic and  Diluted . . . . . . . . . . . . . . .             (0.02)           (0.01)
                                                                          -----------------  ---------------

Weighted Average Number of Shares Outstanding. . . . . . . . . . . . . .        84,543,598       49,515,851
                                                                          =================  ===============

The accompanying notes are an integral part of the financial statements

                                                Page 19


</TABLE>








                          NEW MEDIUM ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
                                 FOR THE PERIOD
                          JULY 1, 2003,- JUNE 30, 2005


Consolidated Statement of Cash Flows
For the Years Ended
                                                 June 30, 2005     June 30, 2004
Cash flows from Operating
Net Loss. . . . . . . . . . . .. . . . . .   ($2,073,734.00)    ($156,483.00)
Adjustments to reconcile net loss to
bnet cash provided
by operating activities
Depreciation. . . . . . . . . . . . . . .  .           33,718           31,608
Stock Issued for services rendered. . . .. .          452,961           62,000
Loss on sale of securities. . . . . . . .  .           (5,044)               -
Changes in assets and liabilities:
Change in current assets. . . . . . .  . . .          (14,192)         (30,667)
Change in current liabilities . . . . . . .            83,079           46,789

Net cash provided (used ) in operating
 activities . . . . . . . . . . . . . . . . . .   (1,523,212)         (46,753)
Cash flows from investing  activities
Proceeds from sale of securities. . . . . . .           13,584                -
Purchase (writeoff) of fixed assets . . .  .          (21,100)        (158,040)
Investment in Intellectual property . ...  .         (306,351)     (14,877,509)
Investment purchased net. . . . .    .   .          -                   107,183

Net cash provided (used ) in investing
activities. . . . . . . . . . . . . . . .             (313,867)    (14,928,366)

Cash flows from financing  activities
Issuance of shares for acquisition of
Intellectual property . . . . . . . . . .                           14,521,155
Proceeds from sale of shares and warrants
 to various
officers, founders and investors. . . ...            1,934,000      -

Net cash provided (used) by Financing
activities. . . . . . . . . . . . . . . .             1,934,000     14,521,155

Net increase (decrease) in cash . . . .                   92,599       (453,964)
Cash and cash equivalents, beginning of
period. . . . . . . . . . . . . . . . . .               103,930         557,894

Cash and cash equivalents, end of period.  $            196,529   $     103,930

Supplemental Disclosures
Noncash invetsing and financing activities
Issuance of common stock in exchange for
services. . . . . . . . . . . . . . . . .  $           452,961   $       62,000
Issuance of shares for acquisition of
intellectual property . . . . . . . . . .  $           306,351   $   14,521,155




The accompanying notes are an integral part of the financial statements

                                     Page 20


                          NEW MEDIUM ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                 FOR THE PERIOD
                          JULY 1, 2003,- JUNE 30, 2005

<TABLE>
<CAPTION>



                                                                         Retained       Accumulated
                       Per            Common Stock                  Additional        Earnings            Other

                       Share                                             Paid-in        (Accumulated   Compehensive
                     Amount      Shares            Amount             Capital         Deficit)            Loss            Total
<S>        <C>               <C>              <C>             <C>              <C>  <C>              <C>

Balance July 1
, 2003.                        18,429,444.00   $ 1,843.00  $ 1,867,402.00  ($1,190,495.00)    11,519   $     690,269.00
----------------  ---------------  --------------  ---------------  ----------------  ---------------
Issuances of Shares
To Officer-Services
Rendered.
October 2003          0.06    1,112,000.00        111.00                                         61,889.00         62,000.00
----------------  ---------------  --------------  ---------------  ----------------
Issuance of Shares
For Purchase of
Assets.
Of$                     0.20   72,605,776.00      7,261.00    14,513,894.00                                    14,521,155.00
----------------  ---------------  --------------  ---------------  ----------------
Comprehensive
Loss.                                                                                                (23,177.00)       (23,177.00)

Net Loss Year
Ended June 30 ,2004                                                                   (156,483.00)                 (156,483.00)

Balances June 30,2004       92,147,220.00     9,215.00     16,443,185.00 ($1,346,978.00) (11,658.00)  15,093,764.00

Warrants Exercised
July & August 2004. $0.25     250,000.00        25.00          62,475.00                                          62,500.00
------------------------------------------------------------------------------------
Issuance of Shares
Services Rendered
August 2004  $         0.30     100,000.00        10.00          29,990.00                                          30,000.00
---------------------------------------------------------------------------- ------
Issuance of Shares
Services Rendered
August 2004            0.40     875,000.00        88.00         349,912.00                                         350,000.00
--------------------------------------------------------------------
Sale of Common
Shares- Investor
August 2004  $         0.20   5,000,000.00       500.00        999,500.00                                       1,000,000.00
--------------------------------
Issuance of Shares
Services Rendered
September 2004.       0.17        6,315.00          0.00          1,074.00                                           1,074.00
---------------------------------------------------
Warrants Exercised
Oct. Nov. Dec.2004    0.25      390,000.00        39.00         97,461.00                                          97,500.00

Issuance of Shares
Services Rendered
November &
December 2004          0.24       18,215.00         2.00           4,385.00                                           4,387.00
             ----------------  ---------------  -----
Issuance of Shares
For Services
Rendered Jan-2004
Until May 2005. .     0.05       1,500,000.00   150.00           67,350.00                                         67,500.00
--------------------------------   ----------------  --
Sale of Common
Shares to Investor
  May 2005              0.02      10,000,000.00 1,000.00         199,000.00                                        200,000.00
 ----------------  ---------------  --------------  --
Conversion of
Outstanding Debt.     0.05       3,480,000.00   348.00         173,652.00                                         174,000.00

Sale of Common
Shares to
Investor May 2005
Stock Issued August   0.07       5,804,594.00   580.00         399,420.00                                         400,000.00
Net Loss Year
Ending June 2005. .                                                                      (2,073,734.00)            (2,073,734.00)

Balances June 30,2005         19,571,344.00  $11,957.00   $18,827,404.00     ($3,420,712.00) ($15,980,00)$15,402,669.00

</TABLE>



                                                Page 21


                          NEW  MEDIUM  ENTERPRISES,  INC.
                          (A  development  stage  company)
                          NOTES  TO  FINANCIAL  STATEMENTS
                                  JUNE  30,  2005

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  Company's original
intention  was  to  operate as an Internet based E-commerce Company. Several web
sites  were  formulated whose purpose was the sale of various goods and services
to  both  consumers  and businesses. During a prior fiscal period management gad
decided  to  cease  any  further  expenditures in regard to the web site and had
written  off  the  total  cost in the prior period. The Company has acquired the
rights to and is currently developing a new DVD format. It is expected to have a
full  prototype  in  the  near  future.  As of the June 30, 2005 the Company had
generated  minimal  revenues  and  is  considered  a  development stage company.
Management  is  pursuing  additional  capital  through  various  methods.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation

The  financial  statements  include the accounts of New Medium Enterprises, Inc.
and  its  subsidiaries.  Intercompany  transactions  and  balances  have  been
eliminated. Equity investments in which we exercise significant influence but do
not  control  and  are  not  the primary beneficiary are accounted for using the
equity  method.  Investments  in  which  we are not able to exercise significant
influence  over  the  investee  are  accounted  for  under  the  costs  method.

