10-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10 -K

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                       For the Year Ended March 31, 2003

                      Commission File Number: 33-27494-FW

                            NEW FRONTIER MEDIA, INC.
             (Exact name of registrant as specified in its charter)

                                           
                   Colorado                                     84-1084061
           (State or Incorporation)                   (I.R.S. Employer I.D. Number)



              7007 Winchester Circle, Suite 200, Boulder, CO 80301

             (Address of principal executive offices and Zip Code)

                                 (303) 444-0632
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock.

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 such 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:  /X/  YES  / /  NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K:  / /

Aggregate market value of voting stock held by non-affiliates: $26,874,056 based
on 16,092,249 shares at June 23, 2003 held by non-affiliates and the closing
price on the Nasdaq SmallCap Market on that date which was $1.67.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).   / /  YES  /X/  NO

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. $19,958,666

Indicate the number of shares outstanding of each of the registrant's classes of
common stock:

         19,362,066 common shares were outstanding as of June 23, 2003

                      DOCUMENTS INCORPORATED BY REFERENCE

The information required in response to Part III of Form 10-K is hereby
incorporated by reference to the specified portions of the registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on August 26, 2003.

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                                   FORM 10-K
               FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 2003
                               TABLE OF CONTENTS



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                                       PART I.

Item 1.   Business....................................................................       3

Item 2.   Properties..................................................................      21

Item 3.   Legal Proceedings...........................................................      21

Item 4.   Submission of Matters to a Vote of Security Holders.........................      22

                                       PART II.

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.......      22

Item 6.   Selected Financial Data.....................................................      23

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations..................................................................      23

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk..................      40

Item 8.   Financial Statements and Supplementary Data.................................      40

Item 9.   Changes In and Disagreements With Accountants on Accounting and Financial
          Disclosure..................................................................      40

                                      PART III.

Item 10.  Directors and Executive Officers of the Registrant..........................      41

Item 11.  Executive Compensation......................................................      41

Item 12.  Security Ownership of Certain Beneficial Owners and Management..............      41

Item 13.  Certain relationships and Related Transactions..............................      41

Item 14.  Controls and Procedures.....................................................      41

Item 15.  Principal Accountant Fees and Services......................................      42

                                       PART IV.

Item 16.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.............      42

SIGNATURES............................................................................      45

Table of Contents to Financial Statements.............................................     F-1


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                                    PART I.

ITEM 1. BUSINESS

     CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

     THIS ANNUAL REPORT ON FORM 10-K AND THE INFORMATION INCORPORATED BY
REFERENCE MAY INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THE COMPANY
INTENDS THE FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE HARBOR
PROVISIONS FOR FORWARD-LOOKING STATEMENTS. ALL STATEMENTS REGARDING THE
COMPANY'S EXPECTED FINANCIAL POSITION AND OPERATING RESULTS, ITS BUSINESS
STRATEGY, ITS FINANCING PLANS AND THE OUTCOME OF ANY CONTINGENCIES ARE FORWARD-
LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
SET FORTH OR IMPLIED BY ANY FORWARD LOOKING STATEMENTS. SOME OF THESE RISKS ARE
DETAILED IN PART I, ITEM 1 "RISK FACTORS" AND ELSEWHERE IN THIS FORM 10-K. THE
COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN, EXCEPT AS MAY BE OTHERWISE REQUIRED BY LAW.

GENERAL

     On February 18, 1998, New Frontier Media, Inc. and its subsidiaries ("New
Frontier Media" or "the Company") acquired the adult satellite television assets
of Fifth Dimension Communications (Barbados), Inc. and its related entities
("Fifth Dimension"). As a result of the Fifth Dimension acquisition, New
Frontier Media, through its wholly owned subsidiary Colorado Satellite
Broadcasting, Inc., d/b/a The Erotic Networks, ("TEN") became a leading provider
of adult programming to low-powered ("C-Band") direct-to-home ("DTH") households
through its networks TEN Xtsy ("Xtsy") (formerly Extasy), TEN BluePlus
("BluePlus") (formerly True Blue) and TEN Max ("Max") (formerly X-Cubed).
Subsequent to this purchase, the Company launched five networks targeted
specifically to cable television system operators and high-powered DTH satellite
service providers (Direct Broadcast Satellite or "DBS"): TEN, Pleasure, TEN
Clips ("Clips"), TEN Blue ("Blue"), and TEN Blox ("Blox").

     On October 27, 1999, New Frontier Media completed an acquisition of three
related Internet companies: Interactive Gallery, Inc. ("IGallery"), Interactive
Telecom Network, Inc. ("ITN") and Card Transactions, Inc. ("CTI"). ITN and CTI
are currently inactive subsidiaries.

     New Frontier Media is organized into two reportable segments:

     O Subscription/Pay-Per-View TV Group -- distributes branded adult
       entertainment programming (via Pay-Per-View ("PPV") networks and
       Video-on-Demand ("VOD") content) through electronic distribution
       platforms including cable television, C-Band, and DBS

     O Internet Group -- aggregates and resells adult content via the Internet.
       The Internet Group sells content to monthly subscribers through its
       broadband web site, www.ten.com, partners with third-party gatekeepers
       for the distribution of www.ten.com, and wholesales pre-packaged content
       to various web masters.

     Information concerning revenue and profit attributable to each of the
Company's business segments is found in Part II, Item 7, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," and
in Part IV, Item 16 of "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS," of this
Form 10-K, which information is incorporated by reference into this Part I,
Item 1.

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SUBSCRIPTION/PPV TV GROUP
INDUSTRY OVERVIEW

     New Frontier Media, through its wholly owned subsidiary TEN (also
"Subscription/PPV TV Group"), is focused on the distribution of adult
entertainment programming through electronic distribution platforms including
cable television, C-band, and DBS. Adult entertainment content distribution has
evolved over the past twenty-five years from home video platforms (video
cassette) to cable television systems and DBS providers, and most recently to
the Internet. In the early 1980's, cable television operators began offering
subscription and PPV adult programming from network providers such as Playboy
Enterprises, Inc. ("Playboy").

     PPV technology enables cable television operators or satellite providers to
sell a block of programming, an individual movie, or an event for a set fee. PPV
technology also permits cable television operators or satellite providers to
sell the Subscription/PPV Group's programming on a monthly, quarterly,
semiannual and annual basis. PPV programming competes well with other forms of
entertainment because of its relatively low price point. Kagan World Media
("Kagan") estimates that adult PPV revenue generated by cable systems and DBS
providers in 2002 was $609 million, representing an increase of 15% from
revenues of $529 million generated by the category in 2001. Kagan projects
revenues from the adult category to grow to $917 million by the year 2006.

