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
SEPTEMBER 30, 2003 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, 18,429,444
(TITLE OF CLASS) (SHARES OUTSTANDING AT October 28,2003)
PAGE 1
NEW MEDIUM ENTERPRISES, INC.
FORM 10Q-SB
THREE MONTHS ENDED SEPTEMBER 30, 2003
Z INDEX
PAGE
PART I FINANCIAL INFORMATION
ITEM 1 BALANCE SHEET, MARCH 31, 2003 2
STATEMENT OF CASH FLOW, MARCH 31, 2003 3
STATEMENT OF OPERATIONS FOR THE
PERIOD ENDED MARCH 31, 2003 4
STATEMENT OF STOCKHOLDERS EQUITY MARCH 31, 2003 5
NOTES TO FINANCIAL STATEMENTS 7
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF RESULTS OF OPERATIONS 8
PART II OTHER INFORMATION - ITEMS 1-6 8
SIGNATURES 9
PAGE 2
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
AS AT SEPTEMBER 30, 2003
ASSETS
SEPTEMBER 30 JUNE 30,
2003 2003
CURRENT ASSETS
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . $ 604,731 $ 557,894
INVESTMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,840 138,900
PREPAID EXPENSES AND TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . 2,297 0
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 679,868 696,794
PROPERTY AND EQUIPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
LESS: ACCUMULATED DEPRECIATION. . . . . . . . . . . . . . . . . . . . . . . . 0 0
NET BOOK VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
DEFERRED TAX ASSET. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 679,868 $ 696,794
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCRUED EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ 6,525
DUE TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 6,525
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.001 PAR VALUE, AUTHORIZED 10,000,000 SHARES ; NONE ISSUED
COMMON STOCK, $.001 PAR VALUE, AUTHORIZED 100,000,000 SHARES;
ISSUED AND OUTSTANDING 18,429,444 . . . . . . . . . . . . . . . . . . . . . . 18,429 18,429
ADDITIONAL PAID IN CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . 1,850,816 1,850,816
ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS) . . . . . . . . . . . . . . . . . 4,381 11,519
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE. . . . . . . . . . . . . . . (1,194,758) (1,190,495)
TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . . . . 678,868 690,269
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . $ 679,868 $ 696,794
PAGE 3
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW (UNAUDITED)
AS AT SEPTEMBER 30, 2003
SEPTEMBER 30 SEPTEMBER 30
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS . . . . . . . . . . . . . . . . . . . . . . ($4,263) ($32,737)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION . . . . . . . . . . . . . . . . . . . . 0 0
CHANGES IN ASSETS AND LIABILITIES:
ACCRUED EXPENSES . . . . . . . . . . . . . . . . . . (5,525) (20,500)
SECURITY DEPOSITS. . . . . . . . . . . . . . . . . . 0 905
PREPAID TAXES. . . . . . . . . . . . . . . . . . . . (2,297) (238)
NET CASH USED IN OPERATING ACTIVITIES. . . . . . . . (12,085) (52,570)
CASH FLOWS FROM INVESTING ACTIVITIES
DISPOSITION OF FIXED ASSETS. . . . . . . . . . . . . 0 17,445
CHANGE IN INVESTMENTS. . . . . . . . . . . . . . . . 58,922 0
NET CASH PROVIDED ( USED) IN FINANCING ACTIVITIES. . 58,922 17,445
CASH FLOWS FROM FINANCING ACTIVITIES . . . . . . . . 0 0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 46,837 (35,125)
CASH AND CASH EQUIVALENTS, JULY 1, . . . . . . . . . 557,894 734,984
CASH AND CASH EQUIVALENTS, SEPTEMBER 30 ,. . . . . . $ 604,731 $ 699,859
PAGE 4
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS (UNAUDITED)
AS AT SEPTEMBER 30, 2003
SEPT. 30 SEPT. 30
2003 2002
REVENUES. . . . . . . . . . . . . . . . . . . $ 0 $ 0
OPERATING EXPENSES
GENERAL AND ADMINISTRATIVE. . . . . . . . . . 20,091 18,110
