SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
                                    FORM  8K
                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                        SECURITIES  EXCHANGE  ACT  OF  1934

                          DATE  OF  REPORT  SEPTEMBER  15,  2005
                        (DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------


                          NEW  MEDIUM  ENTERPRISES,  INC.
                            -----------------------


            (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)


STATE  OR  OTHER  JURISDICTION  OF                  (I.R.S.  EMPLOYER
INCORPORATION  OF  ORGANIZATION)                    IDENTIFICATION  NO.)

      NEVADA                                11-3502174

       (ADDRESS,  INCLUDING  ZIP  CODE,  AND  TELEPHONE  NUMBER,  INCLUDING AREA
               CODE,  OF  REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)
                          DATE  OF  REPORT  SEPTEMBER  15,  2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                            MAHESH  JAYANARAYAN,  CEO

                                  1510  51  ST.
                                BROOKLYN  NY  11219
                                TEL:  718-435-5291
                                FAX:  718-972-6196

ITEM:  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES


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

SIGNATURES

      Pursuant  to  the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.




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


By:  /s/  Mahesh  Jayaranayan
CEO

SEPTEMBER  21,  2005


ITEM  9.01  EXHIBITS

PRIVATE  PLACEMENT  MEMORANDUM


 NEW  MEDIUM  ENTERPRISES,  INC
 NEVADA  CORPORATION



Price  Per  Share  $0.10  Cents  Per  Share



TOTAL  PRIVATE  OFFERING:
$750,000  USD


NEW  MEDIUM  ENTERPRISES,  INC.

195  The  Vale
London  W3  7QS
Tel:  020  8746  2018


September  15,  2005

An  Offering  of  up  to  7,500,000  Common  Shares  @  0.10  Cents  per  Share

An  Addendum  has  been  added to this Private Placement Memorandum as a special
condition.
Please  see  Schedule  1.




Total  Common  Shares  Offered  Price  Per  Share  Total  Proceeds
7,500,000             $0.10  Cents         $750,000

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 7,500,000 Common Shares on a "best efforts" basis. The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The offering price has been
determined  by  the  Company  based on the bid price as of $0.10 cents per share
(See  "RISK  FACTORS"  and  "TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION").

THESE  COMMON SHARES BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS  DEFINED  IN  RULE 144 UNDER THE SECURITIES ACT. THE COMMON SHARES MAY NOT BE
OFFERED  FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE  AVAILABILITY  OF WHICH IS TO BE
ESTABLISHED  TO  THE  SATISFACTION  OF  THE  COMPANY.

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE,  THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS  MEMORANDUM.  ANY  REPRESENTATION  TO  THE  CONTRARY IS A CRIMINAL OFFENSE.

THESE  SECURITIES  INVOLVE SUBSTANTIAL RISKS AND IMMEDIATE SUBSTANTIAL DILUTION,
AND  SHOULD BE CONSIDERED ONLY BY THOSE PERSONS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE  INVESTMENT.

The  date  of  this  Memorandum  is  September  15,  2005.

(1)The  offering  is  being  sold  by  Company.

(2) Before  deducting  expenses of the offering for the Company's legal, filing,
accounting fees, printing costs, and other related offering costs payable by the
Company,  estimated  at  $2,000.

(3)The  offering is being conducted on a "best efforts" basis, with a maximum of
7,500,000 Common Shares for a gross subscription price of $750,000 available for
sale.

The Common Shares are offered by the Company subject to prior sale, when, as and
if delivered to a Subscriber, accepted by it, and subject to approval of certain
legal  matters by counsel. The Company reserves the right to withdraw, cancel or
modify  such  offer and to reject any order in whole or in part. Delivery of the
Common  Shares  will  be  made to investors promptly upon release from escrow of
Subscriber  funds.  This  offering  is  valid  for 15 days from the date of this
Memorandum  (unless  extended for up to an additional 15 days, in the discretion
of  the  Company),  unless  terminated  earlier  by  the Company. (See "TERMS OF
OFFERING  AND  PLAN  OF  DISTRIBUTION").

THE SHARES ARE CURRENTLY TRADED ON THE OTC BULLETIN BOARD UNDER THE SYMBOL NMEN.
IN  VIEW  OF THE SIGNIFICANT RISK FACTORS AND RESTRICTIONS OF TRANSFER DISCLOSED
HEREIN,  THE  ACQUISITION OF THE SHARES OFFERED HEREBY SHOULD BE CONSIDERED ONLY
BY  PERSONS  WHO  CAN  BEAR  THE  ECONOMIC  RISK  OF  THEIR  INVESTMENT.

THESE  SECURITIES  ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY  NOT  BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE LAW, THE
COMPANY'S  ARTICLES  OF  INCORPORATION  AND  THE  SUBSCRIPTION  AGREEMENT.

THIS  MEMORANDUM  DOES  NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER  TO  BUY  FROM  ANY  PERSON  IN  ANY  JURISDICTION IN WHICH SUCH OFFEROR'S
SOLICITATION  WOULD  BE  UNLAWFUL,  OR  IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION  IS  NOT  QUALIFIED TO DO SO, OR TO A PERSON TO WHOM IT UNLAWFUL TO
MAKE  SUCH  OFFER  OR  SOLICITATION.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF INVESTORS INTERESTED
IN  THE  PROPOSED  OFFERING OF THE SHARES AND CONSTITUTES AN OFFER TO AN OFFEREE
ONLY  IF  THIS  MEMORANDUM  IS  DELIVERED  TO  THE  OFFEREE  BY THE COMPANY. ANY
REPRODUCTION  OR DISTRIBUTION OF THIS MEMORANDUM (INCLUDING EXHIBITS HERETO), OR
RETRANSMITTAL  OF  ITS  CONTENTS,  IN  WHOLE  OR  IN  PART, OTHER THAN TO LEGAL,
BUSINESS  AND  TAX  ADVISORS  (WHO,  IN  TURN, MAY USE THE INFORMATION CONTAINED
HEREIN  SOLELY  FOR  PURPOSES  RELATED  TO SUCH OFFEREE'S INVESTMENT OR PROPOSED
INVESTMENT IN THE COMPANY), WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS
PROHIBITED.

THIS OFFERING IS BEING MADE IN THE UNITED STATES OR OFFSHORE IN RELIANCE UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE U.S. SECURITIES ACT AND THE REGULATIONS
THEREUNDER  FOR  AN  OFFER  AND  SALE OF SECURITIES THAT DO NOT INVOLVE A PUBLIC
OFFERING.  THE  SECURITIES  OFFERED  HEREBY  MAY  NOT  BE  TRANSFERRED,  SOLD OR
OTHERWISE  DISPOSED  OF,  EXCEPT  AS PERMITTED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE  STATE  SECURITIES  LAWS  PURSUANT  TO  REGISTRATION  OR  EXEMPTION
THEREFROM.

OFFERS  AND  SALES  WILL BE MADE TO PERSONS IN THE UNITED STATES OR OFFSHORE WHO
ARE  "ACCREDITED INVESTORS" WITHIN THE MEANING OF THE REGULATIONS UNDER THE U.S.
SECURITIES  ACT AND WHO ARE SOPHISTICATED IN BUSINESS AND FINANCIAL MATTERS, WHO
HAVE  THE  KNOWLEDGE  AND  EXPERIENCE  TO EVALUATE THE MERITS AND RISKS OF THEIR
INVESTMENT,  WHO  HAVE  SUBSTANTIAL  INCOME, WHO HAVE NO NEED FOR LIQUIDITY WITH
RESPECT  TO  THEIR INVESTMENT AND WHO CAN BEAR THE ILLIQUIDITY OF THE SECURITIES
OFFERED  HEREBY.

OFFERS AND SALES WILL ALSO BE MADE TO PERSONS OUTSIDE THE UNITED STATES WHO HAVE
THE  KNOWLEDGE  AND  EXPERIENCE  TO  EVALUATE  THE  MERITS  AND  RISKS  OF THEIR
INVESTMENT, WHO HAVE SUBSTANTIAL INCOME, AND WHO HAVE NO NEED FOR LIQUIDITY WITH
RESPECT  TO  THEIR INVESTMENT AND WHO CAN BEAR THE ILLIQUIDITY OF THE SECURITIES
OFFERED  HEREBY. SEE "RISK FACTORS" SECTION BELOW. PROSPECTIVE INVESTORS OUTSIDE
THE  UNITED  STATES WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT U.S. PERSONS
AND  ARE  NOT  ACQUIRING THE SHARES FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.

THIS  OFFERING IS OFFERED SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY
THE COMPANY WITHOUT NOTICE. THE COMPANY SERVES THE RIGHT, IN ITS SOLE DISCRETION
TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR TO ALLOT TO ANY
SUBSCRIBER  LESS  THAN  THE  NUMBER  OF  SHARES  SUBSCRIBED  FOR.

THIS  MEMORANDUM  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE  EXHIBITS HERETO.


NO  PERSON  OTHER  THAN  AS PROVIDED FOR HEREIN, HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR  TO  MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
MEMORANDUM IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH  INFORMATION  OR  REPRESENTATIONS  MUST  NOT  BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY  THE  COMPANY.

THIS  OFFERING  IS  MADE,  AND  SALES  OF SHARES WILL BE MADE UNDER REGULATION D
PROMULGATED  UNDER  THE  ACT.

THIS  MEMORANDUM  INCLUDES  CERTAIN  STATEMENTS,  ESTIMATES AND FORECASTS OF THE
COMPANY  WITH  RESPECT  TO THE ANTICIPATED FUTURE PERFORMANCE OF THE COMPANY AND
WITH  RESPECT  TO THE MARKETS OR PROSPECTIVE MARKETS FOR THE COMPANY'S PRODUCTS.
SUCH STATEMENTS RELY ON ASSUMPTIONS WHICH ASSUMPTIONS MAY OR MAY NOT PROVE TO BE
CORRECT.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY THE COMPANY
TO  BE  RELIABLE. NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF SUCH INFORMATION
OR  THAT  CIRCUMSTANCES  HAVE  NOT  CHANGED  SINCE THE DATE SUCH INFORMATION WAS
SUPPLIED.  THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF DOCUMENTS
RELATING TO THE PURCHASE OF SHARES. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE
AND  ARE  QUALIFIED  IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL
DOCUMENTS,  WHICH  ARE  AVAILABLE  UPON  REQUEST.

IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE THE SHARES TO SATISFY
HIMSELF  AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE
THE  UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY
REQUIRED  GOVERNMENTAL  OR  OTHER  CONSENTS  OR  OBSERVING  ANY OTHER APPLICABLE
FORMALITIES.

JURISDICTIONAL  NOTICES

FOR  CALIFORNIA  RESIDENTS

IT IS UNLAWFUL TO CONSUMMATE A SALE OF THE COMMON SHARES OR ANY INTEREST THEREIN
OR  TO  RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED
IN  THE  COMMISSIONER'S  RULES.

FOR  CONNECTICUT  RESIDENTS

THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  SECTION  36-485  OF  THE
CONNECTICUT  UNIFORM  SECURITIES ACT AND, THEREFORE, CANNOT BE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR THE SECURITIES ACT OF THE
STATE,  IF  SUCH  REGISTRATION  IS  REQUIRED,  OR  UNLESS AN EXEMPTION FROM SUCH
REGISTRATION  IS  AVAILABLE.

FOR  FLORIDA  RESIDENTS

THESE  SECURITIES  HAVE  NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT IN
RELIANCE  UPON EXEMPTION PROVISIONS CONTAINED THEREIN. ANY SALE MADE PURSUANT TO
SUCH  EXEMPTION  PROVISIONS  IS  VOIDABLE BY THE PURCHASER WITHIN THREE (3) DAYS
AFTER  THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER,
AN  AGENT  OF  THE ISSUER OR AN ESCROW AGENT. A WITHDRAWAL WITHIN SUCH THREE (3)
DAY  PERIOD  WILL  BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH
THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY
AT THE ADDRESS SET FORTH IN THIS INVESTMENT SUMMARY, INDICATING HIS INTENTION TO
WITHDRAW.

SUCH  LETTER  OR  TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED  THIRD  BUSINESS  DAY.  IT  IS  ADVISABLE  TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO  EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR
BY  TELEPHONE,  TO  AN  OFFICER  OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE
REQUEST  HAS  BEEN  RECEIVED  SHOULD  BE  REQUESTED.

FOR  NEW  YORK  RESIDENTS

THIS  CONFIDENTIAL  PRIVATE  PLACEMENT  MEMORANDUM  HAS NOT BEEN REVIEWED BY THE
ATTORNEY  GENERAL  OF  THE  STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY  GENERAL  OF  THE  STATE  OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS  OF  THIS  OFFERING.

FOR  NEW  JERSEY  RESIDENTS

THE  SECURITIES  OFFERED  HEREIN  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE
BUREAU  OF SECURITIES OF THE STATE OF NEW JERSEY NOR HAS THE BUREAU PASSED ON OR
ENDORSED  THE  MERITS  OF  THIS OFFERING. THE FILING OF THIS MEMORANDUM DOES NOT
CONSTITUTE  APPROVAL  OF  THE ISSUE OR SALE THEREOF BY THE BUREAU OF SECURITIES.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FOR  PENNSYLVANIA  RESIDENTS

IF  YOU  HAVE  ACCEPTED  AN  OFFER TO PURCHASE THE SECURITIES MADE PURSUANT TO A
MEMORANDUM  WHICH  CONTAINS  A  NOTICE  EXPLAINING  YOUR  RIGHT TO WITHDRAW YOUR
ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972
(70P.S  Section 1-297(m)), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE
FIRST  TIME  YOU  HAVE  RECEIVED A NOTICE AND A MEMORANDUM TO WITHDRAW FROM YOUR
PURCHASE  AGREEMENT  AND  RECEIVE  A FULL REFUND OF ALL MONIES PAID BY YOU. YOUR
WITHDRAWAL  WILL  BE  WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH
THIS  WITHDRAWAL,  YOU  NEED  ONLY  SEND  A  LETTER  OR  TELEGRAM TO THE COMPANY
INDICATING  YOUR  INTENTION  TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT
AND  POSTMARKED  PRIOR  TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF
YOU  ARE  SENDING  A  LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN
RECEIPT  REQUESTED,  TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME
WHEN  IT  WAS  MAILED.  SHOULD  YOU  MAKE THE REQUEST ORALLY, YOU SHOULD ASK FOR
WRITTEN  CONFIRMATION  THAT  YOUR  REQUEST  HAS  BEEN  RECEIVED.











FOR  RESIDENTS  OF  ALL  STATES

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED,  OR  THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED  AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF  SAID  ACT  AND  SUCH  LAWS.  THE  SECURITIES  ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND  MAY  NOT  BE  TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED  UNDER  SAID  ACT  AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE  AWARE  THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL  RISKS  OF  THIS  INVESTMENT  FOR  AN  INDEFINITE  PERIOD OF TIME. THE
SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION,  ANY  STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
NOR  HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION
TO  THE  CONTRARY  IS  UNLAWFUL.


PRIVATE  PLACEMENT  SUMMARY

The  following  summary  is  qualified  in  its  entirety  by  the more detailed
information  and  the  financial  statements appearing elsewhere in this Private
Placement  Memorandum.  Each  prospective investor is urged to read this Private
Placement  Memorandum  in  its  entirety
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.  As  a  result  of steadily declining market conditions
severely  impacting  the  markets for our CodeTrek proprietary 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.

DESCRIPTION  OF  OUR  BUSINESS

NME  was  founded  in August 1999 and has been trading on the OTC Bulletin Board
under  the  symbol  NMEN.OB.  In  January  2004,  NME  acquired  all  of the VMD
intellectual  property  assets.

NME  has  now moved its headquarters and centre of operations to the UK, where a
strong  management  team  has  been  assembled.  R&D  activities  will remain in
Ukraine,  Israel,  Germany,  UK,  China,  India,  USA  and  Russia.

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

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

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

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

 MARKET  OPPORTUNITY

Global  DVD  Market

Competing  technologies coming to market are blue laser based and although offer
higher  data  densities,  currently  provide  less storage capacity than VMD and
require  the  consumer  to buy new content and replace their DVD drive or player
with  expensive  and  proprietary  new  equipment.  These  systems by their very
nature,  also  offer  NO  backwards  compatibility  with  existing  DVD.

In  many  regions  of the world, the DVD type optical disc technologies have, or
are  gradually  becoming  the  dominant  consumer  storage and transport medium,
primarily  due  to their low cost of production, ready distribution and relative
longevity  and  reliability.

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

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

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

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

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

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

DVD  Players

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

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

OUR  COMPETITION:

Blue  Laser  Based  Technology

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

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

  Neither  technology  is  reverse  compatible  with  red laser DVD and both new
formats  require  consumers  to  replace  all  their existing players and discs.

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

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

USA  &  Europe

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

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

China

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

FORWARD  LOOKING  STATEMENT


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:


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

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

-.  our competitors' ability to successfully develop new technologies to satisfy
demand  for  data  storage;
-
..  difficulties  in  achieving sales, gross margin and operating expense targets
based  on  competitive  market  factors;
-
..  difficulties  in  competing successfully in the markets for new products with
established  and  emerging  competitors;

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


-
..  difficulties  in  forming  and  maintaining  successful  joint  venture
relationships;

..  difficulties  in  obtaining,  maintaining  and  using  intellectual  property
protections;
-
..  changes  in  data  storage  technological  protocols  and  standards;

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

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

-.  limited  operation  and  management  history;

-.  dependence  on  key  personnel;

-other  factors  discussed  in  this  8-K  Report

INTELLECTUAL  PROPERTY  PROTECTION:

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

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

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

GENERAL  RISKS:

With  the  acquisitions of the VMD business and intellectual property assets, We
are  subject  to  certain  risks  and  uncertainties.  In considering whether to
acquire  our  common  stock,  you  should  carefully  consider  the risk factors
described  below.  You  should consider these risk factors, together with all of
the  other information in this 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.






TECHNOLOGY  RISKS

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

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

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


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

We  have not yet generated any revenues from the sale of products. 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.


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




NEED  FOR  ADDITIONAL  CAPITAL:

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

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

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

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

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

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

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

We  believe  that  we have researched a substantial amount of technology for our
products  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.

BUSINESS  RISK:

DEPENDENCE  ON  KEY  PERSONNEL

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

In  order  to  succeed,  we depend upon our ability to attract and retain highly
qualified  technical and management personnel, including experts in the field of
optical  storage  technology  and  the  sciences  underlying such technology. We
cannot  assure  you  that  we  will  be able to attract and retain the qualified
personnel  we  need  for  the  business.  We have entered into an Agreement with
V-Tech,  LaDIS  and Silicone Valley Plc. for the research and development of the
prototypes  and Commercializing the Products. Should any of the required crucial
scientists  leave  V-Tech,  LaDIS  or  Silicone  Valley  Plc.  our  research and
development efforts and capabilities might be adversely impacted. A departure of
required  scientist  could delay our ability to successfully market or bring our
products  to  market.  Qualified scientists and other technical personnel are in
high  demand  and are often subject to competing offers. We face competition for
such  personnel  from  other  companies,  research  and  academic  institutions,
government  entities  and other organizations. We do not currently maintain "key
man" insurance for any personnel. We have attempted to retain our key personnel,
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 VMD technology. In the
future, it is possible that we, the joint ventures and licensees will have sales
to  one  or  a  small number of customers which equal ten percent or more of our
consolidated  revenues.  This  would subject us to depending on that supplier or
joint  venture partner, which could have an adverse effect on our company and on
the  price  of  our  shares.

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

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.

INDUSTRY  RISKS:

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

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

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

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

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


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.


DIRECTORS  AND  EXECUTIVE  OFFICERS

 Name,  Position

Rupert  Stow,  Chairman  &  Director
Mahesh  Jayanarayan,  President,  Chief  Executive  Officer  &  Director
Rahul  Diddi,  Director
Irene  Kuan,  Director
Barry  Williamson,  Director
Eugene  Levich,  Chief  Technical  Officer  &  Director
Alexander  Bolker-Hagerty,  Chief  Operations  Officer
INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

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


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


RAHUL  DIDDI,  DIRECTOR:  On  June  14,  2005  Mr.  Rahul Diddi was appointed as
Director  of  New  Medium  Enterprises,  Inc  and Chief Financial Officer of the
company  on  8th  August  2004  Mr.  Diddi has been self employed as a Financial
Advisor on Russian, Ukrainian, Kazakh and Indian capital markets since 1990. His
specialty  sectors  include  beer, tires, metals, energos (utilities) and second
tier  oil  and telecom stocks as well as high yield local currency sovereign and
corporate  debt  of  emerging market countries such as Ukraine, Russia, Romania,
Bulgaria  and  Serbia.  Rahul  maintains  active  relationships  with  several
Russia-oriented Institutional funds and strategic investors in these sectors and
has  worked  in  New  York  with  Russian  Investment  Banks  such  as  Sovlink,
CentreInvest,  and  US NASD brokerage house H. Rivkin & Company (1998-2004). Mr.
Diddi  worked  as a consultant on a US AID funded project (1994-95) advising the
Republic  of  Moldova  in  the  mass privatization of large enterprises. He also
worked  on  several  projects funded by The World Bank (Restructuring of a large
Electric  lamp  manufacturer  in  Moldova;  1996) and The Asian Development Bank
(Development  of  the  wool  industry  in  Kazakhstan;  1997). Rahul served as a
financial advisor to joint ventures established in the Former Soviet Union (such
as  GPX Construction Group of Pennsylvania). He worked as a financial advisor at
the  Austrian  Bank Creditanstalt Bankverein in New York (1990-1992) and advised
clients  such  as  Sheraton  ITT,  Transammonia  Corp.  and  others on hotel and
infrastructure (port) financings in Russia and Ukraine. Mr. Diddi was a graduate
fellow  at  Western  Michigan  University  (1984-85),  where he earned a Masters
degree  in Business Administration (MBA) in Finance (1985). He holds a M.S. with
distinction  (Mechanical  Engineering) from The Russian Friendship University in
Moscow,  Russia (1983). Prior to that he attended Punjab University in India and
was  awarded  a gold medal in mathematics. Rahul is fluent in Russian and served
as  the simultaneous interpreter for President Gorbachev at the Reagan-Gorbachev
Summit  in  Washington  DC  (1987;  C-SPAN  TV).