     PPV programming is delivered through any number of delivery methods,
including: (a) cable television; (b) DTH to households with large satellite
dishes receiving a low-power analog or digital signal (C-Band) or DBS services
(such as those currently offered by EchoStar Communications Corporation and
DirecTV); (c) wireless cable systems; and (d) low speed (dial-up) or broadband
Internet connections (i.e., streaming video).

     The Subscription/PPV Group provides its programming on both a PPV and
subscription basis to home satellite dish viewers through large backyard
satellite dishes receiving a low-power analog or digital signal (C-Band).
According to General Instrument Corporation's Access Control Center reports, the
U.S. C-Band market has declined from approximately 0.8 million households as of
April 2002 to 0.5 million as of April 2003. The Subscription/PPV TV Group
provides programming to small dish viewers receiving a high-power digital signal
(via DBS providers such as EchoStar Communications Corporation's DISH Network)
as well. Kagan reported in its January 17, 2003 newsletter that there were a
total of 19.7 million DBS households as of December 31, 2002 (DirecTV provides
service to 11.4 million households and EchoStar Communications Corporation's
DISH Network ("DISH") provides service to 8.3 million households). During 2002,
DirecTV and DISH combined to gain 2.5 million net new subscribers. Kagan
estimates that DBS will grow to 26 million subscribers by the year 2006.

     The Subscription/PPV Group also provides its programming on a PPV,
subscription and VOD basis through large multiple system operators ("MSOs") and
their affiliated cable systems, as well as independent, privately-held cable
systems. As of May 2003, the Subscription/PPV Group maintained distribution
arrangements with seven of the ten largest domestic cable MSOs which control
access to 45.5 million, or 68%, of the total basic cable household market.
According to the National Cable and Telecommunications Association ("NCTA"),
Cable MSOs delivered service to 66.8 million basic households in the United
States as of April 2003. In addition, Kagan indicates that total analog and
digital addressable cable service (i.e., basic cable households that have the
capability of receiving PPV or subscription services) was provided to 31.2
million households.

     Growth in the PPV market is expected to result in part from cable system
upgrades utilizing fiber-optic, digital compression technologies or other
bandwidth expansion methods that provide cable operators additional channel
capacity. Cable operators have shifted from analog to digital technology in
order to upgrade their cable systems and to respond to competition from DBS
providers who offer programming in a 100% digital environment. When implemented,
digital compression technology increases channel capacity, improves audio and
video quality, provides fully secure scrambled signals, allows for advanced
set-top boxes for increased interactivity, and provides for integrated
electronic

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programming guides ("EPG"). The Subscription/PPV Group expects that most of its
future cable launches will be on a digital platform.

     According to the NCTA, as of December 2002 more than 25% of U.S. Cable
customers, approximately 19.2 million, received digital cable service. This
represents an increase of 26% over the number of digital subscribers receiving
service at the end of 2001. Kagan estimates that the number of digital cable
subscribers will grow to 40.9 million by the year 2006.

     Cable operators are also using their upgraded plants to provide their
digital customers with VOD services. VOD differs from traditional PPV in that it
allows the consumer to purchase a specific movie or program for a period of time
with VCR functionality. This provides the opportunity for a consumer to view a
movie at any time, rather than only during the purchase window provided by the
cable operator. The Subscription/PPV TV Group currently provides programming to
over 6.6 million VOD enabled households, representing a 95% penetration rate of
total VOD enabled cable households. Multichannel News, in their December 2002
Broadband Databook, estimates that VOD revenues will grow from $257 million in
2002 to over $1.78 billion in 2006.

DESCRIPTION OF NETWORKS

     The Subscription/PPV Group provides eight, 24-hour per day adult
programming networks: Pleasure, TEN, TEN Clips (formerly ETC), TEN Blue, TEN
Blox, TEN Xtsy (formerly Extasy), TEN BluePlus (formerly True Blue), and TEN Max
(formerly X-Cubed). The following table outlines the current distribution
environment for each service:

                                    TABLE 1
                              SUMMARY OF NETWORKS



                                                  ESTIMATED ADDRESSABLE HOUSEHOLDS
                                                -------------------------------------
                                                           (IN THOUSANDS)
                                                 AS OF         AS OF         AS OF
                                                MARCH 31,     MARCH 31,     MARCH 31,
     NETWORK           DISTRIBUTION METHOD        2003          2002          2001
- -----------------    -----------------------    ---------     ---------     ---------
                                                                
Pleasure             Cable                         8,000         7,500        17,245
TEN                  Cable/DBS                    11,100         8,100         5,800
TEN Clips            Cable/DBS                     5,800         3,600         2,400
VOD                  Cable                         5,300         1,100           255
TEN Xtsy(1)          C-band/Cable/DBS              9,000         7,800         3,200
TEN BluePlus(1)      C-band/Cable                    570           800         1,100
TEN Max (1)          C-band/Cable                    570           800         1,100
TEN Blue             Cable                           300           N/A           N/A
TEN Blox             Cable                           300           N/A           N/A
TOTAL ADDRESSABLE SUBSCRIBERS                     40,940        29,700        31,100


Note: "N/A" indicates that network was not launched at that time

(1) TEN Xtsy, TEN BluePlus and TEN Max addressable household numbers include 1.1
million, 0.8 million and 0.5 million C-Band addressable households for the years
ended March 31, 2001, 2002 and 2003, respectively.

PLEASURE

     On June 1, 1999, the Subscription/PPV Group launched Pleasure, a 24-hour
per day adult network that incorporates the most edited standard available in
the category. Pleasure is distributed via cable television operators. Pleasure's
programming consists of adult feature-length film and video productions and is
programmed to deliver subscription and PPV households up to 21 monthly premiere
adult movies with a total of up to 110 adult movies per month. Pleasure was
specifically designed to provide adult content programming to operators that
have not yet embraced a less

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inhibited adult programming philosophy and for those operators that wish to use
the service to "upsell" subscription or PPV households to a less edited network
such as TEN or TEN Clips. Pleasure is distributed via Cable system operators on
either a pay-per-view or pay-per-block basis at prices ranging from $5.95 to
$11.95.

TEN

     On August 15, 1998, the Subscription/PPV Group launched TEN, a 24-hour per
day adult network that incorporates a partial editing standard targeted to cable
television system operators and DBS providers. The PPV Group has programmed TEN
with feature-length film and video productions that incorporate less editing
than traditional cable adult premium networks. TEN is distributed via Cable
system operators and DBS providers on either a pay-per-view or pay-per-block
basis at retail prices ranging from $5.95 to $11.95.

