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




                                  FORM  8-K

                                 CURRENT  REPORT

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

                        DATE  OF  REPORT  August 4,  2004
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                           NEW  MEDIUM  ENTERPRISES,  INC.

                             -----------------------
             (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

                 NEVADA                                         11-3502174

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


  (ADDRESS,  INCLUDING  ZIP  CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)


                                 ETHEL  SCHWARTZ

                      CHIEF  EXECUTIVE  OFFICER  AND  PRESIDENT
                                   1510  51  ST.
                                BROOKLYN  NY  11219
                               TEL:  718-435-5291
                               FAX:  718-972-6196


ITEM  5. OTHER EVENTS AND REGULATION FD DISCLOSURE On August 4, 2004 the Company
received a $1,000,000 investment from an accredited investor. The company issued
5  Million  shares  to  the Investor at 20 cents (.20) per share. The shares are
restricted securities as the term is defined in Rule 144 of Securities Act. As a
condition  to  the funding, the Board named Irene Kuan as Treasurer and Chairman
of  the  Board, positions previously held by Ethel Schwartz. Ethel Schwartz will
continue to hold the positions of interim President and Chief Executive Officer.
Additionally,  the investor has the right to nominate one Member to the Board of
Directors.  The  Board  member  has  not  yet  been  named.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

                          PRIVATE  PLACEMENT  MEMORANDUM
                          NEW  MEDIUM  ENTERPRISES,  INC.
                              A  NEVADA  CORPORATION

                                Offering  Amount
                                  $1,000,0000

                  Price  Per  Share  Twenty  Cents  ($0.20  Cents)  Per  Share
               5,000,000  Common  Shares  @  .20  Cents  per  Share



<TABLE>
<CAPTION>



<S>                  <C>        <C>
TOTAL COMMON SHARES  PRICE PER
OFFERED . . . . . .  SHARE      TOTAL PROCEEDS
-------------------  ---------  ---------------
5,000,000 . . . . .  .20 CENTS  $     1,000,000
-------------------  ---------  ---------------

</TABLE>

New  Medium  Enterprises, Inc., a Nevada corporation (the "company") is offering
For  sale up to 5,000,000 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 July 2, 2004. (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  July  5,  2004.

(footnotes  from  preceding  page)

(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
5,000,000  common  shares for a gross subscription price of $1,000,000 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  5 days from the date of this memorandum (unless extended for up
     to  an  additional  5  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 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 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
THEREINOR  TO  RECEIVE  ANY  CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR WRITTEN
CONSENT  OFTHE  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.


BACKGROUND:

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


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

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

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

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

Agreement  #  2:

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

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

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

SUMMARY  OF  CONSIDERATIONS  PAID:

Aggregate  common  shares  to  be  issued  to  above  parties
72,605,776

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

Aggregate  future  payments  to  be  made
$174,000

See  Also  Page  18  -2001  Stock  Options  Plan

CAPITALIZATION:

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

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

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

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


Shares  issued  Subsequent  to  the  Acquisitions
200,000

Total  Outstanding  Shares  as of most recent date:   92,497,220
Shares  of  common  stock  underlying  Warrants issued  to  original
subscribers  and  other  parties  Exercise
prices  range  from .25 to $1.50      =  10,603,000

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

Shares  that  will  be  underlying  the  Warrants  to  be
 issued  pursuant  to  the  2004  Stock  Option  Plan  =
5,000,000

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


FORWARD  LOOKING  STATEMENTS

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

..  Failing  to  produce  a  workable  prototype.

..  failure  to  raise  sufficient  capital  to  fund  business  operating plans;
..  market  conditions  and  demand for new optical storage Media development and
storage  technology;

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

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

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

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


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

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

..  changes  in  data  storage  technological  protocols  and  standards;

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

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

..  limited  operation  and  management  history;

..  dependence  on  key  personnel;

..  other  factors  discussed  in  this  8-K  Report


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


RECENT  DEVELOPMENTS:

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

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

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

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

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

THE  BASIS  FOR  THE  RMD  TECHNOLOGY:

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

MARKET  OPPORTUNITY

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

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

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

The  challenge  for  us  to  persuade  the  DVD  Forum  of the advantages RMD is
anticipated  to  be  enormous.  The campaign to achieve acceptance will begin as
soon as possible after the completion of the prototype as it is anticipated that
success  with our prototype will attract significant attention in the markets of
the  Western world. Additionally, there is another huge market to be considered:

China  and  its  sphere  of influence. For some time now, China has been unhappy
with the domination of the sector by the DVD Forum and its imposition of charges
for  the  application  of  DVD  formats.  In  an  effort  to break free from its
strictures,  the  Chinese  Government  is  sponsoring  research into alternative
formats.  We  hopes  to become an important player and provider of the necessary
know  how in order to assist several multinational companies in their hunt for a
competitive  advantage  over  other  consortiums  in  the  battle  for  the next
generation  DVD  standard.

FUTURE  PRODUCTS  PLANNED:

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

First  generation  products  ROM  (pre-recorded)

First  generation  products are compatible with the present DVD technologies and
inexpensive  commercial  red  lasers.  Nevertheless,  we  believe  their
characteristics  are  not  inferior and even superior to the "blue" DVD products
under  development.

RMD-HDTV ROM (pre-recorded), 120mm polycarbonate 1.2 mm thick single-sided disc.
Total  capacity  18GB-36GB.  Variable  bitrate 18 Mbs-60Mbs. Main applications -
High  Definition  TV  (1080i,  1080p  and  720p  standards)  and Digital Cinema.

Second  generation  products

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

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

Third  generation  products.

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


THE  BUSINESS  MODEL

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

THE  OPPORTUNITY:

We  believe  that RMD is an innovation which is capable of meeting the near term
demand for a HD-packaged video system as a consumer product; capable in the near
term  of  having the capacity for sufficient data for a HDTV full length feature
film and, after development, up to 100GB using conventional red laser technology
or  200GB  if  implemented  in  blue  laser  devises. We believe we hold a major
advantage in the dynamic invention that lets it become implemented in any of the
two  major  technologies  of  the future (red and blue laser). There are a wider
range  of  advantages  if  applies  to  red  laser  such as the very low cost in
production  since the invention needs very little change in production lines and
hardware  structure. For red laser we believe we will have the capability to run
all  old  formats of DVD which is a major advantage from a consumer perspective.
The  fact  that  we  are  not  aware  of  any other company capable of producing
multiple  layers  disc and player devises provide the core opportunity for us to
become successful, and for every day that passes and the battle for dominance in
controlling  the  forthcoming DVD standard, the more opportunity will be created
for  us  to  get  attention  and  the  ability  to  build  mutually  beneficial
partnerships  in the industry. All focus at the moment lies in creating the long
anticipated  first  prototype  and  have  it sent to awaiting companies that are
eagerly  awaiting  its  return  for  trial  periods  and  testing.
THE  TECHNOLOGY

INTRODUCTION:

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

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

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

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

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

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

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

Proven  manufacturing  processes:  no  extra development of special equipment is
needed  for  manufacturing  and  mass  production  of  discs  and  drives.  Mass
production  opportunity:  cost effective mass production technology close to DVD
replication  technology.

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


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

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

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


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

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

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

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

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

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

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

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

INTELLECTUAL  PROPERTY  PROTECTION:

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


GENERAL  RISKS:

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

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

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.

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

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

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

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

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

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


PROTOTYPE  RISK:

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

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

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

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

INTELLECTUAL  PROPERTY  RISK:

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

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


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

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

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

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


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

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

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

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

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

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

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

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

COMPETITION:

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

INDUSTRY  RISKS:

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

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

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

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

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

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

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

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

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

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

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

RISKS  RELATED  TO  OUR  COMMON  STOCK

THE  MARKET  FOR  OUR  COMMON  STOCK  MAY  BE  ILLIQUID.


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

WE  MAY  EXPERIENCE  VOLATILITY  IN  OUR  COMMON  STOCK  PRICE.

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


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

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


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


WE  ARE  CONSIDERED  A  PENNY  STOCK

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

PG  Engineering  Inc.  consists  of a unique scientific and entrepreneurial team
with  many  years  of  experience  in  optical  storage  Media  development  and
specifically  multi-layer technology. We have entered into a long term Agreement
with  PG  Engineering  for  the  development of the prototypes and products. The
overall  management  will  be  carried out from our headquarters in New York and
offices  in  London.  We will provide initial funding out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment,  know-how and products will belong
without  exception  to  us.

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

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

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

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

1st  Stage:  TARGET:

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

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

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

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

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

CHANGE  IN  MANAGEMENT  &  CONTROL:

Concurrent with the  acquisition, the  following  changes  were  made  to  the
management  team.

Ethel  Schwartz,  our  current  President  and  CEO   remains in her current
position  on an interim basis for the foreseeable future. In the future, when we
are  technically  advanced  and  financially capable, it is contemplated we will
seek  to  recruit an industry heavyweight for the position of CEO, The following
additional  officers  have  been  appointed.

Dr.  Alex  Libin  Chief  Operations  Officer

Yehudit  Hirsch  Corporate  Secretary

Irene  Kuan  Chairman,  &  Treasurer

RESIGNATION  OF  ORIGINAL  DIRCTORS:

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

Hyman  Schwartz
Eva  Beilus

DIRECTORS  AND  EXECUTIVE  OFFICERS

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

Ethel  Schwartz  54  Chief  Executive  Officer,  President,  Director
Dr.  Alex  Libin  59,  Chief  Operations  Officer,  Director
Irene  Kuan  48  Treasurer,  Chairman
Yehudit  Hirsch  28  Corporate  Secretary

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

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

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

     IRENE  KUAN,  TREASURER,  & CHAIRMAN: Irene Kuan was appointed Chairman and
     Treasurer effective August 4, 2004. Irene is a qualified accountant and has
     more  than  20  years experience in the accounting profession in the United
     Kingdom.  She  has  vast  experience  in  audits  of  large  public limited
     companies and has worked in the Insurance, Investments, Property and Retail
     Management  industries.  From  November  2003  to  the Present she has been
     employed  by  Visson  Technologies  U.K as Finance Director. From May 2003,
     until  November  2003  she  was on a Sabbatical. From August 2, 2002 to May
     2003, she was employed as an accountant and financial consultant to Euromaz
     Group. From April 2002 to until August 2002 , she was self employed in Real
     Estate  renovation.  From December 2001 to April 2002 Irene was employed by
     Hardy Underwriting Group where she served in a finance operations capacity.
     From  April  1991- November 2001 she was employed by Arig Insurance company
     Limited  from  in  an  Accounting  & operations capacity. She has worked at
     management  level  in the United Kingdom for the last 8 years and is now at
     Board  management,  holding  several  finance directorship of UK companies,
     including  a  public  company. Irene will manage the company's finances and
     will  contribute  towards  the  company's  future  expansion  plans.  Irene
     currently  hold  finance  directorship  in the following companies: Silicon
     Valley  Plc,  Visson  Displays  Limited,  HD  Clearview  Limited, Siptelcom
     Limited  Wilton  Business  Solutions  Limited,  &  Wilton  Claims  Ltd.

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

 EXECUTIVE  COMPENSATION  POLICY

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

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


EXECUTIVE  COMPENSATION  HISTORY:

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

Services  Period  Compensation


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




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

Stock  Options

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

2001  STOCK  OPTION  PLAN:
On  January  14, 2004, via consent of 78% of the shareholders of our Company the
2001  Stock  Option  Plan  was  ratified.

Pursuant  to  our  2001  stock  option plan, we granted stock options to various
officers  and  directors  as  follows:

5,000,000  stock options granted to Ethel Schwartz, CEO. Options are exercisable
at  .045.  which  is  the fair market price on the day the options were granted.
Options  are  valid  until  2008.

2,000,000  stock  options  granted  to  Eva Beilus, Secretary & V.P. Options are
exercisable  at .045. which is the fair market price on the day the options were
granted.  Options  are  valid  until  2008.

1,000,000  stock  options  granted  to  Hyman  Schwartz,  Director.  Options are
exercisable  at .045. which is the fair market price on the day the options were
granted.  Options  are  valid  until  2008.


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

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

Option  Holder  2001 Stock Option Plan Transferred Position After Option Holders
Original  Issuance  To  Seller  Closing

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.

2004  STOCK  OPTION  PLAN:

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

FUTURE  EXECUTIVE  COMPENSATION:

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

CERTAIN  BENEFICIAL  OWNERS:

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

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS & MANAGEMENT REFLECTING THE
ACQUISTIONS

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


<TABLE>
<CAPTION>




ETHEL SCHWARTZ . . . . . . . . . . . . . . . .       12,534,444        (2)       14%
 ------------------- -----

SOUTHWARK PROPERTIES                                 6,009,778 . . . . (3) (4)  .065%
-------------------- ------------------- -----
MAY LTD. . . . . . . . . . . . . . . . . . . .       23,304,249        (3) (4)   25%
-------------------- ------------------- -----
TRIGM INTERNATIONAL. . . . . . . . . . . . . .       22,442,999        (5)       24%
-------------------- ------------------- -----

ALL OFFICERS &
DIRECTORS AS A
GROUP. . . . . . . . . . . . . . . . . . . . .       12,534,444        (2)       14%


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


(2)  Includes 8,484,444 common shares owned by Ethel Schwartz, CEO. Additionally
Hyman  Schwartz,  a  director  of  our  company  prior  to the acquisitions owns
300,000  common  shares.  In  addition  Ethel  Schwartz  owns 3,125,000 warrants
underlying  the  2001  stock option plan, and Hyman owns 625,000 of the warrants
underlying  the  2001  stock  option  plan.  Hyman  is  Ethel's  spouse.

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

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

DILUTION FOLLOWING THE ACQUSITIONS:

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

Prior  to  the  acquisitions, described herein, our outstanding common shares of
was  19,541,444.  Following  the  acquisitions,  we  will  have  an aggregate of
92,497,220  common shares outstanding Of which 78% percent of the shares will be
owned  by  the shareholders and designees Of MultiDisc, Ltd. TriGm International
S.A.  and PG Engineering S.A. As a result our existing shareholders will realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.  In addition, since the acquisitions the
 Company issued an additional 350,000 common shares.

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

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued in addition to the 92,497,220 outstanding after the acquisitions
and recent issuances.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have an aggregate of 116,100,022 outstanding common shares
which  will  cause  significant  dilution  to  existing and future shareholders.

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

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

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

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

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

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

VOTE  BY  CONSENT  OF  SHAREHOLDERS:

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

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

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

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

(iv)  The  amendment  of  NMEN's  Certificate  of  Incorporation to increase the
authorized  shares  of  the  company  from  100,000,000  to 200,000,000 million;

(v)  The  approval  of  the  2001  stock  option  plan

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

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



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,  200  Memorial  Parkway, Atlantic Highlands NJ 07716 Tel: 732-872-2727.

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

     We  are  located  at  1510  51  St.  Brooklyn,  NY. Our telephone number is
     718-435-5291.  Our  Fax  Number  is  718-972-6196  Email  Address:
     Shareholders@nmen.net.  Company  Home Page is www.nmen.net. We file all our
     reports on the Edgar Database of the SEC. You can access all of our filings
     on  www.sec.gov. Enter 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 5,000,000 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
$0.20  (Twenty  One  Cents)  Per  Share.  In  the  event that  the  Shares  are
not  sold  within  5  days  of  the  date  of  this Memorandum, the Offering may
be extended for up to an additional 5 days, at the discretion  of  New  Medium
Enterprises,  Inc.  The shares are subject to Rule 144 and cannot be sold prior
To one year from date of investment.

SUBSCRITION  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.
1510  51  St.
Brooklyn,  NY  11219
Tel:  718-435-5291
Fax  #  718-972-6196

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:


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, IncAny 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 BY REFERENCE:


Exhibit  2  Quarterly  Report  for  Period  Ending  March  30,  2004
Exhibit  3  Annual  Audited  Report  for  Fiscal  Year  Ending  June  30,  2003.


NEW  MEDIUM  ENTERPRISES,  INC.
(A  Nevada  Corporation)

Confidential  Private  Placement  Memorandum

SUBSCRIPTION  DOCUMENTS

     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.
                                1510  51st  Street
                            Brooklyn,  New  York  11219
                              Tel:  (718)  435-5291
                              Fax:  (718)  972-6196




                         SUBSCRIPTION  TABLE




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

                  NET OFFERING
OFFERING AMOUNT.  NUMBER OF COMMON SHARES  OFFERING PRICE   AMOUNT
----------------  -----------------------  ---------------  ----------
1,000,000 . . .                5,000,000  $    0.20 Cents  $1,000,000
----------------  -----------------------  ---------------  ----------

</TABLE>


                         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 Qualified Institutional Buyers" or "For Accredited Investors" 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.

4.  Complete  pages  23-30  of the PROSPECTIVE PURCHASER QUESTIONNAIRE, and sign
on pages  26,  27,  28  and  29  of  the  Questionnaire,  as  applicable.

5.  Return  the  above  materials  along  with  payment  for  the amount of your
Subscription  to  the  Company  at  the  following  address:

                        New  Medium  Enterprises,  Inc.  1510
                         51st  Street  Brooklyn,  New  York
                          11219  Tel:  718-435-5291  Fax:
                                  718-972-6196


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.
1510  51  St.
Brooklyn,  NY  11219
Tel:  718-435-5291
Fax  #  718-972-6196

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.
ABA  #  021001088
Ref:  Subscription

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  By-Laws,  as 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, as amended, as well as other
documents  that  authorize  the trust to invest in the Common Shares If you have
any  questions  about the subscription documents. Please contact The company, at
telephone:  (718)  435-5291.

FAILURE  TO  COMPLY  WITH  THE  ABOVE  INSTRUCTIONS  MAY  CONSTITUTE  AN INVALID
SUBSCRIPTION,  WHICH,  IF  NOT  CORRECTED, COULD RESULT IN THE REJECTION OF YOUR
SUBSCRIPTION  REQUEST.  EVEN  IF  CORRECTED,  THE  DELAY  MAY  RESULT IN (1) THE
ACCEPTANCE  OF  ANOTHER  PURCHASER  WHOSE  SUBSCRIPTION  BOOKLET  WAS  INITIALLY
RECEIVED  BY  THE  SELLING  AGENT  AFTER  YOURS OR (2) THE OFFERING BEING CLOSED
WITHOUT  YOUR  SUBSCRIPTION  REQUEST  BEING  CONSIDERED  BY  THE  COMPANY.

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.  1510  51st  street,  Brooklyn,  New  York  11219.  Fax  #
718-972-6196.

Name  of  Subscriber:  Jasopt  Pty  Ltd.    U.S.  Social  Security:  N.A.
Address:  Level  3,  54-58  Park  St.  Sydney,  NSW  2000  Australia
Number  of  Common  Shares  Subscribed:   5,000,000.


                          NEW  MEDIUM  ENTERPRISES,  INC.
                             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 above
and on the signature page hereof, whereby shares are offered at $0.20 per share.
This  Subscription  Agreement  and the Confidential Private Placement Memorandum
dated  July 5, 2004, together with any amendments thereto relates to an offering
of  a  maximum  of  5,000,000  Common  Shares  @ .20 cents per Share. The Common
Shares,  are  subject  to  all  applicable  restrictions  as  required  by  law.


2.  Payment:  Funds  shall  be  wire  transferred  to  the  Company  at  the
coordinates  below:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.
ABA  #  021001088
Ref:  Subscription

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

4. Acceptance of Subscription/Rescission. 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."

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.


[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 persons'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;

(5)  A  private business development company as defined in Section 202(a)(22) of
the  Investment  Advisers  Act  of  1940;

___(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;

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

__X__(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

___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;

(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;

____(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.

____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;

____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;

___(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;

___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;

____(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;

____(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;

____(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;

____(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).

__(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

____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. ,
1510 51st Street, Brooklyn, New York 11219, 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  Subscription  Agreement and the rights and obligations
hereunder  are  not  transferable  or  assignable  by  the  undersigned.

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:________________________________


(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.

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

_____     (a)     One  or  more  individuals
____X_     (b)     A  corporation
_____     (c)     A  partnership
_____     (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;

(b)  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.  ____  ____  (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):

____ (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.

____(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):

_____1)  the  Partnership  is  a  partnership  formed  in  or  under the laws of
     the  States  or  any  political  subdivision  thereof.

     (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):

    ____1)  the  Corporation  is a corporation organized in or under the laws of
   the States  or  any  political  subdivision  thereof.

     ____  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).
    ____
(3)  neither  (1)  nor  (2)  above  is  true.


________________________________________
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.


Dated:

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.

<PAGE>

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

IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Agreement this
4th   day  of  August  2004.  Number  of  Common  Shares  being  subscribed
for:  5,000,000.

Graham  Cubbin  -Director
Jasopt  Pty  Limited
_________________________________________
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_Graham Cubbin, Director
(Signature  of  Authorized  Signatory)


Title: Director

Taxpayer  Identification  Number:N.A.

Date  of  Formation:___________________________

Address  of  Chief  Executive  Office  of  Subscriber:

__________________________________________

     _________________________________________

     _________________________________________

ACCEPTED  AND  AGREED:
NEW  MEDIUM  ENTERPRISES,  INC.

By:  Ethel Schwartz
Name:
Title:  CEO
Dated:  August 4,  2004

PROSPECTIVE  PURCHASER  QUESTIONNAIRE

 For  Confidential  Private  Offering
                    of
 New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.
     1510  51st  Street
Brooklyn,  New  York  11219

N.A.

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. , 1510 51st Street, Brooklyn, New York
11219,  as  soon  as  possible.

     PLEASE  TYPE  OR  PRINT

1.     Name:  ________________________________________________________
     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:  ___________________________________________________
     Nature  of  Business:  __________________________________________
Position:  ____________________________________________________
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): Employment, Position     Nature
of  or
Occupation

Duties          From          To
______________________________________________________________

______________________________________________________________

______________________________________________________________

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

     School               Degree          Year  Received
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

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

     ___  $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):

     ___  $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):

     ___  $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):
___________________________________________________________________
___________________________________________________________________
     ___________________________________________________________________

11.     Investment  experience:

(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.
_____________________________________________________________
_____________________________________________________________
                                             ___________________________________
                                             __________________________
 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.
______________________________________________________________
______________________________________________________________
______________________________________________________________

13.     Indicate  whether  you  are  acting  for  your  own  account:
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 ___ day of _________
,  2004

_______________________________________
(Signature  of  Prospective  Purchaser)


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

(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:(____)  ____________

<PAGE>


              SUBSCRIPTION  AGREEMENT  SIGNATURE  PAGE  FOR  INDIVIDUALS
                 ALL  INFORMATION  WILL  BE  TREATED  CONFIDENTIALLY
                          NEW  MEDIUM  ENTERPRISES,  INC.
                     PURCHASER  REPRESENTATIVE  QUESTIONNAIRE

New  Medium  Enterprises,  Inc.
1510  51st  Street
Brooklyn,  New  York  11219
(718)  435-5291

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).
______________________________________________________________
______________________________________________________________
______________________________________________________________

2.  he  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):
______________________________________________________________
______________________________________________________________
______________________________________________________________

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).
____________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
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:________________

     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

<PAGE>

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
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "description": "8K REPORT", "secsgml_size_bytes": 175386}]
{"company-data": {"conformed-name": "NEW MEDIUM ENTERPRISES INC", "cik": "0001126983", "assigned-sic": "7372", "irs-number": "113502174", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32779"}, "business-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184355291"}, "mail-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219"}}
zz
                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
---------------------------------

                                  FORM  8-K

                                 CURRENT  REPORT

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

                        DATE  OF  REPORT  August 4,  2004
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                           NEW  MEDIUM  ENTERPRISES,  INC.

                             -----------------------
             (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

                 NEVADA                                         11-3502174

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

  (ADDRESS,  INCLUDING  ZIP  CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)

                                 ETHEL  SCHWARTZ

                      CHIEF  EXECUTIVE  OFFICER  AND  PRESIDENT
                                   1510  51  ST.
                                BROOKLYN  NY  11219
                               TEL:  718-435-5291
                               FAX:  718-972-6196

ITEM  5. OTHER EVENTS AND REGULATION FD DISCLOSURE On August 4, 2004 the Company
received a $1,000,000 investment from an accredited investor. The company issued
5  Million  shares  to  the Investor at 20 cents (.20) per share. The shares are
restricted securities as the term is defined in Rule 144 of Securities Act. As a
condition  to  the funding, the Board named Irene Kuan as Treasurer and Chairman
of  the  Board, positions previously held by Ethel Schwartz. Ethel Schwartz will
continue to hold the positions of interim President and Chief Executive Officer.
Additionally,  the investor has the right to nominate one Member to the Board of
Directors.  The  Board  member  has  not  yet  been  named.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

                          PRIVATE  PLACEMENT  MEMORANDUM
                          NEW  MEDIUM  ENTERPRISES,  INC.
                              A  NEVADA  CORPORATION

                                Offering  Amount
                                  $1,000,0000

                  Price  Per  Share  Twenty  Cents  ($0.20  Cents)  Per  Share
               5,000,000  Common  Shares  @  .20  Cents  per  Share
TOTAL COMMON SHARES  PRICE PER
OFFERED . . . . . .  SHARE      TOTAL PROCEEDS
-------------------  ---------  ---------------
5,000,000 . . . . .  .20 CENTS  $     1,000,000
-------------------  ---------  ---------------
New  Medium  Enterprises, Inc., a Nevada corporation (the "company") is offering
For  sale up to 5,000,000 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 July 2, 2004. (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  July  5,  2004.

(footnotes  from  preceding  page)

(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
5,000,000  common  shares for a gross subscription price of $1,000,000 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  5 days from the date of this memorandum (unless extended for up
     to  an  additional  5  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 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 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
THEREINOR  TO  RECEIVE  ANY  CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR WRITTEN
CONSENT  OFTHE  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.

BACKGROUND:

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

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

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

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

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

Agreement  #  2:

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

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

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

SUMMARY  OF  CONSIDERATIONS  PAID:

Aggregate  common  shares  to  be  issued  to  above  parties
72,605,776

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

Aggregate  future  payments  to  be  made
$174,000

See  Also  Page  18  -2001  Stock  Options  Plan

CAPITALIZATION:

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

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

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

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

Shares  issued  Subsequent  to  the  Acquisitions
200,000

Total  Outstanding  Shares  as of most recent date:   92,497,220
Shares  of  common  stock  underlying  Warrants issued  to  original
subscribers  and  other  parties  Exercise
prices  range  from .25 to $1.50      =  10,603,000

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

Shares  that  will  be  underlying  the  Warrants  to  be
 issued  pursuant  to  the  2004  Stock  Option  Plan  =
5,000,000

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

FORWARD  LOOKING  STATEMENTS

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

..  Failing  to  produce  a  workable  prototype.

..  failure  to  raise  sufficient  capital  to  fund  business  operating plans;
..  market  conditions  and  demand for new optical storage Media development and
storage  technology;

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

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

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

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

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

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

..  changes  in  data  storage  technological  protocols  and  standards;

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

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

..  limited  operation  and  management  history;

..  dependence  on  key  personnel;

..  other  factors  discussed  in  this  8-K  Report

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

RECENT  DEVELOPMENTS:

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

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

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

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

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

THE  BASIS  FOR  THE  RMD  TECHNOLOGY:

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

MARKET  OPPORTUNITY

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

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

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

The  challenge  for  us  to  persuade  the  DVD  Forum  of the advantages RMD is
anticipated  to  be  enormous.  The campaign to achieve acceptance will begin as
soon as possible after the completion of the prototype as it is anticipated that
success  with our prototype will attract significant attention in the markets of
the  Western world. Additionally, there is another huge market to be considered:

China  and  its  sphere  of influence. For some time now, China has been unhappy
with the domination of the sector by the DVD Forum and its imposition of charges
for  the  application  of  DVD  formats.  In  an  effort  to break free from its
strictures,  the  Chinese  Government  is  sponsoring  research into alternative
formats.  We  hopes  to become an important player and provider of the necessary
know  how in order to assist several multinational companies in their hunt for a
competitive  advantage  over  other  consortiums  in  the  battle  for  the next
generation  DVD  standard.

FUTURE  PRODUCTS  PLANNED:

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

First  generation  products  ROM  (pre-recorded)

First  generation  products are compatible with the present DVD technologies and
inexpensive  commercial  red  lasers.  Nevertheless,  we  believe  their
characteristics  are  not  inferior and even superior to the "blue" DVD products
under  development.

RMD-HDTV ROM (pre-recorded), 120mm polycarbonate 1.2 mm thick single-sided disc.
Total  capacity  18GB-36GB.  Variable  bitrate 18 Mbs-60Mbs. Main applications -
High  Definition  TV  (1080i,  1080p  and  720p  standards)  and Digital Cinema.

Second  generation  products

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

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

Third  generation  products.

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

THE  BUSINESS  MODEL

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

THE  OPPORTUNITY:

We  believe  that RMD is an innovation which is capable of meeting the near term
demand for a HD-packaged video system as a consumer product; capable in the near
term  of  having the capacity for sufficient data for a HDTV full length feature
film and, after development, up to 100GB using conventional red laser technology
or  200GB  if  implemented  in  blue  laser  devises. We believe we hold a major
advantage in the dynamic invention that lets it become implemented in any of the
two  major  technologies  of  the future (red and blue laser). There are a wider
range  of  advantages  if  applies  to  red  laser  such as the very low cost in
production  since the invention needs very little change in production lines and
hardware  structure. For red laser we believe we will have the capability to run
all  old  formats of DVD which is a major advantage from a consumer perspective.
The  fact  that  we  are  not  aware  of  any other company capable of producing
multiple  layers  disc and player devises provide the core opportunity for us to
become successful, and for every day that passes and the battle for dominance in
controlling  the  forthcoming DVD standard, the more opportunity will be created
for  us  to  get  attention  and  the  ability  to  build  mutually  beneficial
partnerships  in the industry. All focus at the moment lies in creating the long
anticipated  first  prototype  and  have  it sent to awaiting companies that are
eagerly  awaiting  its  return  for  trial  periods  and  testing.
THE  TECHNOLOGY

INTRODUCTION:

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

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

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

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

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

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

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

Proven  manufacturing  processes:  no  extra development of special equipment is
needed  for  manufacturing  and  mass  production  of  discs  and  drives.  Mass
production  opportunity:  cost effective mass production technology close to DVD
replication  technology.

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

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

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

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

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

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

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

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

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

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

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

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

INTELLECTUAL  PROPERTY  PROTECTION:

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

GENERAL  RISKS:

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

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

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.

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

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

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

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

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

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

PROTOTYPE  RISK:

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

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

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

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

INTELLECTUAL  PROPERTY  RISK:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

COMPETITION:

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

INDUSTRY  RISKS:

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

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

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

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

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

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

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

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

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

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

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

RISKS  RELATED  TO  OUR  COMMON  STOCK

THE  MARKET  FOR  OUR  COMMON  STOCK  MAY  BE  ILLIQUID.

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

WE  MAY  EXPERIENCE  VOLATILITY  IN  OUR  COMMON  STOCK  PRICE.

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

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

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

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

WE  ARE  CONSIDERED  A  PENNY  STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PG  Engineering  Inc.  consists  of a unique scientific and entrepreneurial team
with  many  years  of  experience  in  optical  storage  Media  development  and
specifically  multi-layer technology. We have entered into a long term Agreement
with  PG  Engineering  for  the  development of the prototypes and products. The
overall  management  will  be  carried out from our headquarters in New York and
offices  in  London.  We will provide initial funding out of our available funds
and  we  will  be  responsible  for  the  overall  direction of the project. All
intellectual  property,  patents,  equipment,  know-how and products will belong
without  exception  to  us.

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

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

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

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

1st  Stage:  TARGET:

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

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

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

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

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

CHANGE  IN  MANAGEMENT  &  CONTROL:

Concurrent with the  acquisition, the  following  changes  were  made  to  the
management  team.

Ethel  Schwartz,  our  current  President  and  CEO   remains in her current
position  on an interim basis for the foreseeable future. In the future, when we
are  technically  advanced  and  financially capable, it is contemplated we will
seek  to  recruit an industry heavyweight for the position of CEO, The following
additional  officers  have  been  appointed.

Dr.  Alex  Libin  Chief  Operations  Officer

Yehudit  Hirsch  Corporate  Secretary

Irene  Kuan  Chairman,  &  Treasurer

RESIGNATION  OF  ORIGINAL  DIRCTORS:

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

Hyman  Schwartz
Eva  Beilus

DIRECTORS  AND  EXECUTIVE  OFFICERS

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

Ethel  Schwartz  54  Chief  Executive  Officer,  President,  Director
Dr.  Alex  Libin  59,  Chief  Operations  Officer,  Director
Irene  Kuan  48  Treasurer,  Chairman
Yehudit  Hirsch  28  Corporate  Secretary

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

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

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

     IRENE  KUAN,  TREASURER,  & CHAIRMAN: Irene Kuan was appointed Chairman and
     Treasurer effective August 4, 2004. Irene is a qualified accountant and has
     more  than  20  years experience in the accounting profession in the United
     Kingdom.  She  has  vast  experience  in  audits  of  large  public limited
     companies and has worked in the Insurance, Investments, Property and Retail
     Management  industries.  From  November  2003  to  the Present she has been
     employed  by  Visson  Technologies  U.K as Finance Director. From May 2003,
     until  November  2003  she  was on a Sabbatical. From August 2, 2002 to May
     2003, she was employed as an accountant and financial consultant to Euromaz
     Group. From April 2002 to until August 2002 , she was self employed in Real
     Estate  renovation.  From December 2001 to April 2002 Irene was employed by
     Hardy Underwriting Group where she served in a finance operations capacity.
     From  April  1991- November 2001 she was employed by Arig Insurance company
     Limited  from  in  an  Accounting  & operations capacity. She has worked at
     management  level  in the United Kingdom for the last 8 years and is now at
     Board  management,  holding  several  finance directorship of UK companies,
     including  a  public  company. Irene will manage the company's finances and
     will  contribute  towards  the  company's  future  expansion  plans.  Irene
     currently  hold  finance  directorship  in the following companies: Silicon
     Valley  Plc,  Visson  Displays  Limited,  HD  Clearview  Limited, Siptelcom
     Limited  Wilton  Business  Solutions  Limited,  &  Wilton  Claims  Ltd.

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

 EXECUTIVE  COMPENSATION  POLICY

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

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

EXECUTIVE  COMPENSATION  HISTORY:

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

Services  Period  Compensation

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

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

Stock  Options

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

2001  STOCK  OPTION  PLAN:
On  January  14, 2004, via consent of 78% of the shareholders of our Company the
2001  Stock  Option  Plan  was  ratified.

Pursuant  to  our  2001  stock  option plan, we granted stock options to various
officers  and  directors  as  follows:

5,000,000  stock options granted to Ethel Schwartz, CEO. Options are exercisable
at  .045.  which  is  the fair market price on the day the options were granted.
Options  are  valid  until  2008.

2,000,000  stock  options  granted  to  Eva Beilus, Secretary & V.P. Options are
exercisable  at .045. which is the fair market price on the day the options were
granted.  Options  are  valid  until  2008.

1,000,000  stock  options  granted  to  Hyman  Schwartz,  Director.  Options are
exercisable  at .045. which is the fair market price on the day the options were
granted.  Options  are  valid  until  2008.

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

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

Option  Holder  2001 Stock Option Plan Transferred Position After Option Holders
Original  Issuance  To  Seller  Closing

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.

2004  STOCK  OPTION  PLAN:

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

FUTURE  EXECUTIVE  COMPENSATION:

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

CERTAIN  BENEFICIAL  OWNERS:

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

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS & MANAGEMENT REFLECTING THE
ACQUISTIONS

Identity  of Stockholder Percentage of Or Entity Shares Owned Shares Owned   (1)
ETHEL SCHWARTZ . . . . . . . . . . . . . . . .       12,534,444        (2)       14%
 ------------------- -----

SOUTHWARK PROPERTIES                                 6,009,778 . . . . (3) (4)  .065%
-------------------- ------------------- -----
MAY LTD. . . . . . . . . . . . . . . . . . . .       23,304,249        (3) (4)   25%
-------------------- ------------------- -----
TRIGM INTERNATIONAL. . . . . . . . . . . . . .       22,442,999        (5)       24%
-------------------- ------------------- -----

ALL OFFICERS &
DIRECTORS AS A
GROUP. . . . . . . . . . . . . . . . . . . . .       12,534,444        (2)       14%

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

(2)  Includes 8,484,444 common shares owned by Ethel Schwartz, CEO. Additionally
Hyman  Schwartz,  a  director  of  our  company  prior  to the acquisitions owns
300,000  common  shares.  In  addition  Ethel  Schwartz  owns 3,125,000 warrants
underlying  the  2001  stock option plan, and Hyman owns 625,000 of the warrants
underlying  the  2001  stock  option  plan.  Hyman  is  Ethel's  spouse.

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

(4)  Sergei  Litvak is the authorized signatory and has controlling voting power
of  of  29%  of  Tri  GM International and has voting agreements with holders of
additional  24.5%  of  their  shares.
DILUTION FOLLOWING THE ACQUSITIONS:

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

Prior  to  the  acquisitions, described herein, our outstanding common shares of
was  19,541,444.  Following  the  acquisitions,  we  will  have  an aggregate of
92,497,220  common shares outstanding Of which 78% percent of the shares will be
owned  by  the shareholders and designees Of MultiDisc, Ltd. TriGm International
S.A.  and PG Engineering S.A. As a result our existing shareholders will realize
substantial  dilution  to  the  common stock which could have a material adverse
effect  on  the  price  of  our  shares.  In addition, since the acquisitions the
 Company issued an additional 350,000 common shares.

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

Consequently,  based on existing warrants, stock options, and future issuance of
shares  pursuant  to  the 2004 stock option plan an additional 23,603,000 shares
may  be  issued in addition to the 92,497,220 outstanding after the acquisitions
and recent issuances.

On  a  fully  diluted  basis,  and providing all of the warrants and options are
exercised,  we  will  have an aggregate of 116,100,022 outstanding common shares
which  will  cause  significant  dilution  to  existing and future shareholders.

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

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

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

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

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

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

VOTE  BY  CONSENT  OF  SHAREHOLDERS:

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

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

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

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

(iv)  The  amendment  of  NMEN's  Certificate  of  Incorporation to increase the
authorized  shares  of  the  company  from  100,000,000  to 200,000,000 million;

(v)  The  approval  of  the  2001  stock  option  plan

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

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

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,  200  Memorial  Parkway, Atlantic Highlands NJ 07716 Tel: 732-872-2727.

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

     We  are  located  at  1510  51  St.  Brooklyn,  NY. Our telephone number is
     718-435-5291.  Our  Fax  Number  is  718-972-6196  Email  Address:
     Shareholders@nmen.net.  Company  Home Page is www.nmen.net. We file all our
     reports on the Edgar Database of the SEC. You can access all of our filings
     on  www.sec.gov. Enter 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 5,000,000 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
$0.20  (Twenty  One  Cents)  Per  Share.  In  the  event that  the  Shares  are
not  sold  within  5  days  of  the  date  of  this Memorandum, the Offering may
be extended for up to an additional 5 days, at the discretion  of  New  Medium
Enterprises,  Inc.  The shares are subject to Rule 144 and cannot be sold prior
To one year from date of investment.

SUBSCRITION  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.
1510  51  St.
Brooklyn,  NY  11219
Tel:  718-435-5291
Fax  #  718-972-6196

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:

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, IncAny 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 BY REFERENCE:

Exhibit  2  Quarterly  Report  for  Period  Ending  March  30,  2004
Exhibit  3  Annual  Audited  Report  for  Fiscal  Year  Ending  June  30,  2003.

NEW  MEDIUM  ENTERPRISES,  INC.
(A  Nevada  Corporation)

Confidential  Private  Placement  Memorandum

SUBSCRIPTION  DOCUMENTS

     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.
                                1510  51st  Street
                            Brooklyn,  New  York  11219
                              Tel:  (718)  435-5291
                              Fax:  (718)  972-6196

                         SUBSCRIPTION  TABLE
NET OFFERING
OFFERING AMOUNT.  NUMBER OF COMMON SHARES  OFFERING PRICE   AMOUNT
----------------  -----------------------  ---------------  ----------
1,000,000 . . .                5,000,000  $    0.20 Cents  $1,000,000
----------------  -----------------------  ---------------  ----------
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 Qualified Institutional Buyers" or "For Accredited Investors" 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.

4.  Complete  pages  23-30  of the PROSPECTIVE PURCHASER QUESTIONNAIRE, and sign
on pages  26,  27,  28  and  29  of  the  Questionnaire,  as  applicable.

5.  Return  the  above  materials  along  with  payment  for  the amount of your
Subscription  to  the  Company  at  the  following  address:

                        New  Medium  Enterprises,  Inc.  1510
                         51st  Street  Brooklyn,  New  York
                          11219  Tel:  718-435-5291  Fax:
                                  718-972-6196

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.
1510  51  St.
Brooklyn,  NY  11219
Tel:  718-435-5291
Fax  #  718-972-6196

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.
ABA  #  021001088
Ref:  Subscription

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  By-Laws,  as 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, as amended, as well as other
documents  that  authorize  the trust to invest in the Common Shares If you have
any  questions  about the subscription documents. Please contact The company, at
telephone:  (718)  435-5291.

FAILURE  TO  COMPLY  WITH  THE  ABOVE  INSTRUCTIONS  MAY  CONSTITUTE  AN INVALID
SUBSCRIPTION,  WHICH,  IF  NOT  CORRECTED, COULD RESULT IN THE REJECTION OF YOUR
SUBSCRIPTION  REQUEST.  EVEN  IF  CORRECTED,  THE  DELAY  MAY  RESULT IN (1) THE
ACCEPTANCE  OF  ANOTHER  PURCHASER  WHOSE  SUBSCRIPTION  BOOKLET  WAS  INITIALLY
RECEIVED  BY  THE  SELLING  AGENT  AFTER  YOURS OR (2) THE OFFERING BEING CLOSED
WITHOUT  YOUR  SUBSCRIPTION  REQUEST  BEING  CONSIDERED  BY  THE  COMPANY.

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.  1510  51st  street,  Brooklyn,  New  York  11219.  Fax  #
718-972-6196.

Name  of  Subscriber:  Jasopt  Pty  Ltd.    U.S.  Social  Security:  N.A.
Address:  Level  3,  54-58  Park  St.  Sydney,  NSW  2000  Australia
Number  of  Common  Shares  Subscribed:   5,000,000.

                          NEW  MEDIUM  ENTERPRISES,  INC.
                             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 above
and on the signature page hereof, whereby shares are offered at $0.20 per share.
This  Subscription  Agreement  and the Confidential Private Placement Memorandum
dated  July 5, 2004, together with any amendments thereto relates to an offering
of  a  maximum  of  5,000,000  Common  Shares  @ .20 cents per Share. The Common
Shares,  are  subject  to  all  applicable  restrictions  as  required  by  law.

2.  Payment:  Funds  shall  be  wire  transferred  to  the  Company  at  the
coordinates  below:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.
ABA  #  021001088
Ref:  Subscription

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

4. Acceptance of Subscription/Rescission. 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."

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.

[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 persons'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;

(5)  A  private business development company as defined in Section 202(a)(22) of
the  Investment  Advisers  Act  of  1940;

___(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;

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

__X__(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

___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;

(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;

____(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.

____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;

____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;

___(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;

___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;

____(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;

____(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;

____(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;

____(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).

__(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

____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. ,
1510 51st Street, Brooklyn, New York 11219, 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  Subscription  Agreement and the rights and obligations
hereunder  are  not  transferable  or  assignable  by  the  undersigned.

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:________________________________

(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.

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

_____     (a)     One  or  more  individuals
____X_     (b)     A  corporation
_____     (c)     A  partnership
_____     (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;

(b)  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.  ____  ____  (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):

____ (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.

____(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):

_____1)  the  Partnership  is  a  partnership  formed  in  or  under the laws of
     the  States  or  any  political  subdivision  thereof.

     (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):

    ____1)  the  Corporation  is a corporation organized in or under the laws of
   the States  or  any  political  subdivision  thereof.

     ____  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).
    ____
(3)  neither  (1)  nor  (2)  above  is  true.

________________________________________
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.

Dated:

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
4th   day  of  August  2004.  Number  of  Common  Shares  being  subscribed
for:  5,000,000.

Graham  Cubbin  -Director
Jasopt  Pty  Limited
_________________________________________
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_Graham Cubbin, Director
(Signature  of  Authorized  Signatory)

Title: Director

Taxpayer  Identification  Number:N.A.

Date  of  Formation:___________________________

Address  of  Chief  Executive  Office  of  Subscriber:

__________________________________________

     _________________________________________

     _________________________________________

ACCEPTED  AND  AGREED:
NEW  MEDIUM  ENTERPRISES,  INC.

By:  Ethel Schwartz
Name:
Title:  CEO
Dated:  August 4,  2004

PROSPECTIVE  PURCHASER  QUESTIONNAIRE

 For  Confidential  Private  Offering
                    of
 New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.
     1510  51st  Street
Brooklyn,  New  York  11219

N.A.

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. , 1510 51st Street, Brooklyn, New York
11219,  as  soon  as  possible.

     PLEASE  TYPE  OR  PRINT

1.     Name:  ________________________________________________________
     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:  ___________________________________________________
     Nature  of  Business:  __________________________________________
Position:  ____________________________________________________
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): Employment, Position     Nature
of  or
Occupation

Duties          From          To
______________________________________________________________

______________________________________________________________

______________________________________________________________

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

     School               Degree          Year  Received
______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

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

     ___  $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):

     ___  $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):

     ___  $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):
___________________________________________________________________
___________________________________________________________________
     ___________________________________________________________________

11.     Investment  experience:

(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.
_____________________________________________________________
_____________________________________________________________
                                             ___________________________________
                                             __________________________
 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.
______________________________________________________________
______________________________________________________________
______________________________________________________________

13.     Indicate  whether  you  are  acting  for  your  own  account:
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 ___ day of _________
,  2004

_______________________________________
(Signature  of  Prospective  Purchaser)

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

(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.
1510  51st  Street
Brooklyn,  New  York  11219
(718)  435-5291

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).
______________________________________________________________
______________________________________________________________
______________________________________________________________

2.  he  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):
______________________________________________________________
______________________________________________________________
______________________________________________________________

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).
____________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
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:________________

     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