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

                          DATE  OF  REPORT  JUNE  14,  2005
                        (DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------


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


            (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)


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

      NEVADA                                11-3502174

       (ADDRESS,  INCLUDING  ZIP  CODE,  AND  TELEPHONE  NUMBER,  INCLUDING AREA
               CODE,  OF  REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)
                          DATE  OF  REPORT  JUNE  14,   2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                            MAHESH  JAYANARAYAN,  CEO

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

ITEM:  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES


ON  JUNE 14, 2005 THE COMPANY RECEIVED $400,000.38 INVESTMENT FROM AN ACCREDITED
INVESTOR.  THE  COMPANY  IS ISSUING 5,804,594 COMMON SHARES TO THE INVESTOR AT A
PRICE  OF  $0.0689  CENTS  PER  SHARE.  THE  SHARES  TO BE ISSUED ARE RESTRICTED
SECURITIES  AS  THE  TERM  IS  DEFINED  IN  RULE  144  OF  SECURITIES  ACT.

 SIGNATURES

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




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


By:  /s/  Mahesh Jayaranayan
CEO

June 20, 2005


ITEM  9.01  EXHIBITS



                          PRIVATE PLACEMENT MEMORANDUM


                          NEW  MEDIUM  ENTERPRISES,  INC.

                              A  NEVADA  CORPORATION



                     PRICE  PER  SHARE  $  0.0689  CENTS  PER  SHARE

                                PRIVATE OFFERING
                          OF 5,804,594 COMMON SHARES
                                $400,000.38 USD

                          NEW MEDIUM ENTERPRISES, INC.
                                  1510  51  ST.
                            BROOKLYN,  NEW  YORK  11219
                                 (718)  435-5291

                                  JUNE  1,  2005


AN  OFFERING  OF  UP  TO  5,804,594  COMMON  SHARES  @0.0689  CENTS  PER  SHARE


<TABLE>
<CAPTION>



<S>                          <C>               <C>

TOTAL COMMON SHARES
 OFFERED                    PRICE PER SHARE   TOTAL PROCEEDS
---------------------------  ----------------  ---------------
5,804,594 . . . . . . . . .  $0.0689 CENTS  $    400,000.38
---------------------------  ----------------  ---------------
</TABLE>

                          PRIVATE PLACEMENT MEMORANDUM


                          NEW MEDIUM ENTERPRISES, INC.
                              A NEVADA CORPORATION



                     Price Per Share $ 0.0689 Cents Per Share
                            TOTAL PRIVATE OFFERING:
                                  $400,000.38 USD


                          NEW MEDIUM ENTERPRISES, INC.
                                  1510 51 St.
                            BROOKLYN, NEW YORK 11219
                                 (718) 435-5291

                                  June 1, 2005


An Offering of up to 5,804,594  Common Shares @0.0689 Cents per Share


TOTAL  COMMON

5,804,594     $0.0689  CENTS     $400,000.38





New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for  sale up to 5,804,594 Common Shares on a "best efforts" basis The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The offering price has been
determined  by  the Company based on the bid price as of $0.0689 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 June 1, 2005
(1)The offering is being sold by Company.

(2)Before  deducting  expenses of the offering for the Company's legal, filing,
accounting fees, printing costs, and other related offering costs payable by the
Company,  estimated  at  $  2,000.00

(3)The offering is being conducted on a "best efforts" basis, with a maximum of
5,804,594 Common Shares for a gross subscription price of $ 400,000.38 available
for  sale.

