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,  2004

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

For  the  transition  period  from  ------  To:  ------

Commission  file  number:  333-51880



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

                Nevada                                 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)


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


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

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

_
<PAGE>
                                Page  1
_______________________________     ______________________________

          Securities  Registered  Pursuant  to  Section  12(g)  of  the  Act:

                                Common  Stock
        _________________________________________________________________
                                (Title  of  class)

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

                                            ----

State  the  aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price  at  which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filings. As of
trade  date June 30, 2004 the aggregate market value of the voting stock held by
non-affiliates  of  the  registrant  was  $6,824,658.

(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.





                      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             98,372,220
---------------------------------     ---------------------------
     (Title  of  Class)               (Shares  outstanding  at
                                             September   2004  )



<PAGE>

Page  2


         NEW MEDIUM ENTERPRISES, INC. FORM 10-K FOR THE YEAR ENDED June 30, 2004


                                INDEX                                      Page
                              -----                                      ----

<TABLE>
<CAPTION>




<S>                                                                   <C>
ITEM: 1   BUSINESS:. . . . . . . . . . . . . . . . . . . . . . . . .   3
ITEM  2:  DESCRIPTION  OF  PROPERTY. . . . . . . . . . . . . . . . .   4
ITEM  3:  LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . .   4
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE . . . . . . . . . . .   4
ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON  STOCK . . . . . . . . .   5
ITEM  6.  SELECTED  FINANCIAL  DATA: . . . . . . . . . . . . . . . .   5
ITEM  8.  FINANCIAL  STATEMENTS. . . . . . . . . . . . . . . . . . .   5
ITEM  7   MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION      6
ITEM  9.  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURES   7
ITEM  10. DIRECTORS  AND  EXECUTIVE  OFFICERS . . . . . . . . . . .    8
ITEM  11. EXECUTIVE  COMPENSATION . . . . . . . . . . . . . . . .      9
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS: . . . .   10
ITEM 13:  CERTAIN  RELATIONSHIPS  &  RELATED  TRANSACTIONS: . . . . . 11
ITEM 14:  SUBSEQUENT  EVENTS: . . . . . . . . . . . . . . . . . . . . 11
ITEM 15   EXHIBITS & FINANCIAL STATEMENTS. . . . . . . . . . . . . .  11
ITEM 16:  SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . .  21

</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.


Our  company  was founded for the purpose of developing and implementing various
internet  related activities, all of these activities have since been suspended.

On  January  13,  2004, with the consent of 78% of the shareholders, we acquired
the  business  and all of the intellectual property assets of a new and emerging
DVD  format known as MVD, (Multilayer Video Disc). Concurrently, we entered into
a  long term Agreement with a specialized Scientific Development Team to conduct
the  R&D  activities  and  development  of  the  technologies  acquired.

  We  have  discontinued  all  our  internet,  and  wireless  businesses and are
focusing  all  of our resources to developing our proprietary MVD prototypes and
pipeline  of products as our core business. We are now 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.

Our MVD technology is designed to usher in high definition TV and high capacity,
next  generation  DVD  discs  capable of exceeding current capacity of 4.7GB one
layer  DVD by ten fold, with later generations up to 100GB. MVD is precisely the
same  size  and  thickness as DVD, however, while DVD technology is limited to a
maximum of two data layers on a disc, MVD provides the ability to place up to 20
layers  on  a  single  disc  with no quality loss in the content stored. Through
multi  layering, we are able to dramatically increase the disc storage capacity.
Each  layer  adds  approximately 5GB's of memory over a standard DVD disc. While
storing  100GB  on  an  MVD disc is certainly feasible, the initial MVD products
will be more modest; in the range of 20 GB and 30 GB discs & players. We believe
that  such  disc  capacities  will  more than satisfy the HD market for the next
several  years.

Our  Products  and  Services

As  of  June  30,  2004,  we  were  completing  the  development  of the initial
pre-industrial  prototype  with storage capacity of approximately 15GB. See Also
Subsequent  Events.

<PAGE>
                                       Page 3

First  Generation  Products  ROM  (pre-recorded)

First  generation  products are compatible with the present DVD technologies and
inexpensive  commercial  red  lasers.  Nevertheless,  we  believe  their
characteristics  are  superior  to  the  ANOUNCED FUTURE "blue" ROM DVD products
under development. MVD-HDTV ROM (pre-recorded), 120mm polycarbonate 1.2 mm thick
single-sided  disc. Total capacity of 18GB-36GB. Variable bit rate 18 Mbs-60Mbs.
Main  applications  -  High  Definition TV (1080i, 1080p and 720p standards) and
Digital  Cinema

Second  Generation  Products

MVD  HDTV  ROM  (pre-recorded),  120  mm polycarbonate 1.2 mm thick double sided
disc.  Total  capacity  over  70GB.  Main  application-  Digital  Cinema.