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

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


EUGENE LEVICH, DIRECTOR & CTO: On July 1, 2005, the Board of Directors appointed
Professor  Eugene  Levich  as  Chief  Technology Officer,(CTO) and on 5th August
2005, Eugene Levich, CTO has become a director of NME. From 2002-2005 Dr. Levich
has  been  an  independent  Consultant  to  several  companies  developing  new
generation  of  optical  storage based on multilayer concept. In 1999- 2002, Dr.
Levich  was  President  and Chairman of the Board of Directors of Constellation,
Inc.  Constellation 3D, a NASDAQ company, developed new generation technology of
optical  storage for application in consumer electronics (High Definition TV and
Digital  Cinema)  and  professional  storage  markets.  (From  2002  onward, the
development  of  fluorescent  based  storage  has  been  carried out by US based
company  D  Data  Inc.)

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


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

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

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.

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

Services  Period  Compensation


From:     To:     Fair  Market  Value     Price     Shares
8-99     10-01       $150,000     .03375     4,444,444
10-01     10-02         50,000     .025     2,000,000
10-02     12-03         62,000     .0559     1,112,000
1-04     5-09         67,500     .045     1,500,000



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, the previous 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, previous 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, previous 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

We  did  not  grant  any  stock  options  for  2002,  and  2003,  and  2004.

UNREGISTERED  SALES  OF  EQUITY  SECURITIES

On  June 14, 2005 the company received $400,000.38 investment from an accredited
Investor.  The  company  is issuing 5,804,594 common shares to the investor at a
price  of  $0.0689  cents  per  share.  The  shares  to be issued are restricted
Securities  as  the  term is defined in rule 144 of securities act. The investor
will  have the right to exercise 2,000,000 common shares at an exercise price of
$0.10  cents  per  share,  exercisable  within  180  days  from  June  9,  2005

On  September  1,  the  following  shares  have  been  allocated:
1. 1,000,000 (one million) shares have been allocated to directors of the board.
To  date  the  following  has  been  allocated  to:
a.  Mr.  Rupert  Stow  has  been  allocated  250,000  shares
b.  Mr.  Rahul  Diddi  has  been  allocated  250,000  shares
2. Mr. Mahesh Jayanarayan has been allocated 4,000,000 (four million) shares for
becoming  CEO,  of  which  1,000,000  (one  million)  to  be issued immediately,
1,000,000  (one  million) upon the completion of the Eros and E-World agreements
and  in raising a minimum of $3,000,000 in the next 180 days, and 2,000,000 (two
million)  over  3  (three)  years,  of  which:

a   667,000  shares  after  12  months
b   667,000  shares  after  24  months
c.  666,000  shares  after  36  months.

3.  Dr.  Eugene  Levich  has  been allocated 4,000,000 (four million) shares for
becoming  CTO  of New Medium Enterprises, of which 2,000,000 (two million) to be
issued  immediately  and 2,000,000 (two million) over 3 (three) years, of which:
a.  667,000  shares  after  12  months
b   667,000  shares  after  24  months
d.  666,000  shares  after  36  months

4.  Mr.  Andrew  Danenza has been allocated 2,000,000 (one million) shares to be
issued  immediately  for becoming Financial Consultant and Advisor to the Board.
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

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, the previous CEO.
Additionally  Hyman  Schwartz (a former director) owns 300,000 common shares. In
addition Ethel Schwartz owns 3,125,000 warrants underlying the 2001 stock option
plan,  and  Hyman  owns 625,000 of the warrants underlying the 2001 stock option
plan.  Hyman  is  Ethel's  spouse.

(3) (4) Ann Kallgren 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.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

As  of September 30, 2004 we have completed the initial first-generation product
prototype  of  prerecorded  120  mm  Red Laser 20GB VMD (Multilayer Video Disc),
providing  180  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format.  We  anticipate that in 2005 we will achieve six layers yielding 30GB of
storage  capacity  with  bit  rates  up  60 Mbs maximal, capable of playing High
Definition  content  for both HDTV and Digital Cinema on a single VMD Player. We
are  currently conducting a series of road shows across the globe to demonstrate
the  VMD  products  to  select  groups  at  various  times  and  locations to be
announced.  During  the  quarter  ending  12-31-2004,  the company completed the
development  of  the  VMD  product  from  its  prototype  stage.

The  company's  plans  for  2005-2007  include building cost-effective red laser
VMD-ROM and VMD-R (recordable) systems with up to 50GB storage capacity for HDTV
and  Digital Cinema. At the same time the company plans to begin developing Blue
Laser  VMD  with  200GB  capacity  on  each disc for high-end Digital Cinema and
Video-On-Demand  (VOD)  applications.


LIQUIDITY  &  CAPITAL  RESOURCES:

We  intend to meet our long-term liquidity needs through available cash and cash
flow as well as through additional financing from outside sources. We anticipate
raising  additional  funds from the possible exercise of outstanding warrants or
equity  financing  with private investors. As of December 31, 2004 no agreements
have  been  undertaken  to  obtain  any funding. The warrants are exercisable at
price  ranges  from $.25 per share to $1.50 per share. During the quarter ending
December  31,  2004,  Warrant  exercise  proceeds  amounted  to  $97,500.


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. In July 2004, the company
issued  an  additional  5,000,000 shares to an accredited investor. These shares
will  be  eligible  for  resale  pursuant  to  Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  demand  registration.


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


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



Since  the  acquisitions,  and  as  of  September  20,  2005  the directors are:
Irene  Kuan
Barry  Williamson
Eugene  Levich
Mahesh  Jayanarayan
Rahul  Diddi
Rupert  Stow

EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:

On  July  15,  2004,  the  Company  announced  successful  completion  of  its
first-generation  product  prototype  of  prerecorded  15GB VMD (Versatile Multi
Layer  Disco),  providing  150  minutes  of  High-Definition  (1920x1080p) Video
Content  in  MPEG-2  format.

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

On  August  4,  2004,  the  Company named Irene Kuan as Treasurer, and Chairman.

On  August 6, 2004 the Company entered into a Consulting Agreement with Business
Plans  Ltd.  for  consulting services pertaining to strategic planning, business
management,  marketing,  strategic alliances, and industry contacts. The company
paid  a fee of $75,000 and issued 875,000 common shares which shares are subject
to  demand  registration.

NON-CUMULATIVE  VOTING

The  holders  of  shares  of Common Stock of New Medium Enterprises, Inc. do not
have  cumulative voting rights, which means that the holders of more than 50% of
such  outstanding shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event the holders of the
remaining shares will not be able to elect any of New Medium Enterprises, Inc.'s
directors.

DIVIDENDS

The  payment by New Medium Enterprises, Inc. of dividends, if any, in the future
rests  within  the  discretion  of its Board of Directors and will depend, among
other  things,  upon  New  Medium  Enterprises,  Inc.'s  earnings,  its  capital
requirements and its financial condition, as well as other relevant factors. New
Medium  Enterprises,  Inc.  has  not  paid or declared any dividends. Due to New
Medium  Enterprises, Inc.'s present financial status and due to its contemplated
financial  requirements,  New  Medium  Enterprises, Inc. does not contemplate or
anticipate  paying  any dividends on its common stock in the foreseeable future.

TRANSFER  AGENT

New  Medium  Enterprise  transfer  agent is Old Monmouth Transfer Stock Transfer
Company,  230  Memorial  Parkway, Atlantic Highlands NJ 07716 Tel: 732-872-2727.

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

We  are located at 195 The Vale, London W3 7QS, England. Our telephone number is
020  8746  2018.  Our  Fax  Number  is  020  8749  8025.  Email  Address:
Shareholders@nmeinc.com.  Company  Home  Page  is www.nmeinc.com We file all our
reports  on  the Edgar Database of the SEC. You can access all of our filings on
www.sec.govEnter  New  Medium  Enterprises,  Inc.  All  of  our  filings  from
inception  are  posted  on  the  SEC  website.

TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION

TERMS  OF  OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 7,500,000 Common Shares on a "best efforts" basis. The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The share offering price is
$0.10  Per  Share.

In  the  event  that  the Shares are not sold within 15 days of the date of this
Memorandum, the Offering may be extended for up to an additional 15 days, at the
discretion  of  New  Medium  Enterprises,  Inc.


SUBSCRIPTION  DOCUMENTS  &  WIRE  TRANFER  OF  FUNDS

A  completed  and  signed subscription agreement must be faxed to the Company at
the  fax  number  below

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8746  2018
Fax:  020  8749  8025

The  subscription  document, when approved, will be returned to Subscriber's fax
number.  Hard  copies  to  follow  by  both  the  Subscriber  and  the  Company.

Proceeds  from  the  sale of shares shall be transmitted by wire transfer to the
Company  at  the  banking  coordinates  below:

HSBC  Bank  Plc,

The  Shares  are  offered by New Medium Enterprises, Inc. subject to prior sale,
when,  as  and  if  delivered  to and accepted by it, and subject to approval of
certain  legal  matters  by  counsel.  New Medium Enterprises, Inc. reserves the
right  to withdraw, cancel or modify such offer and to reject any offer in whole
or  in  part.  Delivery  of  the  Shares  will be made to investor promptly upon
receipt  of  signed  subscription  document  and  wire  transfer  of  funds.

In  order to subscribe to purchase the shares, a Subscription Agreement (Exhibit
1)  must  be  completed and the investor must deliver the Subscription Agreement
with a wire transfer of funds. Subscriptions may be rejected in whole or in part
by  New Medium Enterprises, Inc. Any subscriptions rejected shall be returned to
the  subscriber.  Any  funds received for subscriptions rejected by the Company,
will  be  promptly  returned  to  the  subscriber.

     INVESTOR  SUITABILITY  STANDARDS

Investment  in  the Shares involves a high degree of risk. (See "RISK FACTORS").
Accordingly,  investment  in the Shares is suitable only for persons of adequate
financial  means who have no need for liquidity with respect to their investment
and  have  sufficient net worth to sustain a complete loss with respect to their
investment.

Shares  will  be  sold  only  to  qualified  either meet any applicable investor
suitability standards imposed by the laws of their state of residence and/or are
accredited investors as defined in Rule 501 of Regulation D under the Securities
Act.  Some  states  may  require that the amount of an investor's investment not
exceed  10%  of  the  investor's net worth. In addition, each such investor must
have  such  knowledge and experience in financial and business matters that such
investor  is capable of evaluating the merits and risks of the investment in New
Medium  Enterprises, Inc., or is relying upon a qualified offeree representative
in  making  the  investment  decision.

Under  some  state  securities laws, suitability standards may be different from
the  foregoing.  To  assure  compliance  with  these  standards,  New  Medium
Enterprises, Inc. may require such written representations from each investor as
New  Medium  Enterprises,  Inc.  deems necessary or appropriate, including those
contained  in  the  Subscription  Agreement.  New  Medium Enterprises, Inc. will
further  require  that  each  investor  agree  to  indemnify and hold New Medium
Enterprises, Inc. harmless from any liability which may arise against New Medium
Enterprises, Inc. from or out of any misrepresentation by any investor. Any such
representations will be reviewed to determine the suitability of the prospective
investor,  and  New  Medium  Enterprises,  Inc.  has  the  right  to  refuse  a
subscription  of  Common  Shares  if,  in  its  sole  discretion,  New  Medium
Enterprises,  Inc.  believes  that  the  prospective  investor does not meet the
applicable  suitability  requirements  or  the  Common  Shares  are otherwise an
unsuitable  investment for the prospective investor. If any prospective investor
is  not  accepted  by  New  Medium Enterprises, Inc., any funds tendered by such
investor  will  be  returned  without  interest  thereon.  As  noted  above,
transferability  of  the Common Shares will be restricted. Once purchased by the
investor,  no  transfer  of the Common Shares will be affected unless New Medium
Enterprises,  Inc.  receives  an  opinion  of counsel satisfactory to New Medium
Enterprises,  Inc.,  to  the effect that such proposed transfer does not violate
any  state  or  federal  securities laws. In addition, under the laws of certain
states,  an  investor  may  transfer  Shares  only  to  persons who meet similar
standards,  and New Medium Enterprises, Inc. may require certain assurances that
such  standards  are  met.  Investors  should carefully read the requirements in
connection with restrictions relating to the transferability of shares set forth
in  the  Subscription  Agreement  and  elsewhere  in  this  Private  Placement
Memorandum.

Each  prospective investor should obtain the advice of such investor's attorney,
tax  consultant and business advisor with respect to the legal, tax and business
aspects  of  this  investment  prior  to  subscribing  for  Common  Shares.


     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

The  Articles  of  Incorporation  of  New  Medium  Enterprises,  Inc.  provide
indemnification  of  directors  and  officers  and other corporate agents to the
fullest  extent  permitted  pursuant  to  the  laws  of  Nevada. The Articles of
Incorporation  also  limit  the  personal  liability  of New Medium Enterprises,
Inc.'s directors to the fullest extent permitted by the Nevada Revised Statutes.
The  Nevada Revised Statutes contain provisions entitling directors and officers
of  New  Medium  Enterprises,  Inc.  to  indemnification  from judgments, fines,
amounts  paid  in settlement and reasonable expenses, including attorney's fees,
as the result of an action or proceeding in which they may be involved by reason
of  being  or having been a director or officer of New Medium Enterprises, Inc.,
provided  said  officers  or  directors  acted  in  good  faith.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be permitted to directors, officers or persons controlling New Medium
Enterprises, Inc. pursuant to the foregoing provisions, or otherwise, New Medium
Enterprises,  Inc.  has  been informed that in the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is  therefore  unenforceable.  In  the event that a claim for
indemnification  against  such liabilities (other than the payment by New Medium
Enterprises,  Inc.  of  expenses  incurred  or  paid  by  a director, officer or
controlling  person of New Medium Enterprises, Inc. in the successful defense of
any  action,  suit  or  proceeding)  is  asserted  by  such director, officer or
controlling  person  in  connection  with  the  securities being registered, New
Medium  Enterprises,  Inc. will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
EXHIBITS

Exhibit  1,  Subscription  Agreement
Exhibit  3  Annual  Audited  Report  for  Fiscal  Year  Ending  June  30,  2004.
Exhibit  3  Quarterly  Report  for  Period  Ending  12-31-2004












Schedule  1

The  Company  agreed  to  the  following:-

1)   Draw  down  the  subscription  of  $750,000  at $0.10 per share as follows:
-         initial  draw  down  of  $300,000
-         balance  of  $450,000  to  be  draw  down  at  $150,000  per  month

2)  Investor  has  right  to:
-   Withdraw  from  this  agreement  at any time after the initial investment of
$300,000.
-   Notice  period for such withdrawal to be 14 days prior to the draw down date
-   Request  a  monthly  update  of  the  progress  of  the  company.

3)  Should  NME  receive  a  substantial  funding  or  a  Nasdaq  listing  or be
acquired  by
another  company,  NME has the right to delay the acceptance of funding from the
investor.

4) Despite any withdrawal, the investor retains the right to exercise his rights
to  acquire  the balance of the shares subscribed for, and not yet paid for, for
the  agreed  price  ($0.10)  under  the terms of the subscription agreement. The
investor  must in such case give notice of his intentions to exercise his rights
to  acquire  shares  within  six  months  of  this  agreement.








              NEW  MEDIUM  ENTERPRISES,  INC.  (A  Nevada  Corporation)





                    Confidential  Private  Placement  Memorandum





                             SUBSCRIPTION  DOCUMENTS


                               September  20,  2005




In  the  event  you decide not to participate in this Offering please return the
Confidential  Placement  Memorandum  and  the  Subscription  Documents  to  the
principal  office  of  the  Company  as  set  forth  below.


New  Medium  Enterprises,  Inc.

195  The  Vale
London  W3  7QS
Tel:  020  8749  9955
Fax:  020  8749  8025

SUBSCRIPTION  DOCUMENTS


Page

INSTRUCTIONS  FOR  SUBSCRIBING              2
SUBSCRIPTION  AGREEMENT                       5
PROSPECTIVE  PURCHASER  QUESTIONNAIRE     22

INSTRUCTIONS  FOR  SUBSCRIBING


NO  PERSON  WILL  BE ACCEPTED AS A PURCHASER PRIOR TO A CLOSING OF THE OFFERING.
THE  COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART,
OR  TO  ALLOT  ANY  PROSPECTIVE  PURCHASER FEWER THAN THE NUMBER OF COMMON SHARS
SUBSCRIBED FOR BY SUCH PROSPECTIVE PURCHASER. ANY REPRESENTATION TO THE CONTRARY
IS  UNAUTHORIZED  AND  MAY  NOT  BE  RELIED  UPON.

Please  read the Subscription Agreement carefully. In order to subscribe for the
Common  Shares  you  must:

1.  Initial  the  appropriate  box(es)  in  the Subscription Agreement under the
Sections  "For  Accredited Investors" or "For Qualified Institutional Buyers" on
pages  10  through  15.


2.  Initial  the appropriate boxes in the Subscription Agreement on pages 17- 19
and  20  and  complete  item  19(b)(2)  (if  applicable)  and  item  19(c).

3.  Sign  and  complete the appropriate signature page. If you are a resident of
Pennsylvania,  you  must  also  append  your  signature  in  the  place provided
immediately  below  paragraph 15(b) on page 16 of the Subscription Agreement ete
pages  22-30  of  the  PROSPECTIVE  PURCHASER  QUESTIONNAIRE,  and  sign  on
pages  26,  27,  28  and  29  of  the  Questionnaire,  as  applicable.

6.     Return  the  above  materials  along  with  payment  for  the
amount  of  your  Subscription  to  the  Company  at  the  address:
followi         New  Medium  Enterprises,  Inc.
                195  The  Vale  London  W3  7QS
                Tel:  020  8749  9955
                Fax:020  8749  8025


     Wire  transfers  should  be  coordinated  in  advance  of  transmission.

A  completed  and  signed subscription agreement must be faxed to the Company at
the  fax  number  below:

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8749  9955
Fax:  020  8749  8025

The  subscription  document, when approved, will be returned to Subscriber's fax
number.  Hard  copies  to  follow  by  both  the  Subscriber  and  the  Company.
Proceeds  from  the  sale of shares shall be transmitted by wire transfer to the
Company  at  the  banking  coordinates  below:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.  (details  as  per  page 5, item

7.  Each  prospective  purchaser  may  be  required  to  provide  such
additional
information  as the Company shall reasonably request. In this connection, please
note


(a)     A  partnership  may be required to provide a copy, among other items, of
its
Partnership Agreement, as amended, as well as all other documents that authorize
the  partnership  to  invest  in  the  Common  Shares.

(b)A  corporation  may  be required to provide a copy, among other items, of its
 Articles  of  Incorporation  and  amended,  in  effect  as  well  as  all other
documents
that  authorize  the  corporation  to  invest  in  the  Common  Shares.

(c)     A  trust  may  be  required to provide a copy, among other items, of its
 Declaration  of  Trust  or other governing instrument,amended, as well as other
 documents  that  authorize  the  trust  to  invest  in  the  Common  Shares.


SUBSCRIPTION  AGREEMENT


NOTE:     ONE  COMPLETED  AND  EXECUTED  COPY  OF  THIS  SUBSCRIPTION  AGREEMENT
ACCOMPANIED
BY  PAYMENT FOR THE AMOUNT OF YOUR SUBSCRIPTION, MUST BE RETURNED TO: NEW MEDIUM
ENTERPRISES,  INC.  195  The  Vale,  London  W3  7QS  FAX  :  020  8749  8025.

     Name  of  Subscriber:  _Aria  Life  Interest  Trust___________
U.S.  Social  Security  No.:_______________________________
Address:  ___Geneva______________________________________
________________________________________________________
Telephone:  ____________________  Fax:  ___________________
     Number  of  A  Common  Shares  Subscribed:__
     Number  of  B  Common  Shares  Subscribed:___________________


     SUBSCRIPTION  AGREEMENT

Gentlemen:

1  Subscription.  The  undersigned,  intending  to  be  legally  bound,  hereby
irrevocably  agrees  to  purchase  from  New  Medium  Enterprises,  Inc.  (the
"Company"),  a  Nevada  corporation, the number of Common Shares set forth below
and  on the signature page hereof (page 21), whereby shares are offered at $0.15
(cents)  per  share.  This  Subscription  Agreement and the Confidential Private
Placement  Memorandum  dated  September  20,  2005, together with any amendments
thereto  relates  to  an offering of 5,000,000 Common Shares @ $0.15 (cents) per
Share.  The  Common  Shares,  are  referred  to  herein  as  the  "Securities".

2. Payment:  Funds  shall  be wire transferred to the Company at the coordinates
below:
         HSBC  Bank  Plc,

3. Subscription  one  or  more  Closings.payments  of  prospective investors who
become  shareholders  of  the  Company  will  be  transferred  to the Company at

4.Acceptance  of  Subscription/Recission. The undersigned understands and agrees
that  the  Company in its sole discretion reserves the right to accept or reject
this  or  any  other  subscription  for  Common  Shares  in  whole  or  in part,
notwithstanding  prior  receipt by the undersigned of a notice of acceptance. If
this  subscription  is  rejected by the Company in whole or in part, the Company
shall  promptly  return  all  funds  received  from  the  undersigned  and  this
Subscription  Agreement  shall  thereafter  be of no further force or effect. In
addition  to any other rights granted to the Subscriber or available under State
law,  in  the  event  the Subscriber has delivered funds to the Company prior to
receipt  of  the  Private Placement Memorandum (PPM) by the Subscriber, then the
Subscriber  is  granted  72  hours  from  the receipt of the (PPM) to revoke the
subscription  and  receive  back  without  deduction  the  entire  amount  of
subscription  funds  delivered  to  the  Company.

