SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
                        ---------------------------------




                                  FORM  8-K

                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                         SECURITIES  EXCHANGE  ACT  OF  1934


           DATE  OF  REPORT  JANUARY  13,  2004
           DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------

                           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.)


  (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

                               TABLE  OF  CONTENTS:


<TABLE>
<CAPTION>

CURRENT REPORT:  ITEM #1 CHANGE IN MANAGEMENT & CONTROL          2
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<S>                                                            <C>

CURRENT REPORT:  ITEM #2 ACQUISITION OF ASSETS. . . . . . . .   2
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CURRENT REPORT:  ITEM #6 RESIGNATION OF DIRECTORS                 17
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AGREEMENTS & CONTRACTS. . . . . . . . . . . . . . . . . . . .   3
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SUMMARY OF CONSIDERATIONS TO BE PAID: . . . . . . . . . . . .   3
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CAPITALIZATION: . . . . . . . . . . . . . . . . . . . . . . .   3
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FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . .   3
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OUR COMPANY HISTORY:. . . . . . . . . . . . . . . . . . . . .   4
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RECENT DEVELOPMENTS:. . . . . . . . . . . . . . . . . . . . .   4
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ACQUISITION OF RMD  ASSETS & BUSINESS:. . . . . . . . . . . .   4
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THE BASIS FOR THE RMD TECHNOLOGY: . . . . . . . . . . . . . .   5
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MARKET OPPORTUNITY. . . . . . . . . . . . . . . . . . . . . .   5
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OUR COMPETITION:. . . . . . . . . . . . . . . . . . . . . . .   5
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FUTURE PRODUCTS PLANNED:. . . . . . . . . . . . . . . . . . .   6
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THE BUSINESS MODEL. . . . . . . . . . . . . . . . . . . . . .   6
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THE OPPORTUNITY:. . . . . . . . . . . . . . . . . . . . . . .   6
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THE TECHNOLOGY. . . . . . . . . . . . . . . . . . . . . . . .   7
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INTELLECTUAL PROPERTY PROTECTION: . . . . . . . . . . . . . .   9
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BUSINESS RELATED RISKS. . . . . . . . . . . . . . . . . . . .   9
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INDUSTRY RISKS: . . . . . . . . . . . . . . . . . . . . . . .  13
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RISKS RELATED TO OUR COMMON STOCK . . . . . . . . . . . . . .  14
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PLANS OF OPERATIONS: . . . . . . . . . . . . . . . . . . . . . 15
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CHANGE IN MANAGEMENT & CONTROL: . . . . . . . . . . . . . . .  16
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CURRENT REPORT  ITEM  6  RESIGNATION  OF  CURRRENT  DIRCTORS   17
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DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . . . .  17
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INFORMATION CONCERNING OFFICERS & DIRECTORS:. . . . . . . . .  17
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EXECUTIVE COMPENSATION POLICY . . . . . . . . . . . . . . . .  17
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EXECUTIVE  COMPENSATION HISTORY:. . . . . . . . . . . . . . .  18
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<PAGE>
PAGE                       1

2001 STOCK OPTION PLAN: . . . . . . . . . . . . . . . . . . .  18
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2004 STOCK OPTION PLAN: . . . . . . . . . . . . . . . . . . .  19
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FUTURE EXECUTIVE COMPENSATION:. . . . . . . . . . . . . . . .  19
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CERTAIN BENEFICIAL OWNERS:. . . . . . . . . . . . . . . . . .  19
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DILUTION: . . . . . . . . . . . . . . . . . . . . . . . . . .  20
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SHARES ELIGIBLE FOR FUTURE SALES: . . . . . . . . . . . . . .  20

VOTE BY CONSENT OF 78% OF SHAREHOLDERS:                         21
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SCHEDULE OF EXHIBITS: CURRENT REPORT ITEM #7. . . . . . .   21
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</TABLE>

CURRENT  REPORT:  ITEM  #1  CHANGE  OF  CONTROL  AND  MANAGEMENT
CURRENT  REPORT:  ITEM  #2  ACQUISITION  OF  ASSETS
CURRENT  REPORT:  ITEM  #6  RESIGNATION  OF  DIRECTORS
CURRENT  REPORT:  ITEM  #7  EXHIBITS


BACKGROUND:

On  January  13,  2004,  with the consent of 78% of the shareholders, New Medium
Enterprises,  Inc  executed  definitive agreements with two separate entities To
acquire  the  business  and all of the intellectual property assets of a new and
emerging DVD format known as RMD, (Reflective Multi-Layer Disc) and an Agreement
with a specialized Scientific Development Team to conduct the R&D activities and
development  of  the  technologies  acquired.
..

The  RMD format is a high definition proprietary format under development, based
on  an  integration  of  concepts and inventions made independently by groups of
scientists  in  several  European  countries,  many  of  which  have  extensive
experience  with  a multitude of past and present formats of optical storage and
in particular with multiplayer optical structures. The technology is designed to
usher  in  high  definition  TV  and  high  capacity,  next generation DVD discs
believed  to  be capable of exceeding current capacity of 4.7GB one layer DVD by
ten  fold,  with  later generations up to 100GB. The higher capability is needed
because  broadcasters  and  movie  studios are planning to take advantage of the
emerging  high-definition television screens to produce more digital programming
with  multitrack  sound  and  much  better  resolution.  With  the current 4.7GB
standard  DVD and two layer DVD 9, recording a full featured length film in high
definition  cannot  be  achieved. Consequently, the media  recording industry,
producers,  and  content providers are eagerly seeking a cost effective solution
to  this  limitation.


Since  RMD uses for read/write the current standard: red laser technology, it is
anticipated  that it will require no significant change to the current mastering
and  replicating  infrastructure of standard DVD and thus it is believed will be
easily adaptable for mass marketing with cost efficiency. Competing technologies
under  development  are  based  on  blue-laser  which  is  anticipated  to  add
significant  costs  to  the  DVD  infrastructure  and thus will make the product
expensive  to  the  media  recording  industry, content providers producers, and
consumers.  Last  spring,  Tokyo-based  Sony  Corp.  was  the  first  consumer
electronics company to begin offering next-generation DVD recorders, for roughly
$3800.  Sony leads a consortium called Blu-ray Disc, which is pushing one of two
competing standards for the design of the discs, players, and recorders that use
blue  lasers.  The group includes 10 major consumer electronics companies, among
them  Hitachi,  Matsushita,  Royal  Philips  Electronics, and Samsung. The other
standard,  Advanced Optical Disc (AOD), has been proposed by Toshiba and NEC, no
AOD-based  products  are  currently  available  in  the  market.

AGREEMENTS  &  CONTRACTS

We  entered  into  the  following  Agreements and arrangements to secure the RMD
assets  and to assemble the scientific team capable of developing the prototypes
and  products.

AGREEMENT  #  1  On  January  13, 2004, New Medium Enterprises, Inc. executed an
agreement  to  acquire  all  the  assets  of  MultiDisk  Ltd. in exchange of the
issuance  of  38,557,777  shares of New Medium Enterprises, Inc. MultiDisk, is a
high  capacity optical media and next generation data storage company that holds
certain  intellectual property assets pertaining to the new emerging proprietary
Reflective  Multilayer  Disc,  RMD  format.

In  connection  with  the acquisition, we have agreed to provide initial funding
out  of  our  available capital of (i) $77,500 to repay a loan, (ii) $25,000 for
broker fees, in connection with the acquisitions, (iii) to allocate $185,000 out
of  our  available  funds  for  administrative  operations  and  public  company
functions  and  (iv) undertake future payments of $87,000 after we raise accrued
amount  of  $500,000.

<PAGE>
PAGE                                   2

Agreement  #  2:

In  a separate transaction on January 13, 2004, New Medium executed an agreement
to  acquire  all  of  the  RMD  intellectual property held assets held by Tri-GM
International  S.A.  in  exchange  of  the  issuance of 27,792,999 shares of New
Medium  Enterprises,  Inc.  Tri-GM  International  S.A.  holds  all  of  the
complementary intellectual property assets pertaining to the technologies of the
RMD  format.

In  connection with the acquisition, we have agreed to undertake future payments
of  $87,000  after  we  raise  accrued  amount  of  $500,000.

AGREEMENT  #  3  On  January  13,  2004,  New  Medium  Enterprises  executed  a
Scientific Development Agreement with  PG, Engineering S.A. in exchange of the
issuance  of 6,255,000 to PG Engineering and/ or their designees. PG Engineering
S.A. consists of a unique scientific and entrepreneurial team with many years of
experience in optical storage Media development and specifically with properties
of  multi-layer  optical  structures.  In  accordance  to  the  Agreement,  R&D
activities  will  be designated to PG Engineering SA The overall management will
be  carried  out  from  our  Company's  headquarters  in New York and offices in
London.  We  will provide initial funding of $302,000 out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment, know-how, and products will belong
without  exception  to  us.

SUMMARY  OF  CONSIDERATIONS  TO  BE  PAID:
Aggregate  common  shares  to  be  issued  to  above  parties      72,605,776

Aggregate  funds  to  be  allocated  for  repayment  of
Loan  and  broker  fees  and  future  operations  &  Development     $589,500

Aggregate  future  payments  to  be  made:                              $174,000

See  Also  Page  18  -2001  Stock  Options  Plan

CAPITALIZATION:
Via  consent  of  78%  of  the  shareholders of  New Medium Enterprises, Inc. we
raised  our  authorized  common  shares  from 100,000,000 to 200,000,000 shares.

Common  Shares  Outstanding  Prior  to  the  Acquisitions        19,541,444

Shares  issued  pursuant  to  the  Acquisitions  &
Development  Agreement                                                72,605,776

Common  Shares  Outstanding  After  the  Acquisitions
&  Development  Agreement                                             92,147,220

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                       10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                            8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000


RISK  FACTORS

FORWARD  LOOKING  STATEMENTS

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

     .  Failing  to  produce  a  workable  prototype.

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

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

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

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

<PAGE>
PAGE                                    3

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

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


     .  difficulties  in  forming  and  maintaining  successful  joint  venture
        relationships;

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

     .  changes  in  data  storage  technological  protocols  and  standards;

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

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

     .  limited  operation  and  management  history;

     .  dependence  on  key  personnel;

     .  other  factors  discussed  in  this  8-K  Report


OUR  COMPANY  HISTORY:

We  were  organized  in  the  State  of  Nevada on August 2, 1999 under the name
Shopoverseas.com  Inc.  On  July  10,  2000,  we  changed our name to New Medium
Enterprises,  Inc.  We  were  formed for the purpose establishing a portfolio of
Internet  related  businesses,  including  (i)  the development of our -Commerce
Software  Platform-CodeTrek  (ii)  Acquisition  and  planned  development of our
Broadband internet Services platform, (iii) and a portfolio of websites designed
for  internet  commerce.


RECENT  DEVELOPMENTS:

As  a  result  of  steadily  declining  market conditions severely impacting the
markets  for  our  CodeTrek  proprietory  software,  for  our  Broadeo  Wireless
business, and for our portfolio of internet web sites, during 2001 we decided to
abandon indefinitely allocation of our resources to these assets, and further to
write  off  all of the assets on our books pertaining to the above businesses so
that  we  can  preserve  our resources for an acquisition of a business. For the
past two years we have been in negotiations with numerous acquisition targets in
an  attempt to find a suitable acquisition for our Company. On December 15,2003,
the  Board of Directors voted in favor acquiring the above assets with intention
of  developing  RMD  as  our  core  business.

ACQUISITION  OF  RMD  ASSETS  &  BUSINESS

For  the  past  5  years, leading companies of the DVD Forum have been investing
heavily  in  research  to  provide  DVDs  with  an  order  of magnitude which is
considerably  greater in storage capacity than what is available at present. The
driver  for  this  research  has  been  the advent of digital television and the
broadcast  of  High  Definition  Television  (HDTV)  programmes.  There  are
government-backed  activities  on both sides of the Atlantic forcing the pace of
conversion to digital television but as yet we are not aware of a convenient way
for  the  consumer  to play back HDTV recordings - A feature length film in HDTV
format  requires  a  greater capacity of memory space than what is currently the
standard  of  4.7GB.  What  is  needed,  therefore,  is a medium that will offer
sufficient  capacity  for  a  DVD designed for high definition, but which can be
retailed  relatively  cheaply  as  a  consumer  product.

REFLECTIVE  MULTILAYER  DISC  TECHNOLOGY  (RMD)  is  based  on an integration of
concepts  and  inventions  made independently by groups of scientists in several
European  countries, many of which have extensive experience with a multitude of
past  and  present formats of optical storage and in particular with multi-layer
optical  structures.  RMD appears to shows every sign of being able to meet this
requirement.  RMD  provides  for a disc which in format, dimensions, weight, and
coding  will  conform  to the standards set for DVD, minidisk and, indeed, other
information  carriers.  Additionally,  the  optical  reader/player  can  be made
compatible  with  current DVD formats. The difference is that a RMD can be built
with 20 data-bearing layers, as against the current maximum of two for DVD 9. It
is  possible  therefore,  using  this  technology,  to produce RMD with 100GB of
memory  space.

<PAGE>
PAGE                                          4

From  the  commercial/industrial  point of view, the particular advantage of the
RMD  invention  - as against other ongoing lines of research - is that while the
technology  is  cutting  edge  and  there  is  a patent application covering the
multiple  laminations - and also the optical paths between them and the reader -
it does not impose any fundamental change on current DVD manufacturing processes
nor  in the way in which content is replicated. The RMD drive is very similar to
the  standard  DVD  player,  there being only small modifications needed for the
multilayer readout option. Thus the production of both the drivers and the discs
themselves  could  be  taken  on at existing DVD manufacturing facilities with a
minimum  of  upheaval.  For  that  reason,  RMD  can be presented as an upgrade,
offering  considerable added value, without commensurate increases in production
costs.

The  feasibility  of  the  RMD  has  only  been  proved at laboratory level and,
encouragingly,  in-house  technical audits to date have not brought to light any
significant  technological  or  engineering  risks. That is not to say that full
development is free of challenges. The aim is to have a first prototype finished
during  the  second  half  of  2004.  At  its conclusion, it will be possible to
demonstrate  the recording and playback of a multiple layer disc and driver with
the ability to read all layers without any cross-talk, static or loss of quality
whatsoever.