MVD  -  R  (recordable),  120  mm polycarbonate 1.2 mm thick single sided disc.
Total  capacity-16GB-32GB.

Third  generation  Products.

At  the  time when the blue laser technology becomes cheap and reliable we shall
start  manufacturing  "MVD-Blue" 10- layer and 20- layer MVD. It means up to 200
GB  capacity  for  a 120 mm discs, as compared with 30 GB capacity of the "blue"
pre-recorded  discs  theoretically  promised  (by  Toshiba  and  Nec).

Item  2:  Description  Of  Property

In order to preserve our capital, our company's president, Ethel Schwartz, has
agreed to provide office space to our Company at her home office. Ethel does not
charge  the  company  for rent and has no plans to do so in the future. Also Dr.
Libin,  our  Chief  Operations Officer, agreed to use his office in Tel Aviv for
the  purpose  of  Company  operations,  at  no  charge  to  us.

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

VOTE  BY  CONSENT  OF  SHAREHOLDERS:


  Via  consent  of  78%  of the shareholders of New Medium Enterprises, Inc. the
following  Items  have  been  voted  upon  on and consented on January 14, 2004:

(i)  Acquisition  of  the assets of MultiDisk, LTD as reflected in the Agreement
dated  January  5th,  2004;

(ii)  Entering  into a service Agreement with P.G. Engineering S.A. as reflected
in  the  Agreement  dated  January  6th,  2004;

(iii)  Acquisition  of  the  assets of TriGM International as reflected in the
agreement  dated  January  6th,  2004;

(iv)  The  amendment  of  NMEN's  Certificate of Incorporation to increase the
authorized  shares of the company from 100,000,000 to 200,000,000 million and to
lower  the  par  value  to  .0001  cents  per  share.

(v)  The  approval  of  the  2001  stock  option  plan

(vi)  The  approval  of  the  2004  stock  option  plan.

(vii)   Election  of  the  following  Directors:
         Ethel  Schwartz,  Chairman  &  CEO
         Fredrik  Jung  Abbou,  President,  Director
         Dr.  Alex  Libin,  Chief  Operations  officer,  &  Director

See  Also  "Subsequent  Events".
<PAGE>
                                                     Page 4

                                    PART  II


Item  5.  Market  for  Registrant's  Common  Stock


On  April  20, 2001, the Company's registration statement was rendered effective
by  the SEC. The Company's common stock has been listed on the NASD OTC Bulletin
Board  with the symbol of NMEN. Shares have been trading in the following ranges
during  the  fiscal  year  ending  June  30,  2004.



FISCAL  YEAR  ENDING  June  30,  2003

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


First                   .02   .02
Second                  .04   .36
Third                   .16   .35
Fourth                  .25   .41




The  company  has approximately 151 shareholders.


Item  6.  Selected  Financial  Data:

  The  selected  historical financial data presented below were derived from the
Company's financial statements, which as of and for the year ended June 30, 2004
and  June  30,  2003  and  were  audited  by  Nachman  Blumenfrucht.



June  30,    June  30,
                                 2004        2003
---------  ----------

Income  from  Operations     $0                 0
Total Current Assets. . . . . .           143, 147  696,794
-------------------------------  ----------------  -------
Other Assets. . . . . . . . . .                 0        0
-------------------------------  ----------------  -------
Total Assets. . . . . . . . . .        15,147,078  696,794
-------------------------------  ----------------  -------
Total Current
Liabilities . . . . . . . . . .            53,314    6,525
-------------------------------  ----------------  -------
Total Stockholders
Equity. . . . . . . . . . . . .        15,093,764  690,269
-------------------------------  ----------------  -------

<PAGE>
                                                   Page 5

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

  We are a development stage company currently engaged in the development of our
proprietary  technology,  MVD  (MultiLayer Video Discs), a next generation, high
capacity  high  definition  discs as described in the "Business" description. We
have  generated  no  revenues  to  date.


  The  MVD  products and prototypes are being developed by P.G. Engineering S.A,
through  a  contractual  arrangement  entered  into  on  January  13,  2004  in
conjunction  with  our  acquisition  of  the  MVD  Assets,

  PG  Engineering  Inc. consists of a unique scientific and entrepreneurial team
with  many  years  of  experience  in  optical  storage  Media  development  and
specifically  multi-layer technology. We have entered into a long term Agreement
with  PG  Engineering  for  the  development of the prototypes and products. All
intellectual  property,  patents,  equipment, know-how and products developed by
P.G.  Engineering S.A. belong without exception to us. The components of MVD are
outsourced  at the labs of several European and U.S. locations while we are also
considering  other  suitable  arrangements.  The  integration  of prototypes and
porting of the content in a format proprietary for MVD is anticipated to be done
in  the  US. The IP of MVD, including all know-how, was and will be assigned to,
and  owned  by  us.

