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  April  7,  2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                                      April  7,  2005

                           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:  (3.02)  Unregistered  Sale  of  Equity  Securities

On  April  7,  2005  the Company received $200,000 investment from an accredited
investor,  May  Ltd.  an  affiliate  of  the  Company.  The  company  is issuing
10,000,000  Million common shares to the Investor at $0.02 cents (Two Cents) per
share.  The  shares are restricted securities as the term is defined in Rule 144
of  Securities  Act.


                                    SIGNATURE

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

Dated:   April 8, 2005                         New Medium Enterprises, Inc.



                                                   By: /s/ Ethel Schwartz
                                                       -----------------
                                                      CEO, President






Item:  (9.01)   FINANCIAL  STATEMENTS  AND  EXHIBITS

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


                          NEW  MEDIUM  ENTERPRISES,  INC.
                             (A  Nevada  Corporation)


                    Confidential  Private  Placement  Memorandum

                       Price  Per  Share  $  0.02  Cents  Per  Share




                            TOTAL  PRIVATE  OFFERING:
                                $200,000.00  USD

                                 April  06,  2005


 An  Offering  of  up  to $ 200,000.00 Common Shares @ $0.02 Cents per
Share

TOTAL  COMMON            PRICE
 SHARES                   PER
OFFERED                  SHARE           TOTAL  PROCEEDS
-------------------  ---------      ---------------
10,000,000            $0.02  CENTS    $  200,000.00

----------
New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 10,000,000 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 a discount to the bid price as April 6, 2005
of $0.055 cents per share (See "RISK FACTORS" and "TERMS OF OFFERING AND PLAN OF
DISTRIBUTION").

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

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

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

          The  date  of  this  Memorandum  is  April  06,  2005.


(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
10,000,000 common shares for a gross subscription price of $0.02 (two cents) per
share.



     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.


OUR  COMPANY  HISTORY:

We  were  organized  in  the  State  of  Nevada on August 2, 1999 under the name
Shopoverseas.com  Inc.  On  July  10,  2000,  we  changed our name to New Medium
Enterprises,  Inc.  We  were  formed for the purpose establishing a portfolio of
Internet  related  businesses,  including  (i)  the development of our -Commerce
Software  Platform-CodeTrek  (ii)  Acquisition  and  planned  development of our
Broadband internet Services platform, (iii) and a portfolio of websites designed
for  internet  commerce.  As  a  result  of steadily declining market conditions
severely  impacting  the  markets for our CodeTrek proprietary software, for our
Broadeo  Wireless  business, and for our portfolio of internet web sites, during
2001  we  decided  to  abandon indefinitely allocation of our resources to these
assets,  and  further  to write off all of the assets on our books pertaining to
the above businesses so that we can preserve our resources for an acquisition of
a  business.

DESCRIPTION  OF  OUR  BUSINESS

On  January  13,  2004  we  acquired  all  of  the  intellectual property assets
pertaining  To  our  flagship  product,  Versatile  Multi  Layer  Disc (VMD). In
September  2005, we succeeded In producing a pre-Industrial prototype of our new
optical  storage  disc -VMD- containing 20GB of storage capacity that we believe
has  the  capability  of  storing  100  GB  of data and more, as compared to the
maximum  capacity  allowed  by the current highest capacity disc -a DVD 9- which
bears  only 8.5 GB of data, stored on two information layers. VMD is the acronym
for  "Versatile  MultiLayer Disc." It is a next generation optical disc designed
for  High  Definition  content:  motion  pictures,  video  on  demand,  sports
entertainment,  and  all  video  content  and  data.

The need to increase the disc storage capacity fivefold and, in fact, tenfold is
well  established. Consumers are ready to move into a new TV era-the era of HDTV
movies  and  broadcasts.  The Federal Communications Commission voted to require
electronics  manufacturers  to include digital tuners in all new television sets
by  2007  --  the  agency's  strongest  action  to  speed the federally required
conversion  to  digital  television.

A  DVD  can only record data on a maximum of two layers since an increase in the
number  of  layers  in  the disc increases the interlayer crosstalk and the data
cannot be read properly. Today a standard 120 mm single layer disc is limited to
its  current capacity of 4.7GB single layer or 8.5 GB dual layer. We possess the
technology  to manufacture & mass produce low cost RED LASER HDTV playback discs
capable  of being industrially implemented in the near term to supply the market
with  cost  effective  VMD  HDTV  Discs  (20GB first generation) & Drives. These
drives are DVD backward compatible, i.e. they fit all previous disc formats, and
there  is  no  need  to keep 2 drives at home. We anticipate the players will be
similarly  priced  to  the  current  DVD  discs  and  players.

VMD  is  precisely  the  same  size  and  thickness  as  DVD, however, while DVD
technology  is  limited  to a maximum of two data layers on a disc. VMD provides
the capability to place up to 20 layers on a single disc with no quality loss in
the  content  stored.  Through  multi layering, We are able to increase the disc
storage  capacity. Each layer adds approximately 5GB's of memory over a standard
DVD  disc.  While storing 100GB on a VMD disc is certainly feasible, the initial
VMD  products  will  be  more  modest;  in  the range of 20 GB and 30 GB discs &
players.  We  believe  that  such  disc capacities will more than satisfy the HD
market  for  the  next  several  years.


VMD  players  are  based  on  conventional red lasers and almost in all respects
similar  to  DVD  players.  In  particular VMD player will be naturally backward
compatible  with  DVD,  which will enable viewing of HD discs as well as current
DVD's.;

The  existing  CD-DVD infrastructure is based on RED LASER, which is highly cost
effective,  since it is easily produced by hundreds of firms all over the world.
The  entire  disc  infrastructure  involving  manufacturing  equipment including
mastering  and replicating processes have been created to accommodate Red Laser,
with  billions  of  investments  by  the  industry  and  consumers  to  date.

To substantially increase the storage capacity in this paradigm, new formats are
trying  to  change  to a new technology based on BLUE LASER, which has a shorter
wavelength  of  405  nanometers  as compared to 650 nanometers of the red laser.
This  makes it possible to focus the laser beam with more precision, thus making
information  pits  smaller  and in consequence enabling to hold more data on the
disc.  However, on the downside, BLUE LASER, by itself is far more expensive and
can  be  produced  for  the  time  being, only by one or few firms in the globe.
Besides  all  associated  disc  and  players  manufacturing  industry-one of the
largest  consumer  goods  branches  of  the Global economy- would be required to
refurbish  their  entire  infrastructure  to  accommodate  BLUE  LASER.