DEPRECIATION. . . . . . . . . . . . . . . . . 0 0
LOSS ON DISPOSITION OF FIXED ASSETS . . . . . 0 16,345
TOTAL OPERATING EXPENSES. . . . . . . . . . . 20,091 34,455
INCOME (LOSS) FROM OPERATIONS . . . . . . . . (20,091) (34,455)
OTHER INCOME
GAIN ON SALE OF SECURTIES . . . . . . . . . . 14,930 0
INTEREST AND DIVIDEND INCOME. . . . . . . . . 898 1,718
LOSS BEFORE INCOME TAXES. . . . . . . . . . . (4,263) (32,737)
INCOME TAX BENEFIT. . . . . . . . . . . . . . 0 0
NET LOSS. . . . . . . . . . . . . . . . . . . ($4,263) ($32,737)
LOSS PER COMMON SHARE- BASIC AND DILUTED. . . ($0.00) ($0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 18,429,444 16,419,444
PAGE 5
NEW MEDIUM ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)
FOR PERIOD FROM July 1-2001- September 30, 2003
RETAINED ACCUMULATED
ADDITIONAL EARNINGS OTHER
PER SHARE COMMON STOCK PAID-IN (ACCUMULATED COMPREHENSIVE
AMOUNT SHARES AMOUNT CAPITAL DEFICIT) LOSS TOTALS
BALANCES, JUNE 30, 2001 . . . . . 11,965,000 11,965 1,656,480 (535,940) (13,911) 1,118,594
ISSUANCE OF SHARES
TO OFFICERS, OCT. 2001 . $ 0.03 4,444,444 4,444 145,556 150,000
ISSUANCE OF SHARES FOR
SERVICESD, APRIL 2002. . $ 0.05 10,000 10 490 500
COMPREHENSIVE GAIN. . . . . . . . 6,668 6,668
NET LOSS FOR PERIOD
ENDED JUNE 30, 2002. . . . . . (536,062) (536,062)
BALANCES, JUNE 30, 2002 . . . 16,419,444 16,419 1,802,526 (1,072,002) (7,243) 739,700
ISSUANCE OF SHARES
FOR SERVICES RENDERED,
MARCH 2003 $ 0.03 2,010,000 2,010 48,290 50,300
COMPREHENSIVE GAIN. . . . . . . . 18,762 18,762
NET LOSS FOR PERIOD
ENDED 6 30, 2003. . . . . . . (118,493) (118,493)
BALANCES, JUNE 30
2003 , 18,429,444 18,429 1,850,816 (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 $ 18,429 $ 1,850,816 ($1,194,758) $ 4,381 $678,868
PAGE 6
NEW MEDIUM ENTERPRISES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
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 SEPTEMBER 30, 2003, THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 ARE INCLUDED. OPERATING RESULTS
FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2003 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 SEPTEMBER 30, 2003
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.
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.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
PAGE 7
NEW MEDIUM ENTERPRISES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
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- 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 IS
SUFFICIENT TO MAINTAIN THE COMPANY FOR AT LEAST THE FOLLOWING YEAR.
NOTE 4 -INCOME TAXES
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 5-ACCRUED EXPENSES
ACCRUED EXPENSES CONSIST OF PROFESSIONAL AND OFFICE EXPENSES.
NOTE 6-COMMITMENTS AND CONTINGENCIES
THE COMPANY IS CURRENTLY OCCUPYING THE OFFICE OF ITS PRESIDENT 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.
PAGE 8
MANAGEMENT DISCUSSION & ANALYSIS:
THE COMPANY HAS BEEN IN NEGOTIATIONS WITH AN ACQUISITION TARGET IN AN ATTEMPT TO
FIND A SUITABLE ACQUISITION FOR OUR COMPANY. WHILE MANAGEMENT IS OPTIMISTIC THAT
A SUITABLE TARGET WILL EMERGE, THERE IS NO ASSURANCE THAT SUCH ACQUISITION WILL
BE CONSUMMATED, AND FURTHER IN THE EVENT OF AN ACQUISITION, THAT THE COMPANY
WILL BE SUCCESSFUL. TO DATE NO AGREEMENTS HAVE BEEN ENTERED INTO.
AT SEPTEMBER 30 2003, THE COMPANY'S CURRENT ASSETS AMOUNTED TO $679,868 WHILE
CURRENT LIABILITIES AMOUNTED TO $1,000.
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
- NONE
ITEM 5 OTHER INFORMATION
- NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K -
NONE
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
-------------------------------------
ETHEL SCHWARTZ
PRESIDENT, TREASURER AND DIRECTOR
DATE: OCTOBER 28, 2003
PAGE 9