  The  overall management of our Company is carried out from our headquarters in
New  York


  As  of  June  30, 2004 we were completing the initial first-generation product
prototype  of  prerecorded  120  mm  Red Laser 15GB MVD (Multilayer Video Disc),
providing  150  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format. We anticipate that by late 2004 it will achieve 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 MVD Player.

The  company's  plans  for  2005-2007  include building cost-effective red laser
MVD-ROM and MVD-R (recordable) systems with up to 50GB storage capacity for HDTV
and  Digital Cinema. At the same time the company plans to begin developing Blue
Laser  MVD  with  200GB  capacity  on  each disc for high-end Digital Cinema and
Video-On-Demand  (VOD)  applications.  We have budgeted for our business for the
period until the initial prototype is produced. See also "Subsequent Events." As
of January 13, 2004, the date in which the acquisitions were consummated, we had
available  for  our operations post acquisition, the sum equal to $287,500.00 of
which  $84,000  was utilized to extinguish the Visson Loan and to repay expenses
they  paid on behalf of MutliDisc $25,000 to the broker. The balance of $178,500
was  allocated  for  administrative  functions  &  development related services.

  In  addition,  we  had  available  in cash held in a segregated account of New
Medium  Enterprises,  Inc.  the  sum  of $302,000. This sum was utilized for the
actual  development  of  the  prototype.

  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, 2004 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.

<PAGE>
                                       Page 6

On  March  15, 2004, we made an offer to all of the Series A warrant holders to
lower  the  exercise  price from $1.50 to .25 cents to those warrant holders who
agree  to  assign six out of seven of their Series A warrants to certain parties
in  lieu of compensation for professional services to be rendered to us. A total
of  1,300,000 warrants out of the 6,090,000 were lowered from $1.50 to .25 cents
as  a  result.

  On July 18, 2003 the board of directors voted to extend the Series A, B, C, D,
E  warrants until July 2005. Accordingly all of the warrants have been extended.

  From  the  inception of our Company, 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

* Fair Market Value

  As  of  January 13, 2004 in conjunction with consummating the acquisitions, we
named  Fredrik Jung Abbou as President. On June 25, 2005, Fredrik Jung Abbou has
resigned  as  president  of our company. Ethel Schwartz has resumed the title of
president  in  addition  to  her  role  as  CEO

Item  8.  Financial  Statements


          Attached

Item  9.  Disagreements  on  Accounting  and  Financial  Disclosures

          None

                                    PART  III

Item  10.Directors  and  Executive  Officers

       The  Company  has  Directors  and  Officers  as  follows:

Directors  and  Executive  Officers

<TABLE>

<CAPTION>


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

     Ethel Schwartz   54  President, Chief Executive
                          Officer,  and
                          Director

     Dr. Alex Libin   60  Chief Operations Officer

                          And Director

     Yehudit Hirsch   28  Secretary


CHANGE  IN  MANAGEMENT  &  CONTROL:

Concurrent  with  the  acquisition,  the  following  changes  were made to the
management  team.  Ethel  Schwartz, our current President and CEO remains in her
current  position on an interim basis for the foreseeable future. In the future,
when  we are technically advanced and financially capable, it is contemplated we
will  seek  to  recruit  an  industry  heavyweight  for  the  position  of  CEO,

The following additional  officers  have  been  appointed.

Dr.  Alex  Libin  Chief  Operations  Officer

Yehudit  Hirsch  Corporate  Secretary

Fredrik Jung Abbou, President.  Fredrik resigned on June 25, 2004.

<PAGE>
                                       Page 7


RESIGNATION  OF  ORIGINAL  DIRCTORS:


As  part  of  the Acquisition Agreements, the following officers have resigned
from  their  current  positions  and  will  relinquish  Their  Board  seats:

Hyman  Schwartz
Eva  Beilus

DIRECTORS  AND  EXECUTIVE  OFFICERS

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

Ethel  Schwartz  54  Chief  Executive  Officer,  President,  Director
Dr.  Alex  Libin 60  Chief  Operations  Officer,  Director
Yehudit  Hirsch  28  Corporate  Secretary

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

  ETHEL  SCHWARTZ: CEO, PRESIDENT, & DIRECTOR: (age 54) Ethel will remain as CEO
of  our  company  on an interim basis for the foreseeable future. Ethel has been
President,  Chief Executive Officer, Treasurer and founder of our company at its
inception.  Since  March  1996,  Ethel has been an officer and director of Hyett
Capital  Ltd  which  is  currently  engaged  in  mergers  and  acquisitions,  &
consulting.  She  is  currently employed with Grand Capital Corp. on a part-time
basis  as  a  stockbroker  where  she devotes less than 3 hours per month in her
employment.