VMD manufacturing will be processed at existing DVD facilities with existing DVD
equipment.  Notwithstanding  that the scientific & technological concepts behind
VMD are different from DVD; the huge manufacturing infrastructure that was built
for  DVD  will  be  used  for  VMD  production  with  only very minor additional
accommodations,  at  an  inconsequential  cost.

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.

Consumers  spent  a  record  $21.2  billion  renting  and  buying  DVDs in 2004,
according to The Digital Entertainment Group (DEG) at the International Consumer
Electronics  Show.

According to DEG  DVD retail sales grew to $15.5 billion in 2004, an increase of
33  percent  over  last  year.  In  addition,  consumers also spent $5.7 billion
renting  DVDs.

In  the  fourth  quarter  2004  alone, nearly 530 million DVDs shipped to retail
according to figures compiled by Kaplan, Swicker and Simha on behalf of the DEG.
This  is  a  39  percent  increase over the same period last year. More than 1.5
billion  software  units  shipped  throughout 2004, bringing the total number of
units  shipped  since  launch to nearly four billion DVD IN MORE THAN 70 MILLION
U.S.  HOMES

According  to  figures  compiled  by  the  DEG  based  on data from the Consumer
Electronics  Association  (CEA),  retailers  and  manufacturers,  37 million DVD
players  were  sold  to  U.S.  consumers in 2004, a 10 percent increase over the
previous  year.  More  than  17  million  DVD players sold in the fourth quarter
alone.

Since  launch, more than 127 million DVD players, including set-top and portable
DVD  players,  Home-Theater-in-a-Box  systems,  TV/DVD  and  DVD/VCR combination
players,  have  sold  to  consumers, bringing the number of DVD households to 70
million  (adjusting  for households with more than one player). Approximately 45
percent  of  DVD  owners  now  have  more  than  one  player.

The  DEG  estimates  that  more  than 80 percent of U.S. households will have at
least  one  DVD  player  by  year-end  2005.  When accounting for computers with
DVD-ROM  drives  and  DVD-enabled  video  game consoles, an estimated 79 million
households  currently have the capability to play DVD, approaching three-fourths
of  all  U.S.  TV  households  (CENTRIS).

DEG: the Digital Entertainment Group (formerly the DVD Entertainment Group) is a
Los  Angeles-based,  industry-funded  nonprofit  corporation  that advocates and
promotes  the  many  benefits  associated  with  DVD  while  providing  updated
information regarding the format to both the media and the retail trade. The DEG
offers  a forum for member companies to engage in ongoing discussions concerning
various issues and opportunities, which relate to other new digital technologies
that  may  emerge  in  the  future.

We  posses  the technology to manufacture & mass produce low cost RED LASER HDTV
playback  discs  capable  of  being industrially implemented in the near term to
supply  the  market with cost effective VMD HDTV Discs (20GB first generation) &
Drives.  These  drives  are  DVD backward compatible, i.e. they fit all previous
disc  formats,  and there is no need to keep 2 drives at home. We anticipate the
players  will  be  similarly  priced  to  the  current  DVD  discs  and players.

We  plan to begin production of 20GB VMD Discs in 2005. We anticipate production
of  40  GB  2006.  Our  VMD  drives  will  also  read/write  all DVD formats. We
anticipate  releasing  VMD  recordable  by  the  end  of  2006.

We plan to pursue discussions and seek partnership with the major players in the
Global  entertainment  arena. We plan to establish contacts with major producers
of  computer  games  anxious for high capacity cheap optical storage. We plan to
offer  our  patented knowledge and know how for manufacturing hi-capacity VMD to
major  manufacturers  of optical storage, DVD discs, DVD drives and computer DVD
drives  (players).  We anticipate that production of VMD's holding 20-50GBGB and
players  will  generate  royalty  and  license  fees  n  a  per-unit  basis.


OUR  COMPETITION:

The need to increase the disc storage capacity fivefold and, in fact, tenfold is
well  established. Consumers are ready to move into a new TV era-the era of HDTV
movies  and  broadcasts.  The Federal Communications Commission voted to require
electronics  manufacturers  to include digital tuners in all new television sets
by  2007  --  the  agency's  strongest  action  to  speed the federally required
conversion to digital television. While High Definition sports and entertainment
can  now be viewed on TV, there is still no cost effective, pre-recorded HD DISC
which  has  sufficient capacity to play back high definition motion pictures and
other  HD  applications.



A  DVD  can only record data on a maximum of two layers since an increase in the
number  of  layers  in the disc increases the interlayer crosstalks and the data
cannot be read properly. Today a standard 120 mm single layer disc is limited to
its  current  capacity  of  4.7GB  single  layer  or  8.5  GB  dual  layer.


The  existing  CD-DVD infrastructure is based on RED LASER, which is highly cost
effective,  since it is easily produced by hundreds of firms all over the world.
The  entire  disc  infrastructure  involving  manufacturing  equipment including
mastering  and replicating processes have been created to accommodate Red Laser,
with  billions  of  investments  by  the  industry  and  consumers  to  date.


To substantially increase the storage capacity in this paradigm, our competitors
Giants such as Sony and Toshiba along with other members of their consortium are
trying  to  change  to a new technology based on BLUE LASER, which has a shorter
wavelength  of  405  nanometers  as compared to 650 nanometers of the red laser.
This  makes it possible to focus the laser beam with more precision, thus making
information  pits  smaller  and in consequence enabling to hold more data on the
disc. In essence, Blu-Ray replaces the current DVD red laser optical reader with
a  blue  one.  However,  on  the  downside,  BLUE  LASER,  by itself is far more
expensive  and difficult to manufacture, and can be produced for the time being,
only  by  one or few firms in the globe. Besides all associated disc and players
manufacturing  industry-one  of the largest consumer good branches of the Global
economy-  would  be  required  to  refurbish  their  entire  infrastructure  to
accommodate  BLUE  LASER.