5.Representations  and  Warranties.  The  undersigned  hereby  acknowledges,
represents  and  warrants  to,  and  agrees  with,  the Company, as follows: (a)
the
undersigned  understands  that  the  offering  and sale of the Common Shares are
intended  to  be  exempt from registration under the Securities Act of 1933 (the
"Securities  Act"),  by  virtue  of  Section  4(2) of the Securities Act and the
provisions  of  Regulation D promulgated thereunder, and in accordance therewith
and  in  furtherance thereof, the undersigned represents and warrants and agrees
as  follows:

(1)The  undersigned  and/or  the  undersigned's adviser(s) has/have received the
PPM
has/have  carefully  reviewed  it  and  understand(s)  the information contained
therein;

      (2)The  undersigned  acknowledges  that  all documents, records, and books
pertaining
to  this  investment  (including,  without limitation, the Memorandum) have been
made
available  for  inspection  by  the  undersigned,  the  undersigned's  attorney,
accountant
 or  adviser(s);

(3)The undersigned and/or the undersigned's adviser(s) has/have had a reasonable
opportunity  to ask questions of receive answers from a person or persons acting
on  behalf  of  the Company concerning the Offering of the Common Shares and all
such  questions  have been answered to the full satisfaction of the undersigned;

(4)No  oral  or  written  representations have been made other than as stated in
the  PPM  and  no oral or written information furnished to the undersigned or to
the  undersigned's  adviser(s)  in  connection  with  the Offering of the Common
Shares  were  in  any  way  inconsistent with the information stated in the PPM.

(5)The  undersigned  is  not  subscribing  for  Common  Shares as a result of or
subsequent  to  any  advertisement,  article,  notice  or  other  communication
published  in  any  newspaper,  magazine,  or  similar  media  or broadcast over
television or radio, or presented at any seminar or meeting, or any solicitation
of  a  subscription  by  a  person  other  than  the  Company in connection with
investments  in  securities  generally;

(6)If  the  undersigned is a natural person, the undersigned has reached the age
of majority in the state in which the undersigned resides, has adequate means of
providing  for  the  undersigned's current financial needs and contingencies, is
able  to  bear  the  substantial  economic  risks of an investment in the Common
Shares  for  an  indefinite  period  of  time, has no need for liquidity in such
investment,  and,  at  the  present  time,  could afford a complete loss of such
investment;

(7) The  undersigned  or the undersigned's purchaser representative, as the case
may  be,  has  such  knowledge  and  experience  in financial, tax, and business
matters  so  as  to  enable  the  undersigned  to  utilize  the information made
available  to the undersigned in connection with the Offering of the Securities,
to evaluate the merits and risks of an investment in the Securities, and to make
an  informed  investment  decision  with  respect  thereto;

(8)The  undersigned  is  not  relying on the Company with respect to the tax and
other  economic  considerations  of  an  investment;

(9) The  undersigned  understands  that  the Securities have not been registered
under  the  Act by reason of a claimed exemption under the provisions of the Act
which  depends,  in  part,  upon the undersigned's investment intention. In this
connection, the undersigned hereby represents that the undersigned is purchasing
the  Securities  for the undersigned's own account for investment and not with a
view  toward  the  resale  or  distribution  to  others.

10)The  undersigned  understands  that  the shares of the Company are trading on
the  OTC  Bulletin  Board,  and  the shares have historically had a low level of
trading volume. The undersigned understands that even if there is an increase in
trading  volume  ,  Rule  144  promulgated  under  the Act requires, among other
conditions,  a  two-year holding period prior to the resale (in limited amounts)
of  securities  acquired  in a non-public offering without having to satisfy the
registration  requirements under the Act. The undersigned understands and hereby
acknowledges  that the Corporation is under no obligation to register the Common
Shares  or  any of the Securities under the Act or any state securities or "blue
sky"  laws  other than as expressly set forth in the Memorandum. The undersigned
consents  that  the  Corporation  may, if it desires, permit the transfer of the
Securities  comprising the Common Shares out of the undersigned's name only when
the  undersigned's  request for transfer is accompanied by an opinion of counsel
reasonably  satisfactory  to  the  Corporation  that  neither  the  sale nor the
proposed  transfer  results  in  a  violation of the Act or any applicable state
"blue  sky"  laws  (collectively,  "Securities Laws"). The undersigned agrees to
hold  the  Corporation  and  its directors, officers and controlling persons and
their  respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result  of any misrepresentation made by the undersigned contained herein or any
sale  or  distribution  by  the  Subscriber in violation of the Securities Laws.

(11)     The  undersigned  consents  to  the  placement  of  a  legend  on  any
certificate  or
other  document  evidencing  the  Securities  that such Securities have not been
registered  under the Act or any state securities or "blue sky" laws and setting
forth  or  referring  to  the  restrictions  on transferability and sale thereof
contained  in this Agreement. The undersigned is aware that the Corporation will
make  a  notation in its appropriate records with respect to the restrictions on
the  transferability  of  the  Securities.

(12)     The  undersigned  understands  that  the  Corporation  will review this
Agreement
and  is  hereby given authority by the undersigned to call undersigned's bank or
place  of  employment  or  otherwise  review  the  financial  standing  of  the
undersigned;  and  it  is  further  agreed  that  the  Corporation  reserves the
unrestricted  right to reject or limit any subscription, to accept subscriptions
for fractional Common Shares and to close the Offering to the undersigned at any
time.

(13)     The  undersigned  hereby  represents  that  the  address  of  the
undersigned
furnished  by  the undersigned on the signature page hereof is the undersigned's
principal  residence  if  the  undersigned  is  an  individual  or its principal
business  address  if  it  is  a  corporation  or  other  entity.

(14)     The  undersigned  acknowledges  that  if  he  is  a  Registered
Representative  of
an  NASD  member  firm, he must give such firm the notice required by the NASD's
Rules  of  Fair  Practice, receipt of which must be acknowledged by such firm in
Section  14  below.

(15) The  undersigned recognizes that the Company has that it has a very limited
financial  and  operating  history  and  that investment in the Company involves
substantial  risks,  including loss of the entire amount of such investment, and
has  taken  full  cognizance  of and understands all of the risks related to the
purchase  of  the  Common  Shares.

(16) The  undersigned acknowledges that each certificate representing Securities
shall  be  stamped  or  otherwise  imprinted  with a legend substantially in the
following  form:

"The  securities  presented hereby have not been registered under the Securities
Act  of 1933, as amended or any state securities laws and neither the securities
nor  any  interest  therein  may  be  offered,  sold,  transferred,  pledged, or
otherwise  disposed  of  except  pursuant to an effective registration statement
under  such act or such laws or unless an exemption from registration under such
act  and  such laws, in the opinion of counsel for the holder (which counsel and
opinion  are reasonably satisfactory to counsel for this Company) is available."

(b) The undersigned meets the requirements of one of the subparagraphs listed in
subparagraph (c) or (d) below as of the date of this Subscription Agreement, and
if  there  is any material change in such status prior to the sale of the Common
Shares,  the  undersigned  will  immediately  furnish  such revised or corrected
information  to  the  Company.

(17)  The  undersigned acknowledges receipt of the Private Placement Memorandum,
along  with  Exhibits, 1, 2, and 3. The undersigned acknowledges that he has had
the  opportunity  to  read  the  PPM and review the exhibits and consult with an
attorney.  The  undersigned acknowledges that he has been given access to all of
the  company's  filings  on  Edgar,  by  viewing  the  Company's  filings on the
Company's  designated  page  on  the  Edgar  database,  accessed at www.sec.gov,
Company  Name:  New  Medium  Enterprises,  Inc.  (www.nmeinc.com).



[Please  insert  your  initials  in  the  appropriate  space  to the description
applicable  to  you]



          (c)     FOR  ACCREDITED  INVESTORS

____(1)  A  natural  person  who  has individual income of more than $200,000 in
each  of  the most recent two years or joint income with that person's spouse in
excess  of  $300,000  in  each  of  the most recent two years and who reasonably
expects  to reach that same income level for the current year. For this purpose,
"individual income" means adjusted gross income, as reported by a federal income
tax purposes, less any income attributable to a spouse or to property owned by a
spouse,  (A)  increased by the individual's share (and not a spouse's share) of:
(1)  the  amount  of  any  tax  exempt  interest  income  received,  (2) amounts
contributed  to  an  IRA  or Keogh retirement plan (3) alimony paid, and (4) the
excluded  portion  of  any  long-term  capital  gains, and (B) adjusted, plus or
minus, for any non-cash loss or gain, respectively, reported for federal income;

____     (2)  A  natural  person  whose individual net worth, or joint net worth
with
that  person's spouse, is in excess of $1,000,000. For this purpose, "net worth"
means  the  excess  of  total  assets  at  fair market value, including home and
personal property, over total liabilities, provided, however, for the purpose of
determining a person's net worth, the principal residence owned by an individual
shall  be  valued  at  cost,  including the cost of improvements, net of current
encumbrances  upon  the  property  or valued on the basis of a written appraisal
used  by  an institutional lender making a loan secured by the property. For the
purposes  of  this  provisions, "institutional lender" means a bank, savings and
loan company, industrial loan company, credit union, personal property broker or
a  company  whose  principal  business is as a lender upon loans secured by real
property  and  which  has  such  loans receivable in the amount of $2,000,000 or
more.  Any  person  relying on the appraised value of a principal residence must
deliver  to  the Company, at or prior to the date of execution hereof, a copy of
such  appraisal;

___(3)  A  trust, with total assets in excess of $5,000,000, which is not formed
for the purpose of acquiring the Common Shares and whose purchase is directed by
a  person  who  has  such knowledge and experience in financial business matters
that  such person is capable of evaluating the risks and merits of an investment
in  the  Common  Shares;

____(4)  A bank as defined in Section 3(a)(2) of the Securities Act or a savings
and  loan  association  or other institution as defined in Section 3(a)(5)(A) of
the  Securities  Act  whether  acting in its individual or fiduciary capacity; a
broker  or  dealer  registered pursuant to Section 15 of the Securities Exchange
Act  of 1934; an insurance company as defined in Section 2(13) of the Securities
Act;  an investment company registered under the Investment Company Act of 1940;
or  a  business  development  company  as  defined  in  Section  2(a)(48) of the
Investment  Company Act of 1940; a small business investment company licensed by
the  U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business  Investment  Act of 1958; a plan established and maintained by a state,
its  political  subdivisions,  or an agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets  in  excess of $5,000,000; or an employee benefit plan within the meaning
of  Title  I  of  the  Employee  Retirement  Income Security Act of 1974, if the
investment  decision is made by a plan fiduciary, as defined in Section 3(21) of
the  Employee  Retirement  Income  Security Act of 1974, which is either a bank,
savings  and  loan  association,  insurance  company,  or  registered investment
adviser,  or  if  the  employee  benefit  plan  has  total  assets  in excess of
$5,000,000  or,  if  the  employee  benefit plan is a self-directed plan and the
investment  decision  is  made  solely  by persons who are accredited investors;
N/A     (5)  A private business development company as defined in Section 202(a)
(22)  of  the  Investment  Advisers  Act  of  1940;

N/A     (6)  An  organization  described  in  Section  501(c)(3) of the Internal
Revenue
Code  of  1986,  as  amended,  a  corporation, Massachusetts or similar business
trust,  or  partnership,  not  formed  for the specific purpose of acquiring the
Common  Shares  with  total  assets  in  excess  of  $5,000,000;

N/A     (7)  A  director  or  executive  officer  of  the  Company;

or

N/A (8)  An entity in which all of the equity owners meet the requirements of at
least  one  of  the  above  subparagraphs  for  accredited  investors.


(d)     FOR  QUALIFIED  INSTITUTIONAL  BUYERS

N/A (1)  An insurance company as defined in Section 2(13) of the Securities Act,
acting  for  its  own  account  or the accounts of other qualified institutional
buyers  which,  in  the  aggregate,  owns or invests on a discretionary basis at
least  $100  million  in  securities of issuers that are not affiliated with it;

N/A (2)  An  investment  company  registered under the Investment Company Act of
1940  (the  "Investment  Company  Act")  or  any business development company as
defined  in  Section  2(a)(48)  of  that  Act, acting for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A (3)  A Small Business Investment Company licensed by the U.S. Small Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of  1958,  acting  for  its  own  account  or  the  accounts  of other qualified
institutional buyers which, in the aggregate, owns or invests on a discretionary
basis  at  least  $100  million in securities of issuers that are not affiliated
with  it;

N/A     (4)  A  plan  established  and  maintained  by  a  state,  its
political
subdivisions,  or  any  agency  or  instrumentality  of a state or its political
subdivisions,  for the benefit of its employees, aggregate, owns or invests on a
discretionary  basis at least $100 million in securities of issuers that are not
affiliated  with  it;

N/A  (5)  An employee benefit plan within the meaning of Title I of the Employee
Retirement  Income  Security  Act  of  1974,  acting  for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A  (6)  A business development company as defined in Section 202(a)(22) of the
Investment  Adviser  Act  of 1940, acting for its own account or the accounts of
other qualified institutional buyers which, in the aggregate, owns or invests on
a  discretionary  basis  at least $100 million in securities of issuers that are
not  affiliated  with  it;

N/A  (7)  An organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, a corporation (other than a bank as defined in Section
3(a)(2)  of  the  Securities  Act  or  a  savings  and loan association or other
institution  referenced in Section 3(a)(5)(A) of the Securities Act or a foreign
bank  or savings and loan association or equivalent institution, partnership, or
Massachusetts  or  similar  business  trust,  acting  for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A (8)  An  investment  adviser registered under the Investment Advisers Act of
1940,  acting  for  its  own  account  or  the  accounts  of  other  qualified
institutional buyers which, in the aggregate, owns or invests on a discretionary
basis  at  least  $100  million in securities of issuers that are not affiliated
with  it;

N/A (9)  A dealer registered pursuant to Section 15 of the Exchange Act or 1934,
acting  for  its  own  account  or the accounts of other qualified institutional
buyers,  which,  in  the aggregate, owns and invests on a discretionary basis at
least  $10  million  of  securities  of issuers that are not affiliated with the
dealer,  provided  that securities constituting the whole or a part of an unsold
allotment  to  or subscription by a dealer as a participant in a public offering
shall  not  be  deemed  to  be  owned  by  such  dealer;

N/A (10)  A  dealer registered pursuant to Section 15 of the Securities Exchange
Act  of 1934 acting in a riskless principal transaction on behalf of a qualified
institutional  buyer;

N/A (11)  An  investment  company  registered  under the Investment Company Act,
acting for its own account or for the accounts of other qualified institutional,
that is part of a family of investment companies which own, in the aggregate, at
least  $100  million  in  securities  of  issuers,  other  than issuers that are
affiliated  with the investment company or are part of such family of investment
companies.  "Family  of  investment  companies" means any two or more investment
companies  registered  under  the  Investment  Company  Act (except for a Common
Shares  investment  trust whose assets consist solely of Common Shares of one or
more registered investment companies) that have the same investment adviser (or,
in  the  case  of Common Shares investment trusts, the same depositor), provided
that  for  purposes  of  this  paragraph  (11);

(A) Each  series  of  a  series  company  (as  defined  in  Rule 18f-2 under the
Investment Company Act) shall be deemed to be a separate investment company; and

(B) Investment companies shall be deemed to have the same adviser (or depositor)
if  their  adviser  (or  depositors) are majority-owned subsidiaries of the same
parent,  or  if  one  investment  company's  adviser  (or  depositor)  is  a
majority-owned  subsidiary  of  the  other  investment  company's  adviser  (or
depositor).

N/A  (12)  An  entity,  all  of  the  equity  owners  of  which  are  qualified
institutional  buyers,  acting  for  its  own  account  or the accounts of other
qualified  institutional  buyers;  and

N/A (13) A bank as defined in section 3(a)(2) of the Securities Act, savings and
loan association or other institution as referenced in Section 3(a)(5)(A) of the
Securities  Act,  or  foreign bank or savings and loan association or equivalent
institution,  acting  for  its  own  account  or the accounts of other qualified
institutional  buyers,  which,  in  the  aggregate,  owns  and  invests  on  a
discretionary  basis at least $100 million in securities of issuers that are not
affiliated  with it and that has an audited net worth of at least $25 million as
demonstrated  in  its  latest annual financial statements, as of a date not more
than  16  months  preceding  the date of execution hereof, in the case of a U.S.
bank  or savings and loan association, and not more than 18 months preceding the
date  of  execution  hereof,  in  the case of a foreign bank or savings and loan
association  or  equivalent  institution.

(e) The  undersigned's  overall  commitment to investments which are not readily
marketable  is  reasonable  in  relation  to  the  undersigned's  net  worth.

(f) The undersigned hereby agrees to provide such information and to execute and
deliver such documents as may reasonably be necessary to comply with any and all
laws  and  ordinances  to  which  the  Company  is  subject,  including  without
limitation,  such  additional  information as the Company or the Placement Agent
may  deem  appropriate  with  regard  to  the  undersigned's  suitability.

____     (14)  NASD  Affiliation.

Are  you  affiliated  or associated with an NASD member firm (please check one):

Yes______               No__X___

If  Yes,  please  described:

_________________________________________________________

_________________________________________________________

_________________________________________________________
*  If  undersigned is a Registered Representative with an NASD member firm, have
the  following  acknowledgement  signed  by  the  appropriate  party:





The  undersigned NASD member firm acknowledges receipt of the notice required by
Article  3,  Sections  28(a)  and  (b)  of  the  Rules  of  Fair  Practice.


_____________________________________
Name  of  NASD  Member  Firm


By:__________________________________
Authorized  Officer


Date:________________________________

The  undersigned  is  informed  of  the  significance  to  you  of the foregoing
representations  and  answers  contained  in  the  undersigned  representations
contained  in  this  Paragraph  5  and such answers have been provided under the
assumption  that  the  Corporation  will  rely  on  them.

(g)     The  undersigned  acknowledges:

(1)  That the undersigned is aware that investment in the Common Shares involves
a  number  of  very significant risks, and has carefully read and considered the
matters  set  forth  under  the  caption  "Risk  Factors"  in  the  Memorandum;

(2)  In  making  an  investment  decision  the  undersigned  has  relied  on the
undersigned's  own  examination  of  the  Company and the terms of the Offering,
including  the  merits  and  risks  involved.  These Common Shares have not been
recommended  by  any  federal  or  state  securities  commission  or  regulatory
authority.  Furthermore,  the  foregoing  authorities  have  not  confirmed  the
accuracy  or  determined  the  adequacy  of the Memorandum or this document. Any
representation  to  the  contrary  is  a  criminal  offense.

(3)  The  undersigned,  if  executing  this  Subscription  Agreement  in  a
representative  or  fiduciary  capacity, has full power and authority to execute
and  deliver  this  Subscription Agreement in such capacity and on behalf of the
subscribing  individual, ward, partnership, trust, estate, corporation, or other
entity  for  whom  the undersigned is executing this Subscription Agreement, and
such  individual, ward, partnership, trust, estate, corporation, or other entity
has  full right and power to perform pursuant to this Subscription Agreement and
make  an  investment  in  the  Company;  and

(4) The representations, warranties, and agreements of the undersigned contained
herein  and  in  any other writing delivered in connection with the transactions
contemplated  hereby  shall be true and correct in all respects on and as of the
date  of  the sale of the Common Shares as if made on and of such date and shall
survive  the  execution  and  delivery  of  this  Subscription Agreement and the
purchase  of  the  Common  Shares.

6.  Indemnification.  The  undersigned agrees to indemnify and hold harmless the
Company,  the  Placement  Agent,  the  Selected  Dealers  and  their  respective
officers, directors, agents, and affiliates against any and all loss, liability,
claim,  damage,  and  expense whatsoever (including, but not limited to, any and
all  expenses  reasonably  incurred  in  investigating,  preparing, or defending
against  any litigation commenced or threatened or any claim whatsoever) arising
out  of  or based upon any false representation or warranty or breach or failure
by  the  undersigned  to  comply  with  any  covenant  or  agreement made by the
undersigned  herein or in any other document furnished by the undersigned to any
of  the  foregoing  in  connection  with  this  transaction.

7.  Irrevocability;  Binding  Effect.  The  undersigned  hereby acknowledges and
agrees  that the subscription hereunder is irrevocable by the undersigned, that,
except as required by law, the undersigned is not entitled to cancel, terminate,
revoke  this  Subscription  Agreement  or  any  agreements  of  the  undersigned
hereunder, and shall be binding upon and inure to the benefit of the parties and
their  heirs,  executors, administrators, successors, legal representatives, and
permitted  assigns.  If the undersigned is more than one person, the obligations
of  the  undersigned  hereunder  shall  be joint and several and the agreements,
representations,  warranties,  and  acknowledgments  herein  contained  shall be
deemed  to  be  made  by and be binding upon each such person and his/her heirs,
executors,  administrators,  successors,  legal  representatives,  and permitted
assigns.

8. Modification.  Neither  this Subscription Agreement nor any provisions hereof
shall  be waived, modified, discharged, or terminated except by an instrument in
writing  signed  by  the  party  against  whom  any  such  waiver, modification,
discharge,  or  termination  is  sought.

9. Notices.  Any notice or other communication required or permitted to be given
hereunder  shall  be  in  writing  and  shall  be personally delivered or deemed
delivered  the third business day after being mailed by first class mail, to the
party  to  receive same (a) if to the Company, to New Medium Enterprises, Inc. ,
195  The  Vale,  London W3 7QS, or (b) if to the undersigned, at the address set
forth on the signature page hereof (or, in either case, to such other address as
the  party  shall have furnished in writing in accordance with the provisions of
this Section 9). Any notice or other communication given by certified mail shall
be  deemed  given  at  the  time  of  receipt  thereof.

10.     Assignability.   This  Shares  transferable  and  assignable.

11. Applicable  Law. Notwithstanding the place where this Subscription Agreement
may  be  executed by any of the parties hereto, the parties expressly agree that
all  of  the  terms and provisions hereof except by operation of law and laws of
decent  shall  be construed in accordance with the laws of the State of New York
without  regard  to  principles  of  conflicts  of  law  and any dispute brought
hereunder  shall  be  brought  in a Federal or State court located in either the
Southern  or  Eastern  Districts  of  New  York.

