FORM 10Q-SB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE THREE MONTHS ENDED COMMISSION FILE NUMBER
MARCH 31, 2004 333-51880
NEW MEDIUM ENTERPRISES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 11-3502174
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1510 51 ST., BROOKLYN, NEW YORK 11219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (718) 435-5291
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. yes [x] no [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by sections 2, 13 or 15(d) of the Securities Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
yes [_] no [x]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $.001 PAR VALUE, 92,147,220
(TITLE OF CLASS) (SHARES OUTSTANDING AT MAY 10, 2004)
PAGE 1
NEW MEDIUM ENTERPRISES, INC.
FORM 10Q-SB
THREE MONTHS ENDED MARCH 31, 2004
BALANCE SHEET (UNAUDITED . . . . . . . . . . . . . . . . . . . . . . . 3
STATEMENT OF OPERATIONS (UNAUDITED). . . . . . . . . . . . . . . . . . . 4
STATEMENT OF CASH FLOWS (UNAUDITED . . . . . . . . . . . . . . . . . . . 5
STATEMENT OF EQUITY (UNAUDITED . . . . . . . . . . . . . . . . . . . . . 6
NOTES TO FINANCIAL STATEMENTS (UNAUDITED . . . . . . . . . . . . . . . . 7
MANAGEMENT DISCUSSION & ANALYSIS . . . . . . . . . . . . . . . . . . . 8
AGREEMENTS & CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . 10
SUMMARY OF CONSIDERATIONS PAID. . . . . . . . . . . . . . . . . . . . 10
CAPITALIZATION:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
CHANGE IN MANAGEMENT & CONTROL:. . . . . . . . . . . . . . . . . . . 12
PART II OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 1 LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 2 CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . . 12
ITEM 3 DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . 12
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS. 12
VOTE BY CONSENT OF SHAREHOLDERS: . . . . . . . . . . . . . . . . . . 12
ITEM 5 OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PART I FINANCIAL INFORMATION
PAGE 2
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
AS AT MARCH 31, 2004
ASSETS
MARCH 31, JUNE 30,
2,004 2,003
Current Assets
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . $ 297,813 $ 557,894
investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,160 138,900
Prepaid expenses and taxes . . . . . . . . . . . . . . . . . . . . . . . . . 2,237 0
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . 317,210 696,794
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,350 0
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . 0 0
Net book value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,350 0
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
Investment in intellectual property. . . . . . . . . . . . . . . . . . . . . 14,676,977 0
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,148,537 $ 696,794
Liabilities and Stockholders' Equity
Current Liabilities
Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,200 $ 6,525
Due to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . 5,200 6,525
Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $.001 par value, authorized 10,000,000 shares ; none issued
Common Stock, $.0001 par value, authorized 200,000,000 shares;
Issued and Outstanding 92,147,220 and 18,429,444. . . . . . . . . . . . . . . 9,215 18,429
Additional Paid in Capital. . . . . . . . . . . . . . . . . . . . . . . . . . 16,443,185 1,850,816
Accumulated other Comprehensive gain (loss) . . . . . . . . . . . . . . . . . (3,038) 11,519
Deficit accumulated during the development stage. . . . . . . . . . . . . . . (1,306,025) (1,190,495)
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . 15,143,337 690,269
Total Liabilities and Stockholders' Equity. . . . . . . . . . . . . . . . . . . $15,148,537 $ 696,794
PAGE 3
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS (UNAUDITED)
AS AT March 31, 2004
MARCH 31, MARCH 31,
2,004 2,003
Revenues. . . . . . . . . . . . . . . . . . . $ 0 $ 0
Operating Expenses
General and Administrative. . . . . . . . . 36,847 79,023
Depreciation. . . . . . . . . . . . . . . . 0 0
Total Operating Expenses . . . . . . . . 36,847 79,023
Income (loss) from operations . . . . . (36,847) (79,023)
Other Income
Interest Income. . . . . . . . . . . . . . 859 1,440
Gains on Investments . . . . . . . . . . . 0 0
Loss Before Income Taxes . . . . . . . . (35,988) (77,583)
Income Tax Benefit. . . . . . . . . . . . . . 0 0
Net Loss . . . . . . . . . . . . . . . . ($35,988) ($77,583)
Loss Per Common Share- Basic and Diluted. . . $ 0.00 $ 0.00
Weighted Average Number of Shares Outstanding 67,945,295 16,564,829
PAGE 4
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS (UNAUDITED)