The Common Shares are offered by the Company subject to prior sale, when, as and
if delivered to a Subscriber, accepted by it, and subject to approval of certain
legal  matters by counsel. The Company reserves the right to withdraw, cancel or
modify  such  offer and to reject any order in whole or in part. Delivery of the
Common  Shares  will  be  made to investors promptly upon release from escrow of
Subscriber  funds.  This  offering  is  valid  for  5 days from the date of this
Memorandum (unless extended for up to an additional 5 days, in the discretion of
the  Company), unless terminated earlier by the Company. (See "TERMS OF OFFERING

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

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

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

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

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

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

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

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

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

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

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

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

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


                             JURISDICTIONAL NOTICES

FOR CALIFORNIA RESIDENTS

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

FOR CONNECTICUT RESIDENTS

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

FOR FLORIDA RESIDENTS

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

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

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

FOR NEW JERSEY RESIDENTS

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

FOR PENNSYLVANIA RESIDENTS

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

FOR RESIDENTS OF ALL STATES

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

     TABLE  OF  CONTENTS

PRIVATE  PLACEMENT  SUMMARY     9
---------------------------
OUR  COMPANY  HISTORY:     9
----------------------
DESCRIPTION  OF  OUR  BUSINESS     9
------------------------------
MARKET  OPPORTUNITY     11
-------------------
FORWARD  LOOKING  STATEMENTS     13
----------------------------
INTELLECTUAL  PROPERTY  PROTECTION:     14
-----------------------------------
GENERAL  RISKS:     14
---------------
TECHNOLOGY  RISKS     15
-----------------
BUSINESS  RISK:     18
---------------
INDUSTRY  RISKS:     20
----------------
RISKS  RELATED  TO  OUR  COMMON  STOCK     22
--------------------------------------
DIRECTORS  AND  EXECUTIVE  OFFICERS     23
-----------------------------------
2001  STOCK  OPTION  PLAN:     24
--------------------------
CERTAIN  BENEFICIAL  OWNERS:     25
----------------------------
CERTAIN  RELATIONSHIPS  &  RELATED  TRANSACTIONS:     26
-------------------------------------------------
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS     27
---------------------------------------
SHARES  ELIGIBLE  FOR  FUTURE  SALES:     29
-------------------------------------
EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:     29
------------------------------------------
NON-CUMULATIVE  VOTING     30
----------------------
DIVIDENDS     30
---------
TRANSFER  AGENT     30
---------------
WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:     31
----------------------------------------------
TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION     31
------------------------------------------------
SUBSCRITION  DOCUMENTS  &  WIRE  TRANFER  OF  FUNDS     31
---------------------------------------------------
INVESTOR  SUITABILITY  STANDARDS     32
--------------------------------
INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS     33
---------------------------------------------
EXHIBITS     34
--------




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 recently. 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 are acquiring 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.  Pursuant  to our Agreement with PG Engineering, S.A. out of
our  available  funds,  we  will  allocate  $302,000  of  our  resources  to  PG
Engineering,  for  the  development  of  the  first  stage  of the Prototype. In
addition,  we  will  allocate  $77,500  for repayment of a loan, and $25,000 for
broker  fees  in connection with the acquisitions plus an additional $185,000 to
be  utilized  for  expenses  incurred  in  administrative  and  public  company
functions.  It  is  assumed  that these funds will last about four to six months
following the acquisitions. The company has raised $1,000,000 on August 4, 2004.
The Company will need to raise additional funds for development of its products.

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

Although we have outstanding Warrants that are exercisable at prices between .25
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$10,000,000  for  the Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

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

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

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 are acquiring 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.  Should  any  of  the  required crucial
scientists leave, 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 will
be  issuing  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,  we  will  have  an aggregate of 92,147,220 common
shares  outstanding  Of  which  79%  percent  of the shares will be owned by the
shareholders  and  designees  Of MultiDisc, Ltd. TriGM International S.A. and PG
Engineering  S.A.  In  addition,  these  shareholders  will  have the ability to
influence  or  control the management of our day-to-day operations, business and
affairs.  Accordingly, this concentration of ownership may harm the market price
of our common stock by: delaying, deferring or preventing a change in control in
us;  impeding  a  merger,  consolidation, takeover or other business combination
involving us; or discouraging a potential acquirer from making a tender offer or
otherwise  attempting  to  obtain  control  of  us.

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

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

COMPETITION:

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

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

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

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

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

While  we  believe  that 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
------------------- --- --------------------------

Rupert Stow           85    Chairman
Mahesh Jaranarayan    52    CEO
Irene Kuan,           48,   Treasurer
Rahul Diddi           54    Director
Barry Williamson,     48      Director

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

APPOINTMENT  OF  MAHESH  JAYANARAYAN,  AS  CEO  AND  DIRECTOR

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

APPOINTMENT  OF  RAHUL  DIDDI  AS  DIRECTOR

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



IRENE KUAN, TREASURER, 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.