12. Upon  the  execution  and delivery of this Agreement by the Subscriber, this
Agreement  shall  become  a binding obligation of the Subscriber with respect to
the purchase of Common Shares as herein provided; subject, however, to the right
hereby  reserved to the Corporation to enter into the same agreements with other
subscribers  and  to  add  and/or  delete  other  persons  as  subscribers.

13. It  is  agreed that a waiver by either party of a breach of any provision of
this Agreement shall not operate, or be construed, as a waiver of any subsequent
breach  by  that  same  party.

14. The  parties  agree  to  execute  and  deliver  all  such further documents,
agreements  and  instruments  and  take  such other and further action as may be
necessary  or appropriate to carry out the purpose and intent of this Agreement.




15. State Securities Laws. Subscribers who reside in CALIFORNIA, PENNSYLVANIA or
MASSACHUSETTS  also  agree  and  represent  as  follows:

(a) THE  UNDERSIGNED,  IF  A  CALIFORNIA  RESIDENT,  REPRESENTS  THAT:  (1)  THE
UNDERSIGNED  OR  THE  UNDERSIGNED'S  PROFESSIONAL  ADVISER  CAN  PROTECT  THE
UNDERSIGNED'S  INTEREST IN CONNECTION WITH THIS TRANSACTION; (2) THE UNDERSIGNED
IS ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT OR (3) THIS INVESTMENT DOES
NOT  EXCEED 10% OF SUCH PERSON'S NET WORTH OR JOINT NET WORTH WITH SUCH PERSON'S
SPOUSE.

(b) THE UNDERSIGNED, IF A PENNSYLVANIA RESIDENT, REPRESENTS THAT THE UNDERSIGNED
WILL NOT SELL ANY Common Shares FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE
OF  PURCHASE  IF THIS SUBSCRIPTION IS NOT TIMELY WITHDRAWN PURSUANT TO THE RIGHT
OF  RECISION  GRANTED  UNDER  THE  PENNSYLVANIA  SECURITIES  ACT,  UNLESS  SUCH
SECURITIES ARE SUBSEQUENTLY REGISTERED UNDER FEDERAL SECURITIES LAWS OR ARE SOLD
IN  ACCORDANCE  WITH PENNSYLVANIA SECURITIES LAWS. ANY OFFEREE WHO IS A RESIDENT
OF  PENNSYLVANIA  HAS THE RIGHT TO WITHDRAW THIS SUBSCRIPTION, WITHOUT INCURRING
ANY  LIABILITY  TO  THE  COMPANY,  THE  SELLING AGENT OR ANY OTHER PERSON AND TO
CANCEL THE PURCHASE OF Common Shares, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE
OF  RECEIPT  BY THE COMPANY OF A WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE
CASE  OF A TRANSACTION IN WITH THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE,
WITHIN  TWO  (2)  BUSINESS  DAYS AFTER THE INITIAL PAYMENT FOR THE Common Shares
BEING  OFFERED.
SIGNATURE  OF  PENNSYLVANIA  RESIDENT:____  N/A  ____________________________


(c)     THE  UNDERSIGNED,  IF  A  MASSACHUSETTS  RESIDENT,  REPRESENTS  THAT
THE
UNDERSIGNED'S  INVESTMENT  IN  THE  Common  Shares  DOES  NOT EXCEED 25% OF SUCH
PERSON'S  NET  WORTH  OR,  IF  MARRIED,  THE COMBINED NET WORTH OF SUCH PERSON'S
SPOUSE  AND THE UNDERSIGNED, EXCLUDING PRINCIPAL RESIDENCE AND HOME FURNISHINGS.

N/A     16.     Nature  of  Subscriber.   The  undersigned  is  (check  one):

_____     (a)     One  or  more  individuals
_____     (b)     A  corporation
_____     (c)     A  partnership
__X__  (d)     A  trust
_____     (e)     Another  entity  or  organization,
namely  (please  specify):  _________________________

17. Other  Certifications.  By  signing  the  Signature  Page,  the  undersigned
certifies  as  follows:

(a) that  the  undersigned  and its grantor (if a trust) or its general partners
(if  a  partnership)  have not filed or been involved in bankruptcy proceedings;

if  the undersigned is an individual investor, that one of the following is true
and  correct  (check  one):  Spouse  if  Purchaser               Co-Owner

____     ____  (1)  I  am a citizen or resident of the States for federal income
tax
purposes.

______X__  (2)  I  am  neither a States citizen nor a resident of the States for
federal  income  tax  purposes.

(c) if  the  undersigned  is a trust, that the trust has not been established in
connection  with either (1) an employee benefit plan (as defined in Section 3(3)
of  ERISA), whether or not subject to the provisions of Title I of ERISA, or (2)
a plan described in Section 4975(e)(i) of the Internal Revenue Code and that one
of  the  following  is  true  and  correct  (check  one):


N/A (1)  the  Trust  is an estate or trust whose income from sources outside the
States  is includable in its gross income for States federal income tax purposes
regardless  of  its  connection  with a trade or business carried on the States.

N/A (2)  the  Trust  is an estate or trust whose income from sources outside the
States  is  not  includable  in  its  gross income for States federal income tax
purposes regardless of its connection with a trade or business carried on in the
States.

(d)  if  the undersigned is a partnership, that the assets of the partnership do
not  constitute  "plan  assets"  within  the  meaning  of ERISA and regulation S
2510.3-101  promulgated  thereunder  and  that  one of the following is true and
correct  (check  one):

N/A (1)  the  Partnership  is  a  partnership formed in or under the laws of the
States  or  any  political  subdivision  thereof.

N/A (2)  the Partnership is a partnership not formed in or under the laws of the
States  or  any  political  subdivision  thereof.

(e) if  the  undersigned is a corporation, that the assets of the Corporation do
not  constitute  "plan  assets"  within  the  meaning  of  ERISA  and regulation
S2510.3-101  promulgated  thereunder  and  that one of the following is true and
correct  (check  one):

N/A (1)  the  Corporation is a corporation organized in or under the laws of the
States  or  any  political  subdivision  thereof.

  N/A  2)  the  Corporation  is  a  corporation  which  is  neither  created nor
organized
in  or  under the States or any political subdivision thereof but which has made
an election under either Section 897(i) or 897(k) of the States Internal Revenue
Code  of  1986,  as amended, to be treated as a domestic corporation for certain
purposes  of  federal  income  taxation  (A copy of the Internal Revenue Service
acknowledgment  of  the  undersigned's  election  must  be  attached  to  this
Subscription  Agreement  if  this  provision  is  applicable).
        N/A          (3)  neither  (1)  nor  (2)  above  is  true.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this _______ day
of  ________________,  2005.

Number  of  Common  Shares  being  subscribed  for:  ______________

________________________________________
Print  Name

________________________________________
Signature  of  Investor

________________________________________
Social  Security  Number

________________________________________
Residence  Address

________________________________________


If  the  purchaser  has  indicated  that the Common Shares will be held as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMON SHARES PROPERTY, please complete the
following:


_________________________________________
Print  Name  of  Spouse  or  Other  Purchaser

_________________________________________
Signature  of  Spouse  or  Other  Purchaser

_________________________________________
Social  Security  Number


ACCEPTED  AND  AGREED:

NEW  MEDIUM  ENTERPRISES,  INC.

By:  _______________________________
Name:  Mahesh  Jayanarayan
Title:  CEO

Dated:  20th  September  2005

IF  YOU  ARE  PURCHASING  COMMON SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE. IF YOU ARE PURCHASING COMMON SHARES WITH ANOTHER PERSON NOT YOUR
SPOUSE,  YOU  MUST  EACH  FILL  OUT ALL AREAS OF THIS AGREEMENT APPLICABLE TO AN
INDIVIDUAL  PURCHASER.


     SUBSCRIPTION  AGREEMENT  SIGNATURE  PAGE  FOR  PARTNERSHIPS,
     CORPORATIONS,  TRUSTS,  OR  OTHER  ENTITIES


IN WITNESS WHEREOF, the undersigned has executed this Agreement this 20th day of
September  2005

Number of Common Shares being subscribed for: 5,000,000 @ $0.15 cents per share.

_Aria  Life  Interest  Trust___
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_________________________________________
(Signature  of  Authorized  Signatory)

Name:_____________________________________

Title:____________________________________

Address:___________________________________

_________________________________________

__________________________________________

Taxpayer  Identification  Number:_______  N/A  ___

Date  of  Formation:___________________________

Address  of  Chief  Executive  Office  of  Subscriber:

__________________________________________

_________________________________________

_________________________________________

ACCEPTED  AND  AGREED:
NEW  MEDIUM  ENTERPRISES,  INC.

By:  _______________________________
Name:  Mahesh  Jayanarayan
Title:  CEO                              Dated:  20th  September  2005
PROSPECTIVE  PURCHASER  QUESTIONNAIRE

For  Confidential  Private  Offering
of
New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS

The  information  contained  herein is being furnished to you in order to assure
you that the undersigned meets the standards of an "Accredited Investor" imposed
by  Rule  501  of  Regulation  D  promulgated  under  the Securities Act of 1933
(hereinafter the "Act"). The undersigned understands that (i) you will rely upon
the  information  contained  herein for purposes of such determination, (ii) the
securities  will  not be registered under the Act in reliance upon the exemption
from  registration  provided  by  Section  4  (2)  of  the  Act  and Rule 506 of
Regulation  D,  promulgated  thereunder  and  (iii) this questionnaire is not an
offer  to  sell  securities  to  the  undersigned.

The  undersigned  further  represents  to you that (i) the information contained
herein  is  complete  and  accurate  and may be relied upon by you, and (ii) the
undersigned  will  notify  you immediately of any material change in any of such
information  occurring prior to the purchase of such securities, if any purchase
is  made,  by  the  undersigned.

THE UNDERSIGNED UNDERSTANDS AND AGREES THAT, ALTHOUGH THIS QUESTIONNAIRE WILL BE
KEPT  STRICTLY  CONFIDENTIAL,  THE  ISSUER  OF  ANY  SECURITIES PURCHASED BY THE
UNDERSIGNED MAY PRESENT THIS QUESTIONNAIRE TO SUCH PARTIES AS IT DEEMS ADVISABLE
IF  CALLED  UPON  TO  ESTABLISH  THE  AVAILABILITY  UNDER  ANY  FEDERAL OR STATE
SECURITIES  LAWS  OF  AN  EXEMPTION  FROM REGISTRATION OF THE PRIVATE PLACEMENT.

THIS  LETTER  IS  NOT  AN  OFFER  TO  SELL  SECURITIES  BUT MERELY A REQUEST FOR
INFORMATION  PURSUANT TO REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION.

Please  complete,  sign,  date  and return one copy of this questionnaire to the
Company  at  New Medium Enterprises, Inc. , 195 The Vale, London W3 7QS, as soon
as  possible.

PLEASE  TYPE  OR  PRINT

1.     Name:  ______________  N/A  _________________________________
Date  of  Birth:  _________________________
Social  Security  Number:_________________
Citizenship:  _______________     Marital  Status:  _____________
Number  of  Dependents:  ______
Where  Registered  to  Vote:  ____________________________________
State  of  Issuance  of  Driver's  License:  _______________________
Home  Address:_________________________________________________
Home  Telephone  Number:________________________________________

2.     Firm  Name:  ___________  N/A  ________________________________________
Nature  of  Business:  __________________________________________
Position:  __________________________  N/A  __________________________
Nature  of  Duties:  ____________________________________________
Business  Address:  ____________________________________________
Business  Telephone  Number:  ___________________________________

3. Your  employment,  positions  or occupations during the past 5 years (and the
inclusive  dates  of  each) are as follows (Note: What is sought is a sufficient
description to enable the Issuer to determine the extent of vocationally related
experience  in  financial  and  business  matters):  N/A

Employment,  Position     Nature  of
or  Occupation          Duties          From          To
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

4.     4.     Your  general,  business  or  professional  education,  and  the
degrees  received,  are  as  follows:  N/A

School                    Degree               Year  Received
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

5.Was  your  income  (from  all  sources)  for  each  of the latest two complete
calendar  years  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $200,000;     ___  $500,000.

(a) What percentage of your income as shown above was derived from sources other
than  salary?  _______________

(b)  Approximately  what percentage of your income as shown above remained after
payment of Federal, state and local taxes, and after payment of all ordinary and
necessary  business  and/or  living  expenses?  ________________

6.     Was  your  income  with  that  of  your spouse for each of the latest two
complete
calendar  years  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $300,000;     ___  $500,000.

(a)  What  percentage  of  your  combined  income as shown above is derived from
sources  other  than  salary?  __________

(b) Approximately  what  percentage  of  your  combined  income  as  shown above
remained  after  payment of Federal, state and local taxes, and after payment of
all  ordinary  and  necessary  business  and/or  living  expenses?
______________________

7.Is  your  income  from  all  sources  for the current calendar year reasonably
expected  to  be  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;     ___  $200,000;          ___  $500,000?

(a)  What  percentage  of your income as shown above will be derived for sources
other  than  salary?  ___________________

(b)  Approximately  what  percentage  of  your income as shown above will remain
after  payment  of  Federal,  state,  and  local taxes, and after payment of all
ordinary  and  necessary  business  and/or  living  expenses?
__________________________

8. Is  your  income  with  that  of your spouse from all sources for the current
calendar  year  reasonably  expected  to  be  more  than  (check  one):

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $300,000;          ___  $500,000.

(a)  What  percentage  of  your  net  worth  as  shown  above is invested in tax
"shelter"  investments  and investments in marketable securities (stocks, bonds,
debentures,  or  notes)?  __________________

(b)  What  percentage  of  you  net  worth  as  shown  above  constitutes  home,
furnishings  and  automobiles?  ________________

(c)  What  percentage  of  your  net  worth  as  shown  above
constitutes  liquid  assets  (cash  or  assets  readily  convertible
to  cash)?  ____________________

10.     Indicate  any  other  investments  or  contingent  liabilities  which
you
reasonably anticipate could cause you to require cash in excess of the amount of
cash  readily  available  to  you  (please  specify):
________________________  N/A  ___________________________________________
___________________________________________________________________
___________________________________________________________________

11.     Investment  experience:   N/A

(a)  Please  indicate the frequency of your investment in marketable securities:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(b)  Please  indicate  the  frequency  of  your  investment  in  high technology
companies:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(c)  Please  indicate  the  frequency  of  your  investment  in  options:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(d)  Please indicate the frequency of your investment in securities purchased on
margin:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(I) Please indicate the frequency of your investment in unmarketable securities:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(ii)     Indicate  any  previously  purchased  securities  which  were  sold  to
you  in
reliance  on  the  private  offering  exemption  from  registration  under  the
Securities  Act  of  1933.
                                        Total
Type  of                              Business     Amount
Year     Securities     Issuer               of  Issuer     Invested

_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
12.Please  indicate in the space provided below any additional information which
you think may be helpful in enabling the Issuer to determine that your knowledge
and  experience in financial and business matters is sufficient to enable you to
evaluate  the  merits  and  risks  of  this  investment.
_______________________  N/A  _______________________________________
______________________________________________________________
______________________________________________________________

13.     Indicate  whether  you  are  acting  for  your  own  account:   N/A
Yes__          No  __

(a)  If  not  acting  for  your  own  account  complete  the  following:  (i)
Capacity  in
which  you  are  acting  (Trustee  or  otherwise):  __________________________

(ii)     Name,  address  and  telephone  number  of  persons  you
represent:  ______________________________________________
_________________________________________________________
_________________________________________________________

(iii)  Evidence  of  authority  (please  attach).



NOTE:  ANY INDIVIDUALS REPRESENTED BY YOU MUST ALSO BE QUALIFIED AS "PURCHASERS"
PURSUANT  TO  RULE  506  AND  THE  ACT.

To  the best of my information and belief, the above information supplied by the
undersigned  is  true  and  correct  in  all  respects.

IN  WITNESS  WHEREOF, I have executed this questionnaire this 20th of September,
2005.

_______________________________________
(Signature  of  Prospective  Purchaser)


19.     Matters  Relating  to  the Undersigned's Ownership of Common Shares. N/A

(a)     Ownership  of  the  Common  Shares is to be held as follows (check one):

____     (1)  Individual
____     (2)  Joint  Tenants  (with  rights  of  survivorship)
____     (3)  Tenants  in  Common  (no  rights  of  survivorship)
____     (4)  Common  Shares  Property

(b)  All  correspondence relating to the undersigned's investment should be sent
(check  one):

____     (1)  to  the  address  of  the  undersigned  set  forth
on  the  signature  page  hereof
-
____     (2)  to  the  following  address:
_______________________________
_______________________________
_______________________________

(c)     The  undersigned  may  be  contacted  by  telephone  at  the  following
telephone
number(s):

Home:  (____)  ___________
Work:(____)  ____________


SUBSCRIPTION  AGREEMENT  SIGNATURE  PAGE  FOR  INDIVIDUALS


ALL  INFORMATION  WILL  BE  TREATED  CONFIDENTIALLY

NEW  MEDIUM  ENTERPRISES,  INC.

PURCHASER  REPRESENTATIVE  QUESTIONNAIRE

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8749  9955

Gentlemen:

The  information  contained herein in being furnished to you in order for you to
determine  whether a sale of a Common Shares (the "Common Shares") in New Medium
Enterprises,  Inc.  (the  "Company") may be made to the undersigned, pursuant to
Section  4  (2)  of  the  Securities  Act  of  1933 (the "Act") and Regulation D
promulgated  thereunder.  I  understand  that,  (1)  you  will  rely  upon  the
information  contained  herein  for  purposes of determining the availability of
said  exemptions from registration, (2) the Common Shares will not be registered
under  the  Act  in  reliance  upon  the exemption from registration afforded by
Section  4  (2) of the Act and Regulation D promulgated thereunder, and (3) this
Questionnaire  is not an offer to sell the Common Shares or any other securities
to  the  undersigned  Purchaser  Representative.

I  herewith  furnish  you  with  the  following representations and information:

1. The undersigned is not an affiliate or employee of the Company, its officers,
directors  or  their affiliates or beneficial owner of 10 percent or more of the
equity  interest  in  the Company, except as follows: (State "no exceptions", or
set  forth  exceptions  and  give  details).
_____________________  N/A  _________________________________________
______________________________________________________________
______________________________________________________________

2.  The  undersigned has such knowledge and experience in financial and business
matters  so  as  to  be  capable  of  evaluating,  alone, or together with other
Purchaser to evaluate fully and accurately the merits and risks of an investment
in  the  Company.  The  undersigned  offers  as  evidence  thereof the following
additional  information  (e.g.,  investment  experience,  business  experience,
professional  education):  ________Trust  accredited  Investment
Fund__________________________
______________________________________________________________
______________________________________________________________

3. There is no material relationship between the undersigned or his, her, or its
affiliates  and  the  Company or its affiliates, which now exists or is mutually
understood  to  be  contemplated  or  which  has  existed at any time during the
previous  two years, nor has compensation been received or will be received as a
result  of  any such relationship, except as follows: (State "no exceptions", or
set  forth  exceptions  and  give  details).  ____________No
Exceptions______________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________

The  undersigned  agrees  to notify you promptly of any changes in the foregoing
information  which  may  occur  prior  to  the  completion  of  the transaction.

Dated:_20th  September  2005____

Very  truly  yours,


____________________________________
Print  or  Type  Name


____________________________________
Signature


____________________________________
Business  Address


____________________________________


____________________________________
Telephone


____________________________________
Principal  Profession


PURCHASER  ACKNOWLEDGEMENT

The  undersigned  hereby  acknowledges  that  the undersigned acted as Purchaser
Representative  in  connection  with  evaluating  the  merits  and  risks of the
undersigned's  prospective  investment  in  New  Medium  Enterprises,  Inc


WARNING  TO  PROSPECTIVE  PURCHASER

DO  NOT  EXECUTE  THE  FOREGOING  PURCHASER ACKNOWLEDGEMENT UNLESS AND UNTIL THE
PURCHASER  REPRESENTATIVE  QUESTIONNAIRE  PRECEDING SUCH ACKNOWLEDGMENT HAS BEEN
COMPLETED  IN  FULL  AND  SIGNED.

Under  Regulation  D,  a  purchaser  representative  may  not  be  an affiliate,
director,  officer  or other employee of the Company or any officer, director or
beneficial  owner of 10 percent or more of any class of the equity securities or
10  percent  or  more  of  the  equity  interest in the Company except where the
purchaser  is:

(a)  Related  to the purchaser representative by blood, marriage or adoption, no
more  remotely  than  as  first  cousin;

(b)  Any  trust  or  estate  in which the purchaser representative or any person
related  to  him  as  specified  in Subdivision (a) or (c) collectively have 100
percent  of the beneficial interest (excluding contingent interests) or of which
any  person  serves  as  trustee,  executor  or  in  any  similar  capacity;  or

(c)  Any corporation or other organization in which the purchaser representative
or  any  persons  related  to  him  as  specified  in  Subdivision  (a)  or  (b)
collectively  are  the beneficial owners of 100 percent of the equity securities
(excluding  directors'  qualifying  Common  Shares)  or  equity  interest.



________________________________________
Signature

________________________________________
Full  Name

________________________________________
Date

In  Addendum  to  this  agreement  the  Company  agreed  to  the  following:-
1)     Register  Shares  of  the  recipient  as  soon  as  possible.
2)     Reduce  the  restriction  period  to  1  year
3)  Permit  the  recipient  to  subscribe  to  a  further  400,000  shares  as a
cashless
excercise  @  $0.15  cents  per  share  within  12  months  .
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "description": "8K REPORT ITEM 3.02", "secsgml_size_bytes": 142883}]
{"company-data": {"conformed-name": "NEW MEDIUM ENTERPRISES INC", "cik": "0001126983", "assigned-sic": "3572", "irs-number": "113502174", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-51880"}, "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  8K
                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                        SECURITIES  EXCHANGE  ACT  OF  1934

                          DATE  OF  REPORT  SEPTEMBER  15,  2005
                        (DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------

                          NEW  MEDIUM  ENTERPRISES,  INC.
                            -----------------------

            (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

STATE  OR  OTHER  JURISDICTION  OF                  (I.R.S.  EMPLOYER
INCORPORATION  OF  ORGANIZATION)                    IDENTIFICATION  NO.)