Our  VMD  technology is not platform limited. We anticipate it can be adapted to
any  optical  storage formats proposed. We believe that up to the capacity of 50
GB  Red  Laser VMD will be expedient and relatively cheap. We Anticipate that in
2007,  when  the  blue  laser  becomes more reliable, for greater capacities and
first  and  utmost  for  VIDEO  ON  DEMAND  (over 100GB), Blue laser Multi-layer
Discs-Blue  Laser  VMD- will be developed along traditional lines. The objective
is  not  to over burden the process by placing higher and higher density of pits
on  a  disc  that  impose  unfeasible  stringent  tolerances  on  disc flatness,
numerical  apertures,  tilt  margins  etc.,  but  achieving  the capacity levels
through  multi-layering.  This will enable maintaining the density on each level
in  reasonable  limits,  thus providing "soft" tolerances for all the parameters
and  keeping  cheap  and  simple  manufacturing  technology.


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:

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

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

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

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

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

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


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

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

..  changes  in  data  storage  technological  protocols  and  standards;

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

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

..  limited  operation  and  management  history;

..  dependence  on  key  personnel;

..  other  factors  discussed  in  this  8-K  Report



INTELLECTUAL  PROPERTY  PROTECTION:

     The  first  comprehensive patent titled "Multi-layer quasi-reflective media
     and  method of its manufacturing" has been filed initially as a provisional
     US  patent  application with the enlarged version prepared as regular PCT &
     US  application  which  has  been submitted in 2003. This patent covers the
     basic  technological  principles  and processes of manufacturing of VMD. In
     addition, as per the acquisitions of MultiDisc and TriGM International S.A.
     we  acquired  a  portfolio of researched and isolated patentable inventions
     related  to  VMD  technologies  for  which  we  plan  to  apply  for patent
     protection  in  the  future.  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  VMD  concept  and intellectual property.

GENERAL  RISKS:

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

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

TECHNOLOGY  RISKS

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

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

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


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

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


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

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.  The $200,000 to be raised in this offering will last only a
very  short  period of time. WE WILL NEED TO RAISE SEVERAL MILLION IN ADDITIONAL
CAPITAL  TO  SUSTAIN  OPERATIONS.

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 and products.

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


RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

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

INTELLECTUAL  PROPERTY  RISK:


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


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

We  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 acquired a
portfolio of researched and isolated patentable inventions which include various
components  of VMD 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 (VMD). However, certain countries in the Pacific Rim
and  elsewhere may not offer the same degree of intellectual property protection
that  the U.S., European Community and Japan afford. Therefore, we may be unable
to  enforce  our  patent  rights  in those jurisdictions, even if we are able to
obtain  intellectual  property  rights.

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

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 VMD technology. In the
future, it is possible that we, the joint ventures and licensees will have sales
to  one  or  a  small number of customers which equal ten percent or more of our
consolidated  revenues.  This  would subject us to depending on that supplier or
joint  venture partner, which could have an adverse effect on our company and on
the  price  of  our  shares.

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

Pursuant  to  the  acquisitions  of  the  business and VMD Technology assets, we
issued  an  aggregate of 72,605,776 shares in exchange of the VMD 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,  the  outstanding shares were 92,147,220 common shares outstanding
Of  which  79% percent of the shares are owned by the shareholders and designees
Of MultiDisc, Ltd. TriGM International S.A. and PG Engineering S.A. In addition,
these  shareholders  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: many corporate
decisions  including  but  not  limited  to  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. Further
as  a  result  of this investment by May Ltd. who already owns 23,304,249 common
shares,  May  Ltd.  will  now  own  33,304,249, further increasing the number of
shares  owned  by  company  affiliates.  The beneficial owner of May Ltd. is Ann
Kellgren.  Ann Kelgren's spouse is Victor Danenza who is a controlling person of
our  company  and  who currently commands two board seats held by his designees,
which  comprises  half  of  the  Board  of  Directors.

 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 VMD 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.


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
  Barry  Williamson,    Director

  Yehudit  Hirsch  28  Corporate  Secretary


INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

ETHEL  SCHWARTZ:  CHAIRMAN,  CEO & TREASURER: (age 55) Ethel Schwartz is CEO and
President  of  our company on an interim basis for the foreseeable future. Ethel
has  been  President,  Chief Executive Officer, and founder of our company since
its  inception in 1999. 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: 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
holding  several  finance  directorship  of  UK  companies,  including  a public
company.  Irene  will  manage the company's finances and will contribute towards
the  company's future expansion plans. Irene currently hold finance directorship
in  the  following  companies:  Silicon  Valley Plc, Visson Displays Limited, HD
Clearview Limited, Siptelcom Limited Wilton Business Solutions Limited, & Wilton
Claims  Ltd.

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


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:     Fair  Market  Value     Price     Shares
8-99     10-01     $150,000     .03375     4,444,444
10-01     10-02         50,000     .025     2,000,000
10-02     12-03         62,000     .0559     1,112,000


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 expired on March 31, 2004 No awards were made.

FUTURE  EXECUTIVE  COMPENSATION:

We  have  not  entered  into any employment agreements with any of our executive
staff  for  future  compensation.

CERTAIN  BENEFICIAL  OWNERS:

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




SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS & MANAGEMENT REFLECTING THE
ACQUISTIONS

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




Ethel  Schwartz     12,534,444     (2)     13%
 -------------------  -----

Southwark  Properties      6,009,778                 (3)  (4)     .06%
--------------------  -------------------  -----
May  Ltd                      23,304,249                (3)  (4)     24%
--------------------  -------------------  -----
TriGM  International.     22,442,999                 (5)            23%
--------------------  -------------------  -----
Jasopt  Pty  Ltd.            5,000,000                (6)            5%
All  Officers  &
Directors  as  a
Group                        12,534,444                  (2)            13%
--------------------  -------------------  -----

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

(3) (4) Ann 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.