THE  BASIS  FOR  THE  RMD  TECHNOLOGY:

Since  it  is  extremely  difficult  to reliably put more than two layers onto a
single  disc  the  industry  was  forced  to  seek  a  solution  with  the
higher-frequency,  higher-resolution,  and  much more expensive blue laser. This
direction  offers  more data per layer, yet remains limited at 2 layers. The RMD
Scientific  Team has chosen to solve the problem of the medium itself instead of
resorting  to  changing  the laser. They have developed and patented a technique
that  puts  multiple  layers (up to 20) on a single disc with no quality loss in
the  content  stored and read from all layers. The scientific team undertook and
succeeded  in  this  amazing  achievement  with  minimal changes to the hardware
structure  of  current  red  laser  DVD  players.  We believe, this will prove a
significant  advantage  as  the  temperamental  blue-laser  technologies require
significant  and expensive changes in production facilities both for DVD players
and  the  disc-media  themselves. (Sony's released blue laser has a retail price
tag of 3.800 USD in Japan), whereas the initial non-automated production cost of
RMD  unit is likely to be around current high end DVD's(approximately USD $200).

MARKET  OPPORTUNITY

Our  product relates to the huge, and extremely fast growing, sector of the data
storage  market  - optical disc storage - of which DVD formats have an effective
monopoly  presently.  According to the International Recording Media Association
(IRMA)  in  the  year  2001  CD  sales  globally  amounted to 8.8 billion units,
providing  USD 3.1Bn in revenue to the recording industry. In 2002, this rose to
around 10 billion units earning USD 5Bn. However, over the last two years, there
have  been  signs that the CD market has become saturated and is now yielding to
the  demand for a carrier with greater capacity, namely the DVD. DVD replication
is  now the most promising segment of the whole data optical storage market. The
IRMA  report shows that 849 million DVD-video units, 16 million DVD-audio and 63
million  DVD-ROM  units were produced last year. For 2003, IRMA predicted almost
two  billion  DVD-video  units,  a  hundred  million DVD-audio and more than two
hundred  million  DVD-ROM  units  will  be produced worldwide. The sales of high
definition  programs have expanded into many markets, especially in the US, with
particular  emphasis  on the delivery of popular sports programs. Quoting Joseph
A.  Flaherty,  Senior Vice President of CBS Television at The Home Entertainment
Show 2002: "HDTV is alive, healthy and growing in America and conditions for its
rapid  expansion  are  all  in  place.  Expansion requires an ample supply of HD
programs,  HD distribution systems and HD packaged video systems". He continued,
"As  to  programming,  HDTV  programs are readily available in quantity and have
been  for  many  years  virtually  all  of  the  CBS  prime  time  entertainment
programming  (broadcasting)  is  in  HDTV".

The  FCC  is  phasing  in the tuner requirement, starting with the largest, most
expensive televisions TVs 36 inches or larger must have the tuners by July 2004,
while  most  smaller  sets  will get them by July 2007. More immediately, all TV
stations in the US are required be capable of broadcasting digital TV by the end
of 2007. Whilst the US is effectively in the vanguard of the move to digital TV,
European  and  Asian  countries  are  following  closely on their heels. It goes
without saying, therefore, that there is already an established demand for an HD
packaged  video  system  to  keep  abreast of HDTV and, indeed, digital cinema -
essentially  in  the  form  of  an optical disc. DVD replication is now the most
promising  segment  of  the  whole  data  optical  storage  market.

OUR  COMPETITION:

While  Blu-Ray  development  and other developments by Toshiba & NEC continue to
face a number of serious technical challenges with both the disc and the reader,
and  is reported to be still some distance from being a fully viable product, we
estimate  that  RMD  could go into commercial production very quickly. Moreover,
there  is no theoretical or practical reason why blue laser technology might not
be  applied  to  RMD  when,  in the fullness of time, it does come on stream. In
fact,  that  would  multiply  the storage capacity of a blue laser DVD to around
200GB.  Finally,  it is worth noting that the retail price of "DVD-Blue" unit is
presently  priced  at 3.800USD in Japan for Sony's first Blue Laser DVD. Whereas
the initial non-automated production cost of RMD unit is likely to be around USD
$200.

<PAGE>
PAGE                                5

The  challenge  for  us  to  persuade  the  DVD  Forum  of the advantages RMD is
anticipated  to  be  enormous.  The campaign to achieve acceptance will begin as
soon as possible after the completion of the prototype as it is anticipated that
success  with our prototype will attract significant attention in the markets of
the  Western world. Additionally, there is another huge market to be considered:
China  and  its  sphere  of influence. For some time now, China has been unhappy
with the domination of the sector by the DVD Forum and its imposition of charges
for  the  application  of  DVD  formats.  In  an  effort  to break free from its
strictures,  the  Chinese  Government  is  sponsoring  research into alternative
formats.  We  hopes  to become an important player and provider of the necessary
know  how in order to assist several multinational companies in their hunt for a
competitive  advantage  over  other  consortiums  in  the  battle  for  the next
generation  DVD  standard.

FUTURE  PRODUCTS  PLANNED:

It  has  been  mentioned  that  the  usual  CD/DVD  technology  does  not  allow
manufacturing  discs  with more than two layers (from one side). In contrast RMD
technology  allows building discs (and players) with 5, 10 up to a maximum of 20
layers.  Our  product is a multi-layered reflective disc. Its format, dimension,
weight,  coding,  technological  and  operational  standards,  as  well  as  the
corresponding parameters of the drives/players (including reading rate and power
consumption) can meet if chosen by us the regular standards of CD, DVD, minidisk
and  other  existing  information  carriers.


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  not  inferior and even superior to the "blue" DVD products
under development. RMD-HDTV ROM (pre-recorded), 120mm polycarbonate 1.2 mm thick
single-sided disc. Total capacity 18GB-36GB. Variable bitrate 18 Mbs-60Mbs. Main
applications  - High Definition TV (1080i, 1080p and 720p standards) and Digital
Cinema.

Second  generation  products

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

RMD - 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  "RMD-Blue" 10- layer and 20- layer RMD. 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).


THE  BUSINESS  MODEL

We  plan  to  pursue  discussions  with the major players in each of the several
consortiums  in  the  global  arena  of  DVD manufacturing. We plan to offer our
patented  knowledge  and  know how on how to manufacture hi-capacity multi-layer
discs  and  players with marginal cost increases. We believe these discs holding
up  to  100GB  will generate royalty and license fees on a per-unit basis. Since
our  multi-layer  technology  is  applicable  to  both  red-  and  blue-laser
technologies,  we are not limited to dealing with a single consortium or company
in  the current standards war. When having the first prototype ready, we believe
we  will  rapidly  transform  ourselves from a pure R&D company into a licensing
operation  with  the  sole  objective  of  signing  the  most effective suite of
top-level agreements for our shareholders. We seek to make sure that all players
and  discs  in  the  future  are  capable  of  using  the  our  technology.

THE  OPPORTUNITY:

We  believe  that RMD is an innovation which is capable of meeting the near term
demand for a HD-packaged video system as a consumer product; capable in the near
term  of  having the capacity for sufficient data for a HDTV full length feature
film and, after development, up to 100GB using conventional red laser technology
or  200GB  if  implemented  in  blue  laser  devises. We believe we hold a major
advantage in the dynamic invention that lets it become implemented in any of the
two  major  technologies  of  the future (red and blue laser). There are a wider
range  of  advantages  if  applies  to  red  laser  such as the very low cost in
production  since the invention needs very little change in production lines and
hardware  structure. For red laser we believe we will have the capability to run
all  old  formats of DVD which is a major advantage from a consumer perspective.
The  fact  that  we  are  not  aware  of  any other company capable of producing

<PAGE>
                                     PAGE 6

multiple  layers  disc and player devises provide the core opportunity for us to
become successful, and for every day that passes and the battle for dominance in
controlling  the  forthcoming DVD standard, the more opportunity will be created
for  us  to  get  attention  and  the  ability  to  build  mutually  beneficial
partnerships  in the industry. All focus at the moment lies in creating the long
anticipated  first  prototype  and  have  it sent to awaiting companies that are
eagerly  awaiting  its  return  for  trial  periods  and  testing.

THE  TECHNOLOGY

INTRODUCTION:

An  entirely  different  method of recording data is used for optical discs. The
word  optical  resonates  a relationship to light. To make an optical disc, tiny
lasers  create  peaks  and valleys in a plastic layer on a circular disc. In the
device  that  reads the optical disc these peaks and valleys are read as 1's and
0's  by  shining another laser on the disc. The most common size of optical disc
is  the  CD-ROM, which stands for Compact Disc - Read Only Memory. It looks just
like  an  audio CD. Almost all software is being distributed on CDs now. The CDs
that contain commercial software are of the Write Once Read Many (WORM) variety.
They  can't  be  changed once they are created. This is where the ROM part comes
from.  What  you  need for backup storage of changing data are rewritable discs.
These use a different material for the laser to work on that can be softened and
lasered  again.

DVD  - Digital Video Disc (Also known as Digital Versatile Disc). DVD technology
uses  a very short wavelength laser beam to read pits from the spinning platter.
The  technology  used  is  MPEG-2  for  video and AC-3 for audio. A decoding I/O
card  is  needed to decompress the data. This card can be an ATAPI or SCSI card.
The  standard  DVD  holds  4.7GB  of information on one side of the platter. DVD
discs  which are double sided ( data on both sides of the disc) must be manually
flipped  in  order  to play the other side of the disc. There are 3 types of DVD
drives,  Read  Only,  Recordable and Rewritable with standard capacity of 4.7GB.

The  world  data  storage  market needs low-cost high-capacity formats that have
substantially  greater  capacity  than  the  current  standard  of  4.7GB.
Quasi-Reflective  Multilayer  Disc  technology-  RMD- offers a solution which is
predicated on increasing capabilities by multiplication of number of layers. RMD
technology  uses proprietary read-out principle and proprietary quasi-reflective
disc  construction resulting in dramatic reduction of interlayer cross talk. RMD
technology  is  based  on  classical DVD machinery, technologies and inexpensive
commercial  red  lasers. Our red laser based products (RMD) is anticipated to be
equivalent to the "blue" products in their capacity and speed parameters, and is
anticipated  to  compete  directly with the latter. However, we believe that our
technology has a resolute advantage - technological simplicity of disc and drive
manufacturing.  A leading Japanese company (Toshiba, public report October 2001)
admitted that the blue laser replicated discs (ROM) may not be attainable at all
in  the context of existing DVD manufacturing technologies. Reliable replication
of  pits  of  the  size appropriate for blue laser technology in industrial mass
production  environment  would  require  total  refurbishing of all existing DVD
production machinery with vastly more complicated and expensive ware. This is in
addition  to  the  difficulties related to blue lasers themselves: they are less
reliable and by far more expensive than red lasers. The layer structure of a RMD
looks like a conventional DVD layer. The main difference is that the information
layers  are  made  using quasi-reflective proprietary technology. As a result, a
laser  beam  when  reflecting  from  RMD  layer generates no interference with a
signal  reflected  from  the  surface  outside  the  information pits ("land" in
professional  lingo).  RMD-disc  is  a stack of thin 20-30 microns (micrometers)
plastic sub-layers bonded to each other. Each of those layers is manufactured by
replication  from standard masters, made as a rule from nickel, (masters) in DVD
or  other  formats.

Each  information  layer  is  manufactured  by replication-like technology using
standard  DVD  like  masters  and  machinery.  Unlike in the case of the present
conventional  reflection  discs,  in  RMD  discs,  interlayer  cross  talk  is
drastically  diminished.  It is this cross talk caused by parasitic interference
of  multiple  reflected  coherent  signals  that  in  particular establishes the
2-layer limit for DVD. The appropriate technology has already been developed and
it is the principle know-how of our RMD Team. This technology helps to avoid the
optical interference principle of reading that is currently used in the DVD, and
provides  the  basis  for  multi-layer RMD. The multi-layer quasi-reflective ROM
technology of RMD is based on the technology elements taken from the marriage of
the  elements  of  semiconductor  photolithography  and  the  usual  replication
technology.

RMD  technology  has  been  designed  in  laboratory  conditions  for  RMD  disc
production  to  be  compatible with current DVD industrial infrastructure and we
believe  this technology will be adopted for mass production with relative ease.
RMD  technology,  as  well  as  DVD  technology,  is  based on polymer materials
(polycarbonate, etc.), so the manufacturing price per unit will be close to that
of  DVD.

One  of  the  key  advantages  of  the  RMD  technology  is  its nearly complete
compatibility  with  DVD  production  machinery.  The  drive  for  reading  the
multi-layer  discs  will  require  insignificant  modification  with  respect to
standard  DVD  drives.  RMD  may  use  existing DVD drives with some redesigning
(proprietary) of the optical head, therefore the commercialization and upgrading
of  our  disc/drive  technologies  to mass production scale is anticipated to be
cost  effective.  Our  proprietary  technology  has  the following technological
advantages:

<PAGE>
PAGE                                    7

High  Data  capacity:  multiple-fold  data capacity increase over a single-sided
DVD, (we anticipated that when blue lasers are commercially available there will
still  be  a  similar  advantage  over  conventional  blue  laser  discs).
Cost:  We  believe  the production cost of RMD will be commensurate with that of
DVD.  We  believe  that existing DVD equipment may be used for the manufacturing
process  provided  there  are  two  additional  operations, the cost of which we
estimate  will  not  exceed 5% of the total production cost. We believe the cost
will  be  definitely  lower  than  the  cost  of  "blue"  discs.

Proven  manufacturing  processes:  no  extra development of special equipment is
needed  for  manufacturing  and  mass  production  of  discs  and  drives.

Mass  production opportunity: cost effective mass production technology close to
DVD  replication  technology.

Like FMD technology (Fluorescent Multi-layer Disc developed by Constellation 3D,
Inc.,  at  present  bankrupt),  multi-layer  RMD technology uses inexpensive red
lasers.  However,  compared  to  the  former, the RMD technology boasts at least
three  key  advantages:

The  magnitude  of  response RMD signal is nearly 1000 times higher than that of
the  FMD  (theoretical  calculations).  We believe that this simplifies disc and
drive  manufacturing  when  compared  with  FMD.  (The  fluorescence  is  a weak
phenomenon and as a result the FMD signal in all probability is also weak. It is
our view that weak signal would make hard to obtain the standard level of signal
to  noise  level).

RMD  technology  does  not use sensitive organic dyes. Application of unfamiliar
chemical  Technologies is highly disturbing for the optical storage community of
engineers.  RMD  will  be surely a more comfortable technology for acceptance by
industry.

Service  life  of  RMD  discs  is  anticipated  to  be  at  least the same as of
 DVD  discs.


It is inevitable that questions would be raised as to the similarity between RMD
and FMD technologies. Brief discussion should help to understand the difference.
The  basic  assertion  of  FMD  technology  (made  public  many  times)  is that
multilayer  discs  are  possible  only  if  the response signal triggered by the
reading  laser beam is non-coherent. This is why the response signal used in FMD
is  fluorescent  response  rather  than  the reflected laser beam. As far as the
usual  structure  of  DVD  is  considered  the  claim  seems  to be correct. The
calculations  of  our  RMD  team  seem  to corroborate the fact that it would be
difficult to avoid destructive diffraction and other negative optical effects of
coherent  response  signal  in  more  than  two  layers  of  DVD  structure.