EXECUTIVE COMPENSATION:



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, our former 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



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

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)


  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 9,984,444 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

(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 the Company signed a month to month lease for office space located at
195  he  Vale,  Acton  London  W3,  7QS  England  with Triband Global Limited fo
approximately  1399  British  Pounds  which  is  equivalent to USD approximately
$2,600  per  month  plus  VAT.  The Company shares its office space with various
entities  in  which  May  Ltd.  is  a  principal shareholder. In March 2005, the
Company's  rent  was  increased to 2,195 equivalent to USD $4,055.35. During the
quarter  ending  March 31, 2005, the Company also paid to Triband Global Limited
the  sum  of  $8,333  BP  USD equivalent of $15,879 for use of its office staff.

During  the  quarter  ending March 31, 2005, the Company engaged the services of
Turtle  Technologies  Limited  to provide certain consulting services related to
the  design  of  its  website, and to develop and support strategic alliances in
India.  During  this  quarter,  the  sum paid to Turtle Technologies Limited for
these  services  amounted  to  2500  BP  equivalent  to  $4,659  USD.

During  the  quarter  ending March 31, 2005, the Company engaged the services of
Andrew  Danenza,  the  son  of Ann Kallgren , who is the sole shareholder of May
Ltd.  and  Southwark Properties Limited to provide consulting and other services
for  the  Company. Andrew Danenza received a fee of 2500 BP equivalent to $4,659
USD.  On  April 7, 2005, the Company issued 5,000,000 shares of its Common Stock
to  May  Ltd.,  an affiliate of the Company, at a price of $0.02 cents per share
for  an aggregate purchase price of $200,000. The proceeds from these funds were
utilized  for  the  Company's  business  and  general  corporate  purposes.


     MANAGEMENT'S  DISCUSSION AND ANALYSIS

  MANAGEMENT DISCUSSION & 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-generatio product
prototype  of  prerecorded  120  mm  Red  Laser  20GB VMD (Multilar Video Disc),
providing  180  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format.  We  anticipate  that  by early 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.
During  the  quarter  ending  March 31, 2005, the company presented various road
shows To present its technology to the media industry and financial community in
locations  including  the  UK,  &  Germany.

We  are  currently  planning  to continue with a series of road shows across the
globe  to  demonstrate  the  VMD  products to select groups at various times and
locations  to  be  announced. 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 plus Vat which has been raised to USD $4,055 during March 2005.


Liquidity & Capital Resources:

We  intend to meet our long-term liquidity needs through available cash and cash
flow as well as through additional financing from outside sources. We anticipate
raising  additional  funds from the possible exercise of outstanding warrants or
equity  financing with private investors. As of March 31, 2005 no agreement have
been  undertaken  to  obtain  any funding. The warrants are exercisable at price
ranges  from  $.25  per  share  to  $1.50  per  share.

Results  of  Operations  For  The  Three  Months Ending  3-31-2005

We  have  generated  no  revenues  since  inception.

Cash  and  Cash  equivalents decreased in this quarter by $93,935 to $9,995 from
$103,930  fiscal  year  ending  June 30, 2004. Total current assets decreased in
March 31, 2005 quarter by $112,499 to $30, 648 from $143,137. Operating expenses
increased  by  $372,801  from  March  2004  to  $408,288.  During March 31, 2005
quarter. The Company's Research & Development cost amounted to $146,100 of which
$111,700  was paid in March 2005, plus associated costs including travel related
R&D  amounted  to  $14,500.  Equipment  amounted  to  approximately  $38,625.

The  company plans to begin production of VMD discs and drives in 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 March
31,  2005 , no 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,  we  will  be  forced  to  significantly  curb our
activities  in  order  to  preserve  its  capital.
                                              Page  10

Commitments & Contingencies:

The Company has entered into several ongoing consultancy agreements with various
individuals  and  companies.  Monthly  payments  are  approximately  $33,576 USD
equivalent.  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.  During the quarter ending March 31, 2005, the rent has been
increased  to  2,195  B.P,  equivalent  to  $4,055.35.