     TEN offers a diverse programming mix with movies and specials that appeal
to a wide variety of tastes and interests. TEN offers subscription and PPV
households up to 23 monthly premiere adult movies and up to 130 total adult
movies per month. TEN was developed to capitalize on the number of cable
operators/DBS providers now willing to carry partially edited adult network
services and the momentum toward broader market acceptance of partially edited
adult programming by their subscribers. New Frontier Media believes the growing
market acceptance of partially edited programming is due, in large part, to the
higher buy rates (the theoretical percentage of addressable households ordering
one PPV movie, program or event in a month) achieved for cable system
operators/DBS providers as compared to network programming that incorporates the
most edited adult programming.

TEN CLIPS (FORMERLY EROTIC TELEVISION CLIPS)

     The Subscription/PPV Group launched TEN Clips on May 17, 2000. TEN Clips'
unique formatting provides for thematically organized 90-minute blocks of
programming in order to provide more variety in a single viewing block and
encourage appointment viewing by the PPV adult consumer. The PPV Group has
organized its partially edited content library into thematic categories. Through
the PPV Group's proprietary database technology, approximately eight scenes are
organized thematically and programmed into one 90-minute block. TEN Clips
delivers 240 unique thematic blocks with over 500 different adult film scenes
during a typical month. This "clips" format is the most differentiated service
in the adult category and consistently generates higher buy rates than feature-
driven adult services. TEN Clips is distributed via Cable system operators and
DBS providers on a pay-per-view and pay-per-block basis at retail prices ranging
from $7.95 to $11.95.

TEN BLUE

     TEN Blue was launched on January 1, 2003 as the Subscription/PPV TV Group's
newest, partially edited network. This network is programmed to deliver up to
110 movies each month. TEN Blue offers adult consumers feature-length amateur,
ethnic, and urban content. TEN Blue was developed to capitalize on the number of
cable operators/DBS providers now willing to carry partially edited adult
network services and the momentum toward broader market acceptance of partially
edited adult programming by their subscribers.

TEN BLOX

     TEN Blox was launched on January 1, 2003 as the Subscription/PPV TV Group's
newest, partially edited "clips" network (similar in formatting to TEN Clips).
This network is programmed to compliment TEN Blue by utilizing thematically
organized clips from the network's amateur, ethnic, and urban feature-length
programs. TEN Blox was developed to capitalize on the number of cable
operators/DBS providers now willing to carry partially edited adult network
services and the momentum toward broader market acceptance of partially edited
adult programming by their subscribers.

                                       6

TEN ON DEMAND (VIDEO-ON-DEMAND)

     TEN On Demand is the Subscription/PPV TV Group's VOD service. This service
is available to Cable operators in each of the Group's three editing standards.
TEN On Demand is provided to Cable operators as a "kit" of adult content with
5 - 40 titles in each kit. Content is refreshed on a monthly basis and provides
for a 30-day early release window to the PPV services. Accordingly, there is no
duplication between the PPV networks and the VOD product. The Subscription/PPV
TV Group is the leading provider of adult VOD content with launches on cable
systems representing 95% of VOD enabled households.

     In addition, the Subscription/PPV TV Group provides its TEN On Demand
service to On Command Corporation ("On Command"), the leading provider of
in-room interactive entertainment for the hotel industry and its guests. The
Group provides up to 21 titles on a monthly basis to On Command's 895,000 VOD
enabled hotel rooms in four different editing formats.

TEN XTSY (FORMERLY EXTASY)

     TEN Xtsy was acquired from Fifth Dimension on February 18, 1998. TEN Xtsy's
programming consists of feature-length adult film and video productions and is
programmed with up to 21 monthly premieres and 130 adult movies per month. TEN
Xtsy's programming is "least edited", which is similar to the editing standard
employed in the home video market. The network offers a diverse programming mix
with movies and specials that appeal to a wide variety of tastes and interests.
TEN Xtsy is the Company's least edited programming service available to
multi-channel households and is distributed via C-band DTH, Cable system
operators and DBS providers. TEN Xtsy is available on a pay-per-view and
pay-per-block basis as well as on a monthly, quarterly, semiannual and annual
subscription basis.

     TEN Xtsy had 48,099, 43,360, and 34,618 active C-Band subscriptions as of
March 31, 2001, 2002 and 2003, respectively. C-Band retail prices range from
$19.99 to $110.99 for monthly, quarterly, semi-annual and annual subscriptions.
Cable operators and DBS providers distribute TEN Xtsy on a pay-per-view or
pay-per block basis at retail prices ranging from $8.95 to $10.95.

TEN BLUEPLUS (FORMERLY TRUE BLUE)

     TEN BluePlus was acquired from Fifth Dimension on February 18, 1998. TEN
BluePlus incorporates the same editing standard as TEN Xtsy and is programmed
with movies that feature amateur, ethnic, and urban adult content. TEN BluePlus
is programmed to deliver 90 adult movies per month. TEN BluePlus is distributed
via C-band DTH and Cable operators. C-band retail prices range from $19.99 to
$110.99 for monthly, quarterly, semi-annual and annual subscriptions. TEN
BluePlus had 46,606, 41,895, and 33,961 active C-Band subscriptions as of March
31, 2001, 2002, and 2003, respectively.

TEN MAX (FORMERLY X-CUBED AND XCLIPS)

     TEN Max (formerly X-Cubed and XClips) was acquired from Fifth Dimension on
February 18, 1998. TEN Max incorporates the same editing standard as TEN Xtsy
and is programmed to compliment this network by utilizing thematically organized
clips (similar to the TEN Clips format) from TEN Xtsy's premieres, network
specials and compilations. TEN Max is distributed via C-band DTH and Cable
operators. C-band retail prices range from $19.99 to $110.99 for monthly,
quarterly, semiannual and annual subscriptions. TEN Max had 43,743, 40,210, and
33,606 active C-Band subscriptions as of March 31, 2001, 2002, and 2003,
respectively.

SATELLITE TRANSMISSION

     The Subscription/PPV TV Group delivers its video programming via satellite
transmission. Satellite delivery of video programming is accomplished as
follows:

     Video programming is played directly from the Subscription/PPV TV Group's
Boulder, Colorado based digital broadcast center. The program signal is then
scrambled (encrypted) so that the signal is unintelligible unless it is passed
through the proper preauthorized decoding devices. The signal is

                                       7

transmitted (uplinked) by an earth station to a designated transponder on a
communications satellite. The transponder receives the program signal uplinked
by the earth station, amplifies the program signal and broadcasts (downlinks) it
to satellite dishes located within the satellite's area of signal coverage. The
signal coverage of the domestic satellite used by New Frontier Media is the
continental United States, Hawaii, Alaska, and portions of the Caribbean,
Mexico, and Canada. Each analog transponder can retransmit one complete analog
color television video signal and two digital television video signals, together
with associated audio and data edgebands.