The  RMD  technology  discovered the method of minimizing the above difficulties
even  though  the  reflected laser beam signal remains coherent. Thus we can use
the quasi- reflected laser beam as response signal and at the same time avoiding
its  destruction that would be typical under usual conditions such as are in DVD
structure.

Thus  the  basic  physics  and technology of RMD is fundamentally different from
FMD.  This holds true for both the disc and the drive. We are confident that the
RMD's  physical  structure will inspire the whole optical data storage community
and  will facilitate industrial support for the HDTV and Digital Cinema markets.

The  First  Generation  products (see above) based on classical DVD technologies
and inexpensive commercial red lasers are equivalent to the projected "blue ray"
DVD  products  in their capacity and speed parameters, and they directly compete
with the latter. However, they have decisive advantages - relative technological
simplicity  of  the disc and drive manufacturing and in consequence dramatically
lower  cost.

Disc:  RMD requires 0.4 micron technology as for a standard DVD; The "blue" ones
need 0.2-micron technology. It requires quite incredible accuracy of replication
of  the  pits  edges  and  depth.  Such accuracy although possible in laboratory
conditions  presents  real  challenge  for  the  modern  mass  production.

Drive:  RMD  may  use  existing  DVD drives with some redesigning of the optical
head.  The  "blue" discs of the same capacity require: "blue" lasers - the laser
cost alone is substantially higher than the cost of commercial DVD drives, while
the  prospect  for  the  development  in the near future of some new inexpensive
technology is questionable; high aperture optics (NA 0.8) puts extreme demands
on  the  disc's production precision and homogeneity. In conjunction the drive's
tracking  and focusing system becomes very complicated and expensive; drives are
very different from the existing DVD drives. Replication production equipment of
"blue" discs should be quite different, despite the assertions by some companies
that  it  would be "essentially the same". Recent admissions made by Toshiba are
revealing  in this respect. Pricing. The production cost of "blue ray" player is
presently  estimated  as  over  USD  1.800.(RMD  player  will  cost  1/10th,
approximately  USD  $180-$200.

It  appears  that  the  prospects  for  the  developing  in  the  near future of
inexpensive  and reliable "blue" ROM disc and drive reaching the requirements of
HDTV  markets  are  not  bright.

<PAGE>
                                    PAGE 8

Nevertheless,  it  should  be  emphasized  that  we  also  foresee  the  future
generations  of  RMD based on blue lasers. However the multilayer structure will
allow  a  proper  reduction  in  tolerance demands as applied to one information
layer  and  at  the  same  time the increase in capacity of the discs which will
never  be  achieved  in  the  framework  of  the  usual blue laser DVD's. As the
semiconductor  industry recognizes and it is on the verge of manufacturing of 3D
transistors  ,  similar  expectations  are anticipated for the storage carriers.
There  is  no  way to comply with the Moore Law unless 3D principle of recording
and  storage  of  data is adopted by optical storage industry. In this sense the
FMD  technology pioneered by Constellation 3D Inc. was a valid and sensible one.
However  the  technological  solutions proposed are different and vastly simpler
for  implementation  and  integration  into the existing industrial environment.

INTELLECTUAL  PROPERTY  PROTECTION:

I  The first comprehensive patent titled "Multi-layer quasi-reflective media and
method of its manufacturing" has been filed initially as a provisional US patent
application  with  the enlarged version prepared as regular PCT & US application
which  has  been  submitted recently. This patent covers the basic technological
principles  and  processes  of  manufacturing  of  RMD.  In addition, as per the
acquisitions  of  MultiDisc  and  TriGM  International  S.A.  we are acquiring a
portfolio  of  researched  and  isolated  patentable  inventions  related to RMD
technologies  for which we plan to apply for patent protection in the future. It
is  also  expected  that  we  will  develop  new derivative concepts, as well as
supplementary technological solutions and processes, resulting in patents and/or
know-how,  which  will be expanded upon and enhance the original RMD concept and
intellectual  property.

  RISKS:

With  the  acquisitions of the RMD business and intellectual property assets, We
are  subject  to  certain  risks  and  uncertainties.  In considering whether to
acquire  our  common  stock,  you  should  carefully  consider  the risk factors
described  below.  You  should consider these risk factors, together with all of
the  other information in this 8K and the documents we have incorporated, before
you  decide  to  purchase  shares  of  our  common  stock.

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

  BUSINESS  RELATED  RISKS

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

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

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


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

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

<PAGE>
PAGE                                        9


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

WE  WILL  NEED  TO  RAISE  ADDITIONAL  FUNDS  WITHIN  THE  FIRST  SIX  MONTHS.

We  have  relatively  significant  operating capital needs and only very limited
capital  resources.  Pursuant  to our Agreement with PG Engineering, S.A. out of
our  available  funds,  we  will  allocate  $302,000  of  our  resources  to  PG
Engineering,  for  the  development  of  the  first  stage  of the Prototype. In
addition,  we  will  allocate  $77,500  for repayment of a loan, and $25,000 for
broker  fees  in connection with the acquisitions plus an additional $185,000 to
be  utilized  for  expenses  incurred  in  administrative  and  public  company
functions.  It  is  assumed  that these funds will last about four to six months
following  the acquisitions

WE  WILL  NEED  TO  RAISE  SEVERAL  MILLION  IN  ADDITIONAL  CAPITAL  TO SUSTAIN
OPERATIONS.

Although we have outstanding Warrants that are exercisable at prices between .50
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$12,000,000  for  the Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

If  the  stock trades below the warrant exercise price, warrant holders will not
exercise their warrants, since the warrant is out of the money. Consequently, we
may  have  to  raise  additional  capital  through  Private Placements of equity
shares. If we are unable to secure additional sources of capital we will need to
substantially  curtail  our  level of research and development efforts and other
activities.  We anticipate that we will require substantial additional financing
to  fund  our  working capital requirements. There can be no assurance, however,
that  additional  funding  will  be  available or, if available, that it will be
available  on  terms acceptable to us. There can be no assurance that we will be
able  to  raise additional cash if our cash resources are exhausted. Our ability
to  arrange  such  financing  in  the  future  will  depend,  in  part, upon the
prevailing capital market conditions as well as our business performance and the
success  of  our  prototypes.

OUR  PRODUCTS  ARE  STILL  IN  THE  DEVELOPMENT  STAGE  AND  HAVE NOT YET GAINED
COMMERCIAL  ACCEPTANCE.


PROTOTYPE  RISK:

In  order  to  produce  a  product  we  must first prepare a prototype which can
demonstrate  that the product will work as intended. While initial RMD lab tests
conducted  for  the  prototype proved to be very promising and reliable, further
testing  may  result in  some  limiting  factor  that  would make the technology
useless  or  less  useful  than anticipated. Such a risk would have the greatest
adverse  effect  on  the  value  of  the  technology, and therefore could have a
material  adverse  effect  the  price  of our shares. In that event, the trading
price  of  our  common stock could decline, and you may lose all or part of your
investment

The  Milestone  Plan  sets  out  a timing schedule for the various phases of the
development.  There  is no assurance that the actual development will proceed in
accordance  to  the  plan.  The  first milestone is due in May 2004. There is no
assurance that this milestone or any future milestone is met. Failure to fulfill
one or more milestones will have a material adverse effect on our company and on
the  price  of  the  stock.

TESTING  EXECUTION  -  RISKS  -

The  current  development  plan  is  based  on our current understanding of what
equipment  might  be  needed and what testing might need to be done. As disc and
drive  design,  assembly  and  testing  progresses,  additional  needs  may  be
identified  and cause changes in the costs, schedule and order of testing, which
may  have  an  adverse  effect  on  our  company  and on the price of our stock.

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

These  risks  are  the  most  difficult  to assess at this stage of development.
Changes might occur in the estimated cost of equipment needed for commercial RMD
mass  production  and  distribution. An important attribute of our technology is
that  it  is based on standard red laser technology which we believe will result
in  minimum  infrastructure costs as opposed to the competing Blue-Ray products,
which are believed to require significant infrastructure costs. This is the most
important competitive edge we may have over industry giants such as Sony and the

<PAGE>
PAGE                                      10

Blu-Ray  consortium,  and  other  giants such as Toshiba and NEC, and others. In
the  event the cost for mass producing the products proves to be materially more
expensive  than anticipated it may cause the product to be to too expensive as a
result of the higher than anticipated production cost, and thus less competitive
with  the  Blu-Ray  products or other products developed by industry giants such
as  NEC  and Toshiba which may have a material adverse effect on our company and
on  the  price  of  our  stock.

INTELLECTUAL  PROPERTY  RISK:


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


Intellectual  property  Risks  - Our initial patent application has not yet been
fully  assessed  by  a patent office, so there is still a possibility, that some
prior  art  or  similar recent application may be found that would significantly
reduce  the  value  of intellectual property which would have a material adverse
effect  on  our  company  and  the  price  of  our  stock.

     We  have  applied  for  our  initial  patent entitled MULTILAYER REFLECTIVE
     INFORMATION  CARRIER  AND METHOD FOR MANUFACTURING THEREOF. In addition, as
     per  the  acquisitions  of  MultiDisc  and  TriGM International S.A. we are
     acquiring  a  portfolio  of  researched  and isolated patentable inventions
     which  include  various components of RMD technologies for which we plan to
     apply  for  patent  protection  in the future. Although the scientific team
     believes  that all of the inventions are novel and merit patent protection,
     there is no assurance that patents will be granted for each or any of these
     inventions.  Failure  to  receive patent protection on these inventions may
     have  an  adverse  effect  on  our  company  and on the price of our stock.

We  expect  to develop trade secrets and may seek patent or copyright protection
for  trade  secrets.  We cannot assure you that we will develop trade secrets or
seek patent or copyright protection for any or all of them. We have entered into
and  intend  to  enter  into  confidentiality  and  non-disclosure agreements to
protect  one  or  more  trade  secrets  which we or our employees or independent
contractors may develop, but we cannot assure you that we will do so or that the
appropriate  parties  will maintain the confidentiality necessary to protect our
trade  secrets.  A  failure  to  maintain one or more trade secrets could have a
material  adverse  impact  on  us.

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

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

In  the  future,  a  court, patent office or other authority may deem one of our
employees  or  contractors  and  not  us  to  be  the legal owner of one or more
patents,  patent  applications or other intellectual property, which is material
to  protecting  our  data  storage technology. Our Agreement with PG Engineering
S.A.  and  as  well  as  their Agreement  with subcontractors require that their
employees  and  contractors assign to us all right, title and interest in and to
the  intellectual  property that was developed for us. However, we cannot assure
you  that  we  will  obtain  legal  ownership of one or more licenses to use the
intellectual  property,  which  an  authority  deems  to  be the property of our
employee  or  contractor, on satisfactory terms. Our failure to obtain the legal
ownership of, or one or more licenses to use, the intellectual property may have
a  material  adverse  effect  on  our  business  or  financial  results.

<PAGE>
PAGE                                    11
WE  MAY  REQUIRE  ADDITIONAL  TECHNOLOGY  IN  ORDER  TO SUCCESSFULLY DEVELOP AND
LICENSE  OUR  TECHNOLOGY.

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

DEPENDENCE  ON  KEY  PERSONNEL

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


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


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

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

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

Pursuant  to the acquisitions of the business and RMD Technology assets, we will
be  issuing  an aggregate of 72,605,776 shares in exchange of the RMD assets and
for  the  scientific  team  who  will be developing the prototypes and products.
Prior  to  the  acquisitions,  our  outstanding  common  shares  was 19,541,444.
Following  the  acquisitions,  we  will  have  an aggregate of 92,147,220 common
shares  outstanding  Of  which  79%  percent  of the shares will be owned by the
shareholders  and  designees  Of MultiDisc, Ltd. TriGM International S.A. and PG
Engineering  S.A.  In  addition,  these  shareholders  will  have the ability to
influence  or  control the management of our day-to-day operations, business and
affairs.  Accordingly, this concentration of ownership may harm the market price
of our common stock by: delaying, deferring or preventing a change in control in
us;  impeding  a  merger,  consolidation, takeover or other business combination
involving us; or discouraging a potential acquirer from making a tender offer or
otherwise  attempting  to  obtain  control  of  us.

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

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

COMPETITION:

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


<PAGE>
PAGE                              12

INDUSTRY  RISKS:

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

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

WE  FACE  INTENSE  COMPETITION  IN  THE  HIGH  CAPACITY  OPTICAL  MEDIA AND NEXT
GENERATION  DATA  STORAGE  INDUSTRY:

Philips,  Sony and other members of the DVD Forum are aggressively working on an
alternative  solution  for  HD video packaging known as "Blu-Ray" technology. In
essence,  Blu-Ray  replaces the current DVD red laser optical reader with a blue
one.  While  the shorter wavelength of blue light gives it the resolution needed
to  read  much smaller pits, and hence provides for an increase in data capacity
on  the  disc,  it  does mean a departure from current red laser technology with
concomitant technical risks and additional costs. Additionally, we estimate that
there  are  numerous  enterprises currently researching, developing or producing
other  types  of  next  generation  DVD  technology, which we consider to be our
material  competitors.  We  expect  that  some competitors will continue to have
significant  market  shares.  Our  competitors may further increase their market
shares  through  mergers,  acquisitions  and  research  and  development.

While  we  believe  that RMD products and joint venture and licensing strategies
will  result in competitive advantages, we cannot assure you that we will obtain
or  maintain any of such advantages over time. Furthermore, we cannot assure you
that  a  competitor  will not invent a superior technology, or that our products
and  services  will  be  able  to penetrate the data storage market. Many of our
current  and  potential  competitors have or may have advantages over us such as
greater  financial,  personnel, marketing, sales and public relations resources.

Existing  or  future  competitors  may  develop  or  offer products that provide
significant  performance, price, creative or other advantages over products that
we  offer.

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

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

We  cannot  assure  you  that  we  will be able to obtain a sufficient supply of
components  on  a  timely  basis  or  on commercially reasonable terms. The same
supply  and  cost  problems  could  adversely  affect our sales of products. The
inability  to  obtain  sufficient components and equipment, to obtain or develop
alternative  sources  of  supply  at  competitive prices and quality or to avoid
manufacturing  delays,  could  prevent  joint ventures from producing sufficient
quantities  of  our products to satisfy market demand. Additionally, in the case
of  a  component  purchased  exclusively from one supplier, joint ventures could
become  unable  to  produce  any  quantity  of  the  affected products until the
component  becomes  available  from  an alternative source. These problems could
cause  delays  to  product  shipments,  thereby  increasing  the joint venture's
material  or manufacturing costs or causing an imbalance in the inventory levels
of certain components. Moreover, difficulties in obtaining sufficient components
may  cause  joint ventures and licensees to modify the design of our products to
use  a  more  readily  available  component. These design modifications may also
result  in  product  performance  problems. Any or all of these problems 8 could
result  in  the loss of customers, provide an opportunity for competing products
to  achieve  market  acceptance  and otherwise adversely affect our business and
financial  results.

