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
DECEMBER 31, 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, 92,147,220
(TITLE OF CLASS) (SHARES OUTSTANDING AT February 3,2004)
PAGE 1
New Medium Enterprises, Inc.
( A Development Stage Company)
Balance Sheet for the Period Ending 12-31-2003
(Unaudited)
ASSETS
DEC. 31, JUNE 30,
2003 2003
CURRENT ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . $ 639,773 $ 557,894
Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,960 138,900
Prepaid expenses and taxes . . . . . . . . . . . . . . . . . . . . . . . . . 2,237 0
------------ ------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 658,970 696,794
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
Other assets-. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
------------ ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 658,970 $ 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 19,541,444 and 18,429,444 . . . . . . . . . . . . . . 19,541 18,429
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . 1,911,704 1,850,816
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . (3,238) 11,519
Deficit accumulated during the development stage . . . . . . . . . . . . . . (1,270,037) (1,190,495)
------------ ------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . 657,970 690,269
------------ ------------
Total Liabilities and Stockholders' Equity . . . . . . . . . . . . . . . . . $ 658,970 $ 696,794
Page 2
New Medium Enterprises, Inc.
( A Development Stage Company)
Statement of Cash Flows for the Period Ending 12-31-2003
(Unaudited)
DECEMBER 31, DECEMBER 31,
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . ($75,279) ($2,647)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . 0 0
Changes in assets and liabilities:
Investment . . . . . . . . . . . . . . . . . . . . . 48,261 (2,500)
prepaid expenses . . . . . . . . . . . . . . . . . . 60 2,695
-------------- --------------
Net cash used in operating activities. . . . . . . . (26,958) (2,452)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided from investing activities. . . . . 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of shares to officers for services rendered 62,000 0
-------------- --------------
Net cash provided from financing activities. . . . . 62,000 0
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 35,042 (2,452)
-------------- --------------
Cash and cash equivalents, October 1,. . . . . . . . 604,731 699,859
-------------- --------------
CASH AND CASH EQUIVALENTS, DECEMBER 31,. . . . . . . $ 639,773 $ 697,407
Page 3
New Medium Enterprises, Inc.
( A Development Stage Company)
Statement of Operation for the Period Ending 12-31-2003
(Unaudited)
DEC. 31 DEC. 31
2003 2002
REVENUES. . . . . . . . . . . . . . . . . . . $ 0 $ 0
OPERATING EXPENSES
General and administrative. . . . . . . . . . 89,934 4,443
Loss on disposition of fixed assets . . . . . 0 0
------------ ------------
Total operating expenses. . . . . . . . . . . 89,934 4,443
------------ ------------
Income (loss) from operations . . . . . . . . (89,934) (4,443)
OTHER INCOME
Gain on sale of securities. . . . . . . . . . 13,934 0
Interest Income . . . . . . . . . . . . . . . 721 1,796
------------ ------------
Loss before income taxes. . . . . . . . . . . (75,279) (2,647)
Income tax benefit. . . . . . . . . . . . . . 0 0
------------ ------------
NET LOSS. . . . . . . . . . . . . . . . . . . ($75,279) ($2,647)
LOSS PER COMMON SHARE- Basic and Diluted. . . ($0.00) ($0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 19,541,444 16,419,444
Page 4
New Medium Enterprises, Inc.
( A Development Stage Company)
Statement for Stockholder Equity for the Period Ending 12-31-2003
(Unaudited)
RETAINED ACCUMULATED
ADDITIONAL EARNINGS OTHER
PER COMPRE-
SHARE COMMON STOCK PAID-IN (ACCUMULATED HENSIVE
------------- ----------
AMOUNT SHARES AMOUNT CAPITAL DEFICIT) LOSS TOTALS
Balances,
July 1, 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
Compre-
hensive gain . 18,762 18,762
Net loss for
period ended
June 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
Comprehensive
loss . . . . . (7,619) (7,619)
Issuance of
shares for
services
rendered, Oct.-2002
- -October 2003
2003 $ 0.06 1,112,000 1,112 60,888 62,000
Net loss for
period ended
Dec. 31, 2003. (75,279) (75,279)
BALANCES,
DECEMBER 31,
2003 19,541,444 $ 19,541 $ 1,911,704 ($1,270,037) ($3,238) $657,970
Page 5
New Medium Enterprises, Inc.
( A Development Stage Company)
Notes to Financial Statement
for the Period Ending 12-31-2003
(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 December 31, 2003, the results of operations for
the three months ended December 31, 2003 are included. Operating results for the
three-month period ended December 31, 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 December 31, 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.
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- 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
Page 6
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.
MANAGEMENT DISCUSSION & ANALYSIS:
The company has been in negotiations with an acquisition target in an attempt to
find a suitable acquisition for our company. On December 22, 2003, we signed a
Letter of Intent and Agreement in Principal to acquire the intellectual property
pertaining to a new and emerging Reflective Multiplayer Disk (RMD)which is an
extension of DVD. Multidisk is a high capacity optical media and next generation
data storage company that holds the intellectual property pertaining to RMD
technology. RMD format is based on red laser technology.
See 8K form filed December 22, 2003.
SUBSEQUENT EVENTS
On January 13, 2004, with the consent of 78% of the shareholders, New Medium
Enterprises, Inc executed definitive agreements with two separate entities To
acquire the business and all of the intellectual property assets of a new and
emerging DVD format known as RMD, (Reflective Multi-Layer Disc) and an Agreement
with a specialized Scientific Development Team to conduct the R&D activities and
development of the technologies acquired.
The RMD format is a high definition proprietary format under development, based
on an integration of concepts and inventions made independently by groups of
scientists in several European countries, many of which have extensive
experience with a multitude of past and present formats of optical storage and
in particular with multiplayer optical structures. The technology is designed to
usher in high definition TV and high capacity, next generation DVD discs
believed to be capable of exceeding current capacity of 4.7GB one layer DVD by
ten fold, with later generations up to 100GB. The higher capability is needed
because broadcasters and movie studios are planning to take advantage of the
emerging high-definition television screens to produce more digital programming
with multitrack sound and much better resolution. With the current 4.7GB
standard DVD and two layer DVD 9, recording a full featured length film in high
definition cannot be achieved. Consequently, the media recording industry,
producers, and content providers are eagerly seeking a cost effective solution
to this limitation.
Page 7
Since RMD uses for read/write the current standard: red laser technology, it is
anticipated that it will require no significant change to the current mastering
and replicating infrastructure of standard DVD and thus it is believed will be
easily adaptable for mass marketing with cost efficiency. Competing technologies
under development are based on blue-laser which is anticipated to add
significant costs to the DVD infrastructure and thus will make the product
expensive to the media recording industry, content providers producers, and
consumers. Last spring, Tokyo-based Sony Corp. was the first consumer
electronics company to begin offering next-generation DVD recorders, for roughly
$3800. Sony leads a consortium called Blu-ray Disc, which is pushing one of two
competing standards for the design of the discs, players, and recorders that use
blue lasers. The group includes 10 major consumer electronics companies, among
them Hitachi, Matsushita, Royal Philips Electronics, and Samsung. The other
standard, Advanced Optical Disc (AOD), has been proposed by Toshiba and NEC, no
AOD-based products are currently available in the market.
AGREEMENTS & CONTRACTS
We entered into the following Agreements and arrangements to secure the RMD
assets and to assemble the scientific team capable of developing the prototypes
and products.
AGREEMENT # 1 On January 13, 2004, New Medium Enterprises, Inc. executed an
agreement to acquire all the assets of MultiDisk Ltd. in exchange of the
issuance of 38,557,777 shares of New Medium Enterprises, Inc. MultiDisk, is a
high capacity optical media and next generation data storage company that holds
certain intellectual property assets pertaining to the new emerging proprietary
Reflective Multilayer Disc, RMD format.
In connection with the acquisition, we have agreed to provide initial funding
out of our available capital of (i) $77,500 to repay a loan, (ii) $25,000 for
broker fees, in connection with the acquisitions, (iii) to allocate $185,000 out
of our available funds for administrative operations and public company
functions and (iv) undertake future payments of $87,000 after we raise accrued
amount of $500,000.
PAGE 8
Agreement # 2:
In a separate transaction on January 13, 2004, New Medium executed an agreement
to acquire all of the RMD intellectual property held assets held by Tri-GM
International S.A. in exchange of the issuance of 27,792,999 shares of New
Medium Enterprises, Inc. Tri-GM International S.A. holds all of the
complementary intellectual property assets pertaining to the technologies of the
RMD format.
In connection with the acquisition, we have agreed to undertake future payments
of $87,000 after we raise accrued amount of $500,000.
AGREEMENT # 3 On January 13, 2004, New Medium Enterprises executed a
Scientific Development Agreement with PG, Engineering S.A. in exchange of the
issuance of 6,255,000 to PG Engineering and/ or their designees. PG Engineering
S.A. consists of a unique scientific and entrepreneurial team with many years of
experience in optical storage Media development and specifically with properties
of multi-layer optical structures. In accordance to the Agreement, R&D
activities will be designated to PG Engineering SA The overall management will
be carried out from our Company's headquarters in New York and offices in
London. We will provide initial funding of $302,000 out of our available funds
and we will be responsible for the overall direction of the project. All
intellectual property, patents, equipment, know-how, and products will belong
without exception to us.
SUMMARY OF CONSIDERATIONS PAID:
Aggregate common shares to be issued to above parties 72,605,776
Aggregate funds to be allocated for repayment of
Loan and broker fees and future operations & Development $589,500
Aggregate future payments to be made: $174,000
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
Page 9
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 HOLDERS REMAINING
ORIGINAL POSITION TRANFERRED
TO SELLER POSITION
----------------- -------------------- ---------
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
- --------------- ----------------- -------------------- ---------
CHANGE IN MANAGEMENT & CONTROL:
The following changes are being 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. In the future, when we are technically
advanced and financially capable, it is contemplated we will seek to recruit an
industry heavyweight for the position of CEO,
The following additional officers will be appointed subject to shareholder
approval:
Fred Jung Abbou, President
Dr. Alex Libin Chief Operations Officer
Yehudit Hirsch Corporate Secretary
PAGE 10
The following additional Directors will be appointed subject to shareholder
approval:
Fred Jung Abbou, Director
Dr. Alex Libin Director
CURRENT REPORT ITEM 6 RESIGNATION OF CURRRENT DIRCTORS: As part of the
Acquisition Agreements, the following officers have resigned From their current
positions and will relinquish Their Board seats:
Hyman Schwartz
Eva Beilus
DIRECTORS AND EXECUTIVE OFFICERS
Name Age Position
- ------------------- --- --------------------------
Ethel Schwartz 54 Chairman, Chief Executive
Officer, & Treasurer
Fredrik Jung Abbou 26, President, Director
Dr. Alex Libin 59, Chief Operations Officer, Director
Yehudit Hirsch 28 Corporate Secretary
INFORMATION CONCERNING OFFICERS & DIRECTORS:
ETHEL SCHWARTZ: CHAIRMAN, CEO & TREASURER: (age 54) Ethel will remain as
Chairman and CEO of our company on an interim basis for the foreseeable future.
Ethel has been President, Chief Executive Officer, Treasurer and founder of our
company since its inception. Since March 1996, Ethel has been an officer and
director of Hyett Capital Ltd which is currently engaged in mergers and
acquisitions, & consulting. She is currently employed with Grand Capital Corp.
on a part-time basis as a stockbroker where she devotes less than 3 hours per
month in her employment. Ethel brings a wealth of knowledge in finance and
experience in securities and public Company operations and regulatory
compliance, as well as diversified business experience.
FREDRIK JUNG-ABBOU: PRESIDENT: Fredrik Jung Abbou has been employed by MultiDisc
Since July 2003 and has been President of MultiDisc Plc, since October 15, 2003.
From 1998 to 2002 he was a founder and employee of Stockpicker, where he
successfully created one of Sweden's still prospering Internet companies focused
on the financial services arena. He also served as Product Manager and board
member in their Swedish and Brazilian operations and headed the process of
establishing operations abroad, to start operations in Brazil, China and India.
He received a BA in International Business from European Business School and
currently holds the position of Chairman of the Board in innovative Israeli R&D
Company Visson Enterprises Ltd, a company in the forefront of next generation of
ultra thin and flexible displays. Mr. Jung Abbou holds 8 percent of the shares
of Stockpicker.