  DR.  ALEXANDER LIBIN: CHIEF OPERATIONS OFFICER & DIRECTOR: Dr. Libin has acted
in  the  capacity  of  Chief Operations Officer of our company since January 13,
2004. Since 2002, Dr. Libin has been the Co-Director for Sciences, at the Israel
Interuniversity  Center  for  Academic  Cooperation with CIS, Hebrew University,
Jerusalem,  Israel.  From  1998-2002,  he  has  been a Senior Vice-President for
International  Management  and  System  Integration,  Memory  Devices 1966 Ltd.,
Rehovot  , Israel. From 1995-1998 he was Senior Advisor for Russian Affaires, at
The  Prime  Minister's  Office,  Tel-Aviv  Israel. From 1991-1995 he served as a
Secretary,  in  the  Israeli  Embassy  in  Moscow.  Dr. Libin brings substantial
experience  in  operations, science and technology, with demonstrated ability to
pick major technological issues as prime target and to pursue the transformation
of innovative technological ideas into a working final product. Dr. Libin is the
father  of  Yehudit  Hirsch.

<PAGE>
                                             Page 8

  YEHUDIT  HIRSCH:  SECRETARY:  Yehudit  received  her  law degree from Tel Aviv
University  School  of  law  in  March 1999, and finished her studies toward LLM
degree  in  NYU School of Law in 2003. From May 2000 to July 2002, she practiced
law  as an associate at M. Seligman &Co, one of Israel most prominent law firms.
Upon  graduation from Tel Aviv University Law School, Ms. Hirsch was employed as
a  Post  Graduate  Trainee  for  the period of the mandatory legal training (Law
Clerck),  by  I. Amihud Ben-Porath, Hamou &Co, in Tel Aviv. During the last year
of  her  studies,  Ms.  Hirsch  has clerked for Hon. Justice Asher Grunis at the
Tel-Aviv  District Court (lately appointed to the Israeli Supreme Court. Yehudit
has  extensive  experience  in  corporate,  business, labor, and employment law.
Yehudit  is  the  daughter  of  Dr.  Alex  Libin.

Item  11.  Executive  compensation


EXECUTIVE  COMPENSATION  HISTORY:

  From  the  inception of our Company, 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

  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.

  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 Position After Option Holders
Original  Issuance  To  Seller  Closing


Original  Options        Transferred    Options Remaining


<PAGE>
                                                       Page 9


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


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
--------------  ---------  ---------  ---------



</TABLE>

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

2004  STOCK  OPTION  PLAN:

  The 2004 Stock Option plan allows the aggregate issuance of 5,000,000 Warrants
underlying  the  common  shares  which  will  be  issued  to  both employees and
scientists  working  on  the development. The portion of the plan is a necessary
adjunct to the budget we have allocated for PG Engineering to provide incentives
to the specialized scientists who will be developing the technology. The portion
related  to  employees will utilized in lieu or in addition to salaries or other
compensation  as  the  Board  of Directors believe is consistent with the Boards
Executive  Compensation  Policy. On April 24, 2004, the Board of Directors voted
to price the option on the fair market value as of April 24, 2004, which was .25
cents  per  share.

FUTURE  EXECUTIVE  COMPENSATION:

  We  have  not entered into any employment agreements with any of our executive
staff  for  future compensation accept for a consultancy fee of $3,000 per month
to  Dr.  Alex  Libin.

Item 12. 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.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS & MANAGEMENT REFLECTING THE
ACQUISTIONS

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

<TABLE>
<CAPTION>



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

Ethel Schwartz . . .  12,534,444      (2)    14%
--------------------  ----------  -------  -----
SOUTHWARK PROPERTIES   6,009,778  (3) (4)  .065%
--------------------  ----------  -------  -----
May Ltd. . . . . . .  23,304,249  (3) (4)    25%
--------------------  ----------  -------  -----
TriGM International.  22,442,999      (5)    24
--------------------  ----------  -------  -----
All Officers &
Directors. . . . . .  12,534,444      (2)    14%
--------------------  ----------  -------  -----

</TABLE>


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


  (2)  Includes  8,484,444  common  shares  owned  by  Ethel  Schwartz,  CEO.
Additionally Hyman Schwartz, a director of our company prior to the acquisitions
owns  300,000  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>
                                       Page 10

Item 13: Certain  Relationships  &  Related  Transactions:

  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. Victor Danenza, the
spouse  of  Ann Kellgran, a company affiliate, is a substantial beneficial owner
of  Visson. Furthermore, in accordance to our Agreement with MultiDisk, a sum of
$87,000  is  owed  to  May  Ltd., which we are required to pay after the Company
raises $500,000. May Ltd is an affiliate of our company and Victor Danenza has a
substantial  beneficial  ownership  in  May  Ltd.