<PAGE>
PAGE                                   13

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

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


RISKS  RELATED  TO  OUR  COMMON  STOCK

THE  MARKET  FOR  OUR  COMMON  STOCK  MAY  BE  ILLIQUID.


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

WE  MAY  EXPERIENCE  VOLATILITY  IN  OUR  COMMON  STOCK  PRICE.

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


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

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

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


WE  ARE  CONSIDERED  A  PENNY  STOCK

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

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

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

  SUBSTANTIAL  DILUTION  TO  OUR  COMMON  STOCK  AS  A  RESULT  OF  ACQUISITONS:

The  transactions  herein  described  are  extremely  dilutive  to  our existing
shareholders.  We  are  issuing an aggregate of 72,605,776 shares in exchange
of  the  RMD  assets  and  for  the  scientific  team who will be developing the
prototypes  and  products.

<PAGE>
PAGE                                   14

Prior  to  the acquisitions, described herein, our outstanding common shares was
19,541,444.  Following the acquisitions, we will have an aggregate of 92,147,220
common  shares  outstanding  Of which 79% percent of the shares will be owned by
the  shareholders  and designees Of MultiDisc, Ltd. TriGm International S.A. and
PG  Engineering  S.A.  As  a  result  our  existing  shareholders  will  realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued  in  addition  to  the  92,147,220  outstanding  after  the
acquisition.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have  an  aggregate  of  115,750,022  outstanding  common
shares  which  will  cause  significant  dilution  to  existing  and  future
shareholders.

Common  Shares  Outstanding  Prior  to  the  Acquisitions       19,541,444
Shares  issued  pursuant  to  the  Acquisitions  &
Development  Agreement                                                72,605,776
Common  Shares  Outstanding  After  the  Acquisitions
&  Development  Agreement                                             92,147,220

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                      10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                              8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000

In  addition,  to  the  subscriber warrants, and options underlying our 2001 and
2004  stock  option  plans,  any  future  issuance  of  shares  of  convertible
instruments  Could  adversely  affect  the  market price of our common stock and
impair  our  ability  to  raise additional capital through the sale of equity or
equity-related  securities.  Sales of substantial amounts of our common stock in
the public market in connection with acquisitions and other Agreements described
herein,  may  have  a  material  adverse  effect  on  the  price  of  our stock.

A  significant  portion  of  the  72,605,776  shares  issued  pursuant  to  the
acquisitions  herein  described will become eligible for resale pursuant to Rule
144  one  year after the closing of these transactions and Shareholder approval.
In  addition,  other  exemptions  may  be available for sales of such Restricted
securities  held  by  non-  affiliates.

PLANS  OF  OPERATIONS:

We  believe  that  with the acquisitions of all of the business and intellectual
property  assets  as  described above, we are in a position to capitalize on the
core  technology  for  RMDs.  As  a  result of our Agreement with PG Engineering
S.A.  we  have  a  highly  qualified  diverse  group  of  scientists who will be
Devoting their  time  to  developing  the  prototypes  and  the  products.

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. The
overall  management  will  be  carried out from our headquarters in New York and
offices  in  London.  We will provide initial funding out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment,  know-how and products will belong
without  exception  to  us.

The  initial  plan  is  to  have the components of RMD outsourced at the labs of
several  European  and  U.S.  locations  while  also  considering other suitable
arrangements.  The  integration  of  prototypes  and porting of the content in a
format  proprietary  for RMD is anticipated to be done in the US. The IP of RMD,
including  all  know-how,  will  be  assigned  to,  and  owned  by  us.

We  have budgeted for our business for the period until the initial prototype is
produced which we estimate to be between four to six months following closing of
the  acquisitions and the signing of the Services Agreement with PG Engineering,
S.A.

<PAGE>
PAGE                                       15

Upon  Closing  we  will  have  available  for  our  operations post acquisition,
the sum equal to $287,500.00 of which $77,500.00 shall be paid to extinguish the
Visson Loan and $25,000 to the broker. The balance of $185,000 will be allocated
to  rent in our London office and administrative functions in the London Office,
and  public  company  functions  in  The  New  York  office.

In  addition, we will have available in cash held in a segregated account of New
Medium  Enterprises,  Inc. the sum of $302,000 to be available exclusively to PG
Engineering  S.A.  after  shareholder approval. These funds will be used for the
development of the prototype, by PG Engineering and subcontractors in accordance
with  the  Development and Milestone Plan. It is estimated that these funds will
be  sufficient  to  fulfill  the  initial  first  stage  milestone:

1st  Stage:  TARGET:

The  first  material  milestone  is  anticipated  to  demonstrate RMD & Drive at
approximately  14 GB, up to 36 Mbs variable bit stream, HD signal & decoding. We
anticipate  that  even  at  this early stage while demonstrating the validity of
technology  we  believe  we  will  in fact show a close approximate of the first
product.  The  first  material milestone is scheduled to be completed around the
second  half  of  2004.

There  is no assurance that the available funds will be sufficient for the above
purposes.  Furthermore,  there is no assurance that the initial milestone or any
milestone  thereafter  will  be  met.

Although we have outstanding Warrants that are exercisable at prices between .50
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$12,000,000  for  our Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

If  the  stock trades below the warrant exercise price, warrant holders will not
exercise their warrants, since the warrant is out of the money. Consequently, we
may  have  to  raise  additional  capital  through debt or Private Placements of
equity  shares. If we are unable to secure additional sources of capital we will
need  to substantially curtail our level of research and development efforts and
other  activities.  We  anticipate  that  we will require substantial additional
financing  to  fund our working capital requirements. There can be no assurance,
however,  that  additional  funding  will be available or, if available, that it
will  be  available on terms acceptable to us. There can be no assurance that we
will  be  able to raise additional cash if our cash resources are exhausted. Our
ability  to  arrange such financing in the future will depend, in part, upon the
prevailing capital market conditions as well as our business performance and the
success  of  our  prototypes.

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

CHANGE  IN  MANAGEMENT  &  CONTROL:

The following changes are being made to the  management team.

Ethel  Schwartz,  our Chairman and CEO will remain 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  will  be  appointed subject to shareholder
approval:

Fred  Jung  Abbou,   President
Dr.  Alex  Libin     Chief  Operations  Officer
Yehudit  Hirsch      Corporate  Secretary

<PAGE>
PAGE                                  16

The  following  additional  Directors  will  be appointed subject to shareholder
approval:

Fred  Jung  Abbou,   Director
Dr.  Alex  Libin     Director

CURRENT  REPORT  ITEM  6  RESIGNATION  OF  CURRRENT  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            Chairman,  Chief  Executive
                                             Officer,  &  Treasurer

    Fredrik  Jung  Abbou   26,           President,  Director

    Dr.  Alex  Libin        59,           Chief  Operations  Officer,  Director

    Yehudit  Hirsch         28            Corporate  Secretary


INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

ETHEL  SCHWARTZ:  CHAIRMAN,  CEO  &  TREASURER:  (age  54)  Ethel will remain as
Chairman  and 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  since  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.  Ethel  brings  a wealth of knowledge in finance and
experience  in  securities  and  public  Company  operations  and  regulatory
compliance, as  well  as  diversified  business  experience.

FREDRIK JUNG-ABBOU: PRESIDENT: Fredrik Jung Abbou has been employed by MultiDisc
Since July 2003 and has been President of MultiDisc Plc, since October 15, 2003.
From  1998  to  2002  he  was  a  founder  and employee of Stockpicker, where he
successfully created one of Sweden's still prospering Internet companies focused
on  the  financial  services  arena. He also served as Product Manager and board
member  in  their  Swedish  and  Brazilian  operations and headed the process of
establishing  operations abroad, to start operations in Brazil, China and India.
He  received  a  BA  in International Business from European Business School and
currently  holds the position of Chairman of the Board in innovative Israeli R&D
Company Visson Enterprises Ltd, a company in the forefront of next generation of
ultra  thin  and flexible displays. Mr. Jung Abbou holds 8 percent of the shares
of Stockpicker.

DR.  ALEXANDER  LIBIN:  CHIEF OPERATIONS OFFICER: 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.

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.





                        EXECUTIVE  COMPENSATION  POLICY

The  Board  of  Directors  approves  the compensation of our executive officers,
including  salaries,  bonuses and stock option plans. The policy of the Board of
Directors is to maintain executive compensation at levels that will permit us to
attract, motivate and retain individuals with superior managerial abilities. The
levels  of  compensation  are  intended  to  reward  individual  initiative  and
achievement,  while  motivating  our executives to increase shareholder value by
improving our performance and profitability. In reviewing salaries, the Board of
Directors  considers  factors  such  as  the  responsibilities  of the position,
corporate  progress  toward  achieving  objectives  and  individual performance,
experience  and  expertise. In determining our executives' overall compensation,
the  Board  of  Directors  also  reviews  certain  compensation  levels at other
companies  because  the Board of Directors believe that we compete for executive
talent  with  companies  in  addition  to  those  in  our  peer  group.

<PAGE>
PAGE                                 17

Since  our  Company has always had a limited budget, our Chief Executive Officer
received  her  compensation  in the form of restricted common stock in lieu of a
cash  salary  based  on  the  fair  market  price of restricted stock at time of
issuance  in  accordance  to  the  Schedule  below:


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  Fair  Market
                      Value           price          Shares  Issued
---------------  --------  ----------------  -------------

From:      To:
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:

<TABLE>
<CAPTION>

Option Holder
2001 Stock Option Plan                        Transferred       Position After
<S>                             <C>                  <C>             <C>
  Option Holders            Original Issuance  To Seller      Closing
----------------------  -------------------  --------------
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>
<PAGE>
PAGE                                   18




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 incentivize 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.

FUTURE  EXECUTIVE  COMPENSATION:

We  have  not  entered  into any employment agreements with any of our executive
staff  for  future  compensation. Fredrik Jung Abbou will be receiving a monthly
salary  of  2250  BP (equivalent to $4,000. USD monthly subject to currency rate
change.  No  other  executive  salaries  are  currently  planned.)


CERTAIN  BENEFICIAL  OWNERS:

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



<TABLE>
<CAPTION>


SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  &  MANAGEMENT
                           REFLECTING  THE  ACQUISTIONS

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


<S>                   <C>                  <C>
Ethel Schwartz          13,534,444 (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 as a
Group. . . . . . . .     13,534,444   (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
1,300,000  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.

(4)  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                             19

DILUTION:

Our existing shareholders will be subject to substantial dilution as a result of
these  acquisitions  and scientific development agreement. We will be issuing an
aggregate  of  72,605,776  shares  in  exchange  of  the  RMD assets and for the
scientific  team  who  will  be  developing  the  prototypes  and  products

Prior  to  the  acquisitions, described herein, our outstanding common shares of
was  19,541,444.  Following  the  acquisitions,  we  will  have  an aggregate of
92,147,220  common shares outstanding Of which 79% percent of the shares will be
owned  by  the shareholders and designees Of MultiDisc, Ltd. TriGm International
S.A.  and PG Engineering S.A. As a result our existing shareholders will realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.

We  currently have outstanding warrants and stock options that if exercised will
cause  additional  substantial  dilution,  as  follows.

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued  in  addition  to  the  92,147,220  outstanding  after  the
acquisition.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have  an  aggregate  of  115,750,022  outstanding  common
shares  which  will  cause  significant  dilution  to  existing  and  future
shareholders.

In  addition,  to  the  subscriber warrants, and options underlying our 2001 and
2004  stock  option  plans,  any  future  issuance  of  shares  of  convertible
instruments  Could  adversely  affect  the  market price of our common stock and
impair  our  ability  to  raise additional capital through the sale of equity or
equity-related  securities

Sales  of  substantial  amounts  of  our  common  stock  in the public market in
connection  with  acquisitions and other Agreements described herein, may have a
material  adverse  effect  on  the  price  of  our  stock.

SHARES  ELIGIBLE  FOR  FUTURE  SALES:

In  addition to shares issued to founders and to insiders which are eligible for
resale in accordance to Rule 144, a significant portion of the 72,605,776 shares
issued  pursuant  to  the acquisitions herein described will become eligible for
resale pursuant to Rule 144 one year after the closing of these transactions and
Shareholder  approval.  In addition, other exemptions may be available for sales
of  such  Restricted  securities  held  by  non-  affiliates.

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                      10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                              8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000


<PAGE>

Page                                        20


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;

(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


SCHEDULE  OF  EXHIBITS:

Asset  Purchase  Agreement  with  MultiDisc  Ltd.
Asset  Purchase  Agreement  with  TriGM  International
Scientific  Services  Agreement  with  PG  Engineering,  S.A.
Fairness Opinion



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


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


                              By:  Ethel  Schwartz
                              CEO,  President,  Treasurer
                              and  Director

                              Date:   January  15,  2004


<PAGE>
PAGE                           21
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 99259}]
{"company-data": {"conformed-name": "NEW MEDIUM ENTERPRISES INC", "cik": "0001126983", "assigned-sic": "7372", "irs-number": "113502174", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32779"}, "business-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184355291"}, "mail-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219"}}
SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
                        ---------------------------------

                                  FORM  8-K

                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                         SECURITIES  EXCHANGE  ACT  OF  1934

           DATE  OF  REPORT  JANUARY  13,  2004
           DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------

                           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.)