      NEVADA                                11-3502174

       (ADDRESS,  INCLUDING  ZIP  CODE,  AND  TELEPHONE  NUMBER,  INCLUDING AREA
               CODE,  OF  REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)
                          DATE  OF  REPORT  SEPTEMBER  15,  2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                            MAHESH  JAYANARAYAN,  CEO

                                  1510  51  ST.
                                BROOKLYN  NY  11219
                                TEL:  718-435-5291
                                FAX:  718-972-6196

ITEM:  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

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

SIGNATURES

      Pursuant  to  the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

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

By:  /s/  Mahesh  Jayaranayan
CEO

SEPTEMBER  21,  2005

ITEM  9.01  EXHIBITS

PRIVATE  PLACEMENT  MEMORANDUM

 NEW  MEDIUM  ENTERPRISES,  INC
 NEVADA  CORPORATION

Price  Per  Share  $0.10  Cents  Per  Share

TOTAL  PRIVATE  OFFERING:
$750,000  USD

NEW  MEDIUM  ENTERPRISES,  INC.

195  The  Vale
London  W3  7QS
Tel:  020  8746  2018

September  15,  2005

An  Offering  of  up  to  7,500,000  Common  Shares  @  0.10  Cents  per  Share

An  Addendum  has  been  added to this Private Placement Memorandum as a special
condition.
Please  see  Schedule  1.

Total  Common  Shares  Offered  Price  Per  Share  Total  Proceeds
7,500,000             $0.10  Cents         $750,000

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 7,500,000 Common Shares on a "best efforts" basis. The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The offering price has been
determined  by  the  Company  based on the bid price as of $0.10 cents per share
(See  "RISK  FACTORS"  and  "TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION").

THESE  COMMON SHARES BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF 1933 (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS  DEFINED  IN  RULE 144 UNDER THE SECURITIES ACT. THE COMMON SHARES MAY NOT BE
OFFERED  FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE  AVAILABILITY  OF WHICH IS TO BE
ESTABLISHED  TO  THE  SATISFACTION  OF  THE  COMPANY.

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE,  THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS  MEMORANDUM.  ANY  REPRESENTATION  TO  THE  CONTRARY IS A CRIMINAL OFFENSE.

THESE  SECURITIES  INVOLVE SUBSTANTIAL RISKS AND IMMEDIATE SUBSTANTIAL DILUTION,
AND  SHOULD BE CONSIDERED ONLY BY THOSE PERSONS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE  INVESTMENT.

The  date  of  this  Memorandum  is  September  15,  2005.

(1)The  offering  is  being  sold  by  Company.

(2) Before  deducting  expenses of the offering for the Company's legal, filing,
accounting fees, printing costs, and other related offering costs payable by the
Company,  estimated  at  $2,000.

(3)The  offering is being conducted on a "best efforts" basis, with a maximum of
7,500,000 Common Shares for a gross subscription price of $750,000 available for
sale.

The Common Shares are offered by the Company subject to prior sale, when, as and
if delivered to a Subscriber, accepted by it, and subject to approval of certain
legal  matters by counsel. The Company reserves the right to withdraw, cancel or
modify  such  offer and to reject any order in whole or in part. Delivery of the
Common  Shares  will  be  made to investors promptly upon release from escrow of
Subscriber  funds.  This  offering  is  valid  for 15 days from the date of this
Memorandum  (unless  extended for up to an additional 15 days, in the discretion
of  the  Company),  unless  terminated  earlier  by  the Company. (See "TERMS OF
OFFERING  AND  PLAN  OF  DISTRIBUTION").

THE SHARES ARE CURRENTLY TRADED ON THE OTC BULLETIN BOARD UNDER THE SYMBOL NMEN.
IN  VIEW  OF THE SIGNIFICANT RISK FACTORS AND RESTRICTIONS OF TRANSFER DISCLOSED
HEREIN,  THE  ACQUISITION OF THE SHARES OFFERED HEREBY SHOULD BE CONSIDERED ONLY
BY  PERSONS  WHO  CAN  BEAR  THE  ECONOMIC  RISK  OF  THEIR  INVESTMENT.

THESE  SECURITIES  ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY  NOT  BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE LAW, THE
COMPANY'S  ARTICLES  OF  INCORPORATION  AND  THE  SUBSCRIPTION  AGREEMENT.

THIS  MEMORANDUM  DOES  NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER  TO  BUY  FROM  ANY  PERSON  IN  ANY  JURISDICTION IN WHICH SUCH OFFEROR'S
SOLICITATION  WOULD  BE  UNLAWFUL,  OR  IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION  IS  NOT  QUALIFIED TO DO SO, OR TO A PERSON TO WHOM IT UNLAWFUL TO
MAKE  SUCH  OFFER  OR  SOLICITATION.

THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF INVESTORS INTERESTED
IN  THE  PROPOSED  OFFERING OF THE SHARES AND CONSTITUTES AN OFFER TO AN OFFEREE
ONLY  IF  THIS  MEMORANDUM  IS  DELIVERED  TO  THE  OFFEREE  BY THE COMPANY. ANY
REPRODUCTION  OR DISTRIBUTION OF THIS MEMORANDUM (INCLUDING EXHIBITS HERETO), OR
RETRANSMITTAL  OF  ITS  CONTENTS,  IN  WHOLE  OR  IN  PART, OTHER THAN TO LEGAL,
BUSINESS  AND  TAX  ADVISORS  (WHO,  IN  TURN, MAY USE THE INFORMATION CONTAINED
HEREIN  SOLELY  FOR  PURPOSES  RELATED  TO SUCH OFFEREE'S INVESTMENT OR PROPOSED
INVESTMENT IN THE COMPANY), WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS
PROHIBITED.

THIS OFFERING IS BEING MADE IN THE UNITED STATES OR OFFSHORE IN RELIANCE UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE U.S. SECURITIES ACT AND THE REGULATIONS
THEREUNDER  FOR  AN  OFFER  AND  SALE OF SECURITIES THAT DO NOT INVOLVE A PUBLIC
OFFERING.  THE  SECURITIES  OFFERED  HEREBY  MAY  NOT  BE  TRANSFERRED,  SOLD OR
OTHERWISE  DISPOSED  OF,  EXCEPT  AS PERMITTED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE  STATE  SECURITIES  LAWS  PURSUANT  TO  REGISTRATION  OR  EXEMPTION
THEREFROM.

OFFERS  AND  SALES  WILL BE MADE TO PERSONS IN THE UNITED STATES OR OFFSHORE WHO
ARE  "ACCREDITED INVESTORS" WITHIN THE MEANING OF THE REGULATIONS UNDER THE U.S.
SECURITIES  ACT AND WHO ARE SOPHISTICATED IN BUSINESS AND FINANCIAL MATTERS, WHO
HAVE  THE  KNOWLEDGE  AND  EXPERIENCE  TO EVALUATE THE MERITS AND RISKS OF THEIR
INVESTMENT,  WHO  HAVE  SUBSTANTIAL  INCOME, WHO HAVE NO NEED FOR LIQUIDITY WITH
RESPECT  TO  THEIR INVESTMENT AND WHO CAN BEAR THE ILLIQUIDITY OF THE SECURITIES
OFFERED  HEREBY.

OFFERS AND SALES WILL ALSO BE MADE TO PERSONS OUTSIDE THE UNITED STATES WHO HAVE
THE  KNOWLEDGE  AND  EXPERIENCE  TO  EVALUATE  THE  MERITS  AND  RISKS  OF THEIR
INVESTMENT, WHO HAVE SUBSTANTIAL INCOME, AND WHO HAVE NO NEED FOR LIQUIDITY WITH
RESPECT  TO  THEIR INVESTMENT AND WHO CAN BEAR THE ILLIQUIDITY OF THE SECURITIES
OFFERED  HEREBY. SEE "RISK FACTORS" SECTION BELOW. PROSPECTIVE INVESTORS OUTSIDE
THE  UNITED  STATES WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT U.S. PERSONS
AND  ARE  NOT  ACQUIRING THE SHARES FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.

THIS  OFFERING IS OFFERED SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY
THE COMPANY WITHOUT NOTICE. THE COMPANY SERVES THE RIGHT, IN ITS SOLE DISCRETION
TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR TO ALLOT TO ANY
SUBSCRIBER  LESS  THAN  THE  NUMBER  OF  SHARES  SUBSCRIBED  FOR.

THIS  MEMORANDUM  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE  EXHIBITS HERETO.

NO  PERSON  OTHER  THAN  AS PROVIDED FOR HEREIN, HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR  TO  MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
MEMORANDUM IN CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH  INFORMATION  OR  REPRESENTATIONS  MUST  NOT  BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY  THE  COMPANY.

THIS  OFFERING  IS  MADE,  AND  SALES  OF SHARES WILL BE MADE UNDER REGULATION D
PROMULGATED  UNDER  THE  ACT.

THIS  MEMORANDUM  INCLUDES  CERTAIN  STATEMENTS,  ESTIMATES AND FORECASTS OF THE
COMPANY  WITH  RESPECT  TO THE ANTICIPATED FUTURE PERFORMANCE OF THE COMPANY AND
WITH  RESPECT  TO THE MARKETS OR PROSPECTIVE MARKETS FOR THE COMPANY'S PRODUCTS.
SUCH STATEMENTS RELY ON ASSUMPTIONS WHICH ASSUMPTIONS MAY OR MAY NOT PROVE TO BE
CORRECT.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY THE COMPANY
TO  BE  RELIABLE. NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF SUCH INFORMATION
OR  THAT  CIRCUMSTANCES  HAVE  NOT  CHANGED  SINCE THE DATE SUCH INFORMATION WAS
SUPPLIED.  THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF DOCUMENTS
RELATING TO THE PURCHASE OF SHARES. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE
AND  ARE  QUALIFIED  IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL
DOCUMENTS,  WHICH  ARE  AVAILABLE  UPON  REQUEST.

IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE THE SHARES TO SATISFY
HIMSELF  AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE
THE  UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY
REQUIRED  GOVERNMENTAL  OR  OTHER  CONSENTS  OR  OBSERVING  ANY OTHER APPLICABLE
FORMALITIES.

JURISDICTIONAL  NOTICES

FOR  CALIFORNIA  RESIDENTS

IT IS UNLAWFUL TO CONSUMMATE A SALE OF THE COMMON SHARES OR ANY INTEREST THEREIN
OR  TO  RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED
IN  THE  COMMISSIONER'S  RULES.

FOR  CONNECTICUT  RESIDENTS

THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  SECTION  36-485  OF  THE
CONNECTICUT  UNIFORM  SECURITIES ACT AND, THEREFORE, CANNOT BE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR THE SECURITIES ACT OF THE
STATE,  IF  SUCH  REGISTRATION  IS  REQUIRED,  OR  UNLESS AN EXEMPTION FROM SUCH
REGISTRATION  IS  AVAILABLE.

FOR  FLORIDA  RESIDENTS

THESE  SECURITIES  HAVE  NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT IN
RELIANCE  UPON EXEMPTION PROVISIONS CONTAINED THEREIN. ANY SALE MADE PURSUANT TO
SUCH  EXEMPTION  PROVISIONS  IS  VOIDABLE BY THE PURCHASER WITHIN THREE (3) DAYS
AFTER  THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER,
AN  AGENT  OF  THE ISSUER OR AN ESCROW AGENT. A WITHDRAWAL WITHIN SUCH THREE (3)
DAY  PERIOD  WILL  BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH
THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY
AT THE ADDRESS SET FORTH IN THIS INVESTMENT SUMMARY, INDICATING HIS INTENTION TO
WITHDRAW.

SUCH  LETTER  OR  TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED  THIRD  BUSINESS  DAY.  IT  IS  ADVISABLE  TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO  EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR
BY  TELEPHONE,  TO  AN  OFFICER  OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE
REQUEST  HAS  BEEN  RECEIVED  SHOULD  BE  REQUESTED.

FOR  NEW  YORK  RESIDENTS

THIS  CONFIDENTIAL  PRIVATE  PLACEMENT  MEMORANDUM  HAS NOT BEEN REVIEWED BY THE
ATTORNEY  GENERAL  OF  THE  STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY  GENERAL  OF  THE  STATE  OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS  OF  THIS  OFFERING.

FOR  NEW  JERSEY  RESIDENTS

THE  SECURITIES  OFFERED  HEREIN  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE
BUREAU  OF SECURITIES OF THE STATE OF NEW JERSEY NOR HAS THE BUREAU PASSED ON OR
ENDORSED  THE  MERITS  OF  THIS OFFERING. THE FILING OF THIS MEMORANDUM DOES NOT
CONSTITUTE  APPROVAL  OF  THE ISSUE OR SALE THEREOF BY THE BUREAU OF SECURITIES.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FOR  PENNSYLVANIA  RESIDENTS

IF  YOU  HAVE  ACCEPTED  AN  OFFER TO PURCHASE THE SECURITIES MADE PURSUANT TO A
MEMORANDUM  WHICH  CONTAINS  A  NOTICE  EXPLAINING  YOUR  RIGHT TO WITHDRAW YOUR
ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972
(70P.S  Section 1-297(m)), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE
FIRST  TIME  YOU  HAVE  RECEIVED A NOTICE AND A MEMORANDUM TO WITHDRAW FROM YOUR
PURCHASE  AGREEMENT  AND  RECEIVE  A FULL REFUND OF ALL MONIES PAID BY YOU. YOUR
WITHDRAWAL  WILL  BE  WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH
THIS  WITHDRAWAL,  YOU  NEED  ONLY  SEND  A  LETTER  OR  TELEGRAM TO THE COMPANY
INDICATING  YOUR  INTENTION  TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT
AND  POSTMARKED  PRIOR  TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF
YOU  ARE  SENDING  A  LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN
RECEIPT  REQUESTED,  TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME
WHEN  IT  WAS  MAILED.  SHOULD  YOU  MAKE THE REQUEST ORALLY, YOU SHOULD ASK FOR
WRITTEN  CONFIRMATION  THAT  YOUR  REQUEST  HAS  BEEN  RECEIVED.

FOR  RESIDENTS  OF  ALL  STATES

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED,  OR  THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED  AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF  SAID  ACT  AND  SUCH  LAWS.  THE  SECURITIES  ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND  MAY  NOT  BE  TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED  UNDER  SAID  ACT  AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE  AWARE  THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL  RISKS  OF  THIS  INVESTMENT  FOR  AN  INDEFINITE  PERIOD OF TIME. THE
SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION,  ANY  STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
NOR  HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION
TO  THE  CONTRARY  IS  UNLAWFUL.

PRIVATE  PLACEMENT  SUMMARY

The  following  summary  is  qualified  in  its  entirety  by  the more detailed
information  and  the  financial  statements appearing elsewhere in this Private
Placement  Memorandum.  Each  prospective investor is urged to read this Private
Placement  Memorandum  in  its  entirety
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.  As  a  result  of steadily declining market conditions
severely  impacting  the  markets for our CodeTrek proprietary 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.

DESCRIPTION  OF  OUR  BUSINESS

NME  was  founded  in August 1999 and has been trading on the OTC Bulletin Board
under  the  symbol  NMEN.OB.  In  January  2004,  NME  acquired  all  of the VMD
intellectual  property  assets.

NME  has  now moved its headquarters and centre of operations to the UK, where a
strong  management  team  has  been  assembled.  R&D  activities  will remain in
Ukraine,  Israel,  Germany,  UK,  China,  India,  USA  and  Russia.

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

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

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

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

 MARKET  OPPORTUNITY

Global  DVD  Market

Competing  technologies coming to market are blue laser based and although offer
higher  data  densities,  currently  provide  less storage capacity than VMD and
require  the  consumer  to buy new content and replace their DVD drive or player
with  expensive  and  proprietary  new  equipment.  These  systems by their very
nature,  also  offer  NO  backwards  compatibility  with  existing  DVD.

In  many  regions  of the world, the DVD type optical disc technologies have, or
are  gradually  becoming  the  dominant  consumer  storage and transport medium,
primarily  due  to their low cost of production, ready distribution and relative
longevity  and  reliability.

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

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

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

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

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

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

DVD  Players

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

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

OUR  COMPETITION:

Blue  Laser  Based  Technology

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

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

  Neither  technology  is  reverse  compatible  with  red laser DVD and both new
formats  require  consumers  to  replace  all  their existing players and discs.

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

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

USA  &  Europe

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

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

China

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

FORWARD  LOOKING  STATEMENT

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:

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

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

-.  our competitors' ability to successfully develop new technologies to satisfy
demand  for  data  storage;
-
..  difficulties  in  achieving sales, gross margin and operating expense targets
based  on  competitive  market  factors;
-
..  difficulties  in  competing successfully in the markets for new products with
established  and  emerging  competitors;

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

-
..  difficulties  in  forming  and  maintaining  successful  joint  venture
relationships;

..  difficulties  in  obtaining,  maintaining  and  using  intellectual  property
protections;
-
..  changes  in  data  storage  technological  protocols  and  standards;

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

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

-.  limited  operation  and  management  history;

-.  dependence  on  key  personnel;

-other  factors  discussed  in  this  8-K  Report

INTELLECTUAL  PROPERTY  PROTECTION:

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

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

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

GENERAL  RISKS:

With  the  acquisitions of the VMD business and intellectual property assets, We
are  subject  to  certain  risks  and  uncertainties.  In considering whether to
acquire  our  common  stock,  you  should  carefully  consider  the risk factors
described  below.  You  should consider these risk factors, together with all of
the  other information in this 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.

TECHNOLOGY  RISKS

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

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

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

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

We  have not yet generated any revenues from the sale of products. 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.

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

NEED  FOR  ADDITIONAL  CAPITAL:

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

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

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

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

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

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

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

We  believe  that  we have researched a substantial amount of technology for our
products  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.

BUSINESS  RISK:

DEPENDENCE  ON  KEY  PERSONNEL

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

In  order  to  succeed,  we depend upon our ability to attract and retain highly
qualified  technical and management personnel, including experts in the field of
optical  storage  technology  and  the  sciences  underlying such technology. We
cannot  assure  you  that  we  will  be able to attract and retain the qualified
personnel  we  need  for  the  business.  We have entered into an Agreement with
V-Tech,  LaDIS  and Silicone Valley Plc. for the research and development of the
prototypes  and Commercializing the Products. Should any of the required crucial
scientists  leave  V-Tech,  LaDIS  or  Silicone  Valley  Plc.  our  research and
development efforts and capabilities might be adversely impacted. A departure of
required  scientist  could delay our ability to successfully market or bring our
products  to  market.  Qualified scientists and other technical personnel are in
high  demand  and are often subject to competing offers. We face competition for
such  personnel  from  other  companies,  research  and  academic  institutions,
government  entities  and other organizations. We do not currently maintain "key
man" insurance for any personnel. We have attempted to retain our key personnel,
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 VMD technology. In the
future, it is possible that we, the joint ventures and licensees will have sales
to  one  or  a  small number of customers which equal ten percent or more of our
consolidated  revenues.  This  would subject us to depending on that supplier or
joint  venture partner, which could have an adverse effect on our company and on
the  price  of  our  shares.

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

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.

INDUSTRY  RISKS:

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

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

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

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

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

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.

DIRECTORS  AND  EXECUTIVE  OFFICERS

 Name,  Position

Rupert  Stow,  Chairman  &  Director
Mahesh  Jayanarayan,  President,  Chief  Executive  Officer  &  Director
Rahul  Diddi,  Director
Irene  Kuan,  Director
Barry  Williamson,  Director
Eugene  Levich,  Chief  Technical  Officer  &  Director
Alexander  Bolker-Hagerty,  Chief  Operations  Officer
INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

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

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

RAHUL  DIDDI,  DIRECTOR:  On  June  14,  2005  Mr.  Rahul Diddi was appointed as
Director  of  New  Medium  Enterprises,  Inc  and Chief Financial Officer of the
company  on  8th  August  2004  Mr.  Diddi has been self employed as a Financial
Advisor on Russian, Ukrainian, Kazakh and Indian capital markets since 1990. His
specialty  sectors  include  beer, tires, metals, energos (utilities) and second
tier  oil  and telecom stocks as well as high yield local currency sovereign and
corporate  debt  of  emerging market countries such as Ukraine, Russia, Romania,
Bulgaria  and  Serbia.  Rahul  maintains  active  relationships  with  several
Russia-oriented Institutional funds and strategic investors in these sectors and
has  worked  in  New  York  with  Russian  Investment  Banks  such  as  Sovlink,
CentreInvest,  and  US NASD brokerage house H. Rivkin & Company (1998-2004). Mr.
Diddi  worked  as a consultant on a US AID funded project (1994-95) advising the
Republic  of  Moldova  in  the  mass privatization of large enterprises. He also
worked  on  several  projects funded by The World Bank (Restructuring of a large
Electric  lamp  manufacturer  in  Moldova;  1996) and The Asian Development Bank
(Development  of  the  wool  industry  in  Kazakhstan;  1997). Rahul served as a
financial advisor to joint ventures established in the Former Soviet Union (such
as  GPX Construction Group of Pennsylvania). He worked as a financial advisor at
the  Austrian  Bank Creditanstalt Bankverein in New York (1990-1992) and advised
clients  such  as  Sheraton  ITT,  Transammonia  Corp.  and  others on hotel and
infrastructure (port) financings in Russia and Ukraine. Mr. Diddi was a graduate
fellow  at  Western  Michigan  University  (1984-85),  where he earned a Masters
degree  in Business Administration (MBA) in Finance (1985). He holds a M.S. with
distinction  (Mechanical  Engineering) from The Russian Friendship University in
Moscow,  Russia (1983). Prior to that he attended Punjab University in India and
was  awarded  a gold medal in mathematics. Rahul is fluent in Russian and served
as  the simultaneous interpreter for President Gorbachev at the Reagan-Gorbachev
Summit  in  Washington  DC  (1987;  C-SPAN  TV).