Item  14: Subsequent  Events:

  On  July  15,  2004,  the  Company  announced  successful  completion  of  its
first-generation  product  prototype  of  prerecorded 15GB MVD (Multilayer Video
Disc),  providing 150 minutes of High-Definition (1080i) Video Content in MPEG-2
format.

  On August 4, 2004, the Company issued 5,000,000 common shares to an accredited
investor  in  exchange  of  $1,000,000  investment.

  On  August  4,  2004, the Company named Irene Kuan as Treasurer, and Chairman.
See  information  about  Irene  Kuan  below.

  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 common shares which shares are
subject  to  demand  registration.


Information  about  Irene  Kuan

  IRENE  KUAN,  TREASURER,  &  CHAIRMAN:  Irene  Kuan was appointed Chairman and
Treasurer effective August 4, 2004. Irene is a qualified accountant and has 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
management,  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.

Item 15 Exhibits & Financial Statements on Form 8K

8K  1-20-2004  Acquisition and related documents
8K  7-1-2004   Resignation of Officer
8K  8-9-2004  $1,000 investment



                             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, 2004 and 2003 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
August 2, 1999 (inception) through June 30, 2004. 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  the  June  30,  2004 and 2003 and the results of its operations and its cash
flows  for  the  period  August 2, 1999 through June 30, 2004 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. The Company is a development stage
company  and  has  had  no  significant  income  since  inception,  which raises
substantial  doubt  about  its  ability  to  continue  as  a  going concern. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty


Brooklyn  New  York
August  28,  2004

<PAGE>
                                        Page 11


                             New Medium Enterprises, Inc.
                          A Development Stage Company
                                  Balance Sheet
                              For the Period Ending
                                  June 30, 2004

<TABLE>
<CAPTION>



ASSETS                                                                            JUNE 30, 2004    JUNE 30, 2003
-------------------------------------------------------------------------------  ---------------  ---------------
<S>                                                                              <C>              <C>              <C>  <C>


CURRENT ASSETS
-------------------------------------------------------------------------------
   Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . .  $      103,930   $      557,894
-------------------------------------------------------------------------------  ---------------  ---------------
   Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           8,540          138,900
-------------------------------------------------------------------------------  ---------------  ---------------
  Prepaid  expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          30,667                0
-------------------------------------------------------------------------------  ---------------  ---------------
          Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . .  $      143,137   $      696,794
-------------------------------------------------------------------------------  ---------------  ---------------

   Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .         158,040                0
-------------------------------------------------------------------------------  ---------------  ---------------
       less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . .         (31,608)         126,432
-------------------------------------------------------------------------------  ---------------  ---------------    -  -
   Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0                0
-------------------------------------------------------------------------------  ---------------  ---------------
   Web site development costs/ Software Asset . . . . . . . . . . . . . . . . .               0                0
-------------------------------------------------------------------------------  ---------------  ---------------
   Intellectual property. . . . . . . . . . . . . . . . . . . . . . . . . . . .      14,877,509                0
-------------------------------------------------------------------------------  ---------------  ---------------

         Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   15,147,078   $      696,794
-------------------------------------------------------------------------------  ===============  ===============



LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------


CURRENT LIABILITIES
-------------------------------------------------------------------------------
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       53,314   $        6,525
-------------------------------------------------------------------------------  ---------------  ---------------
   Due to shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0                0
-------------------------------------------------------------------------------  ---------------  ---------------
          Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . .  $       53,314   $        6,525
-------------------------------------------------------------------------------  ---------------  ---------------

COMMITMENTS AND CONTINGENCIES
-------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------
  Preferred stock, $.001 par value, Authorized 10,000,000 shares ; none issued            -----            -----
-------------------------------------------------------------------------------  ---------------  ---------------
  Common stock, $.0001 par value , Authorized 200,000,000
-------------------------------------------------------------------------------
  & 100,000,000 shares;  Issued & outstanding  92,147,220 & 18,429,444 shares .           9,215            1,843
-------------------------------------------------------------------------------  ---------------  ---------------
  Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . .      16,443,185        1,867,402
-------------------------------------------------------------------------------  ---------------  ---------------
  Accumulated other comprehensive  gain (loss). . . . . . . . . . . . . . . . .         (11,658)          11,519
-------------------------------------------------------------------------------  ---------------  ---------------
  Deficit accumulated during the development stage. . . . . . . . . . . . . . .      (1,346,978)      (1,190,495)
-------------------------------------------------------------------------------  ---------------  ---------------

          Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . .      15,093,764          690,269
-------------------------------------------------------------------------------  ---------------  ---------------

Total Liabilities and Stockholders' Equity. . . . . . . . . . . . . . . . . . .  $   15,147,078   $      696,794
-------------------------------------------------------------------------------  ===============  ===============