  (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

                               TABLE  OF  CONTENTS:
CURRENT REPORT:  ITEM #1 CHANGE IN MANAGEMENT & CONTROL          2
-------------------------------------------------------------
CURRENT REPORT:  ITEM #2 ACQUISITION OF ASSETS. . . . . . . .   2
-------------------------------------------------------------
CURRENT REPORT:  ITEM #6 RESIGNATION OF DIRECTORS                 17
-------------------------------------------------------------  --
AGREEMENTS & CONTRACTS. . . . . . . . . . . . . . . . . . . .   3
-------------------------------------------------------------
SUMMARY OF CONSIDERATIONS TO BE PAID: . . . . . . . . . . . .   3
-------------------------------------------------------------
CAPITALIZATION: . . . . . . . . . . . . . . . . . . . . . . .   3
-------------------------------------------------------------
FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . .   3
-------------------------------------------------------------
OUR COMPANY HISTORY:. . . . . . . . . . . . . . . . . . . . .   4
-------------------------------------------------------------
RECENT DEVELOPMENTS:. . . . . . . . . . . . . . . . . . . . .   4
-------------------------------------------------------------
ACQUISITION OF RMD  ASSETS & BUSINESS:. . . . . . . . . . . .   4
-------------------------------------------------------------
THE BASIS FOR THE RMD TECHNOLOGY: . . . . . . . . . . . . . .   5
-------------------------------------------------------------
MARKET OPPORTUNITY. . . . . . . . . . . . . . . . . . . . . .   5
-------------------------------------------------------------
OUR COMPETITION:. . . . . . . . . . . . . . . . . . . . . . .   5
-------------------------------------------------------------
FUTURE PRODUCTS PLANNED:. . . . . . . . . . . . . . . . . . .   6
-------------------------------------------------------------

THE BUSINESS MODEL. . . . . . . . . . . . . . . . . . . . . .   6
-------------------------------------------------------------
THE OPPORTUNITY:. . . . . . . . . . . . . . . . . . . . . . .   6
-------------------------------------------------------------
THE TECHNOLOGY. . . . . . . . . . . . . . . . . . . . . . . .   7
-------------------------------------------------------------
INTELLECTUAL PROPERTY PROTECTION: . . . . . . . . . . . . . .   9
-------------------------------------------------------------
BUSINESS RELATED RISKS. . . . . . . . . . . . . . . . . . . .   9
-------------------------------------------------------------
INDUSTRY RISKS: . . . . . . . . . . . . . . . . . . . . . . .  13
-------------------------------------------------------------
RISKS RELATED TO OUR COMMON STOCK . . . . . . . . . . . . . .  14
-------------------------------------------------------------
PLANS OF OPERATIONS: . . . . . . . . . . . . . . . . . . . . . 15
-------------------------------------------------------------
CHANGE IN MANAGEMENT & CONTROL: . . . . . . . . . . . . . . .  16
-------------------------------------------------------------
CURRENT REPORT  ITEM  6  RESIGNATION  OF  CURRRENT  DIRCTORS   17
-------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . . . .  17
-------------------------------------------------------------
INFORMATION CONCERNING OFFICERS & DIRECTORS:. . . . . . . . .  17
-------------------------------------------------------------
EXECUTIVE COMPENSATION POLICY . . . . . . . . . . . . . . . .  17
-------------------------------------------------------------
EXECUTIVE  COMPENSATION HISTORY:. . . . . . . . . . . . . . .  18
-------------------------------------------------------------
PAGE                       1

2001 STOCK OPTION PLAN: . . . . . . . . . . . . . . . . . . .  18
-------------------------------------------------------------
2004 STOCK OPTION PLAN: . . . . . . . . . . . . . . . . . . .  19
-------------------------------------------------------------
FUTURE EXECUTIVE COMPENSATION:. . . . . . . . . . . . . . . .  19
-------------------------------------------------------------
CERTAIN BENEFICIAL OWNERS:. . . . . . . . . . . . . . . . . .  19
-------------------------------------------------------------
DILUTION: . . . . . . . . . . . . . . . . . . . . . . . . . .  20
-------------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALES: . . . . . . . . . . . . . .  20

VOTE BY CONSENT OF 78% OF SHAREHOLDERS:                         21
-------------------------------------------------------------
SCHEDULE OF EXHIBITS: CURRENT REPORT ITEM #7. . . . . . .   21
-------------------------------------------------------------
CURRENT  REPORT:  ITEM  #1  CHANGE  OF  CONTROL  AND  MANAGEMENT
CURRENT  REPORT:  ITEM  #2  ACQUISITION  OF  ASSETS
CURRENT  REPORT:  ITEM  #6  RESIGNATION  OF  DIRECTORS
CURRENT  REPORT:  ITEM  #7  EXHIBITS

BACKGROUND:

On  January  13,  2004,  with the consent of 78% of the shareholders, New Medium
Enterprises,  Inc  executed  definitive agreements with two separate entities To
acquire  the  business  and all of the intellectual property assets of a new and
emerging DVD format known as RMD, (Reflective Multi-Layer Disc) and an Agreement
with a specialized Scientific Development Team to conduct the R&D activities and
development  of  the  technologies  acquired.
..

The  RMD format is a high definition proprietary format under development, based
on  an  integration  of  concepts and inventions made independently by groups of
scientists  in  several  European  countries,  many  of  which  have  extensive
experience  with  a multitude of past and present formats of optical storage and
in particular with multiplayer optical structures. The technology is designed to
usher  in  high  definition  TV  and  high  capacity,  next generation DVD discs
believed  to  be capable of exceeding current capacity of 4.7GB one layer DVD by
ten  fold,  with  later generations up to 100GB. The higher capability is needed
because  broadcasters  and  movie  studios are planning to take advantage of the
emerging  high-definition television screens to produce more digital programming
with  multitrack  sound  and  much  better  resolution.  With  the current 4.7GB
standard  DVD and two layer DVD 9, recording a full featured length film in high
definition  cannot  be  achieved. Consequently, the media  recording industry,
producers,  and  content providers are eagerly seeking a cost effective solution
to  this  limitation.

Since  RMD uses for read/write the current standard: red laser technology, it is
anticipated  that it will require no significant change to the current mastering
and  replicating  infrastructure of standard DVD and thus it is believed will be
easily adaptable for mass marketing with cost efficiency. Competing technologies
under  development  are  based  on  blue-laser  which  is  anticipated  to  add
significant  costs  to  the  DVD  infrastructure  and thus will make the product
expensive  to  the  media  recording  industry, content providers producers, and
consumers.  Last  spring,  Tokyo-based  Sony  Corp.  was  the  first  consumer
electronics company to begin offering next-generation DVD recorders, for roughly
$3800.  Sony leads a consortium called Blu-ray Disc, which is pushing one of two
competing standards for the design of the discs, players, and recorders that use
blue  lasers.  The group includes 10 major consumer electronics companies, among
them  Hitachi,  Matsushita,  Royal  Philips  Electronics, and Samsung. The other
standard,  Advanced Optical Disc (AOD), has been proposed by Toshiba and NEC, no
AOD-based  products  are  currently  available  in  the  market.

AGREEMENTS  &  CONTRACTS

We  entered  into  the  following  Agreements and arrangements to secure the RMD
assets  and to assemble the scientific team capable of developing the prototypes
and  products.

AGREEMENT  #  1  On  January  13, 2004, New Medium Enterprises, Inc. executed an
agreement  to  acquire  all  the  assets  of  MultiDisk  Ltd. in exchange of the
issuance  of  38,557,777  shares of New Medium Enterprises, Inc. MultiDisk, is a
high  capacity optical media and next generation data storage company that holds
certain  intellectual property assets pertaining to the new emerging proprietary
Reflective  Multilayer  Disc,  RMD  format.

In  connection  with  the acquisition, we have agreed to provide initial funding
out  of  our  available capital of (i) $77,500 to repay a loan, (ii) $25,000 for
broker fees, in connection with the acquisitions, (iii) to allocate $185,000 out
of  our  available  funds  for  administrative  operations  and  public  company
functions  and  (iv) undertake future payments of $87,000 after we raise accrued
amount  of  $500,000.
PAGE                                   2

Agreement  #  2:

In  a separate transaction on January 13, 2004, New Medium executed an agreement
to  acquire  all  of  the  RMD  intellectual property held assets held by Tri-GM
International  S.A.  in  exchange  of  the  issuance of 27,792,999 shares of New
Medium  Enterprises,  Inc.  Tri-GM  International  S.A.  holds  all  of  the
complementary intellectual property assets pertaining to the technologies of the
RMD  format.

In  connection with the acquisition, we have agreed to undertake future payments
of  $87,000  after  we  raise  accrued  amount  of  $500,000.

AGREEMENT  #  3  On  January  13,  2004,  New  Medium  Enterprises  executed  a
Scientific Development Agreement with  PG, Engineering S.A. in exchange of the
issuance  of 6,255,000 to PG Engineering and/ or their designees. PG Engineering
S.A. consists of a unique scientific and entrepreneurial team with many years of
experience in optical storage Media development and specifically with properties
of  multi-layer  optical  structures.  In  accordance  to  the  Agreement,  R&D
activities  will  be designated to PG Engineering SA The overall management will
be  carried  out  from  our  Company's  headquarters  in New York and offices in
London.  We  will provide initial funding of $302,000 out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment, know-how, and products will belong
without  exception  to  us.

SUMMARY  OF  CONSIDERATIONS  TO  BE  PAID:
Aggregate  common  shares  to  be  issued  to  above  parties      72,605,776

Aggregate  funds  to  be  allocated  for  repayment  of
Loan  and  broker  fees  and  future  operations  &  Development     $589,500

Aggregate  future  payments  to  be  made:                              $174,000

See  Also  Page  18  -2001  Stock  Options  Plan

CAPITALIZATION:
Via  consent  of  78%  of  the  shareholders of  New Medium Enterprises, Inc. we
raised  our  authorized  common  shares  from 100,000,000 to 200,000,000 shares.

Common  Shares  Outstanding  Prior  to  the  Acquisitions        19,541,444

Shares  issued  pursuant  to  the  Acquisitions  &
Development  Agreement                                                72,605,776

Common  Shares  Outstanding  After  the  Acquisitions
&  Development  Agreement                                             92,147,220

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                       10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                            8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000

RISK  FACTORS

FORWARD  LOOKING  STATEMENTS

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

     .  Failing  to  produce  a  workable  prototype.

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

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

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

     .  difficulties  in  achieving  sales,  gross  margin and operating expense
        targets  based  on  competitive  market  factors;
PAGE                                    3

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

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

     .  difficulties  in  forming  and  maintaining  successful  joint  venture
        relationships;

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

     .  changes  in  data  storage  technological  protocols  and  standards;

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

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

     .  limited  operation  and  management  history;

     .  dependence  on  key  personnel;

     .  other  factors  discussed  in  this  8-K  Report

OUR  COMPANY  HISTORY:

We  were  organized  in  the  State  of  Nevada on August 2, 1999 under the name
Shopoverseas.com  Inc.  On  July  10,  2000,  we  changed our name to New Medium
Enterprises,  Inc.  We  were  formed for the purpose establishing a portfolio of
Internet  related  businesses,  including  (i)  the development of our -Commerce
Software  Platform-CodeTrek  (ii)  Acquisition  and  planned  development of our
Broadband internet Services platform, (iii) and a portfolio of websites designed
for  internet  commerce.

RECENT  DEVELOPMENTS:

As  a  result  of  steadily  declining  market conditions severely impacting the
markets  for  our  CodeTrek  proprietory  software,  for  our  Broadeo  Wireless
business, and for our portfolio of internet web sites, during 2001 we decided to
abandon indefinitely allocation of our resources to these assets, and further to
write  off  all of the assets on our books pertaining to the above businesses so
that  we  can  preserve  our resources for an acquisition of a business. For the
past two years we have been in negotiations with numerous acquisition targets in
an  attempt to find a suitable acquisition for our Company. On December 15,2003,
the  Board of Directors voted in favor acquiring the above assets with intention
of  developing  RMD  as  our  core  business.

ACQUISITION  OF  RMD  ASSETS  &  BUSINESS

For  the  past  5  years, leading companies of the DVD Forum have been investing
heavily  in  research  to  provide  DVDs  with  an  order  of magnitude which is
considerably  greater in storage capacity than what is available at present. The
driver  for  this  research  has  been  the advent of digital television and the
broadcast  of  High  Definition  Television  (HDTV)  programmes.  There  are
government-backed  activities  on both sides of the Atlantic forcing the pace of
conversion to digital television but as yet we are not aware of a convenient way
for  the  consumer  to play back HDTV recordings - A feature length film in HDTV
format  requires  a  greater capacity of memory space than what is currently the
standard  of  4.7GB.  What  is  needed,  therefore,  is a medium that will offer
sufficient  capacity  for  a  DVD designed for high definition, but which can be
retailed  relatively  cheaply  as  a  consumer  product.

REFLECTIVE  MULTILAYER  DISC  TECHNOLOGY  (RMD)  is  based  on an integration of
concepts  and  inventions  made independently by groups of scientists in several
European  countries, many of which have extensive experience with a multitude of
past  and  present formats of optical storage and in particular with multi-layer
optical  structures.  RMD appears to shows every sign of being able to meet this
requirement.  RMD  provides  for a disc which in format, dimensions, weight, and
coding  will  conform  to the standards set for DVD, minidisk and, indeed, other
information  carriers.  Additionally,  the  optical  reader/player  can  be made
compatible  with  current DVD formats. The difference is that a RMD can be built
with 20 data-bearing layers, as against the current maximum of two for DVD 9. It
is  possible  therefore,  using  this  technology,  to produce RMD with 100GB of
memory  space.
PAGE                                          4

From  the  commercial/industrial  point of view, the particular advantage of the
RMD  invention  - as against other ongoing lines of research - is that while the
technology  is  cutting  edge  and  there  is  a patent application covering the
multiple  laminations - and also the optical paths between them and the reader -
it does not impose any fundamental change on current DVD manufacturing processes
nor  in the way in which content is replicated. The RMD drive is very similar to
the  standard  DVD  player,  there being only small modifications needed for the
multilayer readout option. Thus the production of both the drivers and the discs
themselves  could  be  taken  on at existing DVD manufacturing facilities with a
minimum  of  upheaval.  For  that  reason,  RMD  can be presented as an upgrade,
offering  considerable added value, without commensurate increases in production
costs.

The  feasibility  of  the  RMD  has  only  been  proved at laboratory level and,
encouragingly,  in-house  technical audits to date have not brought to light any
significant  technological  or  engineering  risks. That is not to say that full
development is free of challenges. The aim is to have a first prototype finished
during  the  second  half  of  2004.  At  its conclusion, it will be possible to
demonstrate  the recording and playback of a multiple layer disc and driver with
the ability to read all layers without any cross-talk, static or loss of quality
whatsoever.

THE  BASIS  FOR  THE  RMD  TECHNOLOGY:

Since  it  is  extremely  difficult  to reliably put more than two layers onto a
single  disc  the  industry  was  forced  to  seek  a  solution  with  the
higher-frequency,  higher-resolution,  and  much more expensive blue laser. This
direction  offers  more data per layer, yet remains limited at 2 layers. The RMD
Scientific  Team has chosen to solve the problem of the medium itself instead of
resorting  to  changing  the laser. They have developed and patented a technique
that  puts  multiple  layers (up to 20) on a single disc with no quality loss in
the  content  stored and read from all layers. The scientific team undertook and
succeeded  in  this  amazing  achievement  with  minimal changes to the hardware
structure  of  current  red  laser  DVD  players.  We believe, this will prove a
significant  advantage  as  the  temperamental  blue-laser  technologies require
significant  and expensive changes in production facilities both for DVD players
and  the  disc-media  themselves. (Sony's released blue laser has a retail price
tag of 3.800 USD in Japan), whereas the initial non-automated production cost of
RMD  unit is likely to be around current high end DVD's(approximately USD $200).