AS AT March 31, 2004
MARCH 31, MARCH 31,
2,004 2,003
Cash Flows from Operating Activities
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . ($115,530) ($112,967)
Adjustments to Reconcile Net Loss to Net
Cash Provided by Operating Activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . 0 0
Changes in Assets and Liabilities:
Accrued Expenses . . . . . . . . . . . . . . . . . (1,325) (5,940)
Due to Shareholders . . . . . . . . . . . . . . . 0 (989)
Security Deposits . . . . . . . . . . . . . . . . 0 3,600
Prepaid Taxes. . . . . . . . . . . . . . . . . . (2,237) (238)
Net Cash Used in Operating Activities . . . . . . . . . . . . . (119,092) (119,145)
Cash Flows from Investing Activities
Sale (Purchase) of Investment-Net . . . . . . . . . . . . 107,183 (60,958)
Purchase of Intellectual Property. . . . . . . . . . . . . (14,831,327) 0
Net Cash Used in Financing Activities. . . . . . . . . . . . . (14,724,144) (180,103)
Cash Flows from Financing Activities
Issuance of Shares for Services Rendered and Assets Purchased 14,583,155 51,300
Sale of Fixed Assets. . . . . . . . . . . . . . . . . . . . . 0 17,445
Net Increase (decrease) in Cash and Cash Equivalents . . . . . (260,081) (111,358)
Cash and Cash Equivalents, July 1,. . . . . . . . . . . . . . . 557,894 734,984
Cash and Cash Equivalents, March 31,. . . . . . . . . . . . . . $ 297,813 $ 623,626
PAGE 5
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF EQUITY (UNAUDITED)
AS AT March 31, 2004
RETAINED ACCUMULATED
ADDITIONAL EARNINGS OTHER
PER SHARE COMMON STOCK PAID-IN (ACCUMULATED COMPREHENSIVE
AMOUNT SHARES AMOUNT CAPITAL DEFICIT) LOSS TOTALS
Balances, June 30, 2003. 18,429,444 $ 1,843 $ 1,867,402 ($1,190,495) $ 11,519 $ 690,269
Comprehensive Loss . . (7,138) (7,138)
Net Loss for Period
Ended Sept. 30, 2003. . (4,263) (4,263)
Balances, September 30
, 2003 18,429,444 1,843 1,867,402 (1,194,758) 4,381 678,868
Comprehensive Loss . . . (7,619) (7,619)
Issuance of Shares
for Services Rendered
, Oct. 2003. . . . . . 0.06 1,112,000 111 61,889 62,000
Net Loss for Period
Ended Dec. 31, 2003 . . (75,279) (75,279)
Balances, December 31,
2003 19,541,444 1,954 1,929,291 (1,270,037) (3,238) 657,970
Comprehensive Loss . . . 200 200
Issuance of Shares
for Purchase of
Intellectual Properties. $ 0.20 72,605,776 7,261 14,513,894 14,521,155
Net Loss for Period
Ended March 31, 2004 . . (35,988) (35,988)
Balances, March 31, 2004 92,147,220 $ 9,215 $16,443,185 ($1,306,025) ($3,038) $ 15,143,337
PAGE 6
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
AS AT March 31, 2004
NOTE 1 - BASIS OF PRESENTATION AND FORMATION AND BUSINESS OF THE COMPANY
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of only normal
recurring accruals) considered necessary for a fair presentation of the
company's financial position at March 31 2004, the results of operations for the
three months ended March 31, 2004. operating results for the three-month period
ended March 31, 2004 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2004. The information contained should be
read in conjunction with audited financial statements as of June 30, 2003 New
Medium Enterprises Inc. (the "Company) was organized on August 2, 1999 in the
state of Nevada under the name Shopoverseas.com, Inc. on July 10, 2000 the name
was changed to New Medium Enterprises, Inc. The financial statements reflect the
name New Medium Enterprises throughout. as of the March 31, 2004 The Company is
considered a Development Stage Company.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR
The company has chosen June 30, as its fiscal year end.
USE OF ESTIMATES
The preparation of Financial Statements in conformity with general accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, revenue and expenses as
well as the disclosure of contingent assets and liabilities in the financial
statements. actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents consists of cash, money market funds and other highly
liquid investments with a maturity of three months or less from the date of
purchase. the company has not experienced any losses on its cash or cash
equivalents.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and Equipment are recorded at cost and depreciated or amortized over
the estimated useful lives of the assets (three to five years) using the
accelerated depreciation method allowed by the internal revenue code.
revenue recognition
The Company recognizes revenue on the accrual basis as the related services are
provided to customers and when the customer is obligated to pay for such
services. revenue from product sales is recognized when title transfers to
customers, primarily on SHIPMENT.