</TABLE>


<PAGE>
                                             Page 12






                         New  Medium  Enterprises,  Inc.
                          A  Development  Stage  Company
                            Statement  of  Operations
                                For the Period Ending
                                    June 30, 2004







<TABLE>
<CAPTION>


                                                 ACCUMULATED
                                               ---------------
                                                FOR THE YEAR     FOR THE YEAR        FROM INCEPTION
                                               ---------------  ---------------  ----------------------
                                                    ENDED            ENDED        (AUG.  2, 1999) THRU
                                               ---------------  ---------------  ----------------------
                                                JUNE 30, 2004    JUNE 30, 2003       JUNE 30, 2004
                                               ---------------  ---------------  ----------------------
<S>                                            <C>              <C>              <C>


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


OPERATING EXPENSES
---------------------------------------------
  General   and administrative. . . . . . . .          94,460           55,222                 605,643
---------------------------------------------  ---------------  ---------------  ----------------------
  Research and Web Site development costs . .               0            3,275                 562,577
---------------------------------------------  ---------------  ---------------  ----------------------
  Officer's compensation. . . . . . . . . . .          62,000           50,000                 262,000
---------------------------------------------  ---------------  ---------------  ----------------------
  Loss on disposition of fixed assets . . . .               0           16,345                  16,345
---------------------------------------------  ---------------  ---------------  ----------------------
  Depreciation. . . . . . . . . . . . . . . .          31,608                0                  49,058
---------------------------------------------  ---------------  ---------------  ----------------------

     Total operating expenses . . . . . . . .         188,068          124,842               1,495,623
---------------------------------------------  ---------------  ---------------  ----------------------

      Income (loss) from operations . . . . .        (188,068)        (124,842)             (1,494,332)
---------------------------------------------  ---------------  ---------------  ----------------------

OTHER INCOME
---------------------------------------------
  Investment income . . . . . . . . . . . . .          31,585            6,349                 147,354
---------------------------------------------  ---------------  ---------------  ----------------------

     Loss before income taxes . . . . . . . .        (156,483)        (118,493)             (1,346,978)
---------------------------------------------  ---------------  ---------------  ----------------------

Income tax benefit. . . . . . . . . . . . . .               0                0                       0
---------------------------------------------  ---------------  ---------------  ----------------------

     NET LOSS . . . . . . . . . . . . . . . .       ($156,483)       ($118,493)            ($1,346,978)
---------------------------------------------  ===============  ===============  ======================

LOSS PER COMMON SHARE- Basic and Diluted. . .          ($0.00)          ($0.01)
---------------------------------------------  ===============  ===============




WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      49,515,851       16,754,444
---------------------------------------------  ===============  ===============



</TABLE>


<PAGE>
                                             Page 13





                         New  Medium  Enterprises,  Inc.
                          A  Development  Stage  Company
                            Statement  of  Cash Flow
                                For  the  Period Ending
                                     June 30, 2004




<TABLE>
<CAPTION>


                                                                  ACCUMULATED
                                                                ---------------
                                                                 FOR THE YEAR     FOR THE YEAR     FROM INCEPTION
                                                                ---------------  ---------------  ----------------
                                                                     ENDED            ENDED        AUG. 2, 1999-
                                                                ---------------  ---------------  ----------------
                                                                 JUNE 30, 2004    JUNE 30, 2003    JUNE 30, 2004
                                                                ---------------  ---------------  ----------------
<S>                                                             <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
--------------------------------------------------------------
     Net loss. . . . . . . . . . . . . . . . . . . . . . . . .       ($156,483)       ($118,493)      ($1,346,978)
--------------------------------------------------------------  ---------------  ---------------  ----------------
     Adjustments to reconcile net loss to net
--------------------------------------------------------------
       cash provided by operating activities:
--------------------------------------------------------------
          Depreciation . . . . . . . . . . . . . . . . . . . .          31,608                0            49,058
--------------------------------------------------------------  ---------------  ---------------  ----------------
          Write off of Web site development costs. . . . . . .               0                0           314,302
--------------------------------------------------------------  ---------------  ---------------  ----------------
           Stock issued for services rendered. . . . . . . . .          62,000           50,300           262,800
--------------------------------------------------------------  ---------------  ---------------  ----------------

          Changes in assets and liabilities:
--------------------------------------------------------------
             prepaid expenses. . . . . . . . . . . . . . . . .         (30,667)           1,740           (28,167)
--------------------------------------------------------------  ---------------  ---------------  ----------------
             current liabilities . . . . . . . . . . . . . . .          46,789          (22,464)           50,814
--------------------------------------------------------------  ---------------  ---------------  ----------------
             security deposit. . . . . . . . . . . . . . . . .               0            3,600                 0
--------------------------------------------------------------  ---------------  ---------------  ----------------