Foreign  Currencies

Assets  and  liabilities  recorded  in  foreign currencies are translated at the
exchange  rate on the balance sheet date. Revenue and expenses are translated at
average  rates  of  exchange prevailing during the year. Translation adjustments
resulting  from  this  process  are  charged  or credited to Other Comprehensive
Income  (OCI).


                          NEW  MEDIUM  ENTERPRISES,  INC.
                          (A  development  stage  company)
                          NOTES  TO  FINANCIAL  STATEMENTS
                                  JUNE  30,  2005

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally 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
statement.  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  are recorded at cost and depreciated or amortized over
the  estimated  useful  lives  of  the  assets  (three to seven years) using the
straight-line  depreciation  method  allowed  by  the  Internal  Revenue  Code.

Intangible  Assets


Intangible  assets  are  amortized  using  the  straight-line  method over their
estimated  period  of  benefit,  ranging  from one to ten years. We evaluate the
recoverability of intangible assets periodically and take into account events or
circumstances  that  warrant  revised estimates of useful lives or that indicate
that  impairment  exists.  All  of  our  intangible  assets  are  subject  to
amortization.  No  impairments  of intangible assets have been identified during
any  of  the  periods  presented.
                                           Page 22


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)


The  components  of  finite-lived  intangible  assets  are  as  follows:

                                June  30,  2005    June  30,  2004

                                 $15,183,860      $14,877,508

Components  of  finite-lived
Intangible  assets  acquired
During  fiscal  years  ended       June  30,  2005    June  30,  2004

                                $     306,351     $14,877,509



The estimated future amortization expense related to intangible asset as of June
30,  2005  is  as  follows:


                           2006                      1,518,386
                           2007                      3,036,772
                           2008                      3,036,772
                           2009                      3,036,772
                           2010                      3,036,772

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, 2005 and 2004
there  were  no  significant  revenues.




                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Research  and  Development
Research  and  development  expenses  include  payroll,  employee  benefits,
stock-based  compensation,  and  other  headcount-related  costs associated with
product  development.  We have determined that technological feasibility for our
software  products  is  reached  shortly  before  the  products  are released to
manufacturing. Costs incurred after technological feasibility is established are
not  material,  and  accordingly,  we expense all research and development costs
when  incurred.

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  anti-dilutive.

Stock  -  Based  Compensation

As permitted by Statement of Financial Accounting Standards No. 123, "Accounting
for  Stock  Based  Compensation" ( SFAS 123). The Company continues to apply the
accounting  rules of APB No. 25. APB No. 25 measure compensation expenses on the
first  date  at  which both numbers of share and exercise price are known. Under
the  Company's  plans this would typically be the grant date. To the extent that
the  exercise  price equals or exceed the market value on the date of the grant,
no  compensation  expenses  is  reorganized  under  this  accounting  treatment.

NOTE  3  -  LIQUIDITY  AND  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
upcoming  fiscal  period.  Based  upon the cash utilization rate and in order to
maintain  the  Company  for  the  following  year, management will have to raise
additional  funds  through  equity  and  or  debt financing. Its is management's
opinion  that  it  can   raise  the  needed  capital.

                                      Page 23




                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005




NOTE  4  -  INVESTMENT  IN  INTELLECTUAL  PROPERTY

On  January 13, 2004, the Company acquired the business and all the intellectual
property  assets  pertaining  to  a new DVD format from Multidisk Ltd. and TriGM
International  SA.  In  connection  with  the  acquisition  the  Company  issued
72,605,776  shares  of  its  stock to the shareholders of   MultiDisk and TriGM.
These  shares  were  valued  at  $14,521,155, which approximates the fair market
value  of that property. The Company also paid additional fees in funding, legal
and  brokerage fees, which have been capitalized, part of these funds ($150,000)
was  allocated  to  Machinery  and  Equipment.

The asset "Investment in Intellectual Property" , having a definite life will be
amortized  over its expected life using the straight-line method starting in the
period reflecting the pattern in which the Company use up the benefits the asset
provides.

NOTE  5  -  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 period. A valuation allowance is
deferred  tax  asset will not be realized. As of June 30, 2005 the Company had a
Federal  and State tax net operating loss of approximately $991,000. 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.


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE  6  -  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 Taxes 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  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 o longer feasible and had
written  of  the  remaining  balance  and  expensed  it  during  that  period.

                                     Page 24

NOTE  7  -  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.

No  value  has  been  assigned  to  these  investments.

NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES

The  Company  rents  space  from  a  related  party  on  a  month-to-month base.

In  connection  with  the  acquisitions  the Company issued 72,605 shares of its
stock  to  the  shareholders of Multitask and TriGM. These shares were valued at
$14,521,155,  which  approximated  the  fair  market  value  of  these  shares.
Additionally,  the  Company  offered Series A warrant holders the right to lower
the  exercise price for $1.50 to $.25 a share in return for assigning six out of
seven  warrants  to certain parties providing services to the Company in lieu of
compensation.  A  total of 1,300,000 warrants were lowered to .25 cents exercise
price.  On July 18, 2003 the Board of Directors voted to extend the Series A, B,
C,  D  and  E  warrants  until  July  2005.  According the acquisition agreement


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES  (continued)

With  MultiDisc  Ltd  and  TriGM  International, the Company was obligated t pay
certain  milestone  payments  amounting  to  $87,000 to each upon the raising of
capital  in  excess  of  $500,000.  Payment  total  $174,000. In August 2004 the
Company  entered  into consulting agreement for consulting services. The Company
paid a fee of $75,000 and issued 875,000 common shares the shares were valued at
$.40,  which  approximates  the  fair  market value of the shares at the date of
issuance.

Legal  Proceedings

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


Related  Party  Transactions

The  Company  rents  space  from a related party. Rent expense to the year ended
June  30,  2005  totaling  $46,683.  During  the ordinary course of business the
Company  has obtained short-term working capital loans from both related parties
and  investors.  There  are  no  balances  due  as  of  June  30,  2005.

NOTE  9  -STOCKHOLDERS'  EQUITY

The  Company's authorized capital stock consists of 100,000,000 shares of common
stock  (par value of $.0001) and 10,000,000 shares of non-voting preferred stock
(par  value  $.001).

The  original  par  value  had  been $.001 per share. In January 2004 management
voted to reduce the par value to $.0001 per share. The financial statements have
been  restated  retroactively  to  recognize  the  new  valuation.

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

                                        Page 25


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE  9  -STOCKHOLDERS'  EQUITY  (continued)

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 Class 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
class  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.


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE  9  -STOCKHOLDERS'  EQUITY  (continued)

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.

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.

                               Page 26

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

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



                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE  9  -STOCKHOLDERS'  EQUITY  (continued)


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.  These shares were valued at $300,
which  represents  the  fair  market value at the date of issuance and have been
charged  to  the  statement  of  operations.

On  October 2003 the Company issued 1,112,000 common shares to its president for
services  rendered.  These  shares  were valued at $62,000, 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.

In January 14, 2004 the Company voted to raise the authorized common shares from
100,000,000  to  200,000,000  and  changed  the  par  value to $.0001 per share.