CERTAIN  RELATIONSHIPS  &  RELATED  TRANSACTIONS:

In  accordance  to the acquisition agreement with MultiDisk, we were required to
repay  a loan to Visson at closing for the amount of $84,000, included a loan of
$77,500 plus additional expenses incurred by Visson on behalf MultiDisk prior to
the  consummation  of the acquisition. Victor Danenza, spouse of Ann Kellgran, a
company  affiliate,  is  a  substantial beneficial owner Visson. Furthermore, in
accordance  to  our  Agreement  with  MultiDisk, a sum of $87,000 is owed to May
Ltd., which we are required to pay after the Company raises $500,000. May Ltd is
an  affiliate  of our company. In August 2004 we re-established a U.K. Office to
focus  on  business  Development.  We  signed  a  month  to  month  lease  for
approximately  1399  British  Pounds per month which is approximately $2,600 per
month  with  Triband  Global  Limited. Triband Global Limited is owned By Victor
Danenza,  the  spouse of Ann Kellgren who is an affiliate of our company. Victor
Danenza  has  a substantial beneficial ownership in May Ltd. Victor Danenza is a
control  person  of  the  company  and his designees occupy half of the board of
directors.

MANAGEMENT   DISCUSSION  AND  ANALYSIS

We  are  a development stage company currently engaged in the development of our
proprietary  technology,  VMD (Versatile MultiLayer Disc), next generation, high
capacity  high  definition  discs  &  players capable of playing High Definition
content  such  as  movies,  sporting  events,  and  other  HD  applications.

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

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

On August 8, 2004, we received a $1,000,000 investment from a single, accredited
Investor  against the issuance of 5,000,000 common shares. Shares are subject to
Rule  144.  In  August  we  re-established  a  U.K.  Office to focus on business
Development.  We  signed  a  month to month lease for approximately 1300 British
Pounds  per  month.


LIQUIDITY  &  CAPITAL  RESOURCES:

We  intend to meet our long-term liquidity needs through available cash and cash
flow  as  well  as  through  additional  financing  from outside sources. We are
attempting to raise additional funds in equity financing with private investors.
As  of  April 07, 2005 no agreements have been undertaken to obtain any funding
Other than the investment described herein.

RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDING  12-31-2004

We  have  generated  no  revenues  since  inception.

Research  &  Development:  During  the  quarter  ending  12-31-2004  we  spent
approximately BP 110,004 Equivalent to approximately $205,500 USD for Research &
Development,  plus  associated costs including travel related R&D amounted to BP
17,081  - USD equivalent $32,037 and R&D related equipment amounting to BP 7833,
USD  Equivalent  $14,691.  Total  R&D  $252,228  USD  equivalent.

General  and  Administrative  Expenses:

General  &  Administrative  UK  Office-  Consulting  Fees BP 15,080- USD $28,296
Travel  &  Related  BP 18,079- USD$ 33,928, Rent BP 6,272- USD $11,774 Equipment
4,942  USD  9269  Total  UK  Office  Administrative  $83,267.

NY  Office- public company expenses & NY Administrative Total $4,283, Consulting
Germany,  $8,593  Consulting  Israel  $  9,175, Approximate Total Administrative
Expenses  $105,318

PROFESSIONAL FEES: legal & Accounting $3,455 Patents $1,170 website 500, Outside
Consulting:  $121,404

The  company plans to begin production of VMD discs and drives in early 2005. In
order  to  gear  up  for  production,  the company will need to raise additional
capital to finance the manufacturing facility and engineering teams. The company
is  currently  in  discussions with several possible sources of funds. As of the
date  of  this  PPM no definitive agreements have been entered into. There is no
assurance  that  the  company  will enter into an agreement for funding, or that
funding  will  be  available  at  an  acceptable cost of funds. In the event the
company  is  unable  to  raise  the  necessary  funds,  it  will  be  forced  to
significantly  curb  its  activities  in  order  to  preserve  its  capital.


                 COMMITMENTS  AND  CONTINGENCIES

The Company has entered into several ongoing consultancy agreements with various
individuals  and companies. Monthly payments are approximately $10,000 per month
In  August  we re-established a U.K. office to focus on business Development. We
signed  a  month  to month lease for approximately 1300 British Pounds per month



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 have become eligible for
resale  pursuant to Rule 144. In addition, other exemptions may be available for
sales  of  such restricted securities held by non- affiliates. In July 2004, the
company  issued  an additional 5,000,000 shares to an accredited investor. These
shares will be eligible for resale pursuant to Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  registration.

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


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

EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:

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

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

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

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




NON-CUMULATIVE  VOTING

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

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

TRANSFER  AGENT

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

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

We  are  located  at  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.govEnter  New  Medium  Enterprises,  Inc.  All  of  our  filings  from
inception  are  posted  on  the  SEC  website.

TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION

TERMS  OF  OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 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 $0.06 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

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:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.

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

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

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

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

     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

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

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

EXHIBITS

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




                             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.




                             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 SHARES 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.


6 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.

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:  May  Ltd.
U.S.  Social  Security  No.:
     Address:  _______________________________________________
________________________________________________________
Telephone:  ____________________  Fax:  ___________________
Num              Common  Shares  Subscribed:_____10,000,000
_____


                             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 $0.02 per share.
This  Subscription  Agreement  and the Confidential Private Placement Memorandum
dated  April  06,  2005  ,  together  with  any amendments thereto relates to an
offering of a maximum of 10,000,000 Common Shares @ $0.02 (cents) per Share. The
Common  Shares,  are  referred  to  herein  as  the  "Securities".

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

Account  Name:  New  Medium  Enterprises,  Inc.


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

5.  Representations  and  Warranties.  The  undersigned  hereby  acknowledges,
represents  and  warrants  to,  and  agrees  with,  the  Company,  as  follows:

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

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

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

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

          (4)  No  oral  or written representations have been made other than as
          stated  in the PPM and no oral or written information furnished to the
          undersigned  or to the undersigned's adviser(s) in connection with the
          Offering  of  the  Common  Share 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
7the  Day  of  April  2005,  10,000,000   Common  Shares  being  subscribed  @

for:  Ann  Kellgren  -Director
May   Limited
_________________________________________
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_Ann  Kellgren,  Beneficial  Owner
(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": "3.02  & 9.01", "secsgml_size_bytes": 147292}]
{"company-data": {"conformed-name": "NEW MEDIUM ENTERPRISES INC", "cik": "0001126983", "assigned-sic": "3572", "irs-number": "113502174", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32779"}, "business-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184355291"}, "mail-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219"}}
SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549
---------------------------------

                                  FORM  8-K

                                 CURRENT  REPORT

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

                        DATE  OF  REPORT  April  7,  2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                                      April  7,  2005

                           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:  (3.02)  Unregistered  Sale  of  Equity  Securities

On  April  7,  2005  the Company received $200,000 investment from an accredited
investor,  May  Ltd.  an  affiliate  of  the  Company.  The  company  is issuing
10,000,000  Million common shares to the Investor at $0.02 cents (Two Cents) per
share.  The  shares are restricted securities as the term is defined in Rule 144
of  Securities  Act.