LOSS PER SHARE
In accordance with statement of Financial Accounting Standards no. 128,"earnings
per share", the computation of net loss per share is based upon the weighted
average number of common shares issued and outstanding for the reporting period.
common stock equivalents related to options, warrants and convertible securities
are excluded from the computation when the effect would be antidiliutive
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued FASB 133, "Accounting for
Derivative Instruments and Hedging Activities", The Company does not engage in
derivative or hedging activities and does not expect the adoption of this new
pronouncement to have a material effect, if any, on its financial condition or
results of operations.
NOTE 3-INVESTMENT IN INTELLECTIAL PROPERTY
On January 13, 2004, the Company acquired the business and all of the
intellectual property assets pertaining to a new and emerging High Definition
Successor technology to DVD., known as RMD, (REFLECTIVE MULTI- LAYER DISC) from
MULTIDISK LTD. AND TRIGM INTERNATIONAL, S.A.
Additionally, the Company entered into a long term agreement with a specialized
Scientific Development Team to conduct the R&D activities and development
of the
prototypes and technologies acquired.
PAGE 7
In connection with the above acquisition the company issued 72,605,776 shares of
its stock valued at $14,521,155 to the shareholders of Multidisk and TriGM. The
company paid an additional $306,000 for the following uses: Legal Fees $21,500,
Brokerage. $25,000, Research $3,250, Patent Fees, $2,000, Past obligations of
MultiDisk, $84,000 and $120,000 for R&D activities. which have been capitalized.
part of these funds ($150,000) were allocated to Machinery and Equipment which
was capitalized and will be depreciated once the equipment is placed in service
In connection with the acquisition, the company has agreed to undertake future
payments of $174,000 after the successful raising of an additional $500,000.
NOTE 4
CAPITALIZATION:
The Company raised the authorized common shares from 100,000,000 to 200,000,000
shares.
2001 STOCK OPTION PLAN:
On January 14, 2004, pursuant to the 2001 Stock Option Plan, the granted stock
options to various officers and directors as follows: 5,000,000 stock options
granted to Ethel Schwartz, CEO options are exercisable at .045, valid until
2008. 2,000,000 stock options granted to Eva Beilus, secretary & v.p. options
are exercisable at .045. options are valid until 2008. 1,000,000 stock options
granted to Hyman Schwartz, director. options are exercisable at .045. 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 the option
holders agreed to transfer to the seller and/or their designees, on a pro-rata
basis an aggregate of 37.5% of the warrants issued to each, underlying the 2001
stock option plan. accordingly the option holders position following the
transfer will be as follows:
OPTION HOLDER
2001 STOCK OPTION PLAN TRANSFERRED POSITION AFTER OPTION HOLDERS ORIGINAL
ISSUANCE TO SELLER CLOSING
ETHEL SCHWARTZ 5,000,000 1,875,000 3,125,000
- --------------- --------- --------- ---------
EVA BEILUS 2,000,000 750,000 1,250,000
- ----------- --------- ------- ---------
HYMAN SCHWARTZ 1,000,000 375,000 625,000
- --------------- --------- ------- -------
NO STOCK OPTIONS WERE GRANTED FOR 2002, AND 2003
2004 STOCK OPTION PLAN:
The 2004 Stock Option plan allows the aggregate issuance of 5,000,000 Warrants
underlying the common shares which will be issued to both employees and
scientists working on the development.
NOTE 5- LIQUIDITY & PROFITABILITY
As reflected in the accompanying Financial Statements, the Company incurred a
loss for the current period and expects to incur a loss in the next fiscal
period. Based upon the cash utilization rate and the plans for joint ventures
and acquisitions, it is management's opinion that the current capital base would
be insufficient to maintain the company for at least the following year.