On  July  22, 2004 the Company issued 100,000 shares to a consultant. The shares
were  valued  at  30,000.

On  July  22, 2004 the Company issued 100,000 shares to a warrant holder against
receipt  of  $25,000 in Warrant Exercise proceeds. Shares were valued at 25,000.

On  August 5, 2004 the Company issued 150,000 shares to a warrant holder against
receipt  of  $37,500 in Warrant Exercise proceeds. Shares were valued at 37,500.

On  August  11,  2004 the Company issued 555,000 shares to a shareholder part of
the  acquisition  group which shares should have been issued on January 14 along
with  the  other  issuances.  Valuation  of  the  shares  was  included  in  the
calculations  of  January  14,  2004  for  an  aggregate  of  $14,521,155.

                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE  9  -STOCKHOLDERS'  EQUITY  (continued)

On  August 6, 2004 the Company entered into a Consulting Agreement with Business
Plans  Ltd.  for  consulting services pertaining to strategic planning, business
management,  marketing,  strategic alliances, and industry contacts. The company
paid a fee of $75,000 and issued 875,000 on August18 as of August 6. Shares were
valued  at  350,000.

On  September  14,  2004 the Company issued 6,315 shares to a consultant. Shares
were  valued  at  1,074.

On  November  4,  2004  the  Company  issued  100,000 shares to a warrant holder
against  receipt  of $25,000 in Warrant Exercise proceeds. Shares were valued at
25,000.

On November 8, 2004 the Company issued 7,500 shares to a consultant. Shares were
valued  at  1,875.

On  November  29,  2004  the  Company  issued 100,000 shares to a warrant holder
against  receipt  of $25,000 in Warrant Exercise proceeds. Shares were valued at
25,000.

On  December  2,  2004  the  Company  issued  100,000 shares to a warrant holder
against  receipt  of $25,000 in Warrant Exercise proceeds. Shares were valued at
25,000.


                                            Page 27

On  December  10,  2004  the  Company  issued  90,000 shares to a warrant holder
against  receipt  of $25,000 in Warrant Exercise proceeds. Shares were valued at
25,000.

On  December  23,  2004 the Company issued 11,250 shares to a consultant. Shares
were  valued  at  1,812.

On  May  9,  2005  the Company issued 1,500,000 common shares to its former CEO,
Ethel  Schwartz for services rendered from January 2004, until May 2005, in lieu
of  cash  salary.  Shares  were  valued  at  $67,500.


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005



NOTE  9  -STOCKHOLDERS'  EQUITY  (continued)

On  May  10, 2005 the Company issued 10,000,000 common shares to May Ltd against
receipt  of $200,000. May Ltd. is an affiliate of the company, see related party
transactions.

On  June  23,  2005, the Company converted the following outstanding obligations
owed  to two of its principal shareholders into the common stock of the company.
May  Ltd.  $87,000  debt  converted  into  1,740,000  common  shares
TriGM $87,000 debt converted into 1,740,000 common shares. Shares were valued at
$87,000  for  each  issuance.

On  June 14, 2005 the company received $400,000.38 investment from an accredited
investor.  The  company  is issuing 5,804,594 common shares to the investor at a
price  of  $0.0689  cents  per  share  valued at $278,629. Shares were issued on
August  18,  2005  as  of  June  14,  2005.  The investor will have the right to
exercise 2,000,000 common shares at the price of $.10 cents per share within 180
days  from  June  9,  2005.

In  connection  with the acquisition the Company issued 72,605,776 shares of its
stock  to  the  shareholders of Multitask and TriGM. These shares were valued at
$14,521,155,  which  approximated  the  fair  market  value  of  these  shares.
Additionally,  the  Company  offered Series A warrant holders the right to lower
the  exercise price for $1.50 to $.25 a share in return for assigning six out of
seven  warrants  to  certain parties involved in the abovementioned acquisition.
This  warrants were transferred in lieu of compensation for services rendered. A
total  of  1,300,000  warrants  were  transferred.

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.




                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE  10  -  SUBSEQUENT  EVENTS

On  August  18, 2005 the Company issued 1,000,000 shares to Mahesh Jaranayaranan
our  CEO  who allocated 750,000 of these shares to affiliates and various family
members.  Shares  were  valued  at  $100,000.

On  August  18,  2005  the  Company issued 84,768 to Quoros Limited for services
rendered.  Shares  were  valued  at  $8,476.

On  August  18, 2005 the Company issued to Eros Media Ltd. 5,515,354 pursuant to
an  agreement  into  by  and between Eros Media Ltd. and New Medium Enterprises,
Inc.  Shares  were  valued  at  $551,535.

On  September  15,  2005  as  of  June  28,  the  Company  issued 915,080 to the
pre-acquisition  shareholders for their contribution of approximately $46,000 in
excess  funds  over  and above the required amount of $589,500. Shares valued at
$46,000.

                                     Page 28

On  September 20, 2005 the Company issued 250,000 shares to its COO for services
rendered.  Shares  were  valued  at  $25,000.

On  September 20, 2005 the Company issued 250,000 shares to its CFO for services
rendered.  Shares  were  valued  at  $25,000.

On  September  20,  2005  the  Company issued 250,000 shares to its Chairman for
services  rendered.  Shares  were  valued  at  $25,000.

On  September  20,  2005  the Company issued 250,000 shares to its Treasurer for
services  rendered.  Shares  were  valued  at  $25,000.

On  September  20,  2005  the  Company  issued  1,000,000  shares to its CEO for
services  rendered.  Shares  were  valued  at  $100,000.

On  September  20, 2005 the Company issued 2,000,000 shares to Andrew Danenza, a
consultant  to  the  Company.  Mr.  Danenza is the son of Ann Kallgren who is an
affiliate  of  the  company.  Shares  were  valued  at  $200,000.




                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE  10  -  SUBSEQUENT  EVENTS  (continued)

On  September 20, 2005 the Company issued 2,000,000 shares to Eugene Levich, the
CTO  for  services  rendered.  Shares  were  valued  at  $200,000.

On  September  20,  2005  the Company issued 350,000 shares to seven parties for
services  rendered. Shares  were  valued  at  $35,000.

On  September  15 and 20, 2005 the Company has issued 7,500,000 common shares at
$0.10/share  to  one  investor and 5,000,000 common shares at $0.15/share to the
other.


NOTE  10  -  SUBSEQUENT  EVENTS  OTHER

Subsequent  Events  Other:

1.  July  31, 2005 the Board of Directors voted to extend the Series A
 and Series C warrants until July 31, 2006.  The Series B, D, and E have
 expired.

2. On August 4, 2005 the Company signed a new lease, commencing October 1, 2005,
calling  for  a  month-to-month  rent  of  approximately  $4,680.



Off-Balance  Sheet  Transactions:

We  have  not  entered  into any Off Balance Sheet transactions as of 6-30-2005.



ITEM  8.   CHANGES  IN  &  DISAGREEMENTS  WITH  ACCOUNTING  AND  FINANCIAL
DISCLOSURES

On  October  10,  N. Blumenfrucht CPA PC resigned as auditor. On October 12, the
Auditing firm of Morgenstern & Company was appointed as our independent auditor.
Morgenstern & Company conducted the audit for the fiscal year ending 2005. There
were  no  disagreements  with  Mr. Blumenfrucht as per 8K filing, see Subsequent
Events  item  16.