Net cash provided ( used)  in operating activities . . . . . .         (46,753)         (85,317)         (698,171)
--------------------------------------------------------------  ---------------  ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
--------------------------------------------------------------
     Purchase (write-off) of fixed assets. . . . . . . . . . .        (158,040)          17,445          (175,490)
--------------------------------------------------------------  ---------------  ---------------  ----------------
     Web site development costs/ Software asset. . . . . . . .               0                0          (261,402)
--------------------------------------------------------------  ---------------  ---------------  ----------------
     Investment in Intellectual property . . . . . . . . . . .     (14,877,509)               0       (14,877,509)
--------------------------------------------------------------  ---------------  ---------------  ----------------
     Investment purchased-net. . . . . . . . . . . . . . . . .         107,183         (109,218)          (20,198)
--------------------------------------------------------------  ---------------  ---------------  ----------------

Net cash provided (used) in financing  activities. . . . . . .     (14,928,366)         (91,773)      (15,334,599)
--------------------------------------------------------------  ---------------  ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
--------------------------------------------------------------
   Proceeds from sale of A,B and C units . . . . . . . . . . .               0                0         1,716,250
--------------------------------------------------------------  ---------------  ---------------  ----------------
   Offering costs-private placements . . . . . . . . . . . . .               0                0           (69,625)
--------------------------------------------------------------  ---------------  ---------------  ----------------
   Deferred offering costs-registration statement. . . . . . .               0                0           (40,000)
--------------------------------------------------------------  ---------------  ---------------  ----------------
   Issuance of shares for acquisition of Intellectual Property      14,521,155                0        14,521,155
--------------------------------------------------------------  ---------------  ---------------  ----------------
   Purchase of treasury stock. . . . . . . . . . . . . . . . .               0                0            (3,750)
--------------------------------------------------------------  ---------------  ---------------  ----------------
   Proceeds from sale of shares and warrants to various
--------------------------------------------------------------
   officers, founders and investors. . . . . . . . . . . . . .               0                0            12,670
--------------------------------------------------------------  ---------------  ---------------  ----------------
Net cash provided (used)  by financing activities. . . . . . .      14,521,155                0        16,136,700
--------------------------------------------------------------  ---------------  ---------------  ----------------
                                                                             -                -                 -
                                                                ---------------  ---------------  ----------------
NET INCREASE  (DECREASE ) IN CASH. . . . . . . . . . . . . . .        (453,964)        (177,090)          103,930
--------------------------------------------------------------  ---------------  ---------------  ----------------
Cash and cash equivalents, beginning of period . . . . . . . .         557,894          734,984                 0
--------------------------------------------------------------  ---------------  ---------------  ----------------

Cash and cash equivalents, end of period . . . . . . . . . . .  $      103,930   $      557,894   $       103,930
--------------------------------------------------------------  ===============  ===============  ================

SUPPLEMENTAL DISCLOSURES
--------------------------------------------------------------
Noncash investing and financing activities:
--------------------------------------------------------------
Issuance of common stock in exchange for services. . . . . . .  $       62,000   $       50,300   $       265,400
--------------------------------------------------------------  ---------------  ---------------  ----------------
Issuance of shares for acquisition of Intellectual Property. .      14,521,155                0        14,521,155
--------------------------------------------------------------  ===============  ===============  ================


</TABLE>
<PAGE>
                                            Page 14



                        New  Medium  Enterprises,  Inc.
                          A  Development  Stage  Company
                        Statement  of  Stockholders  Equity
                    For  the  periods  July  2002-  June  30,  2004



<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>


Balances, July 1, 2002.         16,419,444   $  1,642   $1,817,303      ($1,072,002)        ($7,243)  $  739,700
Issuance of shares
 for services
 rendered, March  2003. $0.03   2,010,000          201       50,099                                       50,300
Comprehensive gain. . .                                                                      18,762        18,762
Net loss for period
ended June 30, 2003 . .                                                    (118,493)                     -118,493
Balances,
 June 30, 2003. . . . .         18,429,444      1,843    1,867,402        (1,190,495)        11,519      690,269
Issuance of shares to
 officer for
services rendered
Oct. 2003 . . . . .  . $0.06    1,112,000          111       61,889                                       $62,000
Issuance of shares for
 purchase of. . . . . .$0.20   72,605,776        7,261    14,513,894                                    14,521,155
Intellectual properties
Comprehensive loss. . .                                                                    (23,177)       (23,177)
-----------------------
Net loss for year
ended June 30, 2004 . .                                                   (156,483)                       (156,483)
-----------------------
BALANCES, JUNE 30
                       , 2004   92,147,220   $   9,215  $ 16,443,185   ($1,346,978)          ($11,658)   $15,093,764
                  ---------  =============  ==========  =============  ==============  ===============  ===========
</TABLE>











<PAGE>
                                                       Page 15


New  Medium  Enterprises,  Inc.
A  Development  Stage  Company
Notes  to  Financial  Statements


                           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  Company's original
intention  was  to  operate  as  an  Internet  based E-commerce Company. Several
websites  were  formulated  whose  purpose  was  the  sale  of various goods and
services  to  both  consumers  and  businesses.  During  a  prior  fiscal period
management  had  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, 2004
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

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  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.

NOTE  2  -SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Intangible  Assets

Intangible  assets  are  stated  at  amortized  cost.  The  Company  reviews its
intangible  assets  for  impairment  annually  or  whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.


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, 2004 and 2003
there  were  no  significant  revenues.

Loss  per  share

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

Recent  accounting  pronouncements

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

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

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

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



NOTE  2  -SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
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 shares 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  recognized  under  this  accounting  treatment


NOTE  3-  LIQUIDITY  &  PROFITABILITY

As  reflected  in  the  accompanying  financial statements, the Company incurred
losses  for  the  current  and  prior periods and expects to incur a loss in the
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. It is management's
opinion  that  it  can  raise  the  needed  capital.


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
those  supplies.  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" will be amortized over its
expected  life  using  the  straight-line  method starting in the period where a
working  prototype  is  available.

Additionally,  in  connection  with  this  acquisition the Company has agreed to
undertake future payments of $174,000 after the successful raising of additional
capital  in  the  amount  of  $500,000.


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,  2004  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


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 Task Force (EITF).
The  EITF  recommends  following  the  guidelines of Statement of Position 98-1.
Under  SOP  98-1,  software developed for internal use is capitalized during the
development  stage  and  amortized  over  its useful life. The costs, which were
incurred  by  the  Company,  are considered application development stage costs,
which  are  capitalized  and  amortized. Certain costs in the amount of $245,000
were  charged to research and development expense on the statement of operations
in  a  prior  period  During  the  period  ended  June  30, 2002, management had
determined  that  the  Web  Site  was no longer feasible and had written off the
remaining  balance  and  expensed  it  during  that  period.


NOTE  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
was  organized to market education and entertainment productions. In August 2000
the Company acquired a majority stake in Broadeo Wireless Communications Inc., a
startup company that was involved in wireless communications. The Company issued
500,000  B  warrants  exercisable  at  $1.00  per  share  and 500,000 A warrants
exercisable  at  $1.50  per  share.

No  value  has  been  assigned  to  these  investments


NOTE  8-COMMITMENTS  AND  CONTINGENCIES

The Company is utilizing the home of its president as it office. It is occupying
the  premises  rent-free.

In  connection  with  the Multidisk Ltd. and TriGM International SA. acquisition
the  Company  has  agreed  to undertake future payments of $174,000 in the event
that  they  were  successful in raising additional capital of at least $500,000.
Additionally,  the  Company  has  entered  in  a  consultancy  agreement.  This
individual  is  to  receive  monthly  payments  of  $3,000.

Legal  Proceedings

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






NOTE  9-  STOCKHOLDERS'  EQUITY

The  Company's authorized capital stock consists of 200,000,000 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 it 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.

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

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

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

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


On  September  2,  1999 the Company sold through a private placement 251 Class A
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.










NOTE  9-  STOCKHOLDERS'  EQUITY  (continued)

These  shares  were  valued  at  $25,000,  which  approximates  the value of the
services  rendered.  In  September  2000  and May 2001 the Company issued 60,000
common  shares  for  services  rendered  to  Stratagram.

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

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

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

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

On  March  31,  2003 the Company issued 2,000,000 common shares to its president
for services rendered. These shares were valued at $50,000, which represents the
fair  market  value  of  the  shares  at  the date of issuance. The statement of
operations  was  charged  in  the  current  period  for  this  amount.

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

In  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.

In  connection  with the acquisition the Company issued 72,605,776 shares of its
stock  to  the  shareholders  of Multitask and TriGMThese 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 from $1.50 to $.25 a share in return for assigning six out of
seven  warrants  to  certain parties involved in the abovementioned acquisition.
These 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



NOTE  10-SUBSEQUENT  EVENTS

On July 18, 2003 the Board of Directors voted to extend the Series A,B,C,D and E
warrants  until  July  2005.

In  August  2004  the Company issued 5,000,000 common shares to an individual in
exchange  for  $1,000,000.

In  August  2004  the Company entered into a consulting agreement for consulting
services.  The  company  paid  a fee of $75,000 and issued 875,000 common shares






                           NEW MEDIUM ENTERPRISES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES  TO  FINANCIAL  STATEMENTS


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:  Ethel  Schwartz
                              CEO,  President,  Director
Date:   September  ,  2004

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


                              By  Ethel  Schwartz
                              CEO,  President,  Treasurer
                              and  Director

                              Date:  September 13 ,  2004



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