NOTE 6 -INCOME TAXES
PAGE 8
The company accounts for income taxes in accordance with Statement of Financial
Accounting Standards no. 109 , (sfas 109) " Accounting for Income Taxes." under
the asset and liability method, deferred income taxes are recognized for the tax
consequences of "temporary differences" by applying enacted statutory tax rates
applicable to future years to differences between the financial statements
carrying amounts and the tax bases of existing assets and liabilities. Under
sfas 109, deferred tax assets may be recognized for temporary differences that
will result in deductible amounts in future periods. a valuation allowance is
recognized, if on the weight available evidence, it is more likely than not that
some portion or all of the deferred tax asset will not be realized. The company
established a 100% valuation allowance equal to the net deferred tax assets, as
the company could not conclude that it was more likely than not that the
deferred tax asset would be realized
NOTE 7-ACCRUED EXPENSES
Accrued expenses consist of Professional and Office expenses.
NOTE 8-COMMITMENTS AND CONTINGENCIES
The company is currently occupying the office of its CEO rent free.
LEGAL PROCEEDINGS
There are no material legal proceedings to which the company is a party to or
which any of their property is subject.
MANAGEMENT DISCUSSION & ANALYSIS:
On January 13, 2004, with the consent of 78% of the shareholders, we acquired
the business and all of the intellectual property assets pertaining to a new and
emerging High Definition format known as RMD, (Reflective Multilayer Disc) RMD
is a Successor technology to the current DVD format and is designed for High
Capacity,High Definition Videos. Complete details about the acquisitions have
been filed in our January 20, 2004 8K report.
Additionally, we entered into a long term agreement with a specialized
Scientific Development Team to conduct the R&D activities and development of the
prototypes and technologies acquired.
The RMD format is a High Definition proprietary format under development, based
on an integration of concepts and inventions made independently by groups of
scientists in several European countries, many of which have extensive
experience with a multitude of past and present formats of optical storage and
in particular with multiplayer optical structures. The technology is designed to
usher in High Definition TV and High Capacity, Next Generation Discs capable of
substantially exceeding current capacity of 4.7gb one layer DVD with later
generations up to 100GB.
PAGE 9
Since RMD uses for read/write the current standard: red laser technology, it is
anticipated that it will require no significant change to the current mastering
and replicating infrastructure of standard DVD and thus it is believed will be
easily adaptable for mass marketing with cost efficiency. Competing technologies
under development are based on blue-laser which is anticipated to add
significant costs to the DVD infrastructure and thus will make the product
expensive to the media recording industry, content providers producers, and
consumers.
AGREEMENTS & CONTRACTS
We entered into the following agreements and arrangements to secure the RMD
assets and to assemble the scientific team capable of developing the prototypes
and products.
AGREEMENT # 1 ON JANUARY 13, 2004, We executed an agreement to acquire all the
assets of Multidisk Ltd. in exchange of the issuance of 38,557,777 shares of our
common shares. Multidisk, is a high capacity optical media and next
generation data storage company that holds certain intellectual property assets
pertaining to the new emerging proprietary Reflective Multilayer Disc, RMD
format.
In connection with the acquisition, we have agreed to provide initial funding
out of our available capital of (i) $77,500 to repay a loan, (ii) $25,000 for
broker fees, in connection with the acquisitions, (iii) to allocate $185,000 out
of our available funds for administrative operations and public company
functions and (iv) undertake future payments of $87,000 after we raise accrued
amount of $500,000.
AGREEMENT # 2: in a separate transaction on January 13, 2004, we executed an
agreement to acquire all of the RMD intellectual property held assets held by
TriGM International S.A.. in exchange of the issuance of 27,792,999 shares of
Our common stock. TriGM International S.A.. holds all of the complementary
intellectual property assets pertaining to the technologies of the RMD format.
In connection with the acquisition, we have agreed to undertake future payments
of $87,000 after we raise accrued amount of $500,000.
AGREEMENT # 3 ON JANUARY 13, 2004, We executed a long term Scientific
Development Agreement with P.G. Engineering S.A.. in exchange of the issuance of
6,255,000 to PG Engineering and/ or their designees. P.G. Engineering S.A..
consists of a unique scientific and entrepreneurial team with many years of
experience in optical storage media development and specifically with properties
of multi-layer optical structures. In accordance to the agreement, R&D
activities will be designated to P.G. Engineering. The overall management will
be carried out from our company's headquarters in New York. We will provide
initial funding of $302,000 out of our available funds and we will be
responsible for the overall direction of the project. All intellectual property,
patents, equipment, know-how, and products will belong without exception to us.
PAGE 10
SUMMARY OF CONSIDERATIONS PAID:
AGGREGATE COMMON SHARES ISSUED TO ABOVE PARTIES 72,605,776
AGGREGATE FUNDS ALLOCATED FOR REPAYMENT OF
LOAN AND BROKER FEES AND FUTURE OPERATIONS & DEVELOPMENT $589,500
AGGREGATE FUTURE PAYMENTS TO BE MADE: $174,000
SEE ALSO -2001 & 2004 STOCK OPTIONS PLANS
CAPITALIZATION:
VIA CONSENT OF 78% OF THE SHAREHOLDERS OF NEW MEDIUM ENTERPRISES, INC. WE
RAISED OUR AUTHORIZED COMMON SHARES FROM 100,000,000 TO 200,000,000 SHARES.
COMMON SHARES OUTSTANDING PRIOR TO THE ACQUISITIONS 19,541,444
SHARES ISSUED PURSUANT TO THE ACQUISITIONS &
DEVELOPMENT AGREEMENT 72,605,776
COMMON SHARES OUTSTANDING AFTER THE ACQUISITIONS
& DEVELOPMENT AGREEMENT 92,147,220
SHARES OF COMMON STOCK UNDERLYING WARRANTS
ISSUED TO ORIGINAL SUBSCRIBERS AND OTHER PARTIES
EXERCISE PRICES RANGE FROM .50 TO $1.50 10,603,000
SHARES UNDERLYING THE WARRANTS ISSUED PURSUANT TO
THE 2001 STOCK OPTION PLAN
EXERCISE PRICE IS .045 8,000,000
SHARES THAT WILL BE UNDERLYING THE WARRANTS TO BE
ISSUED PURSUANT TO THE 2004 STOCK OPTION PLAN.
TO BE AWARDED IN THE FUTURE 5,000,000
TOTAL POTENTIAL FUTURE ISSUANCES BASED ON OUTSTANDING AND
TO BE ISSUED SHARES UNDERLYING OPTIONS & WARRANTS
23,603,000
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.
See Also Notes to Financial Statements.
PAGE 11
CHANGE IN MANAGEMENT & CONTROL:
THE FOLLOWING CHANGES WERE MADE TO THE MANAGEMENT TEAM.
ETHEL SCHWARTZ, our Chairman and CEO will remain in her current position on an
interim basis for the foreseeable future.
With the consent of 78% of the shareholders, the following additional
officers were appointed
FRED JUNG ABBOU, PRESIDENT
DR. ALEX LIBIN CHIEF OPERATIONS OFFICER
YEHUDIT HIRSCH CORPORATE SECRETARY
With the consent of 78% of the shareholders, the following additional
Directors were elected to the board of directors.
FRED JUNG ABBOU, DIRECTOR
DR. ALEX LIBIN DIRECTOR
In accordance to the acquisition agreements, the following officers have
resigned from their current positions and will relinquish their board seats:
HYMAN SCHWARTZ
EVA BEILUS
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
- NONE
ITEM 2 CHANGES IN SECURITIES
- NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
- NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
VOTE BY CONSENT OF SHAREHOLDERS:
Via consent of 78% of the shareholders of New Medium Enterprises, Inc., the
following items have been voted upon on and consented to on January 14, 2004:
(i) acquisition of the assets of Multidisk, Ltd as reflected in the agreement
dated January 5th, 2004;
(ii) Entering into a service agreement with P.G.. Engineering S.A.. as reflected
in the agreement dated January 6th, 2004;
(iii) Acquisition of the assets of TriGM International as reflected in the
agreement dated January 6th, 2004;
(iv) The amendment of our certificate of incorporation to increase the
authorized shares of the company from 100,000,000 to 200,000,000 million shares;
PAGE 12
(v) The approval of the 2001 stock option plan
(vi) The approval of the 2004 stock option plan.
(VII) Election of the following Directors:
ETHEL SCHWARTZ, CHAIRMAN & CEO
FREDRIK JUNG ABBOU, PRESIDENT, DIRECTOR
DR. ALEX LIBIN, CHIEF OPERATIONS OFFICER, & DIRECTOR
ITEM 5 OTHER INFORMATION
- NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K -
2. ON JANUARY 13, WE FILED AN 8K REPORT
3. ON JANUARY 20, WE FILED AN 8K REPORT
AT March 31, 2004, THE COMPANY'S CURRENT ASSETS AMOUNTED TO $317,210 WHILE
CURRENT LIABILITIES AMOUNTED TO $5,200.
SIGNATURE
SIGNATURES
in accordance with the requirements of the exchange act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEW MEDIUM ENTERPRISES, INC.
BY: /S/ ETHEL SCHWARTZ
CEO, TREASURER AND Chairman
PAGE 13