SHARES ELIGIBLE FOR FUTURE SALES:

In  addition to shares issued to founders and to insiders which are eligible for
resale in accordance to Rule 144, a significant portion of the 72,605,776 shares
issued  pursuant  to  the acquisitions herein described will become eligible for
resale pursuant to Rule 144 one year after the closing of these transactions and
Shareholder  approval.  In addition, other exemptions may be available for sales
of such restricted securities held by non- affiliates. In July 2004, the company
issued  an  additional  5,000,000 shares to an accredited investor. These shares
will  be  eligible  for  resale  pursuant  to  Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  demand  registration.

Shares  of  common  stock underlying Warrants issued to original subscribers and
other  parties  Exercise  prices  range  from  ..25  to  $1.50  10,603,000

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

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

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

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.

On April 7, 2005, the Company issued 5,000,000 shares of its Common Stock to May
Ltd.,  an  affiliate  of the Company, at a price of $0.02 cents per share for an
aggregate  purchase  price  of  $200,000.  The  proceeds  from  these funds were
utilized  for  the  Company's  business  and  general  corporate  purposes.




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.gov..  Enter  New  Medium  Enterprises,  Inc.  All  of  our filings from
inception  are  posted  on the SEC  website.

TERMS OF OFFERING AND PLAN OF DISTRIBUTION

TERMS OF OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 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 $0.07 cents Per
Share.

In  the  event  that  the  Shares are not sold within 5 days of the date of this
Memorandum,  the Offering may be extended for up to an additional 5 days, at the
discretion  of  New  Medium  Enterprises,  Inc..
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.

UK Office
195  The Vale
London W3 7QS
Tel : +44 208 746 2018
Fax: +44 208 749 8025

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

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

HSBC Bank
Account Name:  New Medium Enterprises, Inc.

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

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


INVESTOR SUITABILITY STANDARDS

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

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

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

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


INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

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


EXHIBITS

Exhibit 1, Subscription Agreement
Exhibit 3 Annual Audited Report for Fiscal Year Ending June 30, 2004.
Exhibit 3 Quarterly Report for Period Ending 3-31-2004
8K Reports 4-8-2005   and 5-20-2005 and 6-15-2005


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 $0.0689 per
share.  This  Subscription  Agreement  and  the  Confidential  Private Placement
Memorandum  dated  June 1, 2005 , together with any amendments thereto relates
to  an  offering  of  a maximum of 5,804,594 Common Shares @ $0.0689 (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 Day of June
14,  2005  Common  Shares  being  subscribed  &@0689 Cents Per Share for a total
investment  of  $400,000.38.

for: Trivox SARL  Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

(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:  Mahesh Jaranarayan
Name:
Title:  CEO
Dated:  June 18, 2005

PROSPECTIVE  PURCHASER  QUESTIONNAIRE

 For  Confidential  Private  Offering
                    of
 New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.

UK Office

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", "secsgml_size_bytes": 144620}]
{"company-data": {"conformed-name": "NEW MEDIUM ENTERPRISES INC", "cik": "0001126983", "assigned-sic": "3572", "irs-number": "113502174", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-51880"}, "business-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219", "phone": "7184355291"}, "mail-address": {"street1": "1510 51 ST.", "city": "BROOKLYN", "state": "NY", "zip": "11219"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549
                                    FORM  8K
                                 CURRENT  REPORT
                     PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                        SECURITIES  EXCHANGE  ACT  OF  1934

                          DATE  OF  REPORT  JUNE  14,  2005
                        (DATE  OF  EARLIEST  EVENT  REPORTED):
                                ----------------

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

            (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

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

      NEVADA                                11-3502174

       (ADDRESS,  INCLUDING  ZIP  CODE,  AND  TELEPHONE  NUMBER,  INCLUDING AREA
               CODE,  OF  REGISTRANT'S  PRINCIPAL  EXECUTIVE  OFFICES)
                          DATE  OF  REPORT  JUNE  14,   2005
                        DATE  OF  EARLIEST  EVENT  REPORTED):

                            MAHESH  JAYANARAYAN,  CEO

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

ITEM:  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

ON  JUNE 14, 2005 THE COMPANY RECEIVED $400,000.38 INVESTMENT FROM AN ACCREDITED
INVESTOR.  THE  COMPANY  IS ISSUING 5,804,594 COMMON SHARES TO THE INVESTOR AT A
PRICE  OF  $0.0689  CENTS  PER  SHARE.  THE  SHARES  TO BE ISSUED ARE RESTRICTED
SECURITIES  AS  THE  TERM  IS  DEFINED  IN  RULE  144  OF  SECURITIES  ACT.

 SIGNATURES

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

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

By:  /s/  Mahesh Jayaranayan
CEO

June 20, 2005

ITEM  9.01  EXHIBITS

                          PRIVATE PLACEMENT MEMORANDUM

                          NEW  MEDIUM  ENTERPRISES,  INC.

                              A  NEVADA  CORPORATION

                     PRICE  PER  SHARE  $  0.0689  CENTS  PER  SHARE

                                PRIVATE OFFERING
                          OF 5,804,594 COMMON SHARES
                                $400,000.38 USD

                          NEW MEDIUM ENTERPRISES, INC.
                                  1510  51  ST.
                            BROOKLYN,  NEW  YORK  11219
                                 (718)  435-5291

                                  JUNE  1,  2005

AN  OFFERING  OF  UP  TO  5,804,594  COMMON  SHARES  @0.0689  CENTS  PER  SHARE
TOTAL COMMON SHARES
 OFFERED                    PRICE PER SHARE   TOTAL PROCEEDS
---------------------------  ----------------  ---------------
5,804,594 . . . . . . . . .  $0.0689 CENTS  $    400,000.38
---------------------------  ----------------  ---------------
PRIVATE PLACEMENT MEMORANDUM

                          NEW MEDIUM ENTERPRISES, INC.
                              A NEVADA CORPORATION

                     Price Per Share $ 0.0689 Cents Per Share
                            TOTAL PRIVATE OFFERING:
                                  $400,000.38 USD

                          NEW MEDIUM ENTERPRISES, INC.
                                  1510 51 St.
                            BROOKLYN, NEW YORK 11219
                                 (718) 435-5291

                                  June 1, 2005

An Offering of up to 5,804,594  Common Shares @0.0689 Cents per Share

TOTAL  COMMON

5,804,594     $0.0689  CENTS     $400,000.38

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for  sale up to 5,804,594 Common Shares on a "best efforts" basis The shares are
offered  by  exemption  from  registration  pursuant  to Rules 505 and/or 506 of
Regulation  D  under  the  Securities Act of 1933, as amended and/or under other
federal  and  state  exemptions.  The  shares  are  currently  traded on the OTC
Bulletin  Board  under  the  trading  Symbol (NMEN). The offering price has been
determined  by  the Company based on the bid price as of $0.0689 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 June 1, 2005
(1)The offering is being sold by Company.

(2)Before  deducting  expenses of the offering for the Company's legal, filing,
accounting fees, printing costs, and other related offering costs payable by the
Company,  estimated  at  $  2,000.00

(3)The offering is being conducted on a "best efforts" basis, with a maximum of
5,804,594 Common Shares for a gross subscription price of $ 400,000.38 available
for  sale.

The Common Shares are offered by the Company subject to prior sale, when, as and
if delivered to a Subscriber, accepted by it, and subject to approval of certain
legal  matters by counsel. The Company reserves the right to withdraw, cancel or
modify  such  offer and to reject any order in whole or in part. Delivery of the
Common  Shares  will  be  made to investors promptly upon release from escrow of
Subscriber  funds.  This  offering  is  valid  for  5 days from the date of this
Memorandum (unless extended for up to an additional 5 days, in the discretion of
the  Company), unless terminated earlier by the Company. (See "TERMS OF OFFERING

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

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

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

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

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

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

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

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

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

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

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

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

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

                             JURISDICTIONAL NOTICES

FOR CALIFORNIA RESIDENTS

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

FOR CONNECTICUT RESIDENTS

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

FOR FLORIDA RESIDENTS

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

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

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

FOR NEW JERSEY RESIDENTS

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

FOR PENNSYLVANIA RESIDENTS

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

FOR RESIDENTS OF ALL STATES

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

     TABLE  OF  CONTENTS

PRIVATE  PLACEMENT  SUMMARY     9
---------------------------
OUR  COMPANY  HISTORY:     9
----------------------
DESCRIPTION  OF  OUR  BUSINESS     9
------------------------------
MARKET  OPPORTUNITY     11
-------------------
FORWARD  LOOKING  STATEMENTS     13
----------------------------
INTELLECTUAL  PROPERTY  PROTECTION:     14
-----------------------------------
GENERAL  RISKS:     14
---------------
TECHNOLOGY  RISKS     15
-----------------
BUSINESS  RISK:     18
---------------
INDUSTRY  RISKS:     20
----------------
RISKS  RELATED  TO  OUR  COMMON  STOCK     22
--------------------------------------
DIRECTORS  AND  EXECUTIVE  OFFICERS     23
-----------------------------------
2001  STOCK  OPTION  PLAN:     24
--------------------------
CERTAIN  BENEFICIAL  OWNERS:     25
----------------------------
CERTAIN  RELATIONSHIPS  &  RELATED  TRANSACTIONS:     26
-------------------------------------------------
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS     27
---------------------------------------
SHARES  ELIGIBLE  FOR  FUTURE  SALES:     29
-------------------------------------
EVENTS  SUBSEQUENT  TO  THE  ACQUISITIONS:     29
------------------------------------------
NON-CUMULATIVE  VOTING     30
----------------------
DIVIDENDS     30
---------
TRANSFER  AGENT     30
---------------
WHERE  YOU  CAN  FIND  INFORMATION  ABOUT  US:     31
----------------------------------------------
TERMS  OF  OFFERING  AND  PLAN  OF  DISTRIBUTION     31
------------------------------------------------
SUBSCRITION  DOCUMENTS  &  WIRE  TRANFER  OF  FUNDS     31
---------------------------------------------------
INVESTOR  SUITABILITY  STANDARDS     32
--------------------------------
INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS     33
---------------------------------------------
EXHIBITS     34
--------

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 recently. 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 are acquiring 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.  Pursuant  to our Agreement with PG Engineering, S.A. out of
our  available  funds,  we  will  allocate  $302,000  of  our  resources  to  PG
Engineering,  for  the  development  of  the  first  stage  of the Prototype. In
addition,  we  will  allocate  $77,500  for repayment of a loan, and $25,000 for
broker  fees  in connection with the acquisitions plus an additional $185,000 to
be  utilized  for  expenses  incurred  in  administrative  and  public  company
functions.  It  is  assumed  that these funds will last about four to six months
following the acquisitions. The company has raised $1,000,000 on August 4, 2004.
The Company will need to raise additional funds for development of its products.

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

Although we have outstanding Warrants that are exercisable at prices between .25
and  $1.50,  that could potentially, if exercised in full, generate in excess of
$10,000,000  for  the Company, there is no assurance that the price of the stock
will appreciate during our first year, to induce the warrant holders to exercise
their  warrants.

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

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

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 are acquiring 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.  Should  any  of  the  required crucial
scientists leave, 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 will
be  issuing  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,  we  will  have  an aggregate of 92,147,220 common
shares  outstanding  Of  which  79%  percent  of the shares will be owned by the
shareholders  and  designees  Of MultiDisc, Ltd. TriGM International S.A. and PG
Engineering  S.A.  In  addition,  these  shareholders  will  have the ability to
influence  or  control the management of our day-to-day operations, business and
affairs.  Accordingly, this concentration of ownership may harm the market price
of our common stock by: delaying, deferring or preventing a change in control in
us;  impeding  a  merger,  consolidation, takeover or other business combination
involving us; or discouraging a potential acquirer from making a tender offer or
otherwise  attempting  to  obtain  control  of  us.

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

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

COMPETITION:

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

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

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

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

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

While  we  believe  that 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
------------------- --- --------------------------

Rupert Stow           85    Chairman
Mahesh Jaranarayan    52    CEO
Irene Kuan,           48,   Treasurer
Rahul Diddi           54    Director
Barry Williamson,     48      Director

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

APPOINTMENT  OF  MAHESH  JAYANARAYAN,  AS  CEO  AND  DIRECTOR

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

APPOINTMENT  OF  RAHUL  DIDDI  AS  DIRECTOR

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

IRENE KUAN, TREASURER, 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.

EXECUTIVE COMPENSATION:

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, our former 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

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

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)

  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 9,984,444 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

(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 the Company signed a month to month lease for office space located at
195  he  Vale,  Acton  London  W3,  7QS  England  with Triband Global Limited fo
approximately  1399  British  Pounds  which  is  equivalent to USD approximately
$2,600  per  month  plus  VAT.  The Company shares its office space with various
entities  in  which  May  Ltd.  is  a  principal shareholder. In March 2005, the
Company's  rent  was  increased to 2,195 equivalent to USD $4,055.35. During the
quarter  ending  March 31, 2005, the Company also paid to Triband Global Limited
the  sum  of  $8,333  BP  USD equivalent of $15,879 for use of its office staff.

During  the  quarter  ending March 31, 2005, the Company engaged the services of
Turtle  Technologies  Limited  to provide certain consulting services related to
the  design  of  its  website, and to develop and support strategic alliances in
India.  During  this  quarter,  the  sum paid to Turtle Technologies Limited for
these  services  amounted  to  2500  BP  equivalent  to  $4,659  USD.

During  the  quarter  ending March 31, 2005, the Company engaged the services of
Andrew  Danenza,  the  son  of Ann Kallgren , who is the sole shareholder of May
Ltd.  and  Southwark Properties Limited to provide consulting and other services
for  the  Company. Andrew Danenza received a fee of 2500 BP equivalent to $4,659
USD.  On  April 7, 2005, the Company issued 5,000,000 shares of its Common Stock
to  May  Ltd.,  an affiliate of the Company, at a price of $0.02 cents per share
for  an aggregate purchase price of $200,000. The proceeds from these funds were
utilized  for  the  Company's  business  and  general  corporate  purposes.

     MANAGEMENT'S  DISCUSSION AND ANALYSIS

  MANAGEMENT DISCUSSION & 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-generatio product
prototype  of  prerecorded  120  mm  Red  Laser  20GB VMD (Multilar Video Disc),
providing  180  minutes  of High-Definition (1080i) Video Content in full MPEG-2
format.  We  anticipate  that  by early 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.
During  the  quarter  ending  March 31, 2005, the company presented various road
shows To present its technology to the media industry and financial community in
locations  including  the  UK,  &  Germany.

We  are  currently  planning  to continue with a series of road shows across the
globe  to  demonstrate  the  VMD  products to select groups at various times and
locations  to  be  announced. 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 plus Vat which has been raised to USD $4,055 during March 2005.

Liquidity & Capital Resources:

We  intend to meet our long-term liquidity needs through available cash and cash
flow as well as through additional financing from outside sources. We anticipate
raising  additional  funds from the possible exercise of outstanding warrants or
equity  financing with private investors. As of March 31, 2005 no agreement have
been  undertaken  to  obtain  any funding. The warrants are exercisable at price
ranges  from  $.25  per  share  to  $1.50  per  share.

Results  of  Operations  For  The  Three  Months Ending  3-31-2005

We  have  generated  no  revenues  since  inception.

Cash  and  Cash  equivalents decreased in this quarter by $93,935 to $9,995 from
$103,930  fiscal  year  ending  June 30, 2004. Total current assets decreased in
March 31, 2005 quarter by $112,499 to $30, 648 from $143,137. Operating expenses
increased  by  $372,801  from  March  2004  to  $408,288.  During March 31, 2005
quarter. The Company's Research & Development cost amounted to $146,100 of which
$111,700  was paid in March 2005, plus associated costs including travel related
R&D  amounted  to  $14,500.  Equipment  amounted  to  approximately  $38,625.