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

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

EUGENE LEVICH, DIRECTOR & CTO: On July 1, 2005, the Board of Directors appointed
Professor  Eugene  Levich  as  Chief  Technology Officer,(CTO) and on 5th August
2005, Eugene Levich, CTO has become a director of NME. From 2002-2005 Dr. Levich
has  been  an  independent  Consultant  to  several  companies  developing  new
generation  of  optical  storage based on multilayer concept. In 1999- 2002, Dr.
Levich  was  President  and Chairman of the Board of Directors of Constellation,
Inc.  Constellation 3D, a NASDAQ company, developed new generation technology of
optical  storage for application in consumer electronics (High Definition TV and
Digital  Cinema)  and  professional  storage  markets.  (From  2002  onward, the
development  of  fluorescent  based  storage  has  been  carried out by US based
company  D  Data  Inc.)

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

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

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

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.

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

Services  Period  Compensation

From:     To:     Fair  Market  Value     Price     Shares
8-99     10-01       $150,000     .03375     4,444,444
10-01     10-02         50,000     .025     2,000,000
10-02     12-03         62,000     .0559     1,112,000
1-04     5-09         67,500     .045     1,500,000

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, the previous 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, previous 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, previous 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

We  did  not  grant  any  stock  options  for  2002,  and  2003,  and  2004.

UNREGISTERED  SALES  OF  EQUITY  SECURITIES

On  June 14, 2005 the company received $400,000.38 investment from an accredited
Investor.  The  company  is issuing 5,804,594 common shares to the investor at a
price  of  $0.0689  cents  per  share.  The  shares  to be issued are restricted
Securities  as  the  term is defined in rule 144 of securities act. The investor
will  have the right to exercise 2,000,000 common shares at an exercise price of
$0.10  cents  per  share,  exercisable  within  180  days  from  June  9,  2005

On  September  1,  the  following  shares  have  been  allocated:
1. 1,000,000 (one million) shares have been allocated to directors of the board.
To  date  the  following  has  been  allocated  to:
a.  Mr.  Rupert  Stow  has  been  allocated  250,000  shares
b.  Mr.  Rahul  Diddi  has  been  allocated  250,000  shares
2. Mr. Mahesh Jayanarayan has been allocated 4,000,000 (four million) shares for
becoming  CEO,  of  which  1,000,000  (one  million)  to  be issued immediately,
1,000,000  (one  million) upon the completion of the Eros and E-World agreements
and  in raising a minimum of $3,000,000 in the next 180 days, and 2,000,000 (two
million)  over  3  (three)  years,  of  which:

a   667,000  shares  after  12  months
b   667,000  shares  after  24  months
c.  666,000  shares  after  36  months.

3.  Dr.  Eugene  Levich  has  been allocated 4,000,000 (four million) shares for
becoming  CTO  of New Medium Enterprises, of which 2,000,000 (two million) to be
issued  immediately  and 2,000,000 (two million) over 3 (three) years, of which:
a.  667,000  shares  after  12  months
b   667,000  shares  after  24  months
d.  666,000  shares  after  36  months

4.  Mr.  Andrew  Danenza has been allocated 2,000,000 (one million) shares to be
issued  immediately  for becoming Financial Consultant and Advisor to the Board.
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

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, the previous CEO.
Additionally  Hyman  Schwartz (a former director) owns 300,000 common shares. In
addition Ethel Schwartz owns 3,125,000 warrants underlying the 2001 stock option
plan,  and  Hyman  owns 625,000 of the warrants underlying the 2001 stock option
plan.  Hyman  is  Ethel's  spouse.

(3) (4) Ann Kallgren 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.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

As  of September 30, 2004 we have completed the initial first-generation product
prototype  of  prerecorded  120  mm  Red Laser 20GB VMD (Multilayer Video Disc),
providing  180  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format.  We  anticipate that in 2005 we will achieve six layers yielding 30GB of
storage  capacity  with  bit  rates  up  60 Mbs maximal, capable of playing High
Definition  content  for both HDTV and Digital Cinema on a single VMD Player. We
are  currently conducting a series of road shows across the globe to demonstrate
the  VMD  products  to  select  groups  at  various  times  and  locations to be
announced.  During  the  quarter  ending  12-31-2004,  the company completed the
development  of  the  VMD  product  from  its  prototype  stage.

The  company's  plans  for  2005-2007  include building cost-effective red laser
VMD-ROM and VMD-R (recordable) systems with up to 50GB storage capacity for HDTV
and  Digital Cinema. At the same time the company plans to begin developing Blue
Laser  VMD  with  200GB  capacity  on  each disc for high-end Digital Cinema and
Video-On-Demand  (VOD)  applications.

LIQUIDITY  &  CAPITAL  RESOURCES:

We  intend to meet our long-term liquidity needs through available cash and cash
flow as well as through additional financing from outside sources. We anticipate
raising  additional  funds from the possible exercise of outstanding warrants or
equity  financing  with private investors. As of December 31, 2004 no agreements
have  been  undertaken  to  obtain  any funding. The warrants are exercisable at
price  ranges  from $.25 per share to $1.50 per share. During the quarter ending
December  31,  2004,  Warrant  exercise  proceeds  amounted  to  $97,500.

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. In July 2004, the company
issued  an  additional  5,000,000 shares to an accredited investor. These shares
will  be  eligible  for  resale  pursuant  to  Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  demand  registration.

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

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

Since  the  acquisitions,  and  as  of  September  20,  2005  the directors are:
Irene  Kuan
Barry  Williamson
Eugene  Levich
Mahesh  Jayanarayan
Rahul  Diddi
Rupert  Stow

EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:

On  July  15,  2004,  the  Company  announced  successful  completion  of  its
first-generation  product  prototype  of  prerecorded  15GB VMD (Versatile Multi
Layer  Disco),  providing  150  minutes  of  High-Definition  (1920x1080p) Video
Content  in  MPEG-2  format.

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

On  August  4,  2004,  the  Company named Irene Kuan as Treasurer, and Chairman.

On  August 6, 2004 the Company entered into a Consulting Agreement with Business
Plans  Ltd.  for  consulting services pertaining to strategic planning, business
management,  marketing,  strategic alliances, and industry contacts. The company
paid  a fee of $75,000 and issued 875,000 common shares which shares are subject
to  demand  registration.

NON-CUMULATIVE  VOTING

The  holders  of  shares  of Common Stock of New Medium Enterprises, Inc. do not
have  cumulative voting rights, which means that the holders of more than 50% of
such  outstanding shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event the holders of the
remaining shares will not be able to elect any of New Medium Enterprises, Inc.'s
directors.

DIVIDENDS

The  payment by New Medium Enterprises, Inc. of dividends, if any, in the future
rests  within  the  discretion  of its Board of Directors and will depend, among
other  things,  upon  New  Medium  Enterprises,  Inc.'s  earnings,  its  capital
requirements and its financial condition, as well as other relevant factors. New
Medium  Enterprises,  Inc.  has  not  paid or declared any dividends. Due to New
Medium  Enterprises, Inc.'s present financial status and due to its contemplated
financial  requirements,  New  Medium  Enterprises, Inc. does not contemplate or
anticipate  paying  any dividends on its common stock in the foreseeable future.

TRANSFER  AGENT

New  Medium  Enterprise  transfer  agent is Old Monmouth Transfer Stock Transfer
Company,  230  Memorial  Parkway, Atlantic Highlands NJ 07716 Tel: 732-872-2727.

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

We  are located at 195 The Vale, London W3 7QS, England. Our telephone number is
020  8746  2018.  Our  Fax  Number  is  020  8749  8025.  Email  Address:
Shareholders@nmeinc.com.  Company  Home  Page  is www.nmeinc.com We file all our
reports  on  the Edgar Database of the SEC. You can access all of our filings on
www.sec.govEnter  New  Medium  Enterprises,  Inc.  All  of  our  filings  from
inception  are  posted  on  the  SEC  website.

TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION

TERMS  OF  OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 7,500,000 Common Shares on a "best efforts" basis. The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The share offering price is
$0.10  Per  Share.

In  the  event  that  the Shares are not sold within 15 days of the date of this
Memorandum, the Offering may be extended for up to an additional 15 days, at the
discretion  of  New  Medium  Enterprises,  Inc.

SUBSCRIPTION  DOCUMENTS  &  WIRE  TRANFER  OF  FUNDS

A  completed  and  signed subscription agreement must be faxed to the Company at
the  fax  number  below

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8746  2018
Fax:  020  8749  8025

The  subscription  document, when approved, will be returned to Subscriber's fax
number.  Hard  copies  to  follow  by  both  the  Subscriber  and  the  Company.

Proceeds  from  the  sale of shares shall be transmitted by wire transfer to the
Company  at  the  banking  coordinates  below:

HSBC  Bank  Plc,

The  Shares  are  offered by New Medium Enterprises, Inc. subject to prior sale,
when,  as  and  if  delivered  to and accepted by it, and subject to approval of
certain  legal  matters  by  counsel.  New Medium Enterprises, Inc. reserves the
right  to withdraw, cancel or modify such offer and to reject any offer in whole
or  in  part.  Delivery  of  the  Shares  will be made to investor promptly upon
receipt  of  signed  subscription  document  and  wire  transfer  of  funds.

In  order to subscribe to purchase the shares, a Subscription Agreement (Exhibit
1)  must  be  completed and the investor must deliver the Subscription Agreement
with a wire transfer of funds. Subscriptions may be rejected in whole or in part
by  New Medium Enterprises, Inc. Any subscriptions rejected shall be returned to
the  subscriber.  Any  funds received for subscriptions rejected by the Company,
will  be  promptly  returned  to  the  subscriber.

     INVESTOR  SUITABILITY  STANDARDS

Investment  in  the Shares involves a high degree of risk. (See "RISK FACTORS").
Accordingly,  investment  in the Shares is suitable only for persons of adequate
financial  means who have no need for liquidity with respect to their investment
and  have  sufficient net worth to sustain a complete loss with respect to their
investment.

Shares  will  be  sold  only  to  qualified  either meet any applicable investor
suitability standards imposed by the laws of their state of residence and/or are
accredited investors as defined in Rule 501 of Regulation D under the Securities
Act.  Some  states  may  require that the amount of an investor's investment not
exceed  10%  of  the  investor's net worth. In addition, each such investor must
have  such  knowledge and experience in financial and business matters that such
investor  is capable of evaluating the merits and risks of the investment in New
Medium  Enterprises, Inc., or is relying upon a qualified offeree representative
in  making  the  investment  decision.

Under  some  state  securities laws, suitability standards may be different from
the  foregoing.  To  assure  compliance  with  these  standards,  New  Medium
Enterprises, Inc. may require such written representations from each investor as
New  Medium  Enterprises,  Inc.  deems necessary or appropriate, including those
contained  in  the  Subscription  Agreement.  New  Medium Enterprises, Inc. will
further  require  that  each  investor  agree  to  indemnify and hold New Medium
Enterprises, Inc. harmless from any liability which may arise against New Medium
Enterprises, Inc. from or out of any misrepresentation by any investor. Any such
representations will be reviewed to determine the suitability of the prospective
investor,  and  New  Medium  Enterprises,  Inc.  has  the  right  to  refuse  a
subscription  of  Common  Shares  if,  in  its  sole  discretion,  New  Medium
Enterprises,  Inc.  believes  that  the  prospective  investor does not meet the
applicable  suitability  requirements  or  the  Common  Shares  are otherwise an
unsuitable  investment for the prospective investor. If any prospective investor
is  not  accepted  by  New  Medium Enterprises, Inc., any funds tendered by such
investor  will  be  returned  without  interest  thereon.  As  noted  above,
transferability  of  the Common Shares will be restricted. Once purchased by the
investor,  no  transfer  of the Common Shares will be affected unless New Medium
Enterprises,  Inc.  receives  an  opinion  of counsel satisfactory to New Medium
Enterprises,  Inc.,  to  the effect that such proposed transfer does not violate
any  state  or  federal  securities laws. In addition, under the laws of certain
states,  an  investor  may  transfer  Shares  only  to  persons who meet similar
standards,  and New Medium Enterprises, Inc. may require certain assurances that
such  standards  are  met.  Investors  should carefully read the requirements in
connection with restrictions relating to the transferability of shares set forth
in  the  Subscription  Agreement  and  elsewhere  in  this  Private  Placement
Memorandum.

Each  prospective investor should obtain the advice of such investor's attorney,
tax  consultant and business advisor with respect to the legal, tax and business
aspects  of  this  investment  prior  to  subscribing  for  Common  Shares.

     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

The  Articles  of  Incorporation  of  New  Medium  Enterprises,  Inc.  provide
indemnification  of  directors  and  officers  and other corporate agents to the
fullest  extent  permitted  pursuant  to  the  laws  of  Nevada. The Articles of
Incorporation  also  limit  the  personal  liability  of New Medium Enterprises,
Inc.'s directors to the fullest extent permitted by the Nevada Revised Statutes.
The  Nevada Revised Statutes contain provisions entitling directors and officers
of  New  Medium  Enterprises,  Inc.  to  indemnification  from judgments, fines,
amounts  paid  in settlement and reasonable expenses, including attorney's fees,
as the result of an action or proceeding in which they may be involved by reason
of  being  or having been a director or officer of New Medium Enterprises, Inc.,
provided  said  officers  or  directors  acted  in  good  faith.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be permitted to directors, officers or persons controlling New Medium
Enterprises, Inc. pursuant to the foregoing provisions, or otherwise, New Medium
Enterprises,  Inc.  has  been informed that in the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is  therefore  unenforceable.  In  the event that a claim for
indemnification  against  such liabilities (other than the payment by New Medium
Enterprises,  Inc.  of  expenses  incurred  or  paid  by  a director, officer or
controlling  person of New Medium Enterprises, Inc. in the successful defense of
any  action,  suit  or  proceeding)  is  asserted  by  such director, officer or
controlling  person  in  connection  with  the  securities being registered, New
Medium  Enterprises,  Inc. will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
EXHIBITS

Exhibit  1,  Subscription  Agreement
Exhibit  3  Annual  Audited  Report  for  Fiscal  Year  Ending  June  30,  2004.
Exhibit  3  Quarterly  Report  for  Period  Ending  12-31-2004

Schedule  1

The  Company  agreed  to  the  following:-

1)   Draw  down  the  subscription  of  $750,000  at $0.10 per share as follows:
-         initial  draw  down  of  $300,000
-         balance  of  $450,000  to  be  draw  down  at  $150,000  per  month

2)  Investor  has  right  to:
-   Withdraw  from  this  agreement  at any time after the initial investment of
$300,000.
-   Notice  period for such withdrawal to be 14 days prior to the draw down date
-   Request  a  monthly  update  of  the  progress  of  the  company.

3)  Should  NME  receive  a  substantial  funding  or  a  Nasdaq  listing  or be
acquired  by
another  company,  NME has the right to delay the acceptance of funding from the
investor.

4) Despite any withdrawal, the investor retains the right to exercise his rights
to  acquire  the balance of the shares subscribed for, and not yet paid for, for
the  agreed  price  ($0.10)  under  the terms of the subscription agreement. The
investor  must in such case give notice of his intentions to exercise his rights
to  acquire  shares  within  six  months  of  this  agreement.

              NEW  MEDIUM  ENTERPRISES,  INC.  (A  Nevada  Corporation)

                    Confidential  Private  Placement  Memorandum

                             SUBSCRIPTION  DOCUMENTS

                               September  20,  2005

In  the  event  you decide not to participate in this Offering please return the
Confidential  Placement  Memorandum  and  the  Subscription  Documents  to  the
principal  office  of  the  Company  as  set  forth  below.

New  Medium  Enterprises,  Inc.

195  The  Vale
London  W3  7QS
Tel:  020  8749  9955
Fax:  020  8749  8025

SUBSCRIPTION  DOCUMENTS

Page

INSTRUCTIONS  FOR  SUBSCRIBING              2
SUBSCRIPTION  AGREEMENT                       5
PROSPECTIVE  PURCHASER  QUESTIONNAIRE     22

INSTRUCTIONS  FOR  SUBSCRIBING

NO  PERSON  WILL  BE ACCEPTED AS A PURCHASER PRIOR TO A CLOSING OF THE OFFERING.
THE  COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART,
OR  TO  ALLOT  ANY  PROSPECTIVE  PURCHASER FEWER THAN THE NUMBER OF COMMON SHARS
SUBSCRIBED FOR BY SUCH PROSPECTIVE PURCHASER. ANY REPRESENTATION TO THE CONTRARY
IS  UNAUTHORIZED  AND  MAY  NOT  BE  RELIED  UPON.

Please  read the Subscription Agreement carefully. In order to subscribe for the
Common  Shares  you  must:

1.  Initial  the  appropriate  box(es)  in  the Subscription Agreement under the
Sections  "For  Accredited Investors" or "For Qualified Institutional Buyers" on
pages  10  through  15.

2.  Initial  the appropriate boxes in the Subscription Agreement on pages 17- 19
and  20  and  complete  item  19(b)(2)  (if  applicable)  and  item  19(c).

3.  Sign  and  complete the appropriate signature page. If you are a resident of
Pennsylvania,  you  must  also  append  your  signature  in  the  place provided
immediately  below  paragraph 15(b) on page 16 of the Subscription Agreement ete
pages  22-30  of  the  PROSPECTIVE  PURCHASER  QUESTIONNAIRE,  and  sign  on
pages  26,  27,  28  and  29  of  the  Questionnaire,  as  applicable.

6.     Return  the  above  materials  along  with  payment  for  the
amount  of  your  Subscription  to  the  Company  at  the  address:
followi         New  Medium  Enterprises,  Inc.
                195  The  Vale  London  W3  7QS
                Tel:  020  8749  9955
                Fax:020  8749  8025

     Wire  transfers  should  be  coordinated  in  advance  of  transmission.

A  completed  and  signed subscription agreement must be faxed to the Company at
the  fax  number  below:

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8749  9955
Fax:  020  8749  8025

The  subscription  document, when approved, will be returned to Subscriber's fax
number.  Hard  copies  to  follow  by  both  the  Subscriber  and  the  Company.
Proceeds  from  the  sale of shares shall be transmitted by wire transfer to the
Company  at  the  banking  coordinates  below:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.  (details  as  per  page 5, item

7.  Each  prospective  purchaser  may  be  required  to  provide  such
additional
information  as the Company shall reasonably request. In this connection, please
note

(a)     A  partnership  may be required to provide a copy, among other items, of
its
Partnership Agreement, as amended, as well as all other documents that authorize
the  partnership  to  invest  in  the  Common  Shares.

(b)A  corporation  may  be required to provide a copy, among other items, of its
 Articles  of  Incorporation  and  amended,  in  effect  as  well  as  all other
documents
that  authorize  the  corporation  to  invest  in  the  Common  Shares.

(c)     A  trust  may  be  required to provide a copy, among other items, of its
 Declaration  of  Trust  or other governing instrument,amended, as well as other
 documents  that  authorize  the  trust  to  invest  in  the  Common  Shares.

SUBSCRIPTION  AGREEMENT

NOTE:     ONE  COMPLETED  AND  EXECUTED  COPY  OF  THIS  SUBSCRIPTION  AGREEMENT
ACCOMPANIED
BY  PAYMENT FOR THE AMOUNT OF YOUR SUBSCRIPTION, MUST BE RETURNED TO: NEW MEDIUM
ENTERPRISES,  INC.  195  The  Vale,  London  W3  7QS  FAX  :  020  8749  8025.

     Name  of  Subscriber:  _Aria  Life  Interest  Trust___________
U.S.  Social  Security  No.:_______________________________
Address:  ___Geneva______________________________________
________________________________________________________
Telephone:  ____________________  Fax:  ___________________
     Number  of  A  Common  Shares  Subscribed:__
     Number  of  B  Common  Shares  Subscribed:___________________

     SUBSCRIPTION  AGREEMENT

Gentlemen:

1  Subscription.  The  undersigned,  intending  to  be  legally  bound,  hereby
irrevocably  agrees  to  purchase  from  New  Medium  Enterprises,  Inc.  (the
"Company"),  a  Nevada  corporation, the number of Common Shares set forth below
and  on the signature page hereof (page 21), whereby shares are offered at $0.15
(cents)  per  share.  This  Subscription  Agreement and the Confidential Private
Placement  Memorandum  dated  September  20,  2005, together with any amendments
thereto  relates  to  an offering of 5,000,000 Common Shares @ $0.15 (cents) per
Share.  The  Common  Shares,  are  referred  to  herein  as  the  "Securities".

2. Payment:  Funds  shall  be wire transferred to the Company at the coordinates
below:
         HSBC  Bank  Plc,

3. Subscription  one  or  more  Closings.payments  of  prospective investors who
become  shareholders  of  the  Company  will  be  transferred  to the Company at

4.Acceptance  of  Subscription/Recission. The undersigned understands and agrees
that  the  Company in its sole discretion reserves the right to accept or reject
this  or  any  other  subscription  for  Common  Shares  in  whole  or  in part,
notwithstanding  prior  receipt by the undersigned of a notice of acceptance. If
this  subscription  is  rejected by the Company in whole or in part, the Company
shall  promptly  return  all  funds  received  from  the  undersigned  and  this
Subscription  Agreement  shall  thereafter  be of no further force or effect. In
addition  to any other rights granted to the Subscriber or available under State
law,  in  the  event  the Subscriber has delivered funds to the Company prior to
receipt  of  the  Private Placement Memorandum (PPM) by the Subscriber, then the
Subscriber  is  granted  72  hours  from  the receipt of the (PPM) to revoke the
subscription  and  receive  back  without  deduction  the  entire  amount  of
subscription  funds  delivered  to  the  Company.