     The Subscription/PPV TV Group's programming is received by C-Band
subscribers, Cable system operators and DBS providers. This programming is
received in the form of a scrambled signal. In order for subscribers to receive
the programming the signal must be unscrambled.

     C-Band subscribers purchase programming directly from the Subscription/PPV
TV Group. The satellite receivers of C-Band subscribers contain unscrambling
equipment that may be authorized to decode the Subscription/PPV Group's
satellite services. Each set top box or satellite receiver has a unique
electronic "address". This "address" is activated for the requisite services
purchased.

     Cable system operators and DBS providers receive their programming in the
same manner as a C-Band subscriber. These multi-channel distributors in turn,
provide the received programming to their captive subscriber audience. The
equipment utilized by Cable system operators and DBS providers is similar to
that utilized by C-Band subscribers but manufactured to an industrial grade
specification. The Cable system operators and DBS providers are able to remotely
control each subscriber's set-top box or satellite receiver on their network,
and cause it to unscramble the television signal for a specific period of time
after the subscriber has made a purchase of a premium service or PPV movie or
event.

TRANSPONDER AGREEMENTS

     New Frontier Media maintains satellite transponder lease agreements for
four full-time analog transponders with Loral Skynet on its Telstar 4 satellite
and 20.5 MHz of total bandwidth allocation on a digital transponder on its
Telstar 7 satellite. These transponders provide the satellite transmission
necessary to broadcast each of the Subscription/PPV TV Group's eight adult
networks.

     Prior to January 2002, the Subscription/PPV TV Group employed General
Instrument Corporation's ("GI") DigiCipher II Edgeband technology to transmit
its Pleasure, TEN and TEN Clips networks over the same satellite transponders as
were being used for TEN Xtsy, TEN Max, TEN BluePlus and its 24-hour promotional
C-Band channel ("Barker"). GI's Edgeband System permits multiple services to be
carried over an existing satellite transponder by adding a multiplex of MPEG-2
compressed programs at the band edge of the transponder. These services can be
received and decoded at the Cable system's or DBS provider's headend and carried
as an analog cable service or be re-multiplexed in digital form for carriage as
part of a digital multiplex. Through the use of Edgeband technology, the Company
did not incur any additional cash outlays for transponder space as it added
Pleasure, TEN and TEN Clips to its family of networks.

     In January 2002, the Subscription/PPV TV Group renegotiated its transponder
leases and created a digital tier for its Pleasure, TEN, and TEN Clips networks
on Telstar 7. This digital tier takes the place of the Edgeband technology
previously used by the Group for its transponder configuration. This change to a
digital tier makes the Subscription/PPV TV Group's services more bandwidth
efficient for its Cable affiliates, providing more opportunity for distribution
of its networks. In January 2003, the Group added TEN Blue, TEN Blox, and TEN
Xtsy to its digital tier on Telstar 7.

     In April 2000, the Subscription/PPV TV Group signed a multi-year agreement
with iN-DEMAND L.L.C. ("iN-DEMAND") for carriage of its Pleasure network. As a
result of the contract, Pleasure is available to cable operators representing
approximately 7.2 million digital households across the country. iN-DEMAND
carries Pleasure on Telstar 7, transponder 4. iN DEMAND is the nation's leading
provider of VOD and PPV programming, offering titles from all of the major
Hollywood and independent studios, plus sports, subscription sports packages and
entertainment. iN-DEMAND serves

                                       8

over 1,900 affiliated systems. iN-DEMAND's three shareholders include Time
Warner Entertainment - Advance/Newhouse Communications, Comcast Corporation, and
Cox Communications, Inc.

     In June 2002, the Subscription/PPV TV Group began offering its VOD service
to cable MSOs via transport provided by TVN Entertainment ("TVN"). TVN is a
digital distribution services company serving over 50 million subscribers. TVN
offers the only single-source management and distribution solution for VOD and
PPV, including content aggregation, packaging, encoding, asset management and
transport via satellite to all video service providers. TVN has been chosen as
the VOD solution for many Cable MSOs, including Charter, Comcast, Insight and
Mediacom. As of March 31, 2003, the Subscription/PPV TV Group reached
approximately 1 million VOD households through its distribution agreement
with TVN.

DIGITAL BROADCAST CENTER

     New Frontier Media, through its subsidiary TEN, is the only adult
entertainment company to internally encode, playout, distribute and manage its
own networks. The Company has differentiated itself by developing broadcast and
broadband distribution capabilities to fully control and exploit its large
content library across various platforms. The Subscription/PPV TV Group acquired
the necessary broadcast technologies and support services from third party
providers, and internally developed its own media asset management systems, for
the distribution of video-based content to Cable and DBS providers.

     The Subscription/PPV TV Group, through its Boulder, Colorado based Digital
Broadcast Center, currently broadcasts 9 channels, with capacity to add 1
additional channel, to Cable/DBS systems and direct-to-home C-band subscribers.
Broadcast of all media to air is accomplished utilizing state-of-the-art digital
technology solutions, which includes playlist automation for all channels;
SeaChange MPEG 2 encoding and playout to air and MPEG 1 encoding for internet
and broadband use; archiving capability on DLT data cartridges pushing and
pulling the data through a StorageTek jukebox; and complete integration of the
media asset management database to create automated playlists.

     The Subscription/PPV TV Group has worked with its uplinking vendor,
Williams Communications VYVX Services ("Vyvx") to secure a license to allow an
18Ghz microwave transmission in order to provide a fully redundant path from the
broadcast center to its uplink facility. The Subscription/PPV TV Group also runs
a fiber transmission path directly to its largest customer's facility to ensure
redundancy of its services in case of an outage with its primary uplinking
vendor, Vyvx.

     The technology team that manages the broadcast center also oversees the
Subscription/PPV TV Group's media asset management needs. Using its own core
proprietary asset management systems, supplemented with other third party
software programs, the Digital Broadcast Center catalogs, monitors, and exploits
the Group's licensed content.

NETWORK PROGRAMMING

     The Subscription/PPV TV Group contracts with Pegasus Programming
("Pegasus") in California to screen, edit, and program content for its networks.
In addition, the Subscription/PPV TV Group edits and/or programs content
in-house for its new networks, TEN Blue and TEN Blox, as well as TEN Clips, TEN
Max and the On Command VOD content.

