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, 2001

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file number: 333-51880

                          NEW MEDIUM ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in its Charter)

         NEVADA                                     11-3502174
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation of Organization)                      Identification No.)

4706 18th Avenue, Brooklyn, New York                11219
(Address of Principal Executive Offices)            (Zip Code)

Registrant's Telephone Number, Including Area Code: (718) 686-0300

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

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

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

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



<PAGE>


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

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of August 6, 2001 was $698,500.

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

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

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

Yes __        No  ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, $.001 par value                           11,965,000
-----------------------------              ------------------------------------
       (Title of Class)                    (Shares outstanding at June 30, 2001)


                                       2
<PAGE>



                          NEW MEDIUM ENTERPRISES, INC.
                                   FORM 10-KSB
                        FOR THE YEAR ENDED JUNE 30, 2001

         INDEX                                                              Page
         -----                                                              ----

PART I

Item 1    Business                                                            4

Item 2    Properties                                                          4

Item 3    Legal Proceedings                                                   4

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

PART II

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

Item 6    Selected Financial Data                                             5

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

Item 8    Financial Statements and Supplementary Data                         6

Item 9    Disagreements on Accounting and Financial Disclosure                6

PART III

Item 10   Directors and Executive Officers of the Registrant                  6

Item 11   Executive Compensation                                              7

Item 12   Security Ownership of Certain Beneficial
          Owners and Management                                               7

Item 13   Certain Relationships and Related Transactions                      8

PART IV

Item 14   Exhibits, Financial Statement, Schedules and Reports on Form 8-K    8

Signatures


                                       3
<PAGE>

                                     PART 1

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.

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

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

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

     3.   Investment in Intellitain Media Inc

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

     As a result of market  conditions  severely  impacting  the markets for the
company's CodeTrek  proprietory  software,  its Broadeo Wireless business, & web
businesses, management has decided to put on hold on all of these products until
more  visibility  emerges  that can better  guide  management  to the  effective
allocation  of its  resources.  For the past four  months,  the company has been
attempting to find a suitable acquisition  candidate for our Company. To date no
agreements have been entered into.

Item 2. Properties

     We are currently  leasing  approximately  850 square feet for our executive
offices  at 4706 18th  Avenue,  Brooklyn,  New York  11219,  for $1250 per month
pursuant  to a Lease  Agreement.  The term of the  Lease  Agreement  is one year
beginning  October  1,  1999  through  September  30,  2000  with  an  automatic
additional  one year renewal from  October 1, 2000 through  September  30, 2001.
Effective at the request of the landlord,  we agreed to give up one small office
from our  January  2001 our monthly  rental for our offices has been  reduced to
$855.00 per month.

Item 3. Legal Proceedings

     None

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

     None


                                       4
<PAGE>

                                     PART II


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

     On April 20,  2001,  the  Company's  registration  statement  was  declared
effective by the Securities and Exchange Commission.  The Company's common stock
has been listed on the NASD OTC Bulletin  Board under the symbol of NMEN.  As of
June 30, 2001, the Company's common stock has not begun trading.

     Shareholders

     As of June 30, 2001,  the number of holders of record of the common  stock,
$.001 par value, of the Company was 65.

Item 6. Selected Financial Data

                                                     June 30,          June 30,
                                                       2001              2000
                                                     ---------         ---------

Income from Operations                              $      -0-         $     -0-
Total Current Assets                                   778,756         1,066,716
Other Assets                                           342,327           271,107
Total Assets                                         1,121,083         1,337,823
Total Current Liabilities                                2,489             2,500
Total Stockholders Equity                            1,118,594         1,335,323

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

     We are a  development  stage  company  in the  process  of  developing  (i)
proprietary  e-commerce software and (ii) telecom technology for faster wireless
Internet access. To date, we have generated no revenues.

     We intend to meet our long-term  liquidity needs through available cash and
cash flow as well as through  additional  financing  from  outside  sources.  We
anticipate  raising  additional funds from the possible  exercise of outstanding
warrants or equity  financing with private  investors.  To date, no negotiations
have been undertaken to obtain any additional funding.

     As a result of market  conditions  severely  impacting  the markets for the
company's CodeTrek  proprietory  software and for its Broadeo Wireless business,
management  has  decided  to put on  hold  both of  these  products  until  more
visibility emerges that can better guide management to the effective  allocation
of its resources.  For the past four months,  the company has been attempting to
find a suitable  acquisition  candidate  for our Company.  To date no agreements
have been entered into.



                                       5
<PAGE>

     The Company  entered into  written  employment  agreements  with two of our
employees,  Eva  Beilus for an annual  salary of  $52,000  and Sam Beilus for an
annual salary of $28,000.  From the Company's  inception,  Ethel  Schwartz,  the
Company's  president and CEO has not drawn any salary. As of March 1st, 2001, to
further  minimize  administrative  expenses,  Eva Beilus and Sam Beilus,  C have
agreed to  accrue  their  salaries  for at least six  months in the  amounts  of
$26,000 and $14,000,  respectively.  To date, no  additional  salaries have been
paid to Eva Beilus and Sam Beilus.  The company has no plans to pay  salaries to
either.  Furthermore,  to preserve the company's  capital,  on April 18, 2001 we
terminated the consulting  agreement with Stratagram  which required the payment
of $2,000 in weekly fees.  Prior to April 18,  2001,  we  terminated  the weekly
issuance of 2,000 shares to Stratagram.

Item 8.  Financial Statements

     Attached

Item 9. Disagreements on Accounting and Financial Disclosures

     None

                                    PART III

Item 10. Directors and Executive Officers

     The directors and executive officers of New Medium Enterprises, Inc. are as
follows:

        Name                      Age               Position
        ----                      ---               --------

        Ethel Schwartz             51               President, Chief Executive
                                                    Officer, Treasurer and
                                                    Director

        Eva Beilus                 53               Vice-President of
                                                    Merchandising, Secretary
                                                    And Director

        Hyman Schwartz             50               Director

     Ethel Schwartz (age 51) has been  President,  Chief  Executive  Officer and
Treasurer since its inception.  Since March 1996,  Ethel has been an officer and
director of Hyett  Capital Ltd.  Hyett Capital Ltd. acts as a finder to a select
group of foreign investors  seeking to invest in private  placements of publicly
traded  companies.  She is currently  employed  with Grand  Capital  Corp.  on a
part-time  basis as a registered  representative  which is a stockbroker.  Ethel
devotes less than 5 hours per month in her employment with Grand Capital.



                                       6
<PAGE>

     Eva  Beilus  (age 53) has  been  Vice-President  and  Secretary  since  the
Company's  inception.  Eva has been  involved in fashion  merchandising  for our
Company. From May, 1996 through December, 1998, Eva was employed as a production
manager  at  Ultra  Knit,   Inc.,   Brooklyn,   New  York,  a  fashion  knitwear
manufacturing plant. Eva Beilus is a sister to Ethel Schwartz.

     Hyman  Schwartz  (age 50) has been  Director  since  its  inception.  Hyman
Schwartz  had been a stock  broker at  Josephthal  Lyon & Ross from 1988 through
1997.  Since 1996,  Hyman has been employed by Hyett Capital Ltd. as CEO.  Hyett
Capital  acts as a finder to a select  group of  foreign  investors  seeking  to
invest in private placements of publicly traded companies. Hyman Schwartz is the
husband of Ethel Schwartz.

Item 11. Executive compensation

     The Company  entered into  written  employment  agreements  with two of our
employees, Eva Beilus, the Company's Vice-President of Merchandising,  Secretary
and  Director,  for an annual  salary of  $52,000,  and Sam Beilus for an annual
salary of  $28,000.  Effective  in March  2001,  Eva Beilus and Sam Beilus  have
agreed to accrue  their  salaries  for a period of six months in the  amounts of
$26,000 and $14,000, respectively. No salaries have been paid since.

Item 12. Security Ownership of Certain Beneficial Owners & Management.

     The following  table sets forth the number and  percentage,  as of June 30,
2001 of the  Company's  Common Shares owned of record and  beneficially  by each
person  owning  more  than 5% of such  Common  Shares  and by all  officers  and
directors, as a group. Each of these persons may be deemed a parent and promoter
as those terms are defined in the Act.

                   Name of                        Amount & Nature
                   Beneficial                       of Beneficial     Percentage
Title of Class     Owner                              Ownership        of Class
--------------     -----                             ---------        ----------

Common             Ethel Schwartz                    1,660,000         13.88%
                   Hyman Schwartz                    1,660,000         13.88%
                   Eva Beilus                        1,660,000         13.88%
                   Windermere Fund                   1,000,000          8.02%
                   Atlantic Bond Fund                1,000,000          8.02%
                   Sequoia Growth Fund               1,000,000          8.02%
                   The ExecutiveFund                 1,000,000          8.02%
                   Passy Holding                     2,330,000         16.30%
                   Jacob N. Werczberger                980,000          7.91%
                   Helen Shimon                      1,080,000         8.648%
                   International Global
                     Communications                    750,000           5.9%
                   Darrell Lerner                      750,000           5.9%
                   Stratagram Technology Group       1,000,000         7.717%
                   Samuel Friedman                     950,000          7.81%

                   All Officers and Directors as a
                   Group (3) as of June 30, 2001     4,980,000         41.64%


                                       7
<PAGE>

Item 13. Certain Relationships and Related Transactions

     On April 18, 2001 we terminated  the consulting  agreement with  Stratagram
which  required  the  payment  of $2,000 in weekly  fees.  Prior to April 18, On
December  31,  2000,  we  terminated  the  weekly  issuance  of 2,000  shares to
Stratagram.

                                     PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

     None



                                       8
<PAGE>

                             N. Blumenfrucht CPA PC
                              1040 East 22nd Street
                             Brooklyn New York 11210
                               Tel.- 718-692-2743
                                Fax -718-692-2203


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

     We have audited the accompanying  balance sheets of New Medium Enterprises,
Inc. (A development  stage company) as of June 30, 2001 and 2000 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
August 2, 1999 (inception) through June 30, 2001 These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of New Medium Enterprises,  Inc
as of the June 30, 2001 and 2000 and the results of its  operations and its cash
flows for the period  August 2, 1999  through June 30, 2001 in  conformity  with
accounting principles generally accepted in the United States.


/s/ Nachum Blumenfrucht

Brooklyn New York
September 27, 2001


<PAGE>

                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                                 BALANCE SHEET
                                     AS AT

<TABLE>
<CAPTION>
                                     ASSETS                                 JUNE 30, 2001               JUNE 30, 2000
                                                                            -------------               -------------

<S>                                                                           <C>            <C>          <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents (note 2)                                         $   695,242                 $ 1,066,716
   Investment (note 7)                                                             81,900                           0
  Prepaid  expenses and taxes                                                       1,614                           0
                                                                              -----------                 -----------
          Total Current Assets                                                               $  778,756                  $1,066,716

   Property and equipment (note 2)                                                 34,895                      34,895
       less: Accumulated depreciation                                              10,470        24,425        (3,490)       31,405
                                                                              -----------                 -----------
   Deferred offering costs (note 4)                                                                   0                      40,000
   Deferred tax asset (note 5)                                                                        0                           0
   Web site development costs/ Software Asset (note 6)                                          314,302                     196,102
   Other assets- security deposits  (note 9)                                                      3,600                       3,600
                                                                                             ----------                  ----------

         Total Assets                                                                        $1,121,083                  $1,337,823
                                                                                             ==========                  ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


 CURRENT LIABILITIES
   Accrued expenses  (note 8)                                                 $     1,500                 $     2,500
   Due to shareholders                                                                989                           0
          Total Current Liabilities                                                          $    2,489                  $    2,500

COMMITMENTS AND CONTINGENCIES (note 9)

STOCKHOLDERS' EQUITY  (note 10)
  Preferred stock, $.001 par value, Authorized 10,000,000 shares; none issued        --                            --
  Common stock, $.001 par value, Authorized 100,000,000 shares;
  Issued and outstanding  11,965,000 and 15,653,000                                11,965                      15,653
  Additional paid in capital                                                    1,656,480                   1,668,642
  Accumulated other comprehensive loss                                            (13,911)                          0
  Deficit accumulated during the development stage                               (535,940)                   (348,972)
                                                                              -----------                 -----------

          Total Stockholders' Equity                                                          1,118,594                   1,335,323
                                                                                             ----------                  ----------

Total Liabilities and Stockholders' Equity                                                   $1,121,083                  $1,337,823
                                                                                             ==========                  ==========
</TABLE>



                 See accompanying notes to financial statements

<PAGE>

                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                            STATEMENT OF OPERATIONS
                                FOR THE PERIODS

<TABLE>
<CAPTION>
                                                                                    ACCUMULATED
                                                FOR THE YEAR      FOR THE YEAR    FROM INCEPTION
                                                    ENDED            ENDED      (Aug. 2, 1999) THRU
                                                JUNE 30, 2001    JUNE 30, 2000     JUNE 30, 2001
                                                -------------    -------------  -------------------

<S>                                              <C>             <C>               <C>
 REVENUES                                        $       0.00    $       0.00      $       0.00


 OPERATING EXPENSES
  General and administrative                          235,297         142,213           377,510
  Research and development                                  0         245,000           245,000
  Depreciation                                          6,980           3,490            10,470
                                                 ------------    ------------      ------------

     Total operating expenses                         242,277         390,703           632,980
                                                 ------------    ------------      ------------

      Income (loss) from operations                  (242,277)       (390,703)         (632,980)

OTHER INCOME
  Investment income                                    55,309          41,731            97,040
                                                 ------------    ------------      ------------

     Loss before income taxes                        (186,968)       (348,972)         (535,940)

Income tax benefit (note 5)                                 0               0                 0

     NET LOSS                                    ($   186,968)   ($   348,972)     ($   535,940)
                                                 ============    ============      ============

LOSS PER COMMON SHARE- Basic and Diluted         ($      0.01)   ($      0.02)
                                                 ============    ============




 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     13,807,000      15,391,315
                                                 ============    ============
</TABLE>


                 See accompanying notes to financial statements


<PAGE>


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE PERIOD AUGUST 2, 1999 (inception)-JUNE 30, 2001


<TABLE>
<CAPTION>
                                                                                             Retained      Accumulated
                                                                              Additional     Earnings         Other
                                         Per Share      Common Stock            Paid-in    (Accumulated    Comprehensive
                                          Amount     Shares          Amount     Capital       Deficit          Loss         Totals
                                          ------     ------          ------     -------       -------          ----         ------
<S>                                        <C>     <C>              <C>        <C>            <C>             <C>        <C>
Shares & warrants issued for
  cash, August 1999                        $0.00   12,620,000       $12,620    $       50                                $   12,670

Sale of 251 A units, August 1999           $0.50    2,510,000         2,510     1,252,490                                 1,255,000

Sale of 52 B units, August 1999            $0.75      260,000           260       194,740                                   195,000

Issuance of  shares for services
  rendered, Dec. 1999                      $0.50       16,000            16         7,984                                     8,000

Sale of 21.3 C units, January 2000         $1.25      213,000           213       266,037                                   266,250

Issuance of shares for services
  rendered, April 2000                     $0.50       34,000            34        16,966                                    17,000

Offering costs-private placements                                                 (69,625)                                  (69,625)

Net loss for period ended June 30, 2000                                                       ($348,972)                   (348,972)
                                                  ---------------------------------------------------------------------------------


Balances, June 30, 2000                             15,653,000       $15,653   $1,668,642     ($348,972)                $1,335,323

correction of shares issued-August 1999    $0.00        2,000             2           ($2)                                       $0

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

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

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

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

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

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

Balances, June 30, 2001                            11,965,000       $11,965    $1,656,480     ($535,940)     ($13,911)   $1,118,594
                                                  ===========    ==========  ============  ============  ============   ===========
</TABLE>

                 See accompanying notes to financial statements


<PAGE>


                          NEW MEDIUM ENTERPRISES, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS
                                FOR THE PERIODS

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                                         FOR THE YEAR    FOR THE YEAR    FROM INCEPTION
                                                             ENDED           ENDED       AUG. 2, 1999-
                                                         JUNE 30, 2001   JUNE 30, 2000   JUNE 30, 2001
                                                         -------------   -------------   -------------

<S>                                                          <C>          <C>              <C>
Cash flows from operating activities
      Net loss                                              ($186,968)     ($348,972)     ($535,940)
      Adjustments to reconcile net loss to net
       cash provided by operating activities:
           Depreciation                                         6,980          3,490         10,470

          Changes in assets and liabilities:
             prepaid expenses                                  (1,614)         2,500            886
             current liabilities                                  (11)             0            (11)
             security deposit                                       0         (3,600)        (3,600)
                                                          -----------    -----------    -----------

Net cash used in operating activities                        (181,613)      (346,582)      (528,195)

Cash flows from investing activities
      Purchase of fixed assets                                      0        (34,895)       (34,895)
     Web site development costs/ Software asset               (90,300)      (171,102)      (261,402)
      Investment purchased                                    (95,811)             0        (95,811)
                                                          -----------    -----------    -----------
Net cash used in financing  activities                       (186,111)      (205,997)      (392,108)


Cash flows from financing activities
    Proceeds from sale of A,B and C units                           0      1,716,250      1,716,250
   Offering costs-private placements                                0        (69,625)       (69,625)
   Deferred offering costs-registration statement                   0        (40,000)       (40,000)
   Purchase of treasury stock                                  (3,750)             0         (3,750)
   Proceeds from sale of shares and warrants to various
   officers, founders and investors                                 0         12,670         12,670
                                                          -----------    -----------    -----------

 Net cash provided by financing activities                     (3,750)     1,619,295      1,615,545

Net increase  (decrease ) in cash                            (371,474)     1,066,716        695,242

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

Cash and cash equivalents, end of period                     $695,242     $1,066,716       $695,242
                                                          ===========    ===========    ===========


Supplemental disclosures

 Noncash investing and financing activities:
Issuance of common stock in exchange for services
 in connection with web site development costs                $27,900        $25,000        $52,900
                                                          ===========    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements


<PAGE>


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


NOTE 1 - FORMATION AND BUSINESS OF THE COMPANY.

New Medium Enterprises Inc. (the "Company) was organized on August 2, 1999 in
the State of Nevada under the name Shopoverseas.com, Inc. On July 10, 2000 the
name was changed to New Medium Enterprises, Inc. The financial statements
reflect the name New Medium Enterprises throughout. The Company's intention was
to operate as an Internet based E-commerce Company. Several websites were
formulated whose purpose was the sale of various goods and services to both
consumers and businesses. Additionally, the Company intends to market its own
proprietary Internet based software package to outside e-commerce companies. The
Company is currently negotiating with several companies as possible merger
candidates. As of the June 30, 2001 the Company has not generated any revenues
and is considered a development stage company.


NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal year

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

Use of estimates

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

Cash and cash equivalents

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

Investments

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


Property and equipment

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

<PAGE>


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


NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

The Company recognizes revenue on the accrual basis as the related services are
provided to customers and when the customer is obligated to pay for such
services. Revenue from product sales is recognized when title transfers to
customers, primarily on shipment. For the years ended June 30, 2001 and 2000
there were no revenues.

Loss per share

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

Recent accounting pronouncements

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

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


NOTE 3- LIQUIDITY & PROFITABILITY

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


NOTE 4- DEFERRED OFFERING COSTS

The Company undertook a successful registration on some of its shares and all of
its outstanding warrants. Costs in the amount of $40,000 costs were incurred in
regard to this registration. These costs were charged against additional paid in
capital. The Company had also incurred costs in regard to the private placements
totaling $69,625. These have also been charged against additional paid in
capital.

<PAGE>

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


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 periods. A valuation allowance is
recognized, if on the weight available evidence, it is more likely than not that
some portion or all of the deferred tax asset will not be realized. As of June
30, 2001 the Company had a Federal and State tax net operating loss of
approximately $730,000. The difference between book and taxable income is due to
timing differences in the recognition of the web site development costs. The
Company established a 100% valuation allowance equal to the net deferred tax
assets, as the Company could not conclude that it was more likely than not that
the deferred tax asset would be realized


NOTE 6- WEB SITE DEVELOPMENT COSTS/ SOFTWARE ASSET

The Company has incurred significant costs in the development of its web sites
and e-commerce capabilities. Management has elected to treat all Web Site
Development Costs under the guidance of the Emerging Issues Task Force (EITF).
The EITF recommends following the guidelines of Statement of Position 98-1.
Under SOP 98-1, software developed for internal use is capitalized during the
development stage and amortized over its useful life. The costs, which were
incurred by the Company, are considered application development stage costs,
which are capitalized and amortized. It is estimated that the useful life of
this asset should approximate three years. As the web site is not fully
developed amortization was not taken in the current financial period. The
Company will also attempt to sell these software programs, which it has
developed, to third parties. In such event the position of the Company is per
the guidance of FASB No. 86. Under FASB No. 86, once technological feasibility
has been established, all software production costs are capitalized and reported
at the lower of unamortized cost or net realizable value. When the product is
available for general release to its customers, amortization will begin.
Management is of the opinion that technological feasibility has been established
for its product and that following either the guidelines of FASB No. 86 or SOP
98-1 requires the capitalization of part of these expenditures. Costs incurred
prior to technological feasibility totaled $245,000 , these costs were expensed
in the period ended June 30, 2000.
During the period ended June 30, 2001 60,000 shares of common stock were issued
for services rendered in relation to the development of the web site. Management
has valued these shares at approximately $28,000, which approximates the value
of services rendered.


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.

On July 15, 2000 the Company formed Intellitian Media Inc., a subsidiary that
will market education and entertainment productions. In August 2000 the Company
acquired a majority stake in Broadeo Wireless Communications Inc., a startup
company that is involved in wireless communications. The Company issued 500,000
B warrants exercisable at $1.00 per share and 500,000 A warrants exercisable at
$1.50 per share.


<PAGE>

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


NOTE 8-ACCRUED EXPENSES

Accrued expenses include state & local corporate taxes.


NOTE 9-COMMITMENTS AND CONTINGENCIES

The Company leases its current location at a monthly rent of $ 855. The lease
expired September 30, 2000; The Company continues to occupy the location on a
month-to-month basis.

Rent expense for the periods ended June 30, 2001 and 2000 were $12,843 and
$10,800 respectively. The Company maintains a $3,600 security deposit with its
landlord.

In September 1999 the Company entered into a one-year financial consulting
agreement with Robert LeRea. In January 2000 the Company entered into a second
agreement with LeRea where he was to be compensated for funds raised and
consulting work. As of June 30, 2000 Mr. LeRea received $26,625 in finders fees
for capital raised. These costs were included in offering costs, which was
charged against additional paid in capital. In addition to the above Mr. LeRea
received payments for the development of strategic alliances in the Internet
based market. These costs have been included in the intangible asset -Web Site
Development Costs. As of June 30, 2001 no monies were owed to Mr. LeRea nor was
the Company under any commitment to him.

On November 1, 1999 the Company entered into a consulting agreement with
Stratagram Technology Group Inc. (Stratagram), technology and business
consultants. Stratagram has helped in the development of the Company's web site
and e-commerce capabilities and was compensated at a rate of $2,000 and 2,000
shares per week. Through June 30, 2001 the Company has issued 100,000 shares to
an officer of Stratagram. These shares have been valued at $48,000, which
approximates the value of services rendered. These costs have been included in
the intangible asset- Web Site Development Costs. The Company has halted its
relation with Stratagram and is under no further financial obligations to them.

Legal Proceedings

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


NOTE 10- STOCKHOLDERS' EQUITY

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

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

A "A" unit consisted of 10,000 shares of the Company's common stock, and 10,000
Class A warrants. Each Class A warrant entitled the warrant holder to purchase
one share of the Company's common stock at $1.50. The warrants expire July 31,
2002. Each unit sold for $ 5,000.

<PAGE>

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


NOTE 10- STOCKHOLDERS' EQUITY (continued)

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 expire July 31,
2002. Each unit sold for $ 3,750.

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

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

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

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

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

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

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

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

The Company has not issued any options under its employee stock option plan.


<PAGE>


                                   SIGNATURES

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


                                   NEW MEDIUM ENTERPRISES, INC.
                                   (Registrant)


                                   By:   /s/ Ethel Schwartz
                                         --------------------------------------
                                            Ethel Schwartz
                                            President, Chief Executive Officer,
                                            Treasurer and Director

                                   Date: October 4, 2001


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



                                   By:   /s/ Ethel Schwartz
                                         --------------------------------------
                                            Ethel Schwartz
                                            President, Chief Executive Officer,
                                            Treasurer and Director

                                   Date: October 4, 2001