5.Representations  and  Warranties.  The  undersigned  hereby  acknowledges,
represents  and  warrants  to,  and  agrees  with,  the Company, as follows: (a)
the
undersigned  understands  that  the  offering  and sale of the Common Shares are
intended  to  be  exempt from registration under the Securities Act of 1933 (the
"Securities  Act"),  by  virtue  of  Section  4(2) of the Securities Act and the
provisions  of  Regulation D promulgated thereunder, and in accordance therewith
and  in  furtherance thereof, the undersigned represents and warrants and agrees
as  follows:

(1)The  undersigned  and/or  the  undersigned's adviser(s) has/have received the
PPM
has/have  carefully  reviewed  it  and  understand(s)  the information contained
therein;

      (2)The  undersigned  acknowledges  that  all documents, records, and books
pertaining
to  this  investment  (including,  without limitation, the Memorandum) have been
made
available  for  inspection  by  the  undersigned,  the  undersigned's  attorney,
accountant
 or  adviser(s);

(3)The undersigned and/or the undersigned's adviser(s) has/have had a reasonable
opportunity  to ask questions of receive answers from a person or persons acting
on  behalf  of  the Company concerning the Offering of the Common Shares and all
such  questions  have been answered to the full satisfaction of the undersigned;

(4)No  oral  or  written  representations have been made other than as stated in
the  PPM  and  no oral or written information furnished to the undersigned or to
the  undersigned's  adviser(s)  in  connection  with  the Offering of the Common
Shares  were  in  any  way  inconsistent with the information stated in the PPM.

(5)The  undersigned  is  not  subscribing  for  Common  Shares as a result of or
subsequent  to  any  advertisement,  article,  notice  or  other  communication
published  in  any  newspaper,  magazine,  or  similar  media  or broadcast over
television or radio, or presented at any seminar or meeting, or any solicitation
of  a  subscription  by  a  person  other  than  the  Company in connection with
investments  in  securities  generally;

(6)If  the  undersigned is a natural person, the undersigned has reached the age
of majority in the state in which the undersigned resides, has adequate means of
providing  for  the  undersigned's current financial needs and contingencies, is
able  to  bear  the  substantial  economic  risks of an investment in the Common
Shares  for  an  indefinite  period  of  time, has no need for liquidity in such
investment,  and,  at  the  present  time,  could afford a complete loss of such
investment;

(7) The  undersigned  or the undersigned's purchaser representative, as the case
may  be,  has  such  knowledge  and  experience  in financial, tax, and business
matters  so  as  to  enable  the  undersigned  to  utilize  the information made
available  to the undersigned in connection with the Offering of the Securities,
to evaluate the merits and risks of an investment in the Securities, and to make
an  informed  investment  decision  with  respect  thereto;

(8)The  undersigned  is  not  relying on the Company with respect to the tax and
other  economic  considerations  of  an  investment;

(9) The  undersigned  understands  that  the Securities have not been registered
under  the  Act by reason of a claimed exemption under the provisions of the Act
which  depends,  in  part,  upon the undersigned's investment intention. In this
connection, the undersigned hereby represents that the undersigned is purchasing
the  Securities  for the undersigned's own account for investment and not with a
view  toward  the  resale  or  distribution  to  others.

10)The  undersigned  understands  that  the shares of the Company are trading on
the  OTC  Bulletin  Board,  and  the shares have historically had a low level of
trading volume. The undersigned understands that even if there is an increase in
trading  volume  ,  Rule  144  promulgated  under  the Act requires, among other
conditions,  a  two-year holding period prior to the resale (in limited amounts)
of  securities  acquired  in a non-public offering without having to satisfy the
registration  requirements under the Act. The undersigned understands and hereby
acknowledges  that the Corporation is under no obligation to register the Common
Shares  or  any of the Securities under the Act or any state securities or "blue
sky"  laws  other than as expressly set forth in the Memorandum. The undersigned
consents  that  the  Corporation  may, if it desires, permit the transfer of the
Securities  comprising the Common Shares out of the undersigned's name only when
the  undersigned's  request for transfer is accompanied by an opinion of counsel
reasonably  satisfactory  to  the  Corporation  that  neither  the  sale nor the
proposed  transfer  results  in  a  violation of the Act or any applicable state
"blue  sky"  laws  (collectively,  "Securities Laws"). The undersigned agrees to
hold  the  Corporation  and  its directors, officers and controlling persons and
their  respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result  of any misrepresentation made by the undersigned contained herein or any
sale  or  distribution  by  the  Subscriber in violation of the Securities Laws.

(11)     The  undersigned  consents  to  the  placement  of  a  legend  on  any
certificate  or
other  document  evidencing  the  Securities  that such Securities have not been
registered  under the Act or any state securities or "blue sky" laws and setting
forth  or  referring  to  the  restrictions  on transferability and sale thereof
contained  in this Agreement. The undersigned is aware that the Corporation will
make  a  notation in its appropriate records with respect to the restrictions on
the  transferability  of  the  Securities.

(12)     The  undersigned  understands  that  the  Corporation  will review this
Agreement
and  is  hereby given authority by the undersigned to call undersigned's bank or
place  of  employment  or  otherwise  review  the  financial  standing  of  the
undersigned;  and  it  is  further  agreed  that  the  Corporation  reserves the
unrestricted  right to reject or limit any subscription, to accept subscriptions
for fractional Common Shares and to close the Offering to the undersigned at any
time.

(13)     The  undersigned  hereby  represents  that  the  address  of  the
undersigned
furnished  by  the undersigned on the signature page hereof is the undersigned's
principal  residence  if  the  undersigned  is  an  individual  or its principal
business  address  if  it  is  a  corporation  or  other  entity.

(14)     The  undersigned  acknowledges  that  if  he  is  a  Registered
Representative  of
an  NASD  member  firm, he must give such firm the notice required by the NASD's
Rules  of  Fair  Practice, receipt of which must be acknowledged by such firm in
Section  14  below.

(15) The  undersigned recognizes that the Company has that it has a very limited
financial  and  operating  history  and  that investment in the Company involves
substantial  risks,  including loss of the entire amount of such investment, and
has  taken  full  cognizance  of and understands all of the risks related to the
purchase  of  the  Common  Shares.

(16) The  undersigned acknowledges that each certificate representing Securities
shall  be  stamped  or  otherwise  imprinted  with a legend substantially in the
following  form:

"The  securities  presented hereby have not been registered under the Securities
Act  of 1933, as amended or any state securities laws and neither the securities
nor  any  interest  therein  may  be  offered,  sold,  transferred,  pledged, or
otherwise  disposed  of  except  pursuant to an effective registration statement
under  such act or such laws or unless an exemption from registration under such
act  and  such laws, in the opinion of counsel for the holder (which counsel and
opinion  are reasonably satisfactory to counsel for this Company) is available."

(b) The undersigned meets the requirements of one of the subparagraphs listed in
subparagraph (c) or (d) below as of the date of this Subscription Agreement, and
if  there  is any material change in such status prior to the sale of the Common
Shares,  the  undersigned  will  immediately  furnish  such revised or corrected
information  to  the  Company.

(17)  The  undersigned acknowledges receipt of the Private Placement Memorandum,
along  with  Exhibits, 1, 2, and 3. The undersigned acknowledges that he has had
the  opportunity  to  read  the  PPM and review the exhibits and consult with an
attorney.  The  undersigned acknowledges that he has been given access to all of
the  company's  filings  on  Edgar,  by  viewing  the  Company's  filings on the
Company's  designated  page  on  the  Edgar  database,  accessed at www.sec.gov,
Company  Name:  New  Medium  Enterprises,  Inc.  (www.nmeinc.com).

[Please  insert  your  initials  in  the  appropriate  space  to the description
applicable  to  you]

          (c)     FOR  ACCREDITED  INVESTORS

____(1)  A  natural  person  who  has individual income of more than $200,000 in
each  of  the most recent two years or joint income with that person's spouse in
excess  of  $300,000  in  each  of  the most recent two years and who reasonably
expects  to reach that same income level for the current year. For this purpose,
"individual income" means adjusted gross income, as reported by a federal income
tax purposes, less any income attributable to a spouse or to property owned by a
spouse,  (A)  increased by the individual's share (and not a spouse's share) of:
(1)  the  amount  of  any  tax  exempt  interest  income  received,  (2) amounts
contributed  to  an  IRA  or Keogh retirement plan (3) alimony paid, and (4) the
excluded  portion  of  any  long-term  capital  gains, and (B) adjusted, plus or
minus, for any non-cash loss or gain, respectively, reported for federal income;

____     (2)  A  natural  person  whose individual net worth, or joint net worth
with
that  person's spouse, is in excess of $1,000,000. For this purpose, "net worth"
means  the  excess  of  total  assets  at  fair market value, including home and
personal property, over total liabilities, provided, however, for the purpose of
determining a person's net worth, the principal residence owned by an individual
shall  be  valued  at  cost,  including the cost of improvements, net of current
encumbrances  upon  the  property  or valued on the basis of a written appraisal
used  by  an institutional lender making a loan secured by the property. For the
purposes  of  this  provisions, "institutional lender" means a bank, savings and
loan company, industrial loan company, credit union, personal property broker or
a  company  whose  principal  business is as a lender upon loans secured by real
property  and  which  has  such  loans receivable in the amount of $2,000,000 or
more.  Any  person  relying on the appraised value of a principal residence must
deliver  to  the Company, at or prior to the date of execution hereof, a copy of
such  appraisal;

___(3)  A  trust, with total assets in excess of $5,000,000, which is not formed
for the purpose of acquiring the Common Shares and whose purchase is directed by
a  person  who  has  such knowledge and experience in financial business matters
that  such person is capable of evaluating the risks and merits of an investment
in  the  Common  Shares;

____(4)  A bank as defined in Section 3(a)(2) of the Securities Act or a savings
and  loan  association  or other institution as defined in Section 3(a)(5)(A) of
the  Securities  Act  whether  acting in its individual or fiduciary capacity; a
broker  or  dealer  registered pursuant to Section 15 of the Securities Exchange
Act  of 1934; an insurance company as defined in Section 2(13) of the Securities
Act;  an investment company registered under the Investment Company Act of 1940;
or  a  business  development  company  as  defined  in  Section  2(a)(48) of the
Investment  Company Act of 1940; a small business investment company licensed by
the  U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business  Investment  Act of 1958; a plan established and maintained by a state,
its  political  subdivisions,  or an agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets  in  excess of $5,000,000; or an employee benefit plan within the meaning
of  Title  I  of  the  Employee  Retirement  Income Security Act of 1974, if the
investment  decision is made by a plan fiduciary, as defined in Section 3(21) of
the  Employee  Retirement  Income  Security Act of 1974, which is either a bank,
savings  and  loan  association,  insurance  company,  or  registered investment
adviser,  or  if  the  employee  benefit  plan  has  total  assets  in excess of
$5,000,000  or,  if  the  employee  benefit plan is a self-directed plan and the
investment  decision  is  made  solely  by persons who are accredited investors;
N/A     (5)  A private business development company as defined in Section 202(a)
(22)  of  the  Investment  Advisers  Act  of  1940;

N/A     (6)  An  organization  described  in  Section  501(c)(3) of the Internal
Revenue
Code  of  1986,  as  amended,  a  corporation, Massachusetts or similar business
trust,  or  partnership,  not  formed  for the specific purpose of acquiring the
Common  Shares  with  total  assets  in  excess  of  $5,000,000;

N/A     (7)  A  director  or  executive  officer  of  the  Company;

or

N/A (8)  An entity in which all of the equity owners meet the requirements of at
least  one  of  the  above  subparagraphs  for  accredited  investors.

(d)     FOR  QUALIFIED  INSTITUTIONAL  BUYERS

N/A (1)  An insurance company as defined in Section 2(13) of the Securities Act,
acting  for  its  own  account  or the accounts of other qualified institutional
buyers  which,  in  the  aggregate,  owns or invests on a discretionary basis at
least  $100  million  in  securities of issuers that are not affiliated with it;

N/A (2)  An  investment  company  registered under the Investment Company Act of
1940  (the  "Investment  Company  Act")  or  any business development company as
defined  in  Section  2(a)(48)  of  that  Act, acting for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A (3)  A Small Business Investment Company licensed by the U.S. Small Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of  1958,  acting  for  its  own  account  or  the  accounts  of other qualified
institutional buyers which, in the aggregate, owns or invests on a discretionary
basis  at  least  $100  million in securities of issuers that are not affiliated
with  it;

N/A     (4)  A  plan  established  and  maintained  by  a  state,  its
political
subdivisions,  or  any  agency  or  instrumentality  of a state or its political
subdivisions,  for the benefit of its employees, aggregate, owns or invests on a
discretionary  basis at least $100 million in securities of issuers that are not
affiliated  with  it;

N/A  (5)  An employee benefit plan within the meaning of Title I of the Employee
Retirement  Income  Security  Act  of  1974,  acting  for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A  (6)  A business development company as defined in Section 202(a)(22) of the
Investment  Adviser  Act  of 1940, acting for its own account or the accounts of
other qualified institutional buyers which, in the aggregate, owns or invests on
a  discretionary  basis  at least $100 million in securities of issuers that are
not  affiliated  with  it;

N/A  (7)  An organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, a corporation (other than a bank as defined in Section
3(a)(2)  of  the  Securities  Act  or  a  savings  and loan association or other
institution  referenced in Section 3(a)(5)(A) of the Securities Act or a foreign
bank  or savings and loan association or equivalent institution, partnership, or
Massachusetts  or  similar  business  trust,  acting  for its own account or the
accounts  of  other qualified institutional buyers which, in the aggregate, owns
or  invests  on  a  discretionary  basis  at least $100 million in securities of
issuers  that  are  not  affiliated  with  it;

N/A (8)  An  investment  adviser registered under the Investment Advisers Act of
1940,  acting  for  its  own  account  or  the  accounts  of  other  qualified
institutional buyers which, in the aggregate, owns or invests on a discretionary
basis  at  least  $100  million in securities of issuers that are not affiliated
with  it;

N/A (9)  A dealer registered pursuant to Section 15 of the Exchange Act or 1934,
acting  for  its  own  account  or the accounts of other qualified institutional
buyers,  which,  in  the aggregate, owns and invests on a discretionary basis at
least  $10  million  of  securities  of issuers that are not affiliated with the
dealer,  provided  that securities constituting the whole or a part of an unsold
allotment  to  or subscription by a dealer as a participant in a public offering
shall  not  be  deemed  to  be  owned  by  such  dealer;

N/A (10)  A  dealer registered pursuant to Section 15 of the Securities Exchange
Act  of 1934 acting in a riskless principal transaction on behalf of a qualified
institutional  buyer;

N/A (11)  An  investment  company  registered  under the Investment Company Act,
acting for its own account or for the accounts of other qualified institutional,
that is part of a family of investment companies which own, in the aggregate, at
least  $100  million  in  securities  of  issuers,  other  than issuers that are
affiliated  with the investment company or are part of such family of investment
companies.  "Family  of  investment  companies" means any two or more investment
companies  registered  under  the  Investment  Company  Act (except for a Common
Shares  investment  trust whose assets consist solely of Common Shares of one or
more registered investment companies) that have the same investment adviser (or,
in  the  case  of Common Shares investment trusts, the same depositor), provided
that  for  purposes  of  this  paragraph  (11);

(A) Each  series  of  a  series  company  (as  defined  in  Rule 18f-2 under the
Investment Company Act) shall be deemed to be a separate investment company; and

(B) Investment companies shall be deemed to have the same adviser (or depositor)
if  their  adviser  (or  depositors) are majority-owned subsidiaries of the same
parent,  or  if  one  investment  company's  adviser  (or  depositor)  is  a
majority-owned  subsidiary  of  the  other  investment  company's  adviser  (or
depositor).

N/A  (12)  An  entity,  all  of  the  equity  owners  of  which  are  qualified
institutional  buyers,  acting  for  its  own  account  or the accounts of other
qualified  institutional  buyers;  and

N/A (13) A bank as defined in section 3(a)(2) of the Securities Act, savings and
loan association or other institution as referenced in Section 3(a)(5)(A) of the
Securities  Act,  or  foreign bank or savings and loan association or equivalent
institution,  acting  for  its  own  account  or the accounts of other qualified
institutional  buyers,  which,  in  the  aggregate,  owns  and  invests  on  a
discretionary  basis at least $100 million in securities of issuers that are not
affiliated  with it and that has an audited net worth of at least $25 million as
demonstrated  in  its  latest annual financial statements, as of a date not more
than  16  months  preceding  the date of execution hereof, in the case of a U.S.
bank  or savings and loan association, and not more than 18 months preceding the
date  of  execution  hereof,  in  the case of a foreign bank or savings and loan
association  or  equivalent  institution.

(e) The  undersigned's  overall  commitment to investments which are not readily
marketable  is  reasonable  in  relation  to  the  undersigned's  net  worth.

(f) The undersigned hereby agrees to provide such information and to execute and
deliver such documents as may reasonably be necessary to comply with any and all
laws  and  ordinances  to  which  the  Company  is  subject,  including  without
limitation,  such  additional  information as the Company or the Placement Agent
may  deem  appropriate  with  regard  to  the  undersigned's  suitability.

____     (14)  NASD  Affiliation.

Are  you  affiliated  or associated with an NASD member firm (please check one):

Yes______               No__X___

If  Yes,  please  described:

_________________________________________________________

_________________________________________________________

_________________________________________________________
*  If  undersigned is a Registered Representative with an NASD member firm, have
the  following  acknowledgement  signed  by  the  appropriate  party:

The  undersigned NASD member firm acknowledges receipt of the notice required by
Article  3,  Sections  28(a)  and  (b)  of  the  Rules  of  Fair  Practice.

_____________________________________
Name  of  NASD  Member  Firm

By:__________________________________
Authorized  Officer

Date:________________________________

The  undersigned  is  informed  of  the  significance  to  you  of the foregoing
representations  and  answers  contained  in  the  undersigned  representations
contained  in  this  Paragraph  5  and such answers have been provided under the
assumption  that  the  Corporation  will  rely  on  them.

(g)     The  undersigned  acknowledges:

(1)  That the undersigned is aware that investment in the Common Shares involves
a  number  of  very significant risks, and has carefully read and considered the
matters  set  forth  under  the  caption  "Risk  Factors"  in  the  Memorandum;

(2)  In  making  an  investment  decision  the  undersigned  has  relied  on the
undersigned's  own  examination  of  the  Company and the terms of the Offering,
including  the  merits  and  risks  involved.  These Common Shares have not been
recommended  by  any  federal  or  state  securities  commission  or  regulatory
authority.  Furthermore,  the  foregoing  authorities  have  not  confirmed  the
accuracy  or  determined  the  adequacy  of the Memorandum or this document. Any
representation  to  the  contrary  is  a  criminal  offense.

(3)  The  undersigned,  if  executing  this  Subscription  Agreement  in  a
representative  or  fiduciary  capacity, has full power and authority to execute
and  deliver  this  Subscription Agreement in such capacity and on behalf of the
subscribing  individual, ward, partnership, trust, estate, corporation, or other
entity  for  whom  the undersigned is executing this Subscription Agreement, and
such  individual, ward, partnership, trust, estate, corporation, or other entity
has  full right and power to perform pursuant to this Subscription Agreement and
make  an  investment  in  the  Company;  and

(4) The representations, warranties, and agreements of the undersigned contained
herein  and  in  any other writing delivered in connection with the transactions
contemplated  hereby  shall be true and correct in all respects on and as of the
date  of  the sale of the Common Shares as if made on and of such date and shall
survive  the  execution  and  delivery  of  this  Subscription Agreement and the
purchase  of  the  Common  Shares.

6.  Indemnification.  The  undersigned agrees to indemnify and hold harmless the
Company,  the  Placement  Agent,  the  Selected  Dealers  and  their  respective
officers, directors, agents, and affiliates against any and all loss, liability,
claim,  damage,  and  expense whatsoever (including, but not limited to, any and
all  expenses  reasonably  incurred  in  investigating,  preparing, or defending
against  any litigation commenced or threatened or any claim whatsoever) arising
out  of  or based upon any false representation or warranty or breach or failure
by  the  undersigned  to  comply  with  any  covenant  or  agreement made by the
undersigned  herein or in any other document furnished by the undersigned to any
of  the  foregoing  in  connection  with  this  transaction.

7.  Irrevocability;  Binding  Effect.  The  undersigned  hereby acknowledges and
agrees  that the subscription hereunder is irrevocable by the undersigned, that,
except as required by law, the undersigned is not entitled to cancel, terminate,
revoke  this  Subscription  Agreement  or  any  agreements  of  the  undersigned
hereunder, and shall be binding upon and inure to the benefit of the parties and
their  heirs,  executors, administrators, successors, legal representatives, and
permitted  assigns.  If the undersigned is more than one person, the obligations
of  the  undersigned  hereunder  shall  be joint and several and the agreements,
representations,  warranties,  and  acknowledgments  herein  contained  shall be
deemed  to  be  made  by and be binding upon each such person and his/her heirs,
executors,  administrators,  successors,  legal  representatives,  and permitted
assigns.

8. Modification.  Neither  this Subscription Agreement nor any provisions hereof
shall  be waived, modified, discharged, or terminated except by an instrument in
writing  signed  by  the  party  against  whom  any  such  waiver, modification,
discharge,  or  termination  is  sought.

9. Notices.  Any notice or other communication required or permitted to be given
hereunder  shall  be  in  writing  and  shall  be personally delivered or deemed
delivered  the third business day after being mailed by first class mail, to the
party  to  receive same (a) if to the Company, to New Medium Enterprises, Inc. ,
195  The  Vale,  London W3 7QS, or (b) if to the undersigned, at the address set
forth on the signature page hereof (or, in either case, to such other address as
the  party  shall have furnished in writing in accordance with the provisions of
this Section 9). Any notice or other communication given by certified mail shall
be  deemed  given  at  the  time  of  receipt  thereof.

10.     Assignability.   This  Shares  transferable  and  assignable.

11. Applicable  Law. Notwithstanding the place where this Subscription Agreement
may  be  executed by any of the parties hereto, the parties expressly agree that
all  of  the  terms and provisions hereof except by operation of law and laws of
decent  shall  be construed in accordance with the laws of the State of New York
without  regard  to  principles  of  conflicts  of  law  and any dispute brought
hereunder  shall  be  brought  in a Federal or State court located in either the
Southern  or  Eastern  Districts  of  New  York.

12. Upon  the  execution  and delivery of this Agreement by the Subscriber, this
Agreement  shall  become  a binding obligation of the Subscriber with respect to
the purchase of Common Shares as herein provided; subject, however, to the right
hereby  reserved to the Corporation to enter into the same agreements with other
subscribers  and  to  add  and/or  delete  other  persons  as  subscribers.

13. It  is  agreed that a waiver by either party of a breach of any provision of
this Agreement shall not operate, or be construed, as a waiver of any subsequent
breach  by  that  same  party.

14. The  parties  agree  to  execute  and  deliver  all  such further documents,
agreements  and  instruments  and  take  such other and further action as may be
necessary  or appropriate to carry out the purpose and intent of this Agreement.

15. State Securities Laws. Subscribers who reside in CALIFORNIA, PENNSYLVANIA or
MASSACHUSETTS  also  agree  and  represent  as  follows:

(a) THE  UNDERSIGNED,  IF  A  CALIFORNIA  RESIDENT,  REPRESENTS  THAT:  (1)  THE
UNDERSIGNED  OR  THE  UNDERSIGNED'S  PROFESSIONAL  ADVISER  CAN  PROTECT  THE
UNDERSIGNED'S  INTEREST IN CONNECTION WITH THIS TRANSACTION; (2) THE UNDERSIGNED
IS ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT OR (3) THIS INVESTMENT DOES
NOT  EXCEED 10% OF SUCH PERSON'S NET WORTH OR JOINT NET WORTH WITH SUCH PERSON'S
SPOUSE.

(b) THE UNDERSIGNED, IF A PENNSYLVANIA RESIDENT, REPRESENTS THAT THE UNDERSIGNED
WILL NOT SELL ANY Common Shares FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE
OF  PURCHASE  IF THIS SUBSCRIPTION IS NOT TIMELY WITHDRAWN PURSUANT TO THE RIGHT
OF  RECISION  GRANTED  UNDER  THE  PENNSYLVANIA  SECURITIES  ACT,  UNLESS  SUCH
SECURITIES ARE SUBSEQUENTLY REGISTERED UNDER FEDERAL SECURITIES LAWS OR ARE SOLD
IN  ACCORDANCE  WITH PENNSYLVANIA SECURITIES LAWS. ANY OFFEREE WHO IS A RESIDENT
OF  PENNSYLVANIA  HAS THE RIGHT TO WITHDRAW THIS SUBSCRIPTION, WITHOUT INCURRING
ANY  LIABILITY  TO  THE  COMPANY,  THE  SELLING AGENT OR ANY OTHER PERSON AND TO
CANCEL THE PURCHASE OF Common Shares, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE
OF  RECEIPT  BY THE COMPANY OF A WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE
CASE  OF A TRANSACTION IN WITH THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE,
WITHIN  TWO  (2)  BUSINESS  DAYS AFTER THE INITIAL PAYMENT FOR THE Common Shares
BEING  OFFERED.
SIGNATURE  OF  PENNSYLVANIA  RESIDENT:____  N/A  ____________________________

(c)     THE  UNDERSIGNED,  IF  A  MASSACHUSETTS  RESIDENT,  REPRESENTS  THAT
THE
UNDERSIGNED'S  INVESTMENT  IN  THE  Common  Shares  DOES  NOT EXCEED 25% OF SUCH
PERSON'S  NET  WORTH  OR,  IF  MARRIED,  THE COMBINED NET WORTH OF SUCH PERSON'S
SPOUSE  AND THE UNDERSIGNED, EXCLUDING PRINCIPAL RESIDENCE AND HOME FURNISHINGS.

N/A     16.     Nature  of  Subscriber.   The  undersigned  is  (check  one):

_____     (a)     One  or  more  individuals
_____     (b)     A  corporation
_____     (c)     A  partnership
__X__  (d)     A  trust
_____     (e)     Another  entity  or  organization,
namely  (please  specify):  _________________________

17. Other  Certifications.  By  signing  the  Signature  Page,  the  undersigned
certifies  as  follows:

(a) that  the  undersigned  and its grantor (if a trust) or its general partners
(if  a  partnership)  have not filed or been involved in bankruptcy proceedings;

if  the undersigned is an individual investor, that one of the following is true
and  correct  (check  one):  Spouse  if  Purchaser               Co-Owner

____     ____  (1)  I  am a citizen or resident of the States for federal income
tax
purposes.

______X__  (2)  I  am  neither a States citizen nor a resident of the States for
federal  income  tax  purposes.

(c) if  the  undersigned  is a trust, that the trust has not been established in
connection  with either (1) an employee benefit plan (as defined in Section 3(3)
of  ERISA), whether or not subject to the provisions of Title I of ERISA, or (2)
a plan described in Section 4975(e)(i) of the Internal Revenue Code and that one
of  the  following  is  true  and  correct  (check  one):

N/A (1)  the  Trust  is an estate or trust whose income from sources outside the
States  is includable in its gross income for States federal income tax purposes
regardless  of  its  connection  with a trade or business carried on the States.

N/A (2)  the  Trust  is an estate or trust whose income from sources outside the
States  is  not  includable  in  its  gross income for States federal income tax
purposes regardless of its connection with a trade or business carried on in the
States.

(d)  if  the undersigned is a partnership, that the assets of the partnership do
not  constitute  "plan  assets"  within  the  meaning  of ERISA and regulation S
2510.3-101  promulgated  thereunder  and  that  one of the following is true and
correct  (check  one):

N/A (1)  the  Partnership  is  a  partnership formed in or under the laws of the
States  or  any  political  subdivision  thereof.

N/A (2)  the Partnership is a partnership not formed in or under the laws of the
States  or  any  political  subdivision  thereof.

(e) if  the  undersigned is a corporation, that the assets of the Corporation do
not  constitute  "plan  assets"  within  the  meaning  of  ERISA  and regulation
S2510.3-101  promulgated  thereunder  and  that one of the following is true and
correct  (check  one):

N/A (1)  the  Corporation is a corporation organized in or under the laws of the
States  or  any  political  subdivision  thereof.

  N/A  2)  the  Corporation  is  a  corporation  which  is  neither  created nor
organized
in  or  under the States or any political subdivision thereof but which has made
an election under either Section 897(i) or 897(k) of the States Internal Revenue
Code  of  1986,  as amended, to be treated as a domestic corporation for certain
purposes  of  federal  income  taxation  (A copy of the Internal Revenue Service
acknowledgment  of  the  undersigned's  election  must  be  attached  to  this
Subscription  Agreement  if  this  provision  is  applicable).
        N/A          (3)  neither  (1)  nor  (2)  above  is  true.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this _______ day
of  ________________,  2005.

Number  of  Common  Shares  being  subscribed  for:  ______________

________________________________________
Print  Name

________________________________________
Signature  of  Investor

________________________________________
Social  Security  Number

________________________________________
Residence  Address

________________________________________

If  the  purchaser  has  indicated  that the Common Shares will be held as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMON SHARES PROPERTY, please complete the
following:

_________________________________________
Print  Name  of  Spouse  or  Other  Purchaser

_________________________________________
Signature  of  Spouse  or  Other  Purchaser

_________________________________________
Social  Security  Number

ACCEPTED  AND  AGREED:

NEW  MEDIUM  ENTERPRISES,  INC.

By:  _______________________________
Name:  Mahesh  Jayanarayan
Title:  CEO

Dated:  20th  September  2005

IF  YOU  ARE  PURCHASING  COMMON SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE. IF YOU ARE PURCHASING COMMON SHARES WITH ANOTHER PERSON NOT YOUR
SPOUSE,  YOU  MUST  EACH  FILL  OUT ALL AREAS OF THIS AGREEMENT APPLICABLE TO AN
INDIVIDUAL  PURCHASER.

     SUBSCRIPTION  AGREEMENT  SIGNATURE  PAGE  FOR  PARTNERSHIPS,
     CORPORATIONS,  TRUSTS,  OR  OTHER  ENTITIES

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 20th day of
September  2005

Number of Common Shares being subscribed for: 5,000,000 @ $0.15 cents per share.

_Aria  Life  Interest  Trust___
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_________________________________________
(Signature  of  Authorized  Signatory)

Name:_____________________________________

Title:____________________________________

Address:___________________________________

_________________________________________

__________________________________________

Taxpayer  Identification  Number:_______  N/A  ___

Date  of  Formation:___________________________

Address  of  Chief  Executive  Office  of  Subscriber:

__________________________________________

_________________________________________

_________________________________________

ACCEPTED  AND  AGREED:
NEW  MEDIUM  ENTERPRISES,  INC.

By:  _______________________________
Name:  Mahesh  Jayanarayan
Title:  CEO                              Dated:  20th  September  2005
PROSPECTIVE  PURCHASER  QUESTIONNAIRE

For  Confidential  Private  Offering
of
New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS

The  information  contained  herein is being furnished to you in order to assure
you that the undersigned meets the standards of an "Accredited Investor" imposed
by  Rule  501  of  Regulation  D  promulgated  under  the Securities Act of 1933
(hereinafter the "Act"). The undersigned understands that (i) you will rely upon
the  information  contained  herein for purposes of such determination, (ii) the
securities  will  not be registered under the Act in reliance upon the exemption
from  registration  provided  by  Section  4  (2)  of  the  Act  and Rule 506 of
Regulation  D,  promulgated  thereunder  and  (iii) this questionnaire is not an
offer  to  sell  securities  to  the  undersigned.

The  undersigned  further  represents  to you that (i) the information contained
herein  is  complete  and  accurate  and may be relied upon by you, and (ii) the
undersigned  will  notify  you immediately of any material change in any of such
information  occurring prior to the purchase of such securities, if any purchase
is  made,  by  the  undersigned.

THE UNDERSIGNED UNDERSTANDS AND AGREES THAT, ALTHOUGH THIS QUESTIONNAIRE WILL BE
KEPT  STRICTLY  CONFIDENTIAL,  THE  ISSUER  OF  ANY  SECURITIES PURCHASED BY THE
UNDERSIGNED MAY PRESENT THIS QUESTIONNAIRE TO SUCH PARTIES AS IT DEEMS ADVISABLE
IF  CALLED  UPON  TO  ESTABLISH  THE  AVAILABILITY  UNDER  ANY  FEDERAL OR STATE
SECURITIES  LAWS  OF  AN  EXEMPTION  FROM REGISTRATION OF THE PRIVATE PLACEMENT.

THIS  LETTER  IS  NOT  AN  OFFER  TO  SELL  SECURITIES  BUT MERELY A REQUEST FOR
INFORMATION  PURSUANT TO REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION.

Please  complete,  sign,  date  and return one copy of this questionnaire to the
Company  at  New Medium Enterprises, Inc. , 195 The Vale, London W3 7QS, as soon
as  possible.

PLEASE  TYPE  OR  PRINT

1.     Name:  ______________  N/A  _________________________________
Date  of  Birth:  _________________________
Social  Security  Number:_________________
Citizenship:  _______________     Marital  Status:  _____________
Number  of  Dependents:  ______
Where  Registered  to  Vote:  ____________________________________
State  of  Issuance  of  Driver's  License:  _______________________
Home  Address:_________________________________________________
Home  Telephone  Number:________________________________________

2.     Firm  Name:  ___________  N/A  ________________________________________
Nature  of  Business:  __________________________________________
Position:  __________________________  N/A  __________________________
Nature  of  Duties:  ____________________________________________
Business  Address:  ____________________________________________
Business  Telephone  Number:  ___________________________________

3. Your  employment,  positions  or occupations during the past 5 years (and the
inclusive  dates  of  each) are as follows (Note: What is sought is a sufficient
description to enable the Issuer to determine the extent of vocationally related
experience  in  financial  and  business  matters):  N/A

Employment,  Position     Nature  of
or  Occupation          Duties          From          To
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

4.     4.     Your  general,  business  or  professional  education,  and  the
degrees  received,  are  as  follows:  N/A

School                    Degree               Year  Received
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

5.Was  your  income  (from  all  sources)  for  each  of the latest two complete
calendar  years  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $200,000;     ___  $500,000.

(a) What percentage of your income as shown above was derived from sources other
than  salary?  _______________

(b)  Approximately  what percentage of your income as shown above remained after
payment of Federal, state and local taxes, and after payment of all ordinary and
necessary  business  and/or  living  expenses?  ________________

6.     Was  your  income  with  that  of  your spouse for each of the latest two
complete
calendar  years  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $300,000;     ___  $500,000.

(a)  What  percentage  of  your  combined  income as shown above is derived from
sources  other  than  salary?  __________

(b) Approximately  what  percentage  of  your  combined  income  as  shown above
remained  after  payment of Federal, state and local taxes, and after payment of
all  ordinary  and  necessary  business  and/or  living  expenses?
______________________

7.Is  your  income  from  all  sources  for the current calendar year reasonably
expected  to  be  more  than  (check  one):  N/A

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;     ___  $200,000;          ___  $500,000?

(a)  What  percentage  of your income as shown above will be derived for sources
other  than  salary?  ___________________

(b)  Approximately  what  percentage  of  your income as shown above will remain
after  payment  of  Federal,  state,  and  local taxes, and after payment of all
ordinary  and  necessary  business  and/or  living  expenses?
__________________________

8. Is  your  income  with  that  of your spouse from all sources for the current
calendar  year  reasonably  expected  to  be  more  than  (check  one):

___  $40,000;          ___  $60,000;          ___  $80,000;
___  $100,000;          ___  $300,000;          ___  $500,000.

(a)  What  percentage  of  your  net  worth  as  shown  above is invested in tax
"shelter"  investments  and investments in marketable securities (stocks, bonds,
debentures,  or  notes)?  __________________

(b)  What  percentage  of  you  net  worth  as  shown  above  constitutes  home,
furnishings  and  automobiles?  ________________

(c)  What  percentage  of  your  net  worth  as  shown  above
constitutes  liquid  assets  (cash  or  assets  readily  convertible
to  cash)?  ____________________

10.     Indicate  any  other  investments  or  contingent  liabilities  which
you
reasonably anticipate could cause you to require cash in excess of the amount of
cash  readily  available  to  you  (please  specify):
________________________  N/A  ___________________________________________
___________________________________________________________________
___________________________________________________________________

11.     Investment  experience:   N/A

(a)  Please  indicate the frequency of your investment in marketable securities:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(b)  Please  indicate  the  frequency  of  your  investment  in  high technology
companies:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(c)  Please  indicate  the  frequency  of  your  investment  in  options:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(d)  Please indicate the frequency of your investment in securities purchased on
margin:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(I) Please indicate the frequency of your investment in unmarketable securities:
(  )  often;     (  )  occasionally;     (  )  seldom;     (  )  never.

(ii)     Indicate  any  previously  purchased  securities  which  were  sold  to
you  in
reliance  on  the  private  offering  exemption  from  registration  under  the
Securities  Act  of  1933.
                                        Total
Type  of                              Business     Amount
Year     Securities     Issuer               of  Issuer     Invested

_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
12.Please  indicate in the space provided below any additional information which
you think may be helpful in enabling the Issuer to determine that your knowledge
and  experience in financial and business matters is sufficient to enable you to
evaluate  the  merits  and  risks  of  this  investment.
_______________________  N/A  _______________________________________
______________________________________________________________
______________________________________________________________

13.     Indicate  whether  you  are  acting  for  your  own  account:   N/A
Yes__          No  __

(a)  If  not  acting  for  your  own  account  complete  the  following:  (i)
Capacity  in
which  you  are  acting  (Trustee  or  otherwise):  __________________________

(ii)     Name,  address  and  telephone  number  of  persons  you
represent:  ______________________________________________
_________________________________________________________
_________________________________________________________

(iii)  Evidence  of  authority  (please  attach).

NOTE:  ANY INDIVIDUALS REPRESENTED BY YOU MUST ALSO BE QUALIFIED AS "PURCHASERS"
PURSUANT  TO  RULE  506  AND  THE  ACT.

To  the best of my information and belief, the above information supplied by the
undersigned  is  true  and  correct  in  all  respects.

IN  WITNESS  WHEREOF, I have executed this questionnaire this 20th of September,
2005.

_______________________________________
(Signature  of  Prospective  Purchaser)

19.     Matters  Relating  to  the Undersigned's Ownership of Common Shares. N/A

(a)     Ownership  of  the  Common  Shares is to be held as follows (check one):

____     (1)  Individual
____     (2)  Joint  Tenants  (with  rights  of  survivorship)
____     (3)  Tenants  in  Common  (no  rights  of  survivorship)
____     (4)  Common  Shares  Property

(b)  All  correspondence relating to the undersigned's investment should be sent
(check  one):

____     (1)  to  the  address  of  the  undersigned  set  forth
on  the  signature  page  hereof
-
____     (2)  to  the  following  address:
_______________________________
_______________________________
_______________________________

(c)     The  undersigned  may  be  contacted  by  telephone  at  the  following
telephone
number(s):

Home:  (____)  ___________
Work:(____)  ____________

SUBSCRIPTION  AGREEMENT  SIGNATURE  PAGE  FOR  INDIVIDUALS

ALL  INFORMATION  WILL  BE  TREATED  CONFIDENTIALLY

NEW  MEDIUM  ENTERPRISES,  INC.

PURCHASER  REPRESENTATIVE  QUESTIONNAIRE

New  Medium  Enterprises,  Inc.
195  The  Vale
London  W3  7QS
Tel:  020  8749  9955

Gentlemen:

The  information  contained herein in being furnished to you in order for you to
determine  whether a sale of a Common Shares (the "Common Shares") in New Medium
Enterprises,  Inc.  (the  "Company") may be made to the undersigned, pursuant to
Section  4  (2)  of  the  Securities  Act  of  1933 (the "Act") and Regulation D
promulgated  thereunder.  I  understand  that,  (1)  you  will  rely  upon  the
information  contained  herein  for  purposes of determining the availability of
said  exemptions from registration, (2) the Common Shares will not be registered
under  the  Act  in  reliance  upon  the exemption from registration afforded by
Section  4  (2) of the Act and Regulation D promulgated thereunder, and (3) this
Questionnaire  is not an offer to sell the Common Shares or any other securities
to  the  undersigned  Purchaser  Representative.

I  herewith  furnish  you  with  the  following representations and information:

1. The undersigned is not an affiliate or employee of the Company, its officers,
directors  or  their affiliates or beneficial owner of 10 percent or more of the
equity  interest  in  the Company, except as follows: (State "no exceptions", or
set  forth  exceptions  and  give  details).
_____________________  N/A  _________________________________________
______________________________________________________________
______________________________________________________________

2.  The  undersigned has such knowledge and experience in financial and business
matters  so  as  to  be  capable  of  evaluating,  alone, or together with other
Purchaser to evaluate fully and accurately the merits and risks of an investment
in  the  Company.  The  undersigned  offers  as  evidence  thereof the following
additional  information  (e.g.,  investment  experience,  business  experience,
professional  education):  ________Trust  accredited  Investment
Fund__________________________
______________________________________________________________
______________________________________________________________

3. There is no material relationship between the undersigned or his, her, or its
affiliates  and  the  Company or its affiliates, which now exists or is mutually
understood  to  be  contemplated  or  which  has  existed at any time during the
previous  two years, nor has compensation been received or will be received as a
result  of  any such relationship, except as follows: (State "no exceptions", or
set  forth  exceptions  and  give  details).  ____________No
Exceptions______________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________

The  undersigned  agrees  to notify you promptly of any changes in the foregoing
information  which  may  occur  prior  to  the  completion  of  the transaction.

Dated:_20th  September  2005____

Very  truly  yours,

____________________________________
Print  or  Type  Name

____________________________________
Signature

____________________________________
Business  Address

____________________________________

____________________________________
Telephone

____________________________________
Principal  Profession

PURCHASER  ACKNOWLEDGEMENT

The  undersigned  hereby  acknowledges  that  the undersigned acted as Purchaser
Representative  in  connection  with  evaluating  the  merits  and  risks of the
undersigned's  prospective  investment  in  New  Medium  Enterprises,  Inc

WARNING  TO  PROSPECTIVE  PURCHASER

DO  NOT  EXECUTE  THE  FOREGOING  PURCHASER ACKNOWLEDGEMENT UNLESS AND UNTIL THE
PURCHASER  REPRESENTATIVE  QUESTIONNAIRE  PRECEDING SUCH ACKNOWLEDGMENT HAS BEEN
COMPLETED  IN  FULL  AND  SIGNED.

Under  Regulation  D,  a  purchaser  representative  may  not  be  an affiliate,
director,  officer  or other employee of the Company or any officer, director or
beneficial  owner of 10 percent or more of any class of the equity securities or
10  percent  or  more  of  the  equity  interest in the Company except where the
purchaser  is:

(a)  Related  to the purchaser representative by blood, marriage or adoption, no
more  remotely  than  as  first  cousin;

(b)  Any  trust  or  estate  in which the purchaser representative or any person
related  to  him  as  specified  in Subdivision (a) or (c) collectively have 100
percent  of the beneficial interest (excluding contingent interests) or of which
any  person  serves  as  trustee,  executor  or  in  any  similar  capacity;  or

(c)  Any corporation or other organization in which the purchaser representative
or  any  persons  related  to  him  as  specified  in  Subdivision  (a)  or  (b)
collectively  are  the beneficial owners of 100 percent of the equity securities
(excluding  directors'  qualifying  Common  Shares)  or  equity  interest.

________________________________________
Signature

________________________________________
Full  Name

________________________________________
Date

In  Addendum  to  this  agreement  the  Company  agreed  to  the  following:-
1)     Register  Shares  of  the  recipient  as  soon  as  possible.
2)     Reduce  the  restriction  period  to  1  year
3)  Permit  the  recipient  to  subscribe  to  a  further  400,000  shares  as a
cashless
excercise  @  $0.15  cents  per  share  within  12  months  .