ITEM  8A.  FINANCIAL  CONTROLS  &  PROCEDURES:

The  Company's Chief Executive Officer (CEO) periodically reviews the design and
effectiveness  of  its  disclosure  controls  and  internal  controls, and their
associated  procedures, over financial reporting. The CEO makes modifications to
improve  the  Company's  disclosure controls and internal control structure, and
may  take  corrective  action,  if  such  reviews  identify  a  need  for  such
modifications  or  actions.

A  control  system,  no matter how well conceived and operated, can provide only
reasonable,  not  absolute,  assurance that the objectives of the control system
are  met.  Further,  the  design  of a control system must reflect the fact that
there  are resource constraints, and the benefits of controls must be considered
relative  to  their  costs.  Because  of the inherent limitations in all control
systems,  no  evaluation  of  controls  can  provide absolute assurance that all
control  issues  and  instances  of  fraud, if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can  be faulty, and that breakdowns can occur because of simple
error  or  mistake.

Additionally,  controls  can  be circumvented by the acts of some persons, or by
management override of the control. The design of any system of controls also is
based  in  part  upon certain assumptions about the likelihood of future events,
and  there  can  be  no  assurance that any design will succeed in achieving its
stated  goals  under  all  potential  future conditions; over time, controls may
become  inadequate because of changes in conditions, or the degree of compliance
with  the  policies  or  procedures  may  deteriorate.  Because  of the inherent
limitations  in a cost-effective control system, misstatements may occur and not
be  detected,  especially  as  a  result  of operational activities occurring in
countries  outside  of  the  USA.

                                     Page 29


During  the  quarter  ending  December  31,  2005  we  have  evaluated, with the
participation of the Company's former CEO and the Company's Treasurer who was up
until  June 21, 2005 Chairman of the Board of Directors the effectiveness of our
disclosure  controls  and procedures as of December 31, 2004. Since August, with
the  re-establishment  of the Company's UK office, the Treasurer and Chairman in
the  UK  office  handles  the  Company's  funds  and disbursements out of the UK
office, formerly handled by our CEO. In the course of the audit for the previous
quarter, the Company's former CEO identified certain areas in the authorization,
allocation  and documentation of expenses administered out of the UK office that
the  Company's  former  CEO  believed  needed  to  be  improved. As a result the
Company's  former  CEO has disseminated procedures to strengthen the allocation,
documentation,  certification  &  authorization  of  expenses.

During  the  following  quarter  ending  March 31, 2005 the Company continued to
experience  weakness  in  the  enforcement  of financial controls related to the
allocation  and  authorization  of  disbursements  of  funds, and in conflict of
interest  issues.  The Company has taken this matter seriously and has addressed
these  issues  with  the assistance and guidance of an SEC attorney. The Company
has  since  designated  our Chief Operations Officer in the UK to conduct on the
premises  guidance and supervision of corporate governance issues and compliance
procedures.  During  the  audit  conducted  by Morgenstern & Company no material
weakness  was  found.  As  a  result,  we  believe  that disclosure controls and
procedures  currently in place are effective to ensure that the Company records,
processes,  summarizes, and reports information it is required to be disclose by
the Company in its annual reports filed under the Securities Exchange Act within
the time periods specified by the Securities and Exchange Commission's rules and
regulations.

ITEM 8b   OTHER

NONE

PART  III



<TABLE>
<CAPTION>

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS


Name                  Age     Position
<S>                   <C>                     <C>

Rupert Stow. . . . .                82  Chairman
--------------------  ----------------  -------------------
Mahesh Jaranayaran .                53  CEO, Director
--------------------  ----------------  -------------------
Dr. Eugene Levich. .                57  CTO, Director
--------------------  ----------------  -------------------
Alexander B. Hagerty                24  COO,
--------------------  ----------------  -------------------
Irene Kuan . . . . .                49  Treasurer, Director
--------------------  ----------------  -------------------
Rahul Didi . . . . .                45  Director
--------------------  ----------------  -------------------
</TABLE>


During  the fiscal year ending June 30, 2005, the following changes were made to
the management team. Ethel Schwartz, Alex Libin and Yehudit Hirsch resigned from
their  positions  in  May 2005. See Incorporated by Reference Exhibit 4. In June
2005,  the  newly  appointed  Executive staff were named to the senior executive
team.  See  Incorporated  by  Reference  Exhibits  2,6,  and  11.

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

APPOINTMENT  OF  RUPERT  STOW  AS  CHAIRMAN,  AND  DIRECTOR

On  June  14,  2005 the board of Directors appointed Mr. Rupert Stow as Chairman
and Director of New Medium Enterprises, Inc. For the past five years, Mr. Rupert
Stow  has  been  a  consultant  in  the  fields  of digital television and HDTV,
specializing  in production systems analysis, market penetration and ROI. In his
30-year  career  at CBS, he planned and monitored the introduction of Electronic
Newsgathering,  the  Electronic  Still  Store,  and  a  multi-cassette cartridge
playback machine for news and commercials. For 20 years, he has been involved in
HDTV  program  production,  its economics, and the development of a single world
standard for HDTV program production and international exchange. As Chair of the
FCC's Advisory Committee on Advanced Television Services, Planning Subcommittee,
Working Party on Economic Factors and Market Penetration, this work led directly
to  the completion of a North American Standard for the terrestrial transmission
of  programs  in  HDTV  and  other  digital formats. During the space race, Stow
developed  an  image  dissector  for the Lunar Orbiter; During the Cold War, the
Luxicon camera tube for the USAF, and, during the World War, a bolometric camera
tube  for  night  time  tank  battles.


                                     Page 30

APPOINTMENT  OF  MAHESH  JAYANARAYAN,  AS  CEO  AND  DIRECTOR

On  June  14,  2005, the Board of Directors appointed Mr. Mahesh Jayanarayan, as
President and CEO of New Medium Enterprises, Inc. Mr. Jayanarayan, has served as
a  self  employed  Business  and  Technology  consultant for the past ten years.
During this time he has consulted and acted as an executive advisor to the board
of  a  number  of  Private  and Public companies. Within this scope, he has been
involved  in  business  creation  and  development,  and  strategic  corporate
management,  tailored  to  a  number  of  different  markets.  He  has  a  keen
understanding  on  how  to  effectively control the core business processes of a
company whilst increasing their market share and profitability at an accelerated
rate.  His  specializations  are  in  Corporate Finance, Marketing, Planning and
Corporate  Rescue:  due  to his long experience of working with and within large
investment  banks and as a Business Consultant to many companies. His career has
shown consistent proof in advising technology companies to understand, identify,
and  evaluate  emerging  technologies;  allowing  for  clear judgment, essential
timing  and  vital maturity in delivering a finished product to market. Prior to
Mr.  Jayanarayan's  appointment at CEO, he was a consultant to the company Since
August  2004.

JULY  1, 2005 APPOINTMENT OF PROFESSOR EUGENE LEVICH, AGE 56 AS CHIEF TECHNOLOGY
OFFICER  (CTO)

On  July  1,  2005,  the Board of Directors appointed Professor Eugene Levich As
Chief  Technology  Officer,(CTO).  From  2002-2005  Dr.  Levich  has  been  an
independent Consultant to several companies developing new generation of optical
storage based on multilayer concept. In 1999- 2002, Dr. Levich was President and
Chairman  of  the  Board of Directors of Constellation, Inc. Constellation 3D, a
NASDAQ  company,  developed  new  generation  technology  of optical storage for
application  in consumer electronics (High Definition TV and Digital Cinema) and
professional  storage markets. (From 2002 onward, the development of fluorescent
based  storage  has  been  carried  out  by  US  based  company  D  Data  Inc.)

From  1996-1998  Dr.  Levich  was  President  and  Chief  Scientist of a private
company-Medevi  Ltd.- developing general principles of new generation of optical
storage-multilayer disks and cards. From 1991-1995 Dr. Levich was Senior partner
and  Chief  Scientist  in Orlev Scientific Ltd. - subsidiary of Ormat Industries
Ltd.,  Israel(Orlev  integrated  US-Israeli  team  of  distinguished  scientists
developing  industrial  implementations  of  new  technologies for management of
turbulent flows in pipes and aeronautics. Dr. E. Levich has discovered, together
with  Professor  Lawrence Sirovich of Rockefeller University, previously unknown
basic  principles  governing  turbulent flows). From 1981- 1991 Dr. Levich was a
Professor  of  Theoretical  Physics  and  Professor  of  Engineering at the City
University  of  New  York.

EDUCATION

M.Sc.  in  Physics,  1968,  from  Moscow  State University; Ph.D. in Theoretical
Physics  from  the  Landau  Institute  of  Theoretical  Physics,  1970.

Dr.  E.  Levich was awarded major research grants by the US Department of Energy
for  seven  (7)  consecutive  years  from  1983 to 1991, and by National Science
Foundation  in  1990  and  1991.

PUBLICATIONS

E.  Levich  published  over  90  papers  and book contributions in the fields of
astrophysics,  nonlinear  phenomena  &  chaos,  turbulence in fluids and optical
storage.  His  main  research interest for the last 10 years has been in optical
storage.  E.  Levich  is  the author of over 40 patents, supported in the US and
world  wide,  in fundamental fields of technology, ranging from managing of drag
and  heat  exchange in turbulent flows to new generation of optical storage. His
most  recent  scientific  contributions in the field of turbulence of fluids and
turbulence  control  were  published  in the monograph -Turbulence Structure and
Modulation  (Springer,  Wien  -  New  York,  2001).

July  1, 2005 APPOINTMENT OF ALEXANDER BOLKER-HAGERTY Age 24 AS CHIEF OPERATIONS
OFFICER.

On  June  30, 2005 the board of Directors appointed Mr. Alexander Bolker-Hagerty
as  Chief  Operating  Officer  of  New  Medium  Enterprises,  Inc. Mr. Alexander
Bolker-Hagerty  has  been  working  as  a  consultant  and  as  NME's  Business
Development Manager at their global headquarters in London, United Kingdom since
April  2005.  Actively  involved  in  every  aspect of the business, he has been
organizing  and  promoting NME's business strategy and coordinating developments
into  new vertical markets and geographical regions. Over the past six years and
while earning his degree (2000-2004), Mr. Bolker-Hagerty has trained in multiple
industries  and  countries  in  Europe and North America, notably in the premium
luxury  consumer  goods market within his family business: Hagerty. Based in the
Principalities  of  Monaco  and  Liechtenstein, he was Head of Operations of the
Export Division, where he oversaw business development and sales of niche market
products  in  over  80  countries.

                                          Page 31

Mr.  Bolker-Hagerty  was  educated  in  many  countries, is quadric lingual, and
possesses  a  library  of international contacts which attracted him to numerous
Project-  and  Product  Management  experiences in Construction, of the new Port
Hercule of Monaco, with SGTM and Engeco; in Private and Investment Banking, with
Metzler Bank of Germany and Schroder Salomon Smith Barney of the United Kingdom;
and  in Consumer Products with Unilever of the Netherlands and Rehau of Germany.
Mr.  Bolker-Hagerty  received  his Bachelor of Science in International Business
Management and Russian from Babson College and Wellesley College, Massachusetts,
USA



APPOINTMENT  OF  RAHUL  DIDDI  AS  DIRECTOR

On  June  14,  2005  Mr.  Rahul  Diddi  was  appointed as Director of New Medium
Enterprises,  Inc.  Mr.  Diddi  has been self employed as a Financial Advisor on
Russian,  Ukrainian, Kazakh and Indian capital markets since 1990. His specialty
sectors include beer, tires, metals, energos (utilities) and second tier oil and
telecom stocks as well as high yield local currency sovereign and corporate debt
of  emerging  market  countries  such  as Ukraine, Russia, Romania, Bulgaria and
Serbia.  Rahul  maintains  active  relationships  with  several  Russia-oriented
Institutional  funds  and strategic investors in these sectors and has worked in
New  York  with  Russian  Investment Banks such as Sovlink, CentreInvest, and US
NASD  brokerage  house  H.  Rivkin  & Company (1998-2004). Mr. Diddi worked as a
consultant on a US AID funded project (1994-95) advising the Republic of Moldova
in  the  mass  privatization  of  large  enterprises.  He also worked on several
projects  funded  by  The  World  Bank  (Restructuring  of a large Electric lamp
manufacturer  in  Moldova;  1996) and The Asian Development Bank (Development of
the  wool  industry in Kazakhstan; 1997). Rahul served as a financial advisor to
joint  ventures established in the Former Soviet Union (such as GPX Construction
Group  of  Pennsylvania).  He worked as a financial advisor at the Austrian Bank
Creditanstalt  Bankverein  in  New  York (1990-1992) and advised clients such as
Sheraton  ITT,  Transammonia Corp. and others on hotel and infrastructure (port)
financings  in  Russia  and  Ukraine. Mr. Diddi was a graduate fellow at Western
Michigan  University  (1984-85),  where  he  earned a Masters degree in Business
Administration  (MBA)  in  Finance  (1985).  He  holds  a  M.S. with distinction
(Mechanical  Engineering)  from  The  Russian  Friendship  University in Moscow,
Russia  (1983).  Prior  to  that  he attended Punjab University in India and was
awarded  a  gold  medal in mathematics. Rahul is fluent in Russian and served as
the  simultaneous  interpreter  for  President Gorbachev at the Reagan-Gorbachev
Summit  in  Washington  DC  (1987;  C-SPAN  TV).


IRENE  KUAN, DIRECTOR: On June 14, 2005 Irene Kuan voluntarily resigned from her
position as interim Chairman and interim CEO but retained her role as Treasurer.
Irene  is  a  qualified  accountant  and as more than 20 years experience in the
accounting  profession  in the United Kingdom. She has vast experience in audits
of  large public limited companies and has worked in the Insurance, Investments,
Property and Retail Management industries. From November 2003 to the Present she
has been employed by Visson Technologies U.K as Finance Director. From May 2003,
until  November  2003  she was on a Sabbatical. From August 2, 2002 to May 2003,
she  was  employed  as  an accountant and financial consultant to Euromaz Group.
From  April  2002  to  until  August 2002 , she was self employed in Real Estate
renovation.  From  December  2001  to  April  2002  Irene  was employed by Hardy
Underwriting Group where she served in a finance operations capacity. From April
1991-  November  2001 she was employed by Arig Insurance company Limited from in
an  Accounting  & operations capacity. She has worked at management level in the
United  Kingdom for the last 8 years and is now at Board holding several finance
directorship  of UK companies, including a public company. Irene will manage the
company's  finances  and  will contribute towards the company's future expansion
plans.  Irene  currently  hold  finance directorship in the following companies:
Silicon  Valley  Plc,  Visson  Displays Limited, HD Clearview Limited, Siptelcom
Limited  Wilton  Business  Solutions  Limited,  &  Wilton  Claims  Ltd.