MARKET  OPPORTUNITY

Our  product relates to the huge, and extremely fast growing, sector of the data
storage  market  - optical disc storage - of which DVD formats have an effective
monopoly  presently.  According to the International Recording Media Association
(IRMA)  in  the  year  2001  CD  sales  globally  amounted to 8.8 billion units,
providing  USD 3.1Bn in revenue to the recording industry. In 2002, this rose to
around 10 billion units earning USD 5Bn. However, over the last two years, there
have  been  signs that the CD market has become saturated and is now yielding to
the  demand for a carrier with greater capacity, namely the DVD. DVD replication
is  now the most promising segment of the whole data optical storage market. The
IRMA  report shows that 849 million DVD-video units, 16 million DVD-audio and 63
million  DVD-ROM  units were produced last year. For 2003, IRMA predicted almost
two  billion  DVD-video  units,  a  hundred  million DVD-audio and more than two
hundred  million  DVD-ROM  units  will  be produced worldwide. The sales of high
definition  programs have expanded into many markets, especially in the US, with
particular  emphasis  on the delivery of popular sports programs. Quoting Joseph
A.  Flaherty,  Senior Vice President of CBS Television at The Home Entertainment
Show 2002: "HDTV is alive, healthy and growing in America and conditions for its
rapid  expansion  are  all  in  place.  Expansion requires an ample supply of HD
programs,  HD distribution systems and HD packaged video systems". He continued,
"As  to  programming,  HDTV  programs are readily available in quantity and have
been  for  many  years  virtually  all  of  the  CBS  prime  time  entertainment
programming  (broadcasting)  is  in  HDTV".

The  FCC  is  phasing  in the tuner requirement, starting with the largest, most
expensive televisions TVs 36 inches or larger must have the tuners by July 2004,
while  most  smaller  sets  will get them by July 2007. More immediately, all TV
stations in the US are required be capable of broadcasting digital TV by the end
of 2007. Whilst the US is effectively in the vanguard of the move to digital TV,
European  and  Asian  countries  are  following  closely on their heels. It goes
without saying, therefore, that there is already an established demand for an HD
packaged  video  system  to  keep  abreast of HDTV and, indeed, digital cinema -
essentially  in  the  form  of  an optical disc. DVD replication is now the most
promising  segment  of  the  whole  data  optical  storage  market.

OUR  COMPETITION:

While  Blu-Ray  development  and other developments by Toshiba & NEC continue to
face a number of serious technical challenges with both the disc and the reader,
and  is reported to be still some distance from being a fully viable product, we
estimate  that  RMD  could go into commercial production very quickly. Moreover,
there  is no theoretical or practical reason why blue laser technology might not
be  applied  to  RMD  when,  in the fullness of time, it does come on stream. In
fact,  that  would  multiply  the storage capacity of a blue laser DVD to around
200GB.  Finally,  it is worth noting that the retail price of "DVD-Blue" unit is
presently  priced  at 3.800USD in Japan for Sony's first Blue Laser DVD. Whereas
the initial non-automated production cost of RMD unit is likely to be around USD
$200.
PAGE                                5

The  challenge  for  us  to  persuade  the  DVD  Forum  of the advantages RMD is
anticipated  to  be  enormous.  The campaign to achieve acceptance will begin as
soon as possible after the completion of the prototype as it is anticipated that
success  with our prototype will attract significant attention in the markets of
the  Western world. Additionally, there is another huge market to be considered:
China  and  its  sphere  of influence. For some time now, China has been unhappy
with the domination of the sector by the DVD Forum and its imposition of charges
for  the  application  of  DVD  formats.  In  an  effort  to break free from its
strictures,  the  Chinese  Government  is  sponsoring  research into alternative
formats.  We  hopes  to become an important player and provider of the necessary
know  how in order to assist several multinational companies in their hunt for a
competitive  advantage  over  other  consortiums  in  the  battle  for  the next
generation  DVD  standard.

FUTURE  PRODUCTS  PLANNED:

It  has  been  mentioned  that  the  usual  CD/DVD  technology  does  not  allow
manufacturing  discs  with more than two layers (from one side). In contrast RMD
technology  allows building discs (and players) with 5, 10 up to a maximum of 20
layers.  Our  product is a multi-layered reflective disc. Its format, dimension,
weight,  coding,  technological  and  operational  standards,  as  well  as  the
corresponding parameters of the drives/players (including reading rate and power
consumption) can meet if chosen by us the regular standards of CD, DVD, minidisk
and  other  existing  information  carriers.

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  not  inferior and even superior to the "blue" DVD products
under development. RMD-HDTV ROM (pre-recorded), 120mm polycarbonate 1.2 mm thick
single-sided disc. Total capacity 18GB-36GB. Variable bitrate 18 Mbs-60Mbs. Main
applications  - High Definition TV (1080i, 1080p and 720p standards) and Digital
Cinema.

Second  generation  products

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

RMD - 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  "RMD-Blue" 10- layer and 20- layer RMD. 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).

THE  BUSINESS  MODEL

We  plan  to  pursue  discussions  with the major players in each of the several
consortiums  in  the  global  arena  of  DVD manufacturing. We plan to offer our
patented  knowledge  and  know how on how to manufacture hi-capacity multi-layer
discs  and  players with marginal cost increases. We believe these discs holding
up  to  100GB  will generate royalty and license fees on a per-unit basis. Since
our  multi-layer  technology  is  applicable  to  both  red-  and  blue-laser
technologies,  we are not limited to dealing with a single consortium or company
in  the current standards war. When having the first prototype ready, we believe
we  will  rapidly  transform  ourselves from a pure R&D company into a licensing
operation  with  the  sole  objective  of  signing  the  most effective suite of
top-level agreements for our shareholders. We seek to make sure that all players
and  discs  in  the  future  are  capable  of  using  the  our  technology.

THE  OPPORTUNITY:

We  believe  that RMD is an innovation which is capable of meeting the near term
demand for a HD-packaged video system as a consumer product; capable in the near
term  of  having the capacity for sufficient data for a HDTV full length feature
film and, after development, up to 100GB using conventional red laser technology
or  200GB  if  implemented  in  blue  laser  devises. We believe we hold a major
advantage in the dynamic invention that lets it become implemented in any of the
two  major  technologies  of  the future (red and blue laser). There are a wider
range  of  advantages  if  applies  to  red  laser  such as the very low cost in
production  since the invention needs very little change in production lines and
hardware  structure. For red laser we believe we will have the capability to run
all  old  formats of DVD which is a major advantage from a consumer perspective.
The  fact  that  we  are  not  aware  of  any other company capable of producing
PAGE 6

multiple  layers  disc and player devises provide the core opportunity for us to
become successful, and for every day that passes and the battle for dominance in
controlling  the  forthcoming DVD standard, the more opportunity will be created
for  us  to  get  attention  and  the  ability  to  build  mutually  beneficial
partnerships  in the industry. All focus at the moment lies in creating the long
anticipated  first  prototype  and  have  it sent to awaiting companies that are
eagerly  awaiting  its  return  for  trial  periods  and  testing.

THE  TECHNOLOGY

INTRODUCTION:

An  entirely  different  method of recording data is used for optical discs. The
word  optical  resonates  a relationship to light. To make an optical disc, tiny
lasers  create  peaks  and valleys in a plastic layer on a circular disc. In the
device  that  reads the optical disc these peaks and valleys are read as 1's and
0's  by  shining another laser on the disc. The most common size of optical disc
is  the  CD-ROM, which stands for Compact Disc - Read Only Memory. It looks just
like  an  audio CD. Almost all software is being distributed on CDs now. The CDs
that contain commercial software are of the Write Once Read Many (WORM) variety.
They  can't  be  changed once they are created. This is where the ROM part comes
from.  What  you  need for backup storage of changing data are rewritable discs.
These use a different material for the laser to work on that can be softened and
lasered  again.

DVD  - Digital Video Disc (Also known as Digital Versatile Disc). DVD technology
uses  a very short wavelength laser beam to read pits from the spinning platter.
The  technology  used  is  MPEG-2  for  video and AC-3 for audio. A decoding I/O
card  is  needed to decompress the data. This card can be an ATAPI or SCSI card.
The  standard  DVD  holds  4.7GB  of information on one side of the platter. DVD
discs  which are double sided ( data on both sides of the disc) must be manually
flipped  in  order  to play the other side of the disc. There are 3 types of DVD
drives,  Read  Only,  Recordable and Rewritable with standard capacity of 4.7GB.

The  world  data  storage  market needs low-cost high-capacity formats that have
substantially  greater  capacity  than  the  current  standard  of  4.7GB.
Quasi-Reflective  Multilayer  Disc  technology-  RMD- offers a solution which is
predicated on increasing capabilities by multiplication of number of layers. RMD
technology  uses proprietary read-out principle and proprietary quasi-reflective
disc  construction resulting in dramatic reduction of interlayer cross talk. RMD
technology  is  based  on  classical DVD machinery, technologies and inexpensive
commercial  red  lasers. Our red laser based products (RMD) is anticipated to be
equivalent to the "blue" products in their capacity and speed parameters, and is
anticipated  to  compete  directly with the latter. However, we believe that our
technology has a resolute advantage - technological simplicity of disc and drive
manufacturing.  A leading Japanese company (Toshiba, public report October 2001)
admitted that the blue laser replicated discs (ROM) may not be attainable at all
in  the context of existing DVD manufacturing technologies. Reliable replication
of  pits  of  the  size appropriate for blue laser technology in industrial mass
production  environment  would  require  total  refurbishing of all existing DVD
production machinery with vastly more complicated and expensive ware. This is in
addition  to  the  difficulties related to blue lasers themselves: they are less
reliable and by far more expensive than red lasers. The layer structure of a RMD
looks like a conventional DVD layer. The main difference is that the information
layers  are  made  using quasi-reflective proprietary technology. As a result, a
laser  beam  when  reflecting  from  RMD  layer generates no interference with a
signal  reflected  from  the  surface  outside  the  information pits ("land" in
professional  lingo).  RMD-disc  is  a stack of thin 20-30 microns (micrometers)
plastic sub-layers bonded to each other. Each of those layers is manufactured by
replication  from standard masters, made as a rule from nickel, (masters) in DVD
or  other  formats.

Each  information  layer  is  manufactured  by replication-like technology using
standard  DVD  like  masters  and  machinery.  Unlike in the case of the present
conventional  reflection  discs,  in  RMD  discs,  interlayer  cross  talk  is
drastically  diminished.  It is this cross talk caused by parasitic interference
of  multiple  reflected  coherent  signals  that  in  particular establishes the
2-layer limit for DVD. The appropriate technology has already been developed and
it is the principle know-how of our RMD Team. This technology helps to avoid the
optical interference principle of reading that is currently used in the DVD, and
provides  the  basis  for  multi-layer RMD. The multi-layer quasi-reflective ROM
technology of RMD is based on the technology elements taken from the marriage of
the  elements  of  semiconductor  photolithography  and  the  usual  replication
technology.

RMD  technology  has  been  designed  in  laboratory  conditions  for  RMD  disc
production  to  be  compatible with current DVD industrial infrastructure and we
believe  this technology will be adopted for mass production with relative ease.
RMD  technology,  as  well  as  DVD  technology,  is  based on polymer materials
(polycarbonate, etc.), so the manufacturing price per unit will be close to that
of  DVD.

One  of  the  key  advantages  of  the  RMD  technology  is  its nearly complete
compatibility  with  DVD  production  machinery.  The  drive  for  reading  the
multi-layer  discs  will  require  insignificant  modification  with  respect to
standard  DVD  drives.  RMD  may  use  existing DVD drives with some redesigning
(proprietary) of the optical head, therefore the commercialization and upgrading
of  our  disc/drive  technologies  to mass production scale is anticipated to be
cost  effective.  Our  proprietary  technology  has  the following technological
advantages:
PAGE                                    7

High  Data  capacity:  multiple-fold  data capacity increase over a single-sided
DVD, (we anticipated that when blue lasers are commercially available there will
still  be  a  similar  advantage  over  conventional  blue  laser  discs).
Cost:  We  believe  the production cost of RMD will be commensurate with that of
DVD.  We  believe  that existing DVD equipment may be used for the manufacturing
process  provided  there  are  two  additional  operations, the cost of which we
estimate  will  not  exceed 5% of the total production cost. We believe the cost
will  be  definitely  lower  than  the  cost  of  "blue"  discs.

Proven  manufacturing  processes:  no  extra development of special equipment is
needed  for  manufacturing  and  mass  production  of  discs  and  drives.

Mass  production opportunity: cost effective mass production technology close to
DVD  replication  technology.

Like FMD technology (Fluorescent Multi-layer Disc developed by Constellation 3D,
Inc.,  at  present  bankrupt),  multi-layer  RMD technology uses inexpensive red
lasers.  However,  compared  to  the  former, the RMD technology boasts at least
three  key  advantages:

The  magnitude  of  response RMD signal is nearly 1000 times higher than that of
the  FMD  (theoretical  calculations).  We believe that this simplifies disc and
drive  manufacturing  when  compared  with  FMD.  (The  fluorescence  is  a weak
phenomenon and as a result the FMD signal in all probability is also weak. It is
our view that weak signal would make hard to obtain the standard level of signal
to  noise  level).

RMD  technology  does  not use sensitive organic dyes. Application of unfamiliar
chemical  Technologies is highly disturbing for the optical storage community of
engineers.  RMD  will  be surely a more comfortable technology for acceptance by
industry.

Service  life  of  RMD  discs  is  anticipated  to  be  at  least the same as of
 DVD  discs.

It is inevitable that questions would be raised as to the similarity between RMD
and FMD technologies. Brief discussion should help to understand the difference.
The  basic  assertion  of  FMD  technology  (made  public  many  times)  is that
multilayer  discs  are  possible  only  if  the response signal triggered by the
reading  laser beam is non-coherent. This is why the response signal used in FMD
is  fluorescent  response  rather  than  the reflected laser beam. As far as the
usual  structure  of  DVD  is  considered  the  claim  seems  to be correct. The
calculations  of  our  RMD  team  seem  to corroborate the fact that it would be
difficult to avoid destructive diffraction and other negative optical effects of
coherent  response  signal  in  more  than  two  layers  of  DVD  structure.

The  RMD  technology  discovered the method of minimizing the above difficulties
even  though  the  reflected laser beam signal remains coherent. Thus we can use
the quasi- reflected laser beam as response signal and at the same time avoiding
its  destruction that would be typical under usual conditions such as are in DVD
structure.