     The Subscription/PPV TV Group acquires 100% of its feature-length broadcast
programming for each network by licensing the exclusive and non-exclusive rights
from various third party studios and independent producers within the industry.
The Group does not produce any of its own adult feature content for its
networks. The Subscription/PPV Group licenses its content on both an exclusive
and non-exclusive basis from as many as thirty independent companies.

     The Subscription/PPV TV Group acquires approximately 15 new titles per
month. Once the Group licenses a title, a rigorous quality control process is
completed prior to playing to air to ensure compliance with the strict
broadcasting standards the Subscription/PPV TV Group uses for its adult content.

                                       9

     In July 1999, the Company licensed the rights for seven years to Metro
Global Media, Inc.'s ("Metro") 3,000 title adult film and video library and
multi-million still image archive in exchange for 500,000 shares of its common
stock at $7.875 per share and 100,000 warrants to purchase its common stock at
an exercise price equal to the market value of the stock on the date the
warrants were issued. In June 2003, New Frontier Media reached an agreement to
license all of the broadcast and electronic distribution rights to approximately
2,000 adult films under a Content License Agreement with Pleasure Productions,
Inc. As a result of the licensing of these libraries, the Company believes that
it is one of the largest aggregators of adult video content in the world.

CALL CENTER SERVICE

     The Subscription/PPV TV Group's in-house call center receives incoming
calls from customers wishing to order C-Band network programming, or having
questions about their C-Band service or billing. The call center is accessible
from anywhere in the U.S. via toll-free numbers. Its workstations are equipped
with a networked computer, Company-owned proprietary order processing software,
and telephone equipment. These components are tied into a computer telephony
integrated switch which routes incoming calls and enables orders to be processed
and subscriber information to be updated "on-line."

     The Subscription/PPV TV Group's call center is operational 24-hours per
day, seven days a week, and is staffed according to call traffic patterns, which
take into account time of day, day of the week, seasonal variances, holidays,
and special promotions. Customers pay for their order with credit cards and
electronic checks, which are authorized and charged before the order is sent
electronically to GI's Access Control Center in San Diego, California for
processing. GI receives the subscriber order and the subscriber's identification
information, and sends a signal to the appropriate satellite, which "unlocks"
the service ordered for the applicable period of time.

MARKETING

     The Subscription/PPV TV Group markets its C-band networks primarily through
an open-air, 24-hour per day Barker channel that promotes the programming
featured on the three C-Band networks. This channel uses edited movie clips,
movie previews, and other interstitial programming to entice viewers who are
"channel surfing" to subscribe to one of the Subscription/PPV TV Group's C-Band
channels (periodic subscription), or to purchase the Group's programming on a
PPV basis. The Subscription/PPV TV Group will be discontinuing its barker
channel as of June 30, 2003.

     The Subscription/PPV TV Group's marketing department has developed numerous
programs and promotions to support its Cable/DBS networks. These include the
development of detailed monthly program guides, promotional pieces, direct mail
campaigns, and cross channel interstitial programming for use on a Cable or DBS
systems' channel that allows for local insertion. The Subscription/PPV TV Group
also maintains a sales force of four full-time employees to promote and sell
carriage of its programming on cable television, DBS and alternative platform
systems.

     The Group's promotions department creates interstitial programming for use
on its networks between each movie to promote and market additional movies
premiering in the current month, movies premiering in the following month,
behind-the-scenes segments of its movies, and star and director profiles. This
interstitial programming encourages appointment viewing of its networks by
Cable/DBS consumers.

     The Subscription/PPV TV Group's sales team attends at least five major
industry trade shows per year, including the National Cable Television
Association (NCTA) shows (Western and National) and the Cable Television
Advertising and Marketing (CTAM) Summit, PPV and Digital Television Summit, and
DBS Summit.

     The Subscription/PPV TV Group rebranded its networks under the TEN* name
and logo during the fourth quarter of the fiscal year ended March 31, 2003. Each
network (except Pleasure) has the TEN name associated with it (TEN, TEN Clips,
TEN Blue, TEN Blox, TEN Xtsy, TEN Max, TEN BluePlus, and TEN On Demand). This
change was done in an effort to create brand recognition for

                                       10

the TEN name and associate this name with the best adult programming on Cable
and DBS platforms.

COMPETITION

     TEN principally competes with Playboy Enterprises, Inc. ("Playboy") in the
subscription and PPV markets. Playboy has significantly greater financial,
sales, marketing and other resources to devote to the development, promotion and
sale of its cable programming products, as well as a longer operating history
and broader name recognition than TEN. Playboy's size and market position makes
it a more formidable competitor than if it did not have the resources and name
recognition that it has. TEN competes directly with Playboy in editing standards
of its programming, network performance in terms of subscriber buy rates and the
license fees that TEN offers to Cable and DBS providers. However, TEN cannot and
does not compete with Playboy in the amount of money spent on promoting its
products. TEN believes that the quality and variety of its programming, as well
as the attractive revenue splits and its ability to generate higher buy rates
for its programming, are the critical factors which have influenced Cable
operators and DBS providers to choose its programming over Playboy's.

     The Company also faces general competition from other forms of non-adult
entertainment, including sporting and cultural events, other television
networks, feature films, and other programming. In addition, the Company faces
competition in the adult entertainment arena from other providers of adult
programming, adult video rentals and sales, books and magazines aimed at adult
consumers, telephone adult chat lines, and adult-oriented Internet services.

CUSTOMER CONCENTRATION

     New Frontier Media derived 36% of its total revenue for the year ended
March 31, 2003 from DISH for its TEN, TEN Clips and TEN Xtsy PPV and
subscription services. The loss of this customer could have a material adverse
effect on the Subscription/PPV TV segment and upon the Company as a whole.

INTERNET GROUP
INDUSTRY OVERVIEW

     In the early stages of the Internet, it was clear there was a great deal of
unmet consumer demand for adult entertainment and it was relatively easy for
webmasters to open up an adult storefront. With few hurdles to overcome online,
including city licensing, leasing, taxes, and objecting neighbors, many new
independent adult web sites were born, creating a highly fragmented environment.
As more and more competition emerged, webmasters were determined to create ways
in which to distinguish themselves. They developed more distinctive products and
methods of organizing content, and they developed technologies to improve
ease-of-use and increased speeds of content delivery. With more independent
webmasters opening up shop, reselling content and providing outsourced services
became the means by which some of the more innovative and sophisticated
webmasters could grow their businesses. This allowed for the evolution of a
business-to-business market in addition to the large business-to-consumer
market.