                                    SIGNATURE

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

Dated:   April 8, 2005                         New Medium Enterprises, Inc.

                                                   By: /s/ Ethel Schwartz
                                                       -----------------
                                                      CEO, President

Item:  (9.01)   FINANCIAL  STATEMENTS  AND  EXHIBITS

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

                          NEW  MEDIUM  ENTERPRISES,  INC.
                             (A  Nevada  Corporation)

                    Confidential  Private  Placement  Memorandum

                       Price  Per  Share  $  0.02  Cents  Per  Share

                            TOTAL  PRIVATE  OFFERING:
                                $200,000.00  USD

                                 April  06,  2005

 An  Offering  of  up  to $ 200,000.00 Common Shares @ $0.02 Cents per
Share

TOTAL  COMMON            PRICE
 SHARES                   PER
OFFERED                  SHARE           TOTAL  PROCEEDS
-------------------  ---------      ---------------
10,000,000            $0.02  CENTS    $  200,000.00

----------
New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 10,000,000 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 a discount to the bid price as April 6, 2005
of $0.055 cents per share (See "RISK FACTORS" and "TERMS OF OFFERING AND PLAN OF
DISTRIBUTION").

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

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

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

          The  date  of  this  Memorandum  is  April  06,  2005.

(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
10,000,000 common shares for a gross subscription price of $0.02 (two cents) per
share.

     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.

OUR  COMPANY  HISTORY:

We  were  organized  in  the  State  of  Nevada on August 2, 1999 under the name
Shopoverseas.com  Inc.  On  July  10,  2000,  we  changed our name to New Medium
Enterprises,  Inc.  We  were  formed for the purpose establishing a portfolio of
Internet  related  businesses,  including  (i)  the development of our -Commerce
Software  Platform-CodeTrek  (ii)  Acquisition  and  planned  development of our
Broadband internet Services platform, (iii) and a portfolio of websites designed
for  internet  commerce.  As  a  result  of steadily declining market conditions
severely  impacting  the  markets for our CodeTrek proprietary software, for our
Broadeo  Wireless  business, and for our portfolio of internet web sites, during
2001  we  decided  to  abandon indefinitely allocation of our resources to these
assets,  and  further  to write off all of the assets on our books pertaining to
the above businesses so that we can preserve our resources for an acquisition of
a  business.

DESCRIPTION  OF  OUR  BUSINESS

On  January  13,  2004  we  acquired  all  of  the  intellectual property assets
pertaining  To  our  flagship  product,  Versatile  Multi  Layer  Disc (VMD). In
September  2005, we succeeded In producing a pre-Industrial prototype of our new
optical  storage  disc -VMD- containing 20GB of storage capacity that we believe
has  the  capability  of  storing  100  GB  of data and more, as compared to the
maximum  capacity  allowed  by the current highest capacity disc -a DVD 9- which
bears  only 8.5 GB of data, stored on two information layers. VMD is the acronym
for  "Versatile  MultiLayer Disc." It is a next generation optical disc designed
for  High  Definition  content:  motion  pictures,  video  on  demand,  sports
entertainment,  and  all  video  content  and  data.

The need to increase the disc storage capacity fivefold and, in fact, tenfold is
well  established. Consumers are ready to move into a new TV era-the era of HDTV
movies  and  broadcasts.  The Federal Communications Commission voted to require
electronics  manufacturers  to include digital tuners in all new television sets
by  2007  --  the  agency's  strongest  action  to  speed the federally required
conversion  to  digital  television.

A  DVD  can only record data on a maximum of two layers since an increase in the
number  of  layers  in  the disc increases the interlayer crosstalk and the data
cannot be read properly. Today a standard 120 mm single layer disc is limited to
its  current capacity of 4.7GB single layer or 8.5 GB dual layer. We possess the
technology  to manufacture & mass produce low cost RED LASER HDTV playback discs
capable  of being industrially implemented in the near term to supply the market
with  cost  effective  VMD  HDTV  Discs  (20GB first generation) & Drives. These
drives are DVD backward compatible, i.e. they fit all previous disc formats, and
there  is  no  need  to keep 2 drives at home. We anticipate the players will be
similarly  priced  to  the  current  DVD  discs  and  players.

VMD  is  precisely  the  same  size  and  thickness  as  DVD, however, while DVD
technology  is  limited  to a maximum of two data layers on a disc. VMD provides
the capability to place up to 20 layers on a single disc with no quality loss in
the  content  stored.  Through  multi layering, We are able to increase the disc
storage  capacity. Each layer adds approximately 5GB's of memory over a standard
DVD  disc.  While storing 100GB on a VMD disc is certainly feasible, the initial
VMD  products  will  be  more  modest;  in  the range of 20 GB and 30 GB discs &
players.  We  believe  that  such  disc capacities will more than satisfy the HD
market  for  the  next  several  years.

VMD  players  are  based  on  conventional red lasers and almost in all respects
similar  to  DVD  players.  In  particular VMD player will be naturally backward
compatible  with  DVD,  which will enable viewing of HD discs as well as current
DVD's.;

The  existing  CD-DVD infrastructure is based on RED LASER, which is highly cost
effective,  since it is easily produced by hundreds of firms all over the world.
The  entire  disc  infrastructure  involving  manufacturing  equipment including
mastering  and replicating processes have been created to accommodate Red Laser,
with  billions  of  investments  by  the  industry  and  consumers  to  date.

To substantially increase the storage capacity in this paradigm, new formats are
trying  to  change  to a new technology based on BLUE LASER, which has a shorter
wavelength  of  405  nanometers  as compared to 650 nanometers of the red laser.
This  makes it possible to focus the laser beam with more precision, thus making
information  pits  smaller  and in consequence enabling to hold more data on the
disc.  However, on the downside, BLUE LASER, by itself is far more expensive and
can  be  produced  for  the  time  being, only by one or few firms in the globe.
Besides  all  associated  disc  and  players  manufacturing  industry-one of the
largest  consumer  goods  branches  of  the Global economy- would be required to
refurbish  their  entire  infrastructure  to  accommodate  BLUE  LASER.

VMD manufacturing will be processed at existing DVD facilities with existing DVD
equipment.  Notwithstanding  that the scientific & technological concepts behind
VMD are different from DVD; the huge manufacturing infrastructure that was built
for  DVD  will  be  used  for  VMD  production  with  only very minor additional
accommodations,  at  an  inconsequential  cost.

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.

Consumers  spent  a  record  $21.2  billion  renting  and  buying  DVDs in 2004,
according to The Digital Entertainment Group (DEG) at the International Consumer
Electronics  Show.

According to DEG  DVD retail sales grew to $15.5 billion in 2004, an increase of
33  percent  over  last  year.  In  addition,  consumers also spent $5.7 billion
renting  DVDs.

In  the  fourth  quarter  2004  alone, nearly 530 million DVDs shipped to retail
according to figures compiled by Kaplan, Swicker and Simha on behalf of the DEG.
This  is  a  39  percent  increase over the same period last year. More than 1.5
billion  software  units  shipped  throughout 2004, bringing the total number of
units  shipped  since  launch to nearly four billion DVD IN MORE THAN 70 MILLION
U.S.  HOMES

According  to  figures  compiled  by  the  DEG  based  on data from the Consumer
Electronics  Association  (CEA),  retailers  and  manufacturers,  37 million DVD
players  were  sold  to  U.S.  consumers in 2004, a 10 percent increase over the
previous  year.  More  than  17  million  DVD players sold in the fourth quarter
alone.

Since  launch, more than 127 million DVD players, including set-top and portable
DVD  players,  Home-Theater-in-a-Box  systems,  TV/DVD  and  DVD/VCR combination
players,  have  sold  to  consumers, bringing the number of DVD households to 70
million  (adjusting  for households with more than one player). Approximately 45
percent  of  DVD  owners  now  have  more  than  one  player.

The  DEG  estimates  that  more  than 80 percent of U.S. households will have at
least  one  DVD  player  by  year-end  2005.  When accounting for computers with
DVD-ROM  drives  and  DVD-enabled  video  game consoles, an estimated 79 million
households  currently have the capability to play DVD, approaching three-fourths
of  all  U.S.  TV  households  (CENTRIS).

DEG: the Digital Entertainment Group (formerly the DVD Entertainment Group) is a
Los  Angeles-based,  industry-funded  nonprofit  corporation  that advocates and
promotes  the  many  benefits  associated  with  DVD  while  providing  updated
information regarding the format to both the media and the retail trade. The DEG
offers  a forum for member companies to engage in ongoing discussions concerning
various issues and opportunities, which relate to other new digital technologies
that  may  emerge  in  the  future.

We  posses  the technology to manufacture & mass produce low cost RED LASER HDTV
playback  discs  capable  of  being industrially implemented in the near term to
supply  the  market with cost effective VMD HDTV Discs (20GB first generation) &
Drives.  These  drives  are  DVD backward compatible, i.e. they fit all previous
disc  formats,  and there is no need to keep 2 drives at home. We anticipate the
players  will  be  similarly  priced  to  the  current  DVD  discs  and players.

We  plan to begin production of 20GB VMD Discs in 2005. We anticipate production
of  40  GB  2006.  Our  VMD  drives  will  also  read/write  all DVD formats. We
anticipate  releasing  VMD  recordable  by  the  end  of  2006.

We plan to pursue discussions and seek partnership with the major players in the
Global  entertainment  arena. We plan to establish contacts with major producers
of  computer  games  anxious for high capacity cheap optical storage. We plan to
offer  our  patented knowledge and know how for manufacturing hi-capacity VMD to
major  manufacturers  of optical storage, DVD discs, DVD drives and computer DVD
drives  (players).  We anticipate that production of VMD's holding 20-50GBGB and
players  will  generate  royalty  and  license  fees  n  a  per-unit  basis.

OUR  COMPETITION:

The need to increase the disc storage capacity fivefold and, in fact, tenfold is
well  established. Consumers are ready to move into a new TV era-the era of HDTV
movies  and  broadcasts.  The Federal Communications Commission voted to require
electronics  manufacturers  to include digital tuners in all new television sets
by  2007  --  the  agency's  strongest  action  to  speed the federally required
conversion to digital television. While High Definition sports and entertainment
can  now be viewed on TV, there is still no cost effective, pre-recorded HD DISC
which  has  sufficient capacity to play back high definition motion pictures and
other  HD  applications.

A  DVD  can only record data on a maximum of two layers since an increase in the
number  of  layers  in the disc increases the interlayer crosstalks and the data
cannot be read properly. Today a standard 120 mm single layer disc is limited to
its  current  capacity  of  4.7GB  single  layer  or  8.5  GB  dual  layer.

The  existing  CD-DVD infrastructure is based on RED LASER, which is highly cost
effective,  since it is easily produced by hundreds of firms all over the world.
The  entire  disc  infrastructure  involving  manufacturing  equipment including
mastering  and replicating processes have been created to accommodate Red Laser,
with  billions  of  investments  by  the  industry  and  consumers  to  date.

To substantially increase the storage capacity in this paradigm, our competitors
Giants such as Sony and Toshiba along with other members of their consortium are
trying  to  change  to a new technology based on BLUE LASER, which has a shorter
wavelength  of  405  nanometers  as compared to 650 nanometers of the red laser.
This  makes it possible to focus the laser beam with more precision, thus making
information  pits  smaller  and in consequence enabling to hold more data on the
disc. In essence, Blu-Ray replaces the current DVD red laser optical reader with
a  blue  one.  However,  on  the  downside,  BLUE  LASER,  by itself is far more
expensive  and difficult to manufacture, and can be produced for the time being,
only  by  one or few firms in the globe. Besides all associated disc and players
manufacturing  industry-one  of the largest consumer good branches of the Global
economy-  would  be  required  to  refurbish  their  entire  infrastructure  to
accommodate  BLUE  LASER.

Our  VMD  technology is not platform limited. We anticipate it can be adapted to
any  optical  storage formats proposed. We believe that up to the capacity of 50
GB  Red  Laser VMD will be expedient and relatively cheap. We Anticipate that in
2007,  when  the  blue  laser  becomes more reliable, for greater capacities and
first  and  utmost  for  VIDEO  ON  DEMAND  (over 100GB), Blue laser Multi-layer
Discs-Blue  Laser  VMD- will be developed along traditional lines. The objective
is  not  to over burden the process by placing higher and higher density of pits
on  a  disc  that  impose  unfeasible  stringent  tolerances  on  disc flatness,
numerical  apertures,  tilt  margins  etc.,  but  achieving  the capacity levels
through  multi-layering.  This will enable maintaining the density on each level
in  reasonable  limits,  thus providing "soft" tolerances for all the parameters
and  keeping  cheap  and  simple  manufacturing  technology.

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:

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

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

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

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

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

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

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

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

..  changes  in  data  storage  technological  protocols  and  standards;

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

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

..  limited  operation  and  management  history;

..  dependence  on  key  personnel;

..  other  factors  discussed  in  this  8-K  Report

INTELLECTUAL  PROPERTY  PROTECTION:

     The  first  comprehensive patent titled "Multi-layer quasi-reflective media
     and  method of its manufacturing" has been filed initially as a provisional
     US  patent  application with the enlarged version prepared as regular PCT &
     US  application  which  has  been submitted in 2003. This patent covers the
     basic  technological  principles  and processes of manufacturing of VMD. In
     addition, as per the acquisitions of MultiDisc and TriGM International S.A.
     we  acquired  a  portfolio of researched and isolated patentable inventions
     related  to  VMD  technologies  for  which  we  plan  to  apply  for patent
     protection  in  the  future.  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  VMD  concept  and intellectual property.

GENERAL  RISKS:

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

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

TECHNOLOGY  RISKS

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

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

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

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

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

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

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.  The $200,000 to be raised in this offering will last only a
very  short  period of time. WE WILL NEED TO RAISE SEVERAL MILLION IN ADDITIONAL
CAPITAL  TO  SUSTAIN  OPERATIONS.

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 and products.

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

RISKS  IN  COST  ESTIMATES  FOR  FUTURE  MASS  PRODUCTION:

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

INTELLECTUAL  PROPERTY  RISK:

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

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

We  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 acquired a
portfolio of researched and isolated patentable inventions which include various
components  of VMD 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 (VMD). However, certain countries in the Pacific Rim
and  elsewhere may not offer the same degree of intellectual property protection
that  the U.S., European Community and Japan afford. Therefore, we may be unable
to  enforce  our  patent  rights  in those jurisdictions, even if we are able to
obtain  intellectual  property  rights.

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

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 VMD technology. In the
future, it is possible that we, the joint ventures and licensees will have sales
to  one  or  a  small number of customers which equal ten percent or more of our
consolidated  revenues.  This  would subject us to depending on that supplier or
joint  venture partner, which could have an adverse effect on our company and on
the  price  of  our  shares.

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

Pursuant  to  the  acquisitions  of  the  business and VMD Technology assets, we
issued  an  aggregate of 72,605,776 shares in exchange of the VMD 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,  the  outstanding shares were 92,147,220 common shares outstanding
Of  which  79% percent of the shares are owned by the shareholders and designees
Of MultiDisc, Ltd. TriGM International S.A. and PG Engineering S.A. In addition,
these  shareholders  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: many corporate
decisions  including  but  not  limited  to  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. Further
as  a  result  of this investment by May Ltd. who already owns 23,304,249 common
shares,  May  Ltd.  will  now  own  33,304,249, further increasing the number of
shares  owned  by  company  affiliates.  The beneficial owner of May Ltd. is Ann
Kellgren.  Ann Kelgren's spouse is Victor Danenza who is a controlling person of
our  company  and  who currently commands two board seats held by his designees,
which  comprises  half  of  the  Board  of  Directors.

 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 VMD 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.

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
  Barry  Williamson,    Director

  Yehudit  Hirsch  28  Corporate  Secretary

INFORMATION  CONCERNING  OFFICERS  &  DIRECTORS:

ETHEL  SCHWARTZ:  CHAIRMAN,  CEO & TREASURER: (age 55) Ethel Schwartz is CEO and
President  of  our company on an interim basis for the foreseeable future. Ethel
has  been  President,  Chief Executive Officer, and founder of our company since
its  inception in 1999. 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: 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
holding  several  finance  directorship  of  UK  companies,  including  a public
company.  Irene  will  manage the company's finances and will contribute towards
the  company's future expansion plans. Irene currently hold finance directorship
in  the  following  companies:  Silicon  Valley Plc, Visson Displays Limited, HD
Clearview Limited, Siptelcom Limited Wilton Business Solutions Limited, & Wilton
Claims  Ltd.

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

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:     Fair  Market  Value     Price     Shares
8-99     10-01     $150,000     .03375     4,444,444
10-01     10-02         50,000     .025     2,000,000
10-02     12-03         62,000     .0559     1,112,000

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 expired on March 31, 2004 No awards were made.

FUTURE  EXECUTIVE  COMPENSATION:

We  have  not  entered  into any employment agreements with any of our executive
staff  for  future  compensation.

CERTAIN  BENEFICIAL  OWNERS:

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

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS & MANAGEMENT REFLECTING THE
ACQUISTIONS

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

Ethel  Schwartz     12,534,444     (2)     13%
 -------------------  -----

Southwark  Properties      6,009,778                 (3)  (4)     .06%
--------------------  -------------------  -----
May  Ltd                      23,304,249                (3)  (4)     24%
--------------------  -------------------  -----
TriGM  International.     22,442,999                 (5)            23%
--------------------  -------------------  -----
Jasopt  Pty  Ltd.            5,000,000                (6)            5%
All  Officers  &
Directors  as  a
Group                        12,534,444                  (2)            13%
--------------------  -------------------  -----

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

(3) (4) Ann 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.

CERTAIN  RELATIONSHIPS  &  RELATED  TRANSACTIONS:

In  accordance  to the acquisition agreement with MultiDisk, we were required to
repay  a loan to Visson at closing for the amount of $84,000, included a loan of
$77,500 plus additional expenses incurred by Visson on behalf MultiDisk prior to
the  consummation  of the acquisition. Victor Danenza, spouse of Ann Kellgran, a
company  affiliate,  is  a  substantial beneficial owner Visson. Furthermore, in
accordance  to  our  Agreement  with  MultiDisk, a sum of $87,000 is owed to May
Ltd., which we are required to pay after the Company raises $500,000. May Ltd is
an  affiliate  of our company. In August 2004 we re-established a U.K. Office to
focus  on  business  Development.  We  signed  a  month  to  month  lease  for
approximately  1399  British  Pounds per month which is approximately $2,600 per
month  with  Triband  Global  Limited. Triband Global Limited is owned By Victor
Danenza,  the  spouse of Ann Kellgren who is an affiliate of our company. Victor
Danenza  has  a substantial beneficial ownership in May Ltd. Victor Danenza is a
control  person  of  the  company  and his designees occupy half of the board of
directors.

MANAGEMENT   DISCUSSION  AND  ANALYSIS

We  are  a development stage company currently engaged in the development of our
proprietary  technology,  VMD (Versatile MultiLayer Disc), next generation, high
capacity  high  definition  discs  &  players capable of playing High Definition
content  such  as  movies,  sporting  events,  and  other  HD  applications.

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

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

On August 8, 2004, we received a $1,000,000 investment from a single, accredited
Investor  against the issuance of 5,000,000 common shares. Shares are subject to
Rule  144.  In  August  we  re-established  a  U.K.  Office to focus on business
Development.  We  signed  a  month to month lease for approximately 1300 British
Pounds  per  month.

LIQUIDITY  &  CAPITAL  RESOURCES:

We  intend to meet our long-term liquidity needs through available cash and cash
flow  as  well  as  through  additional  financing  from outside sources. We are
attempting to raise additional funds in equity financing with private investors.
As  of  April 07, 2005 no agreements have been undertaken to obtain any funding
Other than the investment described herein.

RESULTS  OF  OPERATIONS  FOR  THE  THREE  MONTHS  ENDING  12-31-2004

We  have  generated  no  revenues  since  inception.

Research  &  Development:  During  the  quarter  ending  12-31-2004  we  spent
approximately BP 110,004 Equivalent to approximately $205,500 USD for Research &
Development,  plus  associated costs including travel related R&D amounted to BP
17,081  - USD equivalent $32,037 and R&D related equipment amounting to BP 7833,
USD  Equivalent  $14,691.  Total  R&D  $252,228  USD  equivalent.

General  and  Administrative  Expenses:

General  &  Administrative  UK  Office-  Consulting  Fees BP 15,080- USD $28,296
Travel  &  Related  BP 18,079- USD$ 33,928, Rent BP 6,272- USD $11,774 Equipment
4,942  USD  9269  Total  UK  Office  Administrative  $83,267.

NY  Office- public company expenses & NY Administrative Total $4,283, Consulting
Germany,  $8,593  Consulting  Israel  $  9,175, Approximate Total Administrative
Expenses  $105,318

PROFESSIONAL FEES: legal & Accounting $3,455 Patents $1,170 website 500, Outside
Consulting:  $121,404

The  company plans to begin production of VMD discs and drives in early 2005. In
order  to  gear  up  for  production,  the company will need to raise additional
capital to finance the manufacturing facility and engineering teams. The company
is  currently  in  discussions with several possible sources of funds. As of the
date  of  this  PPM no definitive agreements have been entered into. There is no
assurance  that  the  company  will enter into an agreement for funding, or that
funding  will  be  available  at  an  acceptable cost of funds. In the event the
company  is  unable  to  raise  the  necessary  funds,  it  will  be  forced  to
significantly  curb  its  activities  in  order  to  preserve  its  capital.

                 COMMITMENTS  AND  CONTINGENCIES

The Company has entered into several ongoing consultancy agreements with various
individuals  and companies. Monthly payments are approximately $10,000 per month
In  August  we re-established a U.K. office to focus on business Development. We
signed  a  month  to month lease for approximately 1300 British Pounds per month

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 have become eligible for
resale  pursuant to Rule 144. In addition, other exemptions may be available for
sales  of  such restricted securities held by non- affiliates. In July 2004, the
company  issued  an additional 5,000,000 shares to an accredited investor. These
shares will be eligible for resale pursuant to Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  registration.

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

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

EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:

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

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

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

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

NON-CUMULATIVE  VOTING

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

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

TRANSFER  AGENT

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

WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:

We  are  located  at  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.govEnter  New  Medium  Enterprises,  Inc.  All  of  our  filings  from
inception  are  posted  on  the  SEC  website.

TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION

TERMS  OF  OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 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 $0.06 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

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:

HSBC  Bank
Account  Name:  New  Medium  Enterprises,  Inc.

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

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

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

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

     INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

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

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

EXHIBITS

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

                             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.

                             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 SHARES 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.

6 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.

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:  May  Ltd.
U.S.  Social  Security  No.:
     Address:  _______________________________________________
________________________________________________________
Telephone:  ____________________  Fax:  ___________________
Num              Common  Shares  Subscribed:_____10,000,000
_____

                             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 $0.02 per share.
This  Subscription  Agreement  and the Confidential Private Placement Memorandum
dated  April  06,  2005  ,  together  with  any amendments thereto relates to an
offering of a maximum of 10,000,000 Common Shares @ $0.02 (cents) per Share. The
Common  Shares,  are  referred  to  herein  as  the  "Securities".

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

Account  Name:  New  Medium  Enterprises,  Inc.

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

5.  Representations  and  Warranties.  The  undersigned  hereby  acknowledges,
represents  and  warrants  to,  and  agrees  with,  the  Company,  as  follows:

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

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

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

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

          (4)  No  oral  or written representations have been made other than as
          stated  in the PPM and no oral or written information furnished to the
          undersigned  or to the undersigned's adviser(s) in connection with the
          Offering  of  the  Common  Share 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
7the  Day  of  April  2005,  10,000,000   Common  Shares  being  subscribed  @

for:  Ann  Kellgren  -Director
May   Limited
_________________________________________
Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

_Ann  Kellgren,  Beneficial  Owner
(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