Thus  the  basic  physics  and technology of RMD is fundamentally different from
FMD.  This holds true for both the disc and the drive. We are confident that the
RMD's  physical  structure will inspire the whole optical data storage community
and  will facilitate industrial support for the HDTV and Digital Cinema markets.

The  First  Generation  products (see above) based on classical DVD technologies
and inexpensive commercial red lasers are equivalent to the projected "blue ray"
DVD  products  in their capacity and speed parameters, and they directly compete
with the latter. However, they have decisive advantages - relative technological
simplicity  of  the disc and drive manufacturing and in consequence dramatically
lower  cost.

Disc:  RMD requires 0.4 micron technology as for a standard DVD; The "blue" ones
need 0.2-micron technology. It requires quite incredible accuracy of replication
of  the  pits  edges  and  depth.  Such accuracy although possible in laboratory
conditions  presents  real  challenge  for  the  modern  mass  production.

Drive:  RMD  may  use  existing  DVD drives with some redesigning of the optical
head.  The  "blue" discs of the same capacity require: "blue" lasers - the laser
cost alone is substantially higher than the cost of commercial DVD drives, while
the  prospect  for  the  development  in the near future of some new inexpensive
technology is questionable; high aperture optics (NA 0.8) puts extreme demands
on  the  disc's production precision and homogeneity. In conjunction the drive's
tracking  and focusing system becomes very complicated and expensive; drives are
very different from the existing DVD drives. Replication production equipment of
"blue" discs should be quite different, despite the assertions by some companies
that  it  would be "essentially the same". Recent admissions made by Toshiba are
revealing  in this respect. Pricing. The production cost of "blue ray" player is
presently  estimated  as  over  USD  1.800.(RMD  player  will  cost  1/10th,
approximately  USD  $180-$200.

It  appears  that  the  prospects  for  the  developing  in  the  near future of
inexpensive  and reliable "blue" ROM disc and drive reaching the requirements of
HDTV  markets  are  not  bright.
PAGE 8

Nevertheless,  it  should  be  emphasized  that  we  also  foresee  the  future
generations  of  RMD based on blue lasers. However the multilayer structure will
allow  a  proper  reduction  in  tolerance demands as applied to one information
layer  and  at  the  same  time the increase in capacity of the discs which will
never  be  achieved  in  the  framework  of  the  usual blue laser DVD's. As the
semiconductor  industry recognizes and it is on the verge of manufacturing of 3D
transistors  ,  similar  expectations  are anticipated for the storage carriers.
There  is  no  way to comply with the Moore Law unless 3D principle of recording
and  storage  of  data is adopted by optical storage industry. In this sense the
FMD  technology pioneered by Constellation 3D Inc. was a valid and sensible one.
However  the  technological  solutions proposed are different and vastly simpler
for  implementation  and  integration  into the existing industrial environment.

INTELLECTUAL  PROPERTY  PROTECTION:

I  The first comprehensive patent titled "Multi-layer quasi-reflective media and
method of its manufacturing" has been filed initially as a provisional US patent
application  with  the enlarged version prepared as regular PCT & US application
which  has  been  submitted recently. This patent covers the basic technological
principles  and  processes  of  manufacturing  of  RMD.  In addition, as per the
acquisitions  of  MultiDisc  and  TriGM  International  S.A.  we are acquiring a
portfolio  of  researched  and  isolated  patentable  inventions  related to RMD
technologies  for which we plan to apply for patent protection in the future. It
is  also  expected  that  we  will  develop  new derivative concepts, as well as
supplementary technological solutions and processes, resulting in patents and/or
know-how,  which  will be expanded upon and enhance the original RMD concept and
intellectual  property.

  RISKS:

With  the  acquisitions of the RMD business and intellectual property assets, We
are  subject  to  certain  risks  and  uncertainties.  In considering whether to
acquire  our  common  stock,  you  should  carefully  consider  the risk factors
described  below.  You  should consider these risk factors, together with all of
the  other information in this 8K and the documents we have incorporated, before
you  decide  to  purchase  shares  of  our  common  stock.

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

  BUSINESS  RELATED  RISKS

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

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

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

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

We  have not yet generated any revenues from the sale of products. We are at the
initial  prototype  level. We do not anticipate generating material revenue from
the  sale  of  products  in  the  foreseeable  future. Accordingly, there are no
meaningful  period-to-period  comparisons of our operating results from which to
evaluate  our  performance. The lack of performance history of our products, our
limited  forecasting  experience  and  processes  and the emerging nature of our
target  markets  makes  forecasting  our  future  sales  and  operating  results
difficult.
PAGE                                        9

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

WE  WILL  NEED  TO  RAISE  ADDITIONAL  FUNDS  WITHIN  THE  FIRST  SIX  MONTHS.

We  have  relatively  significant  operating capital needs and only very limited
capital  resources.  Pursuant  to our Agreement with PG Engineering, S.A. out of
our  available  funds,  we  will  allocate  $302,000  of  our  resources  to  PG
Engineering,  for  the  development  of  the  first  stage  of the Prototype. In
addition,  we  will  allocate  $77,500  for repayment of a loan, and $25,000 for
broker  fees  in connection with the acquisitions plus an additional $185,000 to
be  utilized  for  expenses  incurred  in  administrative  and  public  company
functions.  It  is  assumed  that these funds will last about four to six months
following  the acquisitions

WE  WILL  NEED  TO  RAISE  SEVERAL  MILLION  IN  ADDITIONAL  CAPITAL  TO SUSTAIN
OPERATIONS.

Although we have outstanding Warrants that are exercisable at prices between .50
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$12,000,000  for  the Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

If  the  stock trades below the warrant exercise price, warrant holders will not
exercise their warrants, since the warrant is out of the money. Consequently, we
may  have  to  raise  additional  capital  through  Private Placements of equity
shares. If we are unable to secure additional sources of capital we will need to
substantially  curtail  our  level of research and development efforts and other
activities.  We anticipate that we will require substantial additional financing
to  fund  our  working capital requirements. There can be no assurance, however,
that  additional  funding  will  be  available or, if available, that it will be
available  on  terms acceptable to us. There can be no assurance that we will be
able  to  raise additional cash if our cash resources are exhausted. Our ability
to  arrange  such  financing  in  the  future  will  depend,  in  part, upon the
prevailing capital market conditions as well as our business performance and the
success  of  our  prototypes.

OUR  PRODUCTS  ARE  STILL  IN  THE  DEVELOPMENT  STAGE  AND  HAVE NOT YET GAINED
COMMERCIAL  ACCEPTANCE.

PROTOTYPE  RISK:

In  order  to  produce  a  product  we  must first prepare a prototype which can
demonstrate  that the product will work as intended. While initial RMD lab tests
conducted  for  the  prototype proved to be very promising and reliable, further
testing  may  result in  some  limiting  factor  that  would make the technology
useless  or  less  useful  than anticipated. Such a risk would have the greatest
adverse  effect  on  the  value  of  the  technology, and therefore could have a
material  adverse  effect  the  price  of our shares. In that event, the trading
price  of  our  common stock could decline, and you may lose all or part of your
investment

The  Milestone  Plan  sets  out  a timing schedule for the various phases of the
development.  There  is no assurance that the actual development will proceed in
accordance  to  the  plan.  The  first milestone is due in May 2004. There is no
assurance that this milestone or any future milestone is met. Failure to fulfill
one or more milestones will have a material adverse effect on our company and on
the  price  of  the  stock.

TESTING  EXECUTION  -  RISKS  -

The  current  development  plan  is  based  on our current understanding of what
equipment  might  be  needed and what testing might need to be done. As disc and
drive  design,  assembly  and  testing  progresses,  additional  needs  may  be
identified  and cause changes in the costs, schedule and order of testing, which
may  have  an  adverse  effect  on  our  company  and on the price of our stock.

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

These  risks  are  the  most  difficult  to assess at this stage of development.
Changes might occur in the estimated cost of equipment needed for commercial RMD
mass  production  and  distribution. An important attribute of our technology is
that  it  is based on standard red laser technology which we believe will result
in  minimum  infrastructure costs as opposed to the competing Blue-Ray products,
which are believed to require significant infrastructure costs. This is the most
important competitive edge we may have over industry giants such as Sony and the
PAGE                                      10

Blu-Ray  consortium,  and  other  giants such as Toshiba and NEC, and others. In
the  event the cost for mass producing the products proves to be materially more
expensive  than anticipated it may cause the product to be to too expensive as a
result of the higher than anticipated production cost, and thus less competitive
with  the  Blu-Ray  products or other products developed by industry giants such
as  NEC  and Toshiba which may have a material adverse effect on our company and
on  the  price  of  our  stock.

INTELLECTUAL  PROPERTY  RISK:

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

Intellectual  property  Risks  - Our initial patent application has not yet been
fully  assessed  by  a patent office, so there is still a possibility, that some
prior  art  or  similar recent application may be found that would significantly
reduce  the  value  of intellectual property which would have a material adverse
effect  on  our  company  and  the  price  of  our  stock.

     We  have  applied  for  our  initial  patent entitled MULTILAYER REFLECTIVE
     INFORMATION  CARRIER  AND METHOD FOR MANUFACTURING THEREOF. In addition, as
     per  the  acquisitions  of  MultiDisc  and  TriGM International S.A. we are
     acquiring  a  portfolio  of  researched  and isolated patentable inventions
     which  include  various components of RMD technologies for which we plan to
     apply  for  patent  protection  in the future. Although the scientific team
     believes  that all of the inventions are novel and merit patent protection,
     there is no assurance that patents will be granted for each or any of these
     inventions.  Failure  to  receive patent protection on these inventions may
     have  an  adverse  effect  on  our  company  and on the price of our stock.

We  expect  to develop trade secrets and may seek patent or copyright protection
for  trade  secrets.  We cannot assure you that we will develop trade secrets or
seek patent or copyright protection for any or all of them. We have entered into
and  intend  to  enter  into  confidentiality  and  non-disclosure agreements to
protect  one  or  more  trade  secrets  which we or our employees or independent
contractors may develop, but we cannot assure you that we will do so or that the
appropriate  parties  will maintain the confidentiality necessary to protect our
trade  secrets.  A  failure  to  maintain one or more trade secrets could have a
material  adverse  impact  on  us.

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

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

In  the  future,  a  court, patent office or other authority may deem one of our
employees  or  contractors  and  not  us  to  be  the legal owner of one or more
patents,  patent  applications or other intellectual property, which is material
to  protecting  our  data  storage technology. Our Agreement with PG Engineering
S.A.  and  as  well  as  their Agreement  with subcontractors require that their
employees  and  contractors assign to us all right, title and interest in and to
the  intellectual  property that was developed for us. However, we cannot assure
you  that  we  will  obtain  legal  ownership of one or more licenses to use the
intellectual  property,  which  an  authority  deems  to  be the property of our
employee  or  contractor, on satisfactory terms. Our failure to obtain the legal
ownership of, or one or more licenses to use, the intellectual property may have
a  material  adverse  effect  on  our  business  or  financial  results.
PAGE                                    11
WE  MAY  REQUIRE  ADDITIONAL  TECHNOLOGY  IN  ORDER  TO SUCCESSFULLY DEVELOP AND
LICENSE  OUR  TECHNOLOGY.

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

DEPENDENCE  ON  KEY  PERSONNEL

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

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

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

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

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

Pursuant  to the acquisitions of the business and RMD Technology assets, we will
be  issuing  an aggregate of 72,605,776 shares in exchange of the RMD assets and
for  the  scientific  team  who  will be developing the prototypes and products.
Prior  to  the  acquisitions,  our  outstanding  common  shares  was 19,541,444.
Following  the  acquisitions,  we  will  have  an aggregate of 92,147,220 common
shares  outstanding  Of  which  79%  percent  of the shares will be owned by the
shareholders  and  designees  Of MultiDisc, Ltd. TriGM International S.A. and PG
Engineering  S.A.  In  addition,  these  shareholders  will  have the ability to
influence  or  control the management of our day-to-day operations, business and
affairs.  Accordingly, this concentration of ownership may harm the market price
of our common stock by: delaying, deferring or preventing a change in control in
us;  impeding  a  merger,  consolidation, takeover or other business combination
involving us; or discouraging a potential acquirer from making a tender offer or
otherwise  attempting  to  obtain  control  of  us.

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

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

COMPETITION:

The  market  for  our  technology  is  very  competitive,  is  subject  to rapid
technological  changes  and varies for different individual products. We believe
that  there  are  potentially  many  competitive  approaches  being  pursued  in
competition  to  our  technology,  including some by private companies for which
information  is  difficult  to  obtain.  Most  all  of  our  competitors  have
significantly  greater  resources,  more  product  candidates and have developed
product  candidates and processes that directly compete with our technology. Our
competitors may have developed, or could in the future develop, new technologies
that  compete  with  our  technology or even render our technology obsolete. Our
technology  is  designed  to  produce  high capacity, next generation discs that
could  effectively  compete with the current blue-ray products being produced by
Industry  Giants  such  as  Sony,  NEC,  Toshiba,  etc.  Even  if we are able to
demonstrate  improved  or  equivalent results, researchers and practitioners may
not  use  our  technology  and  we  will suffer a competitive disadvantage. As a
result, we may be unable to compete successfully in the market place which could
have  a  material  adverse  effect  on  the  price  of  our  stock.
PAGE                              12

INDUSTRY  RISKS:

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

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

WE  FACE  INTENSE  COMPETITION  IN  THE  HIGH  CAPACITY  OPTICAL  MEDIA AND NEXT
GENERATION  DATA  STORAGE  INDUSTRY:

Philips,  Sony and other members of the DVD Forum are aggressively working on an
alternative  solution  for  HD video packaging known as "Blu-Ray" technology. In
essence,  Blu-Ray  replaces the current DVD red laser optical reader with a blue
one.  While  the shorter wavelength of blue light gives it the resolution needed
to  read  much smaller pits, and hence provides for an increase in data capacity
on  the  disc,  it  does mean a departure from current red laser technology with
concomitant technical risks and additional costs. Additionally, we estimate that
there  are  numerous  enterprises currently researching, developing or producing
other  types  of  next  generation  DVD  technology, which we consider to be our
material  competitors.  We  expect  that  some competitors will continue to have
significant  market  shares.  Our  competitors may further increase their market
shares  through  mergers,  acquisitions  and  research  and  development.

While  we  believe  that RMD products and joint venture and licensing strategies
will  result in competitive advantages, we cannot assure you that we will obtain
or  maintain any of such advantages over time. Furthermore, we cannot assure you
that  a  competitor  will not invent a superior technology, or that our products
and  services  will  be  able  to penetrate the data storage market. Many of our
current  and  potential  competitors have or may have advantages over us such as
greater  financial,  personnel, marketing, sales and public relations resources.

Existing  or  future  competitors  may  develop  or  offer products that provide
significant  performance, price, creative or other advantages over products that
we  offer.

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

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

We  cannot  assure  you  that  we  will be able to obtain a sufficient supply of
components  on  a  timely  basis  or  on commercially reasonable terms. The same
supply  and  cost  problems  could  adversely  affect our sales of products. The
inability  to  obtain  sufficient components and equipment, to obtain or develop
alternative  sources  of  supply  at  competitive prices and quality or to avoid
manufacturing  delays,  could  prevent  joint ventures from producing sufficient
quantities  of  our products to satisfy market demand. Additionally, in the case
of  a  component  purchased  exclusively from one supplier, joint ventures could
become  unable  to  produce  any  quantity  of  the  affected products until the
component  becomes  available  from  an alternative source. These problems could
cause  delays  to  product  shipments,  thereby  increasing  the joint venture's
material  or manufacturing costs or causing an imbalance in the inventory levels
of certain components. Moreover, difficulties in obtaining sufficient components
may  cause  joint ventures and licensees to modify the design of our products to
use  a  more  readily  available  component. These design modifications may also
result  in  product  performance  problems. Any or all of these problems 8 could
result  in  the loss of customers, provide an opportunity for competing products
to  achieve  market  acceptance  and otherwise adversely affect our business and
financial  results.
PAGE                                   13

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

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

RISKS  RELATED  TO  OUR  COMMON  STOCK

THE  MARKET  FOR  OUR  COMMON  STOCK  MAY  BE  ILLIQUID.

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

WE  MAY  EXPERIENCE  VOLATILITY  IN  OUR  COMMON  STOCK  PRICE.

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

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

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

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

WE  ARE  CONSIDERED  A  PENNY  STOCK

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

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

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

  SUBSTANTIAL  DILUTION  TO  OUR  COMMON  STOCK  AS  A  RESULT  OF  ACQUISITONS:

The  transactions  herein  described  are  extremely  dilutive  to  our existing
shareholders.  We  are  issuing an aggregate of 72,605,776 shares in exchange
of  the  RMD  assets  and  for  the  scientific  team who will be developing the
prototypes  and  products.
PAGE                                   14

Prior  to  the acquisitions, described herein, our outstanding common shares was
19,541,444.  Following the acquisitions, we will have an aggregate of 92,147,220
common  shares  outstanding  Of which 79% percent of the shares will be owned by
the  shareholders  and designees Of MultiDisc, Ltd. TriGm International S.A. and
PG  Engineering  S.A.  As  a  result  our  existing  shareholders  will  realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued  in  addition  to  the  92,147,220  outstanding  after  the
acquisition.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have  an  aggregate  of  115,750,022  outstanding  common
shares  which  will  cause  significant  dilution  to  existing  and  future
shareholders.

Common  Shares  Outstanding  Prior  to  the  Acquisitions       19,541,444
Shares  issued  pursuant  to  the  Acquisitions  &
Development  Agreement                                                72,605,776
Common  Shares  Outstanding  After  the  Acquisitions
&  Development  Agreement                                             92,147,220

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                      10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                              8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000

In  addition,  to  the  subscriber warrants, and options underlying our 2001 and
2004  stock  option  plans,  any  future  issuance  of  shares  of  convertible
instruments  Could  adversely  affect  the  market price of our common stock and
impair  our  ability  to  raise additional capital through the sale of equity or
equity-related  securities.  Sales of substantial amounts of our common stock in
the public market in connection with acquisitions and other Agreements described
herein,  may  have  a  material  adverse  effect  on  the  price  of  our stock.

A  significant  portion  of  the  72,605,776  shares  issued  pursuant  to  the
acquisitions  herein  described will become eligible for resale pursuant to Rule
144  one  year after the closing of these transactions and Shareholder approval.
In  addition,  other  exemptions  may  be available for sales of such Restricted
securities  held  by  non-  affiliates.

PLANS  OF  OPERATIONS:

We  believe  that  with the acquisitions of all of the business and intellectual
property  assets  as  described above, we are in a position to capitalize on the
core  technology  for  RMDs.  As  a  result of our Agreement with PG Engineering
S.A.  we  have  a  highly  qualified  diverse  group  of  scientists who will be
Devoting their  time  to  developing  the  prototypes  and  the  products.

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. The
overall  management  will  be  carried out from our headquarters in New York and
offices  in  London.  We will provide initial funding out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment,  know-how and products will belong
without  exception  to  us.

The  initial  plan  is  to  have the components of RMD outsourced at the labs of
several  European  and  U.S.  locations  while  also  considering other suitable
arrangements.  The  integration  of  prototypes  and porting of the content in a
format  proprietary  for RMD is anticipated to be done in the US. The IP of RMD,
including  all  know-how,  will  be  assigned  to,  and  owned  by  us.

We  have budgeted for our business for the period until the initial prototype is
produced which we estimate to be between four to six months following closing of
the  acquisitions and the signing of the Services Agreement with PG Engineering,
S.A.
PAGE                                       15

Upon  Closing  we  will  have  available  for  our  operations post acquisition,
the sum equal to $287,500.00 of which $77,500.00 shall be paid to extinguish the
Visson Loan and $25,000 to the broker. The balance of $185,000 will be allocated
to  rent in our London office and administrative functions in the London Office,
and  public  company  functions  in  The  New  York  office.

In  addition, we will have available in cash held in a segregated account of New
Medium  Enterprises,  Inc. the sum of $302,000 to be available exclusively to PG
Engineering  S.A.  after  shareholder approval. These funds will be used for the
development of the prototype, by PG Engineering and subcontractors in accordance
with  the  Development and Milestone Plan. It is estimated that these funds will
be  sufficient  to  fulfill  the  initial  first  stage  milestone:

1st  Stage:  TARGET:

The  first  material  milestone  is  anticipated  to  demonstrate RMD & Drive at
approximately  14 GB, up to 36 Mbs variable bit stream, HD signal & decoding. We
anticipate  that  even  at  this early stage while demonstrating the validity of
technology  we  believe  we  will  in fact show a close approximate of the first
product.  The  first  material milestone is scheduled to be completed around the
second  half  of  2004.

There  is no assurance that the available funds will be sufficient for the above
purposes.  Furthermore,  there is no assurance that the initial milestone or any
milestone  thereafter  will  be  met.

Although we have outstanding Warrants that are exercisable at prices between .50
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$12,000,000  for  our Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

If  the  stock trades below the warrant exercise price, warrant holders will not
exercise their warrants, since the warrant is out of the money. Consequently, we
may  have  to  raise  additional  capital  through debt or Private Placements of
equity  shares. If we are unable to secure additional sources of capital we will
need  to substantially curtail our level of research and development efforts and
other  activities.  We  anticipate  that  we will require substantial additional
financing  to  fund our working capital requirements. There can be no assurance,
however,  that  additional  funding  will be available or, if available, that it
will  be  available on terms acceptable to us. There can be no assurance that we
will  be  able to raise additional cash if our cash resources are exhausted. Our
ability  to  arrange such financing in the future will depend, in part, upon the
prevailing capital market conditions as well as our business performance and the
success  of  our  prototypes.

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

CHANGE  IN  MANAGEMENT  &  CONTROL:

The following changes are being made to the  management team.

Ethel  Schwartz,  our Chairman and CEO will remain 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  will  be  appointed subject to shareholder
approval:

Fred  Jung  Abbou,   President
Dr.  Alex  Libin     Chief  Operations  Officer
Yehudit  Hirsch      Corporate  Secretary
PAGE                                  16

The  following  additional  Directors  will  be appointed subject to shareholder
approval:

Fred  Jung  Abbou,   Director
Dr.  Alex  Libin     Director

CURRENT  REPORT  ITEM  6  RESIGNATION  OF  CURRRENT  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            Chairman,  Chief  Executive
                                             Officer,  &  Treasurer

    Fredrik  Jung  Abbou   26,           President,  Director

    Dr.  Alex  Libin        59,           Chief  Operations  Officer,  Director

    Yehudit  Hirsch         28            Corporate  Secretary

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

ETHEL  SCHWARTZ:  CHAIRMAN,  CEO  &  TREASURER:  (age  54)  Ethel will remain as
Chairman  and 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  since  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.  Ethel  brings  a wealth of knowledge in finance and
experience  in  securities  and  public  Company  operations  and  regulatory
compliance, as  well  as  diversified  business  experience.

FREDRIK JUNG-ABBOU: PRESIDENT: Fredrik Jung Abbou has been employed by MultiDisc
Since July 2003 and has been President of MultiDisc Plc, since October 15, 2003.
From  1998  to  2002  he  was  a  founder  and employee of Stockpicker, where he
successfully created one of Sweden's still prospering Internet companies focused
on  the  financial  services  arena. He also served as Product Manager and board
member  in  their  Swedish  and  Brazilian  operations and headed the process of
establishing  operations abroad, to start operations in Brazil, China and India.
He  received  a  BA  in International Business from European Business School and
currently  holds the position of Chairman of the Board in innovative Israeli R&D
Company Visson Enterprises Ltd, a company in the forefront of next generation of
ultra  thin  and flexible displays. Mr. Jung Abbou holds 8 percent of the shares
of Stockpicker.

DR.  ALEXANDER  LIBIN:  CHIEF OPERATIONS OFFICER: 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.

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.

                        EXECUTIVE  COMPENSATION  POLICY

The  Board  of  Directors  approves  the compensation of our executive officers,
including  salaries,  bonuses and stock option plans. The policy of the Board of
Directors is to maintain executive compensation at levels that will permit us to
attract, motivate and retain individuals with superior managerial abilities. The
levels  of  compensation  are  intended  to  reward  individual  initiative  and
achievement,  while  motivating  our executives to increase shareholder value by
improving our performance and profitability. In reviewing salaries, the Board of
Directors  considers  factors  such  as  the  responsibilities  of the position,
corporate  progress  toward  achieving  objectives  and  individual performance,
experience  and  expertise. In determining our executives' overall compensation,
the  Board  of  Directors  also  reviews  certain  compensation  levels at other
companies  because  the Board of Directors believe that we compete for executive
talent  with  companies  in  addition  to  those  in  our  peer  group.
PAGE                                 17

Since  our  Company has always had a limited budget, our Chief Executive Officer
received  her  compensation  in the form of restricted common stock in lieu of a
cash  salary  based  on  the  fair  market  price of restricted stock at time of
issuance  in  accordance  to  the  Schedule  below:

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  Fair  Market
                      Value           price          Shares  Issued
---------------  --------  ----------------  -------------

From:      To:
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
----------------------  -------------------  --------------
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
----------------------  -------------------  --------------  ---------
PAGE                                   18

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 incentivize 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.

FUTURE  EXECUTIVE  COMPENSATION:

We  have  not  entered  into any employment agreements with any of our executive
staff  for  future  compensation. Fredrik Jung Abbou will be receiving a monthly
salary  of  2250  BP (equivalent to $4,000. USD monthly subject to currency rate
change.  No  other  executive  salaries  are  currently  planned.)

CERTAIN  BENEFICIAL  OWNERS:

The  following  table  describes,  as  of  the  close  of  the Acquisitions, the
beneficial ownership of our Common Stock by persons known to us to own more than
5%  of such stock and the ownership of Common Stock by our directors, and by all
officers  and  directors  as  a  group.
SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  &  MANAGEMENT
                           REFLECTING  THE  ACQUISTIONS

Identity  of
Stockholder                                      Percentage  of
Or  Entity                    Shares  Owned       Shares  Owned
                        (1)
Ethel Schwartz          13,534,444 (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 as a
Group. . . . . . . .     13,534,444   (2)    14%
--------------------  -------------------  -----
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
1,300,000  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.

(4)  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                             19

DILUTION:

Our existing shareholders will be subject to substantial dilution as a result of
these  acquisitions  and scientific development agreement. We will be issuing an
aggregate  of  72,605,776  shares  in  exchange  of  the  RMD assets and for the
scientific  team  who  will  be  developing  the  prototypes  and  products

Prior  to  the  acquisitions, described herein, our outstanding common shares of
was  19,541,444.  Following  the  acquisitions,  we  will  have  an aggregate of
92,147,220  common shares outstanding Of which 79% percent of the shares will be
owned  by  the shareholders and designees Of MultiDisc, Ltd. TriGm International
S.A.  and PG Engineering S.A. As a result our existing shareholders will realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.

We  currently have outstanding warrants and stock options that if exercised will
cause  additional  substantial  dilution,  as  follows.

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued  in  addition  to  the  92,147,220  outstanding  after  the
acquisition.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have  an  aggregate  of  115,750,022  outstanding  common
shares  which  will  cause  significant  dilution  to  existing  and  future
shareholders.

In  addition,  to  the  subscriber warrants, and options underlying our 2001 and
2004  stock  option  plans,  any  future  issuance  of  shares  of  convertible
instruments  Could  adversely  affect  the  market price of our common stock and
impair  our  ability  to  raise additional capital through the sale of equity or
equity-related  securities

Sales  of  substantial  amounts  of  our  common  stock  in the public market in
connection  with  acquisitions and other Agreements described herein, may have a
material  adverse  effect  on  the  price  of  our  stock.

SHARES  ELIGIBLE  FOR  FUTURE  SALES:

In  addition to shares issued to founders and to insiders which are eligible for
resale in accordance to Rule 144, a significant portion of the 72,605,776 shares
issued  pursuant  to  the acquisitions herein described will become eligible for
resale pursuant to Rule 144 one year after the closing of these transactions and
Shareholder  approval.  In addition, other exemptions may be available for sales
of  such  Restricted  securities  held  by  non-  affiliates.

Shares  of  common  stock  underlying  Warrants
issued  to  original  subscribers  and  other  parties
Exercise  prices  range  from  .50  to  $1.50                      10,603,000

Shares  underlying  the  Warrants  issued  pursuant  to
the  2001  Stock  Option  Plan
Exercise  price  is  .045                                              8,000,000

Shares  that  will  be  underlying  the  Warrants  to  be
issued  pursuant  to  the  2004  Stock  Option  Plan.
To  be  awarded  in  the  future                                       5,000,000

Total  potential  future  issuances  based  on  outstanding  and
To  be  issued  shares  underlying  Options  &  Warrants          23,603,000
Page                                        20

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;

(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

SCHEDULE  OF  EXHIBITS:

Asset  Purchase  Agreement  with  MultiDisc  Ltd.
Asset  Purchase  Agreement  with  TriGM  International
Scientific  Services  Agreement  with  PG  Engineering,  S.A.
Fairness Opinion

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

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

                              By:  Ethel  Schwartz
                              CEO,  President,  Treasurer
                              and  Director

                              Date:   January  15,  2004
PAGE                           21