     By January 2002, AVN Online was reporting that the adult online industry
was beginning to show signs of economic stress. A featured article in the issue
stated that due to low barriers of entry, the growth in the number of new adult
web sites had begun to outstrip the growth in the number of new adult Web
consumers. In addition, the article reported there was so much high-quality free
content available on the Web that many consumers felt it was no longer necessary
to pay for content. Frederick Lane, author of Obscene Profits, states in this
article that "Just as the adult industry led the curve of the upside of the
dot-com revolution, it's now behind the curve on the downside". Finally, the
article reported that the adult Internet industry was undergoing a profound
market transformation from a "growth" phase to a "consolidation" phase, with
more emphasis on customer loyalty than customer acquisition.

     The Company's Internet Group responded to these industry changes during the
past two fiscal years by decreasing the amount of money spent on the acquisition
of traffic to its web sites (decreased

                                       11

from $1 million per month during the 2001 fiscal year to $0 as of the end of the
2003 fiscal year); increasing its focus on the depth, breadth, and relevance of
content included in its web site(s); decreasing the amount of web sites
maintained to a more manageable number (decreased from thirty to ten during the
2002 fiscal year; decreased to one web site as of the end of the 2003 fiscal
year); ensuring the daily/weekly updating of its sites with new content; working
with new pricing strategies to increase membership retention; and focusing on
forming revenue sharing partnerships with third-party gatekeepers such as cable
companies, hospitality providers and portals, whereby it can gain direct access
to consumers in search of adult entertainment. Also in response to these
industry changes, the Internet Group shifted its focus from dial-up consumers to
broadband consumers.

     A study released in May 2003 by Pew Internet & American Life Project
("Pew"), a non-profit, non-partisan research organization that examines how
Internet use affects families, communities, health care, education,
civic/political life, and the work place, reported that high-speed Internet
adoption at home increased 50%, to 30 million people, from March 2002 to March
2003. As of the end of March 2003, this same study reported that 31% of home
Internet users had a high-speed connection at home and that 13% of dial-up
Internet users are ready to migrate to broadband service.

     Broadband service is primarily delivered in two ways: via digital
subscriber lines ("DSL") provided by local phone companies or via a cable modem.
Multichannel News, in its December 2002 Broadband Databook, estimated the number
of cable modem subscribers at the end of 2002 to be 10.2 million and the number
of DSL subscribers at the end of 2002 to be 5.8 million. Kagan estimates that
cable high-speed subscribers will reach over 26 million by the end of the
decade.

     As of March 31, 2003 the Internet Group merged all of its dial-up web sites
into its premiere broadband site, www.ten.com. Although the Internet Group will
continue to have recurring monthly revenue from memberships to this web site
(which is expected to erode over time), its main focus for the future will be
creating revenue sharing partnerships with third-party gatekeepers for the
distribution of www.ten.com rather than trying to attract random Internet
consumers to this site.

     The Internet Group executed its first such revenue sharing agreement with
On Command during the fiscal year ended March 31, 2003. Under the terms of the
agreement, the Internet Group will be the exclusive provider of adult content
for On Command's TV Internet Service. The Internet Group is providing a
customized version of its www.ten.com broadband product for delivery through On
Command's TV Internet Service in its hotel rooms nationwide. The Internet Group
was fully deployed within most of the On Command hotels that offer high-speed
Internet access, estimated at over 120,000 rooms, as of May 2003.

DESCRIPTION OF INTERNET REVENUE STREAMS
BUSINESS TO CONSUMER: MEMBERSHIP SITES

     The Internet Group designs, creates and implements membership-based web
sites for the adult Internet consumer market. Prior to March 31, 2003, the
Internet Group owned and operated more than 10 consumer web sites in addition to
owning over 1,300 vanity adult domains. As of March 31, 2003, the Internet Group
merged all of its membership-based web sites into its premiere broadband site,
www.ten.com.

     These web sites were developed to convert web surfers into subscribers
through various subscription models. Recurring monthly subscription rates range
from $14.74 to $29.95. The Internet Group used to offer consumers the ability to
view its web sites on a trial basis, generally three days, for a special rate of
$2.97. The Internet Group discontinued offering free trials to its web sites in
December 2001 and discontinued offering paid trials to its web sites during the
quarter ended March 31, 2003.

     The Internet Group generated traffic to its web sites through three primary
sources. The first, "type-in" traffic, is generated when a consumer types the
name of one of the Internet Group's web sites or one of its domain names into
their browser address bar. There is no cost to the Internet Group when traffic
comes to its web sites in this manner other than the initial cost to acquire the
domain name. However, type-in traffic has declined over the past few years as
portals such as

                                       12

Microsoft Corporation's MSN no longer default words typed into a browser
dialogue box to the "dot-com" web site associated with such word. Currently, the
Internet Group actively markets its www.ten.com web site on the Subscription/PPV
TV Group's networks which drives type-in traffic to this site.

     The second way in which the Internet Group used to generate traffic was
through its affiliate marketing programs utilizing banner ads, hypertext, or
graphic links. The marketing programs compensated an affiliated webmaster for a
referred visitor if the visitor became a member to one of the Internet Group's
web sites. These referral payments ranged from $30 - $45 per active member
obtained. The Internet Group ceased actively marketing its traffic acquisition
programs during the fiscal year ended March 31, 2003.

     The third, search engine traffic, is generated from listings of the
Internet Group's web sites in search engines and directories. The Internet Group
uses discreet and proprietary technology to position (optimize) its web sites
within a search engine's results page so that visitors using the search engine
to look for certain types of content have a higher chance of finding what they
want.

     In connection with the settlement with Edward Bonn (see "Legal
Proceedings"), the Internet Group transferred to Mr. Bonn approximately 150 of
its domain names. As a result of this transfer, as of March 31, 2003, the
Internet Group merged all of its dial-up web sites (and corresponding members)
into its premiere broadband site, www.ten.com. The transfer of these URLs,
coupled with the already declining traffic to its sites as a result of the
Internet Group's decision to cease purchasing traffic, has resulted in a
substantial decrease in new monthly members to its web site.

     The Internet Group expects to see continued declines in its monthly
recurring membership revenue as it is primarily marketing this site only on the
Subscription/PPV TV Group's networks. The traffic generated from this effort is
not enough to sustain its membership revenue base. Consequently, the Internet
Group continues to experience a 2 - 8% decline in its renewing membership base
each month. However, it is important to note that the Internet Group does not
consider the monthly membership model to be the focus of its future growth
plans. The recurring monthly membership model on the Internet is too
competitive, there are no barriers to entry, it is too dependent upon credit
card processing, and it is very difficult to attract profitable traffic to a web
site.

