UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 31 March 2004 NEW MEDIA, INC. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 000-49989 03-0459613 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 120 North Cedar St. | Suite 3809 Charlotte, NC 28202 ---------------------------------- (Address of Principal Executive Offices including Zip Code) 800-638-5820 ------------------ (Issuer's Telephone Number) Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant hereby amends Exhibit 10.18. of its report on Form 8-KA to correct the addressee of the accountant's letter dated October 11, 2003, (filed with the Securities and Exchange Commission on October 14, 2003) as set forth in the page attached hereto at Exhibit 10.24. The addressee should be New Media, Inc. Item 1. Changes in Control of Registrant. None Item 2. Acquisition or Disposition of Assets None Item 3. Bankruptcy or Receivership None Item 4. Changes in Registrant's Certifying Accountant None Item 5. Other Events None Item 6. Resignations of Registrant's Directors None Item 7. Financial Statements and Exhibits None Index to Exhibits Exhibit Description - - - ------- ----------- 10.24 CONSENT TO REVISED FORM 8K 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 MEDIA, INC. ----------------------------- (Registrant) Date: 31 March 2004 /s/ Alton Perkins ----------------------------- Alton Perkins, Chief Executive Officer Exhibit 10.24 CONSENT TO REVISED FORM 8K Grassano Accounting, P.A. Certified Public Accountants & Business Consultants www .grassanoaccounting.com 900 NORTH FEDERAL HIGHWAY Suite 160 BOCA RATON, FLORIDA 33432-2754 TEL: (561) 395-0330 FAX: (561) 395-2081 E-MAIL: firm@grassanoaccounting.com N. RICHARD GRASSANO, CPA (FL-NJ) October 11, 2003 Board of Directors New Media, Inc. 120 North Cedar St., Suite 3709 Charlotte, NC 28202 Re: Resignation Letter Dear Board of Directors: We agree with information on the revised Form 8K. Our resignation letter was dated June 11, 2003. For the audits that we performed (of the financial statements for the period ended July 31, 2002 and for the period ended December 31, 2002), we issued going concern qualified opinions. Since your inception on June 20, 2002 through June 11, 2003, the Company's management has always supplied us with all necessary information, and we have been able to rely on all management's representations. There have been no scope limitations, and the internal controls have been adequate for the Company's management to develop reliable financial statements. The Company's management also has never disagreed with any of our adjustments or recommendations. Sincerely, /s/ N. Richard Grassano President