The  company plans to begin production of VMD discs and drives in 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 March
31,  2005 , no 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,  we  will  be  forced  to  significantly  curb our
activities  in  order  to  preserve  its  capital.
                                              Page  10

Commitments & Contingencies:

The Company has entered into several ongoing consultancy agreements with various
individuals  and  companies.  Monthly  payments  are  approximately  $33,576 USD
equivalent.  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.  During the quarter ending March 31, 2005, the rent has been
increased  to  2,195  B.P,  equivalent  to  $4,055.35.

SHARES ELIGIBLE FOR FUTURE SALES:

In  addition to shares issued to founders and to insiders which are eligible for
resale in accordance to Rule 144, a significant portion of the 72,605,776 shares
issued  pursuant  to  the acquisitions herein described will become eligible for
resale pursuant to Rule 144 one year after the closing of these transactions and
Shareholder  approval.  In addition, other exemptions may be available for sales
of such restricted securities held by non- affiliates. In July 2004, the company
issued  an  additional  5,000,000 shares to an accredited investor. These shares
will  be  eligible  for  resale  pursuant  to  Rule 144 after a one year holding
period.  The  company  also  issued  875,000  to  a Consultant, which shares are
subject  to  demand  registration.

Shares  of  common  stock underlying Warrants issued to original subscribers and
other  parties  Exercise  prices  range  from  ..25  to  $1.50  10,603,000

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

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

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

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.

On April 7, 2005, the Company issued 5,000,000 shares of its Common Stock to May
Ltd.,  an  affiliate  of the Company, at a price of $0.02 cents per share for an
aggregate  purchase  price  of  $200,000.  The  proceeds  from  these funds were
utilized  for  the  Company's  business  and  general  corporate  purposes.

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.gov..  Enter  New  Medium  Enterprises,  Inc.  All  of  our filings from
inception  are  posted  on the SEC  website.

TERMS OF OFFERING AND PLAN OF DISTRIBUTION

TERMS OF OFFERING

New  Medium  Enterprises, Inc., a Nevada corporation (the "Company") is offering
for sale up to 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 $0.07 cents Per
Share.

In  the  event  that  the  Shares are not sold within 5 days of the date of this
Memorandum,  the Offering may be extended for up to an additional 5 days, at the
discretion  of  New  Medium  Enterprises,  Inc..
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.

UK Office
195  The Vale
London W3 7QS
Tel : +44 208 746 2018
Fax: +44 208 749 8025

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

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

HSBC Bank
Account Name:  New Medium Enterprises, Inc.

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

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

INVESTOR SUITABILITY STANDARDS

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

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

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

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

INDEMNIFICATION OF OFFICERS AND DIRECTORS

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

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

EXHIBITS

Exhibit 1, Subscription Agreement
Exhibit 3 Annual Audited Report for Fiscal Year Ending June 30, 2004.
Exhibit 3 Quarterly Report for Period Ending 3-31-2004
8K Reports 4-8-2005   and 5-20-2005 and 6-15-2005

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 $0.0689 per
share.  This  Subscription  Agreement  and  the  Confidential  Private Placement
Memorandum  dated  June 1, 2005 , together with any amendments thereto relates
to  an  offering  of  a maximum of 5,804,594 Common Shares @ $0.0689 (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 Day of June
14,  2005  Common  Shares  being  subscribed  &@0689 Cents Per Share for a total
investment  of  $400,000.38.

for: Trivox SARL  Print  Name  of  Partnership,  Corporation,
Trust  or  other  Entity

(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:  Mahesh Jaranarayan
Name:
Title:  CEO
Dated:  June 18, 2005

PROSPECTIVE  PURCHASER  QUESTIONNAIRE

 For  Confidential  Private  Offering
                    of
 New  Medium  Enterprises,  Inc.

To:     New  Medium  Enterprises,  Inc.

UK Office

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