DR. ALEXANDER LIBIN: CHIEF OPERATIONS OFFICER: Since 2002, Dr. Libin has been
the Co-Director for Sciences, at the Israel Interuniversity Center for Academic
Cooperation with CIS, Hebrew University, Jerusalem, Israel. From 1998-2002, he
has been a Senior Vice-President for International Management and System
Integration, Memory Devices 1966 Ltd., Rehovot , Israel. From 1995-1998 he was
Senior Advisor for Russian Affaires, at The Prime Minister's Office, Tel-Aviv
Israel. From 1991-1995 he served as a Secretary, in the Israeli Embassy in
Moscow. Dr. Libin brings substantial experience in operations, science and
technology, with demonstrated ability to pick major technological issues as
prime target and to pursue the transformation of innovative technological ideas
into a working final product. Dr. Libin is the father of Yehudit Hirsch.
YEHUDIT HIRSCH: SECRETARY: Yehudit received her law degree from Tel Aviv
University School of law in March 1999, and finished her studies toward LLM
degree in NYU School of Law in 2003. From May 2000 to July 2002, she practiced
law as an associate at M. Seligman &Co, one of Israel most prominent law firms.
Upon graduation from Tel Aviv University Law School, Ms. Hirsch was employed as
a Post Graduate Trainee for the period of the mandatory legal training (Law
Clerck), by I. Amihud Ben-Porath, Hamou &Co, in Tel Aviv. During the last year
of her studies, Ms. Hirsch has clerked for Hon. Justice Asher Grunis at the
Tel-Aviv District Court (lately appointed to the Israeli Supreme Court. Yehudit
has extensive experience in corporate, business, labor, and employment law.
Yehudit is the daughter of Dr. Alex Libin.
AT December 31, 2003, THE COMPANY'S CURRENT ASSETS AMOUNTED TO $679,868 WHILE
CURRENT LIABILITIES AMOUNTED TO $1,000
Page 11
FORWARD-LOOKING STATEMENTS:
STATEMENTS ABOUT THE COMPANY'S FUTURE EXPECTATIONS, INCLUDING FUTURE REVENUES
AND EARNINGS, AND ALL OTHER STATEMENTS IN THIS PRESS RELEASE OTHER THAN
HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AND AS THE TERM IS DEFINED IN THE PRIVATE LITIGATION REFORM ACT OF 1995.
THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM EXPECTED RESULTS. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT
SUBSEQUENTLY OCCURRING EVENTS OR CIRCUMSTANCES. SHOULD EVENTS OCCUR WHICH
MATERIALLY AFFECT ANY COMMENTS MADE WITHIN THIS PRESS RELEASE; THE COMPANY WILL
APPROPRIATELY INFORM THE PUBLIC.
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 on January 14, 2004:
(i) Acquisition of the assets of MultiDisk, LTD as reflected in the Agreement
dated January 5th, 2004;
(ii) Entering into a service Agreement with P.G. Engineering S.A. as reflected
in the Agreement dated January 6th, 2004;
(iii) Acquisition of the assets of TriGM International as reflected in the
agreement dated January 6th, 2004;
(iv) The amendment of NMEN's Certificate of Incorporation to increase the
authorized shares of the company from 100,000,000 to 200,000,000 million;
(v) The approval of the 2001 stock option plan
(vi) The approval of the 2004 stock option plan.
(vii) Election of the following Directors:
Ethel Schwartz, Chairman & CEO
Fredrik Jung Abbou, President, Director
Dr. Alex Libin, Chief Operations officer, & Director
Page 12
ITEM 5 OTHER INFORMATION
- NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K -
On December 22, we filed an 8-K report to announce the Letter of Intent to
acquire the RMD Technology from MultiDisk Ltd.
On January 13, we filed an 8K report announcing the definitive acquisition of
all of the RMD Technology from MultiDisk and from TriGm International S.A.
On January 20, we filed an 8K report proving full details of the acquisitions,
the business, the industry, the Risks, The plan of Operation, the Changes in
Management. Please refer to 8K's for full details.
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: February 3, 2004
PAGE 13