BARRY WILLIAMSON was appointed Director of our company since September 13, 2004.
Mr. Williamson has been the President and principal owner of Williamson & Co., a
U.K  Real estate entity engaged in sales, rentals, & construction, & raising the
finance  for  the  multimillion  pound developments he has been involved in. Mr.
Williamson  is  a Fellow of The Chartered Management Institute, Fellow Institute
of  Sales & Marketing Management, and a Member of The Land Institute. Williamson
and  Co  also runs an executive head hunting and recruitment placing specialized
persons  in  jobs  in  the  Middle  East.

ITEM  9A.  COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

May Ltd. is an affiliate of the company who files their ownership reports on 13d
form.  On  April  7, 2005 May Ltd. purchased shares of the company common stock,
and  reported  it on May 20, 2005 in a 13d filing. The late filing resulted from
the signatory being unavailable as a result of traveling. The sale of the shares
to  the  affiliate  was  reported  in  an  8K  filing  on  April  8,  2005.

There  was no other incident of late filing by an officer or director during the
fiscal  year  ending  June  30,  2005.

ITEM  10.  EXECUTIVE  COMPENSATION



The  following  represents  that  annual  compensation  to  be paid to Executive
Officers  &  Directors:

<TABLE>
<CAPTION>


                               COMPENSATION  TABLE

Annual               Date of
Compensation:       Appointment
<S>                              <C>                  <C>       <C>
Rupert Stow . . . . . . . . . .  Chairman             $ 12,000  6-14-2005
-------------------------------  -------------------  --------  ---------
Mahesh Jaranayaran. . . . . . .  CEO, Director        $103,992  6-14-2005
-------------------------------  -------------------  --------  ---------
Dr. Eugene Levich . . . . . . .  CTO, Director        $144,000  6-30-2005
-------------------------------  -------------------  --------  ---------
Alexander B. Hagerty. . . . . .  COO                  $ 55,992  6-30-2005
-------------------------------  -------------------  --------  ---------
Irene Kuan. . . . . . . . . . .  Treasurer, Director  $ 37,000   8-4-2004
-------------------------------  -------------------  --------  ---------
Rahul Didi. . . . . . . . . . .  Director             $ 20,000  6-14-2005
-------------------------------  -------------------  --------  ---------
Barry Williamson. . . . . . . .  Director             $  2,500  9-13-2004
-------------------------------  -------------------  --------  ---------

</TABLE>

See  Also Subsequent Events related to Shares Issuances to Officers & Directors:

                              Page 32

Alex  Libin,  our former COO, who resigned May 13, 2005 was paid an aggregate of
approximately  $36,000  for  the  fiscal  period  ending  June  30,  2005.

Ethel  Schwartz, our former CEO who resigned May 13, 2005, was not paid any cash
salary.  As  of  May  5, 2005 she was allocated 1,500,000 shares of Common Stock
valued  at  $67,500  for  services  rendered  from  January 2004 until May 2005.
See  Also  Executive  Compensation  History.

     During  the fiscal year ending June 30, 2005, the Company did not issue any
     Stock  Options.


Executive  Compensation  History:

From  the  inception  of our Company, our former CEO Ethel Schwartz has not been
paid  any  cash  salary.  She  has,  however, been compensated in company shares
issued to her based on the fair market value for restricted stock at the time of
the  issuance,  in lieu of cash salaries for services rendered to the Company as
follows:

Services  Period  Compensation



FROM:  TO:    FMV       PRICE   SHARES
8-99.  10-01  $150,000  .03375  4,444,444
10-01  10-02    50,000    .025  2,000,000
10-02  12-03    62,000   .0559  1,112,000
1-04   5-05     67,500   .045   1,500,000

The issuance of these shares, and the stock options described below, constitutes
the  only  compensation Ethel has received from our company since its inception.

Stock  Options

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

2001  STOCK  OPTION  PLAN:

On  January  14, 2004, via consent of 78% of the shareholders of our Company the
2001  Stock Option Plan was ratified. Pursuant to our 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  2008.

 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  2008.

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  2008.


 Transfer  by warrant holders pursuant to the 2001 stock option plan of 37.5% of
Warrants  underlying  the  2001  stock  option  plan,  to  the  seller.

                                Page 33

  To  induce  the  Sellers  to  enter  into an Asset Purchase Agreement with our
company,  all  of  the  option  holders  of our 2001 stock option plan agreed to
transfer  to the Seller and/or their designees, on a pro-rata basis an aggregate
of  37.5% of the warrants issued to each, underlying the 2001 stock option plan.
Accordingly  the  option  holders  position  following  the  transfer will be as
follows:

  Option  Holder  2001  Stock  Option  Plan  Transferred  Positions:


Original  Position        Transferred    Options  Remaining



Ethel  Schwartz  5,000,000  1,875,000  3,125,000
--------------  ---------  ---------  ---------
Eva  Beilus  2,000,000    750,000   1,250,000
--------------  ---------  ---------
Hyman  Schwartz  1,000,000    375,000    625,000
--------------  ---------  ---------  ---------

We  did  not  grant  any stock options for 2002, and 2003. The 2004 Stock Option
Plan  expired with no awards issued. We did not grant any stock options in 2005.



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS:

The  following  table  describes,  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.


Identity  of Stockholder Percentage of Or Entity Shares Owned Shares Owned   (1)





Ethel  Schwartz        14,084,444      (2)        12.7%
--------------------  ----------  -------  -----
SOUTHWARK  PROPERTIES   6,009,778     (3)  (4)    5.44
--------------------  ----------  -------  -----
May  Lt.                 43,304,249     (3)  (4)    39.36
--------------------  ----------  -------  -----
TriGM  International.  22,442,999          (5)    20.34
--------------------  ----------  -------  -----
All  Officers  &          0               0
Directors--------------------  ----------  ------



  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)     Includes  9,984,444  common shares owned by Ethel Schwartz, our former
          CEO.  Additionally  Hyman Schwartz, a director of our company prior to
          the  acquisitions  owns  350,000  common  shares.  In  addition  Ethel
          Schwartz  owns  3,125,000  warrants  underlying  the 2001 stock option
          plan, and Hyman owns 625,000 of the warrants underlying the 2001 stock
          option  plan.  Hyman  is  Ethel's  spouse.

  (3) (4) Ann  Kellgren  has controlling interest and is the beneficial owner of
          all  of the shares for both May Ltd. and Southwark Properties. Ann was
          an  original  investor  in  MultiDisc,  Ltd.


  (5)     Sergei  Litvak  is the authorized signatory and has controlling voting
          power of of 29% of Tri GM International and has voting agreements with
          holders  of  additional  24.5%  of  their  shares.

                                       Page  34



ITEM  12:    RELATED  PARTY TRANSACTIONS:



MAY  LTD  -  Affiliate:

May Ltd is a private equity offshore investment company established in Nevis. It
has  a  portfolio  of  Technology, Telecommunication, media and Property related
investments  in  the  UK  and  abroad.  The key focus of May Ltd is to invest in
innovative,  creative  and  fast  growing  companies  with strong management and
provides  seed  capital  ,  R&D capital , working capital or Trade finance for a
number of companies irrespective of it having a controlling interest. Most often
May  is  at  the forefront of business creation, change and technology, enabling
the  businesses  partners  to  reach their strategic goals and achieve long-term
success. May Ltd investment portfolio includes investments in Technology related
assets  and  companies. The company has a collective management expertise with a
wide  range  of corporate specialization ranging from Venture capital, Corporate
finance,  Marketing and Planning to Corporate Rescue. Where a business calls for
outside  its range of expertise the company has the ability to call on a host of
associate  Consultants.  The  company  specializes in identifying and evaluating
emerging technologies, judging when they are appropriate and sufficiently mature
to  be  commercialized.


May  Ltd.  is  an  affiliate  of the Company which owns 43,409,429 common shares
equal  to Approximately 39.36% of the outstanding shares of the Company's common
stock.  Ann  Kallgren  is  the sole shareholder of May Ltd. She is also the sole
shareholder  of  Southwark Properties Limited which owns 5,822,279 shares of the
Company's  common stock. May Ltd. and Southwark Properties Limited, together own
an  aggregate  of approximately 44.8% of the Company's outstanding common stock,
over  which  Ann  Kallgren  and  her  spouse, Victor Danenza, share joint voting
control.  Victor  Danenza  is  a  control  person  of  the  company.  See also
Exhibit 3 to 10K Report for copy of Consulting Agreement for May Ltd.

May Ltd. also owns 79.2% of the outstanding stock each of Triband Global Limited
and  85%  of  each  OneSoft  Technologies  UK  Limited,  also  known  as  Turtle
Technologies  PVT  India,  OneSoft  Retails  & Business Solutions Ltd and Turtle
Electornics  Ltd.

May  Ltd.  also  Owns  100%  of  Visson  Technology and 100% of VTech, a key R&D
facility  of  the  company.

May  Ltd.  also owns 29% of Silicon Valley plc which is a public limited company
with  over  2600  shareholders.  It is a I.T service provider and specializes in
Business related software and Device management software. Global Media Cast is a
wholly  owned  subsidiary  of Silicon Valley PlC. Andrew Danenza was  a Director
of  Global  Media  Cast;  he  resigned  in  June  2005.


1.   In accordance to the acquisition agreement with MultiDisk, we were required
     to  repay  a  loan  to  Visson  at closing for the amount of $84,000, which
     included  a  loan of $77,500 plus additional expenses incurred by Visson on
     behalf  of  MultiDisk  prior  to  the  consummation  of  the  acquisition.
     Furthermore,  in  accordance to the acquisition Agreement with MultiDisk, a
     sum of $87,000 was owed to May Ltd., which we are required to pay after the
     Company  raises  $500,000.

2.   During the annual period ending June 30, 2005, the Company paid to May Ltd.
     the  sum  of  $83,944.15  for  rent, telephone, travel and reimbursement of
     certain  expenses  made  on  behalf  of  the  Company.

3.   During  the annual period ending June 30, 2005 the company paid $190,000 to
     VTech,  a  primary  R  &  D  Facility  which  pays  key  scientists.

4.   In  August 2004, the Company signed a month to month lease for office space
     located  at  195 The Vale, Acton London W3, 7QS England with Triband Global
     Limited  for  approximately  1399 British Pounds which is equivalent to USD
     approximately  $2,600  per  month  plus  VAT. The Company shares its office
     space  with  various entities in which May Ltd. is a principal shareholder.
     In  March 2005, the Company's rent was increased to 2,195 equivalent to USD
     $4,055.35.  From  October  2005,  a  new  rental  agreement was signed with
     Pentagon  Glass  for larger office space above Triband Global offices for a
     monthly  fee  of   2,875.(Sterling) During the Period ending June 30, 2005,
     NME  reimbursed  to  Triband  Global  a  total  of $62,023 Which related to
     payments  made  by  Triband  Global  on  behalf of NME and which included a
     payment  of  $15,879  for  use  of  its  office  staff.


5.   During  the quarter ending March 31, 2005, the Company engaged the services
     of OneSoft Technologies UK, formerly Turtle Technologies PVT LTd to provide
     certain  consulting  services related to the design of its website, and for
     R&D  with  its associated company in India. During the annual period ending
     6-30-2005,  the company paid $13,840 to Turtle Technologies (India) Pvt Ltd
     and  $3,683  to  its  associated  company.

6.   During the fiscal year ending June 30, 2005, The Company entered into an IT
     Support  Agreement  with  Silicon  Valley  PLC  through Turtle Technologies
     (India)  Pvt  Ltd.  The  Company pays $2,500 monthly as per this agreement.
     Additionally,  during  the  fiscal  year ending 6-30-2005, the company paid
     $6,936.50  to  Global Media Cast Ltd., a wholly owned subsidiary of Silicon
     Valley  PLC.

7.   During  the  fiscal  year  ending  June  30,  2005, the Company engaged the
     services  of  Andrew  Danenza,  the  son  of Ann Kallgren , who is the sole
     shareholder  of  May  Ltd.  and  Southwark  Properties  Limited  to provide
     consulting  and  other  services  for  the  Company.  Andrew  Danenza  is a
     consultant  to  the  company and has received an aggregate of $16,902.54 in
     consulting  fees.  He  will  receive  an  ongoing monthly fee of $6,000.00.

                                    Page 35

8.   On  April 7, 2005, the Company issued 10,000,000 shares of its Common Stock
     to  May  Ltd.,  an  affiliate of the Company, at a price of $0.02 cents per
     share  for an aggregate purchase price of $200,000. The proceeds from these
     funds  were  utilized  for  the  Company's  business  and general corporate
     purposes.

9.  On  June  23, 2005, the Company converted the outstanding obligation owed to
     May  Ltd.  equal  to  $87,000  USD  into  1,740,000  Common  Shares.

     Mahesh  Jayanarayan,  CEO-  Related  Party  Transactions:

10.  Prior  to being appointed as CEO, Mahesh Jayanaryan was a consultant to the
     company.  In  August  the  Company  paid $75,000 consulting fee and 875,000
     shares  valued  at  $350,000  to  Business Plans Ltd. Mahesh and family own
     100%% of Business Plans Ltd. Mahesh has received fees as a consultant prior
     to  his  appointment as CEO totaling 34,000 USD equivalent of approximately
     $60,000.  B

     Mahesh  Jayanarayan  owns  14%  of  Triband  Global  Ltd. Along with family
     members owns 10.8% of OneSoft Technologies UK Ltd and 15% of OneSoft Retail
     &  Business  Solutions  Ltd.  See  related  transaction May Ltd. #4 and $5.
     Mahesh  Jayanarayan  is  a  Director of Triband Global, Siptalk Ltd, Global
     MediaCast  Ltd  Business  Plans  Ltd  and  New  Medium  Enterprises UK Ltd.

     Silicon  Valley  plc  is  a  public  limited  company  with  over  2600
     shareholders.   It  is  a  I.T service provider and specializes in Business
     related  software  and  Device  management software. Global Media Cast is a
     wholly  owned  subsidiary  of  Silicon  Valley PlC. Mahesh Jayanarayan is a
     shareholder  and  director and along with family members owning owns 14% of
     Silicon  Valley  PLC.  See  related  transaction  May  Ltd.  #  6.

     Irene  Kuan  -Treasurer,  Related  Parties:

     Irene  Kuan  is  a  director  of  the  following  companies:

     Silicon  Valley,  PLC,  Triband Global Ltd, Triband Ltd, Wilton Claim Ltd.,
     Wilton  Business  Solutions,  Ltd.  Visson  Technologies,  UK, Litecel Ltd.
     Global  Media  Cast  Ltd.  HD  Clearview Ltd, and OneSoft Retail & Business
     Solutions  Ltd.

ITEM  13.  PRINCIPAL  ACCOUNTANT  FEES  &  SERVICES:

During  the  period  ending  June  30, 2005 we paid approximately $16,000.00 for
Accounting  and  auditing. We estimate the current audit will cost approximately
$16,000.00.


 ITEM  14.  EXHIBITS INCORORATED BY REFERENCE:

The  following  Exhibits  are  incorporated  by  Reference to  8K  filings.

Exhibits  Period  Ending  6-30-2005

1.  August  9,  2004,  August 4, Sale of 5,000,000 shares of unregistered stock
    against  receipt  of  $1,000,000  from  an  accredited  investor.

2. October  12, 2004 September 13, Appointment of Barry Williamson as Director.

3. April  8,  On  April  7,  2005  Sale  of  10,000,000 of unregistered stock
   to an accredited  investor,  an  affiliate,  May  Ltd.  against  receipt
   of   $200,000

4. On  May  13,  2005  Ethel  Schwartz  resigned  from  her  position  as CEO,
    President,  and  Director. May 19, 2005, Dr. Alex Libin, COO, and Director,
    and  Yehudit  Hirsch,  Corporate  Secretary, resigned from their respective
    positions.

5.  On  June  14, 2005 Sale of 5,804,594 of unregistered stock to an accredited
     investor,  against  receipt  of  $400,000.

6.  June 21, June 14, Resignation Of Irene Kuan as CEO, remaining as Treasurer,
     appointment  of  Rupert  Stow As Chairman, Chairman Mahesh Jayanarayan, CEO
     Director  &  Rahul  Diddi  As  Director.

7.  On June 23, 2005, the Company converted the outstanding obligations owed to
     two  of  its  principal  shareholders into Common stock of the company. May
     Ltd. $87,000 debt converted into 1,740,000 Common shares TriGM Ltd. $87,000
     debt  converted  into  1,740,000  Common  Shares.

8.   On  June  24,  2005,  New Medium Enterprises, Inc. entered into a strategic
     agreement  with  Eros  Media Ltd, a leading distributor of Bollywood movies
     worldwide  and  mainstream  western  media  in  India.

9.  On  June  25, 2005, New Medium Enterprises, Inc. and E-World Technology Co.
     Ltd.  Executed  a  Memorandum of Intent to form a joint R&D program for the
     production  of  a  disc  player which will incorporate/ combine EVD and VMD
     technologies.

10. June  30,  2005  appointment  of  professor  Eugene levich, age 56 as chief
     Technology  officer  (CTO ) and appointment of alexander bolker-hagerty age
     as  chief  operations  officer.

ITEM 15.  EXHIBIT INDEX FOR EXHIBITS ATTACHED WITH THIS 10K FILING.

1.  Article of Amendment
2.  LaDIS Scientific Agreement
3.  May Ltd. Consulting Agreement
4.  Certification 906  Sarbanes Oxley
5.  Certification  302 Sarbanes Oxley

PART  IV


ITEM  16.  SUBSEQUENT  EVENTS

1.On  July  31,  2005  the  Board  of  Directors voted to extend the outstanding
warrants of Series A, and C until July 31, 2006. Series B, D, and E have expired
July  31,  2005.

SUBSEQUENT  EVENTS:  -  EQUITY  TRANSACTIONS:


2.On August 18, 2005 the Company issued to Eros Media Ltd. 5,515,354 pursuant to
an  agreement  entered  into  by  and  between  Eros  Media  Ltd. and New Medium
Enterprises,  Inc.  Shares  were  valued  at  $551,535.

3.On August 18, 2005 The Company issued 1,000,000 shares to Mahesh Jaranayaranan
our  CEO  who allocated 750,000 of these shares to affiliates and various family
members.  Shares  were  valued  at  $100,000.

4.On  August  18,  2005 the Company issued 84,768 to Quoros Limited for services
rendered.  Shares  were  valued  at  $8,476.

5.  On  September  15,  2005  as  of  June 28, the Company issued 915,080 to the
pre-acquisition  shareholders for their contribution of approximately $46,000 in
excess  funds over and above the required amount of $589,500. Shares were valued
at  $46,000.

6.  On  September  20,  2005  the  Company  issued 250,000 shares to its COO for
services  rendered.  Shares  were  valued  at  $25,000.

7.  On  September  20,  2005  the  Company  issued 250,000 shares to its CFO for
services  rendered.  Shares  were  valued  at  $25,000

8.  On  September  20 2005 the Company issued 250,000 shares to its Chairman for
services  rendered.  Shares  were  valued  at  $25,000.

                                   Page 36

9.  On  September 20 2005 the Company issued 250,000 shares to its Treasurer for
services  rendered.  Shares  were  valued  at  $25,000.

10.On  September  20  2005  the  Company  issued 1,000,000 shares to its CEO for
services  rendered.  Shares  were  valued  at  $100,000.

11. On September 20, 2005 the Company issued 1,000,000 shares to Andrew Danenza,
a  consultant  to  the Company. Mr. Danenza is the son of Ann Kallgren who is an
affiliate  of  the  company.  Shares  were  valued  at  $100,000.

12.  On September 20, 2005 the Company issued 2,000,000 shares to Eugene Levich,
the  CTO  for  services  rendered.  Shares  were  valued  at  $200,000.

13.On  September 20, 2005 the Company issued 350,000 shares to seven parties for
services  rendered  to  the  Company.  Shares  were  valued  at  $35,000.

14.  ON SEPTEMBER 15 and 20, 2005 The company has issued 7,500,000 common shares
at $0.10/share to one investor and 5,000,000 common shares at $0.15/share to the
other. For both parties, these shares are "Restricted Securities" as the term is
defined  in  rule  144  under  the  Securities  Act.


15.9-1  Amendment  to  8k #5 amending the terms of the investment to include an
option to purchase additional shares.  Also amending 8K filed for Andrew Danenza
consulting fee raising it from 1,000,000 shares to 2,000,000 shares.

16.  On October 10, 2005, N. Blumenfrucht, CPA PC resigned as Company auditor.
We engaged the accounting firm of Morgenstern & Company as our Company auditor

Item  16:  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:  Mahesh  Jaranayaran
                              CEO,  President,  Director

Date:  October  28   2005



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