BUSINESS TO BUSINESS: CONTENT, TRAFFIC SALES AND PAY-PER-CLICK

     Content Sales: The Internet Group is one of the leading licensors of adult
content on the Internet. The Internet and Subscription/PPV Groups have licensed
thousands of hours of adult content and over 500,000 still images from various
adult studios, all of which have been organized thematically and, if necessary,
digitized for Internet distribution. The Internet Group, in addition to using
this content within its own web site, sublicenses this content to webmasters
through its business-to-business programs on a flat-rate monthly basis.

     Traffic Sales: The Internet Group had developed a significant source of
revenue by selling traffic from its own web sites to other adult web sites.
Since every visitor to the Internet Group's web sites does not necessarily
purchase a membership, the Internet Group maximized its return on traffic by
"pushing" these exiting non-member visitors to other adult web sites. In doing
so, it was able to generate revenue from affiliate webmaster programs on a
pay-per-member basis. While the revenue from the sale of traffic did not have
the potential to generate long-term recurring revenue like the Internet Group's
membership revenue, it also did not have the credit and working capital issues
associated with membership revenue. Because the Internet Group has seen a
significant decline in traffic to its sites, it also has seen a corresponding
decrease in the amount of traffic available to resell. The Internet Group does
not expect any significant revenue from Traffic Sales in the future.

     Pay-Per-Click: During the fiscal year ended March 31, 2003, the Internet
Group developed its own pay-per-click ("PPC") search engine whereby advertisers
registered keywords or keyword combinations, along with a title and description.
Placement in the search results was purchased by the advertiser rather than
determined by a complex formula relating to relevance or popularity. This
resulted in a pure market model for the advertiser. The more they bid for a
keyword, the higher their

                                       13

site was shown in the list of search results returned to the consumer on that
keyword search. The result for the advertiser was qualified traffic that was
more likely to convert into a paying member of its site, while the consumer
received immediate access to relevant results.

     The success of the PPC search engine was based primarily on how much
traffic was pushed through it. Because the Internet Group has experienced a
significant decline in its traffic, the PPC search engine was abandoned at the
end of the year ended March 31, 2003.

MARKETING

     Prior to the fiscal year ended March 31, 2003, the Internet Group's
affiliate marketing programs were incentive-based traffic generation programs
that compensated affiliated webmasters for traffic referrals. A webmaster was
compensated when a referred visitor became a member to one of the Internet
Group's web sites, at an average payout of $30 - $45 per active member. During
the fiscal year ended March 31, 2003, the Internet Group ceased actively
marketing its traffic acquisition programs.

     Prior to the fiscal year ended March 31, 2003, the Internet Group provided
incentives to webmasters to collect users' e-mail addresses for a
pay-per-address fee of up to 60 cents. The Internet Group amassed over 4.0
million double opt-in email addresses to which the Group targeted daily
newsletters promoting its web sites and/or web sites and products of its
webmaster affiliates. The Internet Group ceased collecting email addresses
during the fiscal year ended March 31, 2003 and is no longer using its double
opt-in email address list to market its sites or the sites of its affiliates.

     The Internet Group markets to webmasters via advertisements in trade
magazines and on-line banner advertisements for the sale of its content
products. The Internet Group markets to consumers via commercials on the
Subscription/PPV TV Group's networks and depends on its adult domain names to
attract type-in traffic to its sites. In addition, representatives of the
Internet Group attend industry trade shows specific to the Internet and the
adult industry.

DATA CENTER

     The Internet Group had its own data center in Sherman Oaks, California that
provided for all of its web farm, hosting and co-location needs. The data center
occupied approximately 4,400 square feet.

     The Internet Group moved its data center to Boulder, Colorado in January
2003 where it currently resides within the Subscription/PPV TV Group's digital
broadcast facility. This move allowed the Internet Group to significantly reduce
its data center costs. Integrating the data center with the broadcast facility
enables the Company to more efficiently leverage its content across multiple
platforms. The data center uses leading networking hardware, high-end web and
database servers, and computer software to effectively address the Internet
Group's diverse systems and network integration needs.

E-COMMERCE BILLING

     Historically, credit card purchases, primarily through VISA and MasterCard,
have been face-to-face paper transactions. This has evolved into face-to-face
swipe transactions with the advent of point-of-sale terminals and a magnetic
stripe on the back of the card storing the cardholder's information. The credit
card system, however, was never designed for non face-to-face transactions such
as those that occur on the Internet.

     Because the credit card system was not designed for non face-to-face
transactions, it is understandable that most fraud originates in this area. The
credit card networks were not engineered to verify a valid card in a "card not
present"environment such as the Internet.

     The card associations, instead of investing in modifications of its legacy
networks necessary to operate in this changing environment, have combated fraud
in "card not present"environments by charging high chargeback fees and penalties
to merchants and banks. In the past few years the number

                                       14

of banking relationships available for merchant banking has dropped, the cost of
chargebacks has increased, and the acceptable level allowed for chargeback rates
has also been dramatically reduced.

     Prior to 2002, the Internet Group maintained its own in-house billing
personnel and processed its own credit cards for its membership sites. In order
to maintain its in-house credit card processing function the Internet Group
would have had to invest a large amount of capital to upgrade its facilities and
technology to become compliant with VISA's rules and regulations. Rather than
make this investment and detract from its core competency of aggregating and
marketing adult content, the Internet Group determined that it was best to
outsource its credit card processing and customer service functions to third
party processors. The Internet Group completed the outsourcing of its credit
card processing functions in the third quarter of fiscal 2002.

COMPETITION

     The adult Internet industry is highly competitive and highly fragmented
given the relatively low barriers to entry. The leading adult Internet companies
are constantly vying for more members while also seeking to hold down member
acquisition costs paid to webmasters. Increased tightening of chargebacks by
credit card companies has reduced membership sales and further intensified this
already competitive environment.

     The Internet Group believes that the primary competitive factors in the
adult Internet industry include the quality of content, technology, pricing, and
sales and marketing efforts. Although the Internet Group no longer actively
competes for traffic with its primary Internet competitors, the Group believes
that it has a distinct competitive advantage in forming third-party gatekeeper
arrangements for the distribution of www.ten.com since it already has many of
the same relationships through the Subscription/PPV TV Group's contracts.

OTHER INFORMATION
EMPLOYEES

     As of the date of this report, New Frontier Media and its subsidiaries had
112 employees. New Frontier Media employees are not members of a union, and New
Frontier Media has never suffered a work stoppage. The Company believes that it
maintains a good relationship with its employees.

GEOGRAPHIC AREAS

     Revenue for the Company is primarily derived from within the United States.
Additional information required by this item is incorporated herein by reference
to Note 1 "Summary of Significant Accounting Policies" of the Notes to the
Consolidated Financial Statements that appears in Item 8 of this Form 10-K.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of New Frontier Media are as follows:



             NAME                 AGE                           POSITION
- ------------------------------   ------   -----------------------------------------------------

                                    
     Michael Weiner...........     61     President, Secretary, and Director, New Frontier
                                          Media, Inc.

     Karyn L. Miller..........     37     Chief Financial Officer and Treasurer, New Frontier
                                          Media, Inc.

     Ken Boenish..............     36     President, The Erotic Networks, Inc.

     Bill Mossa...............     40     Vice President of Affiliate Sales and Marketing, The
                                          Erotic Networks, Inc.


                                       15

     MICHAEL WEINER. Mr. Weiner was appointed President of New Frontier Media,
Inc. in February 2003. Prior to this, he held the title of Executive Vice
President and co-founded the Company in 1995. As Executive Vice President, Mr.
Weiner oversaw content acquisitions, network programming, and all contract
negotiations related to the business affairs of the Company. In addition, he was
instrumental in securing over $20 million to finance the infrastructure
build-out and key library acquisitions necessary to launch the Company's eight
television networks.

     Mr. Weiner's experience in entertainment and educational software began
with the formation of Inroads Interactive, Inc. in May 1995. Inroads
Interactive, based in Boulder, Colorado, was a reference software publishing
company dedicated to aggregating still picture, video, and text to create
interactive, educational-based software. Among Inroad Interactive's award
winning releases were titles such as Multimedia Dogs, Multimedia Photography,
and Exotic Pets. These titles sold over 1 million copies throughout the world
through its affiliate label status with Broderbund Software and have been
translated into ten different languages. Mr. Weiner was instrumental in
negotiating the sale of Inroads Interactive to Quarto Holdings PLC, a UK-based
book publishing concern.

     Prior to this, Mr. Weiner was in the real estate business for 20 years,
specializing in shopping center development and redevelopment in the Southeast
and Northwest United States. He was involved as an owner, developer, manager,
and syndicator of real estate in excess of $250 million.

     KARYN L. MILLER. Ms. Miller joined New Frontier Media in February 1999 as
Chief Financial Officer. She began her career at Ernst & Young in Atlanta,
Georgia and brings fourteen years of accounting and finance experience to the
Company. Prior to joining the Company, Ms. Miller was the Corporate Controller
for Airbase Services, Inc. a leading aircraft repair and maintenance company.
Previous to that she was the Finance Director for Community Medical Services
Organization and Controller for Summit Medical Group, P.L.L.C. Before joining
Summit Medical Group, P.L.L.C., Ms. Miller was a Treasury Analyst at Clayton
Homes, Inc., a former $1 billion NYSE company which was recently purchased by
Warren Buffet. Ms. Miller graduated with Honors with both a Bachelors of Science
degree and a Masters in Accounting from the University of Florida and is a
licensed CPA in the state of Colorado.

     KEN BOENISH. Mr. Boenish is a 14-year veteran of the cable television
industry. In October 2000, he was named President of The Erotic Networks, a
subsidiary of New Frontier Media, and in April 2002 he began managing the
day-to-day operations of the Internet Group under The Erotic Networks' umbrella.
Mr. Boenish joined The Erotic Networks as the Senior Vice President of Affiliate
Sales in February 1999. Prior to joining the Company, Mr. Boenish, was employed
by Jones Intercable ("Jones") from 1994 - 1999. While at Jones he held the
positions of National Sales Manager for Superaudio, a cable radio service
serving more than 9 million cable customers. He was promoted to Director of
Sales for Great American Country a new country music video service in 1997.
While at Great American Country Mr. Boenish was responsible for adding more than
5 million new customers to the service while competing directly with Country
Music Television, a CBS cable network. From 1988 -1994 he sold cable television
advertising on systems owned by Time Warner, TCI, COX, Jones, Comcast and other
cable systems. Mr. Boenish holds a B.S. degree in Marketing from St. Cloud State
University.

     BILL MOSSA. Mr. Mossa joined The Erotic Networks as Vice President of
Affiliate Sales and Marketing in 1998 and has been instrumental in growing the
Company's network distribution from zero to over 40 million addressable
subscribers. Prior to joining The Erotic Networks, Mr. Mossa was the Regional
Director of Affiliate Sales and Marketing for Spice Entertainment, directing all
affiliate sales and marketing efforts for its northeast region. Mr. Mossa has
also held positions as Affiliate Marketing Manager of the SportsChannel NY,
Regional Pay-Per-View Director for Century Communications, Corporate
Pay-Per-View Manager for TKR Cable, and Marketing Manager for TKR Cable. Mr.
Mossa holds a Bachelors Degree in Business Administration from Northeastern
University in Boston, Massachusetts.

     No executive officer of the Company is related to any other director or
executive officer. None of the Company's executive officers hold any
directorships in any other public company.

                                       16

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Pursuant to Section 16 of the Exchange Act, the Company's directors and
executive officers and beneficial owners of more than 10% of the Company's
Common Stock are required to file certain reports, within specified time
periods, indicating their holdings of and transactions in the Common Stock and
derivative securities of the Company. Based solely on a review of such reports
provided to the Company and written representations from such persons regarding
the necessity to file such reports, the Company is not aware of any failures to
file reports or report transactions in a timely manner during the Company's
fiscal year ended March 31, 2003, except that Mark Kreloff was late in filing a
Form 4 reporting a disposition of shares by Ethyx Trust and the receipt of
shares by Ethyx Trust on March 31, 2003, and failed to file any Form 4 reports
in respect of the sale of an aggregate of 46,800 shares on June 12, 13, 16 and
17, 2003 in violation of the Company's corporate trading policy.

                                  RISK FACTORS

     THIS REPORT AND THE DOCUMENTS INCORPORATED IN THIS REPORT BY REFERENCE MAY
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THESE FORWARD-LOOKING
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT
OUR INDUSTRY, MANAGEMENT'S BELIEFS AND ASSUMPTIONS MADE BY MANAGEMENT. WORDS
SUCH AS "ANTICIPATES,""EXPECTS," "INTENDS," "PLANS,""BELIEVES," "SEEKS,"
"ESTIMATES,"VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT.

     ACCORDINGLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
FORECASTED IN ANY SUCH FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES
INCLUDE THOSE RISK FACTORS AND SUCH OTHER UNCERTAINTIES NOTED IN THE PROSPECTUS
AND IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE. NEW FRONTIER MEDIA
ASSUMES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

THE LOSS OF OUR MAJOR CUSTOMER, DISH NETWORK, WOULD HAVE A MATERIAL ADVERSE
AFFECT ON OUR OPERATING PERFORMANCE AND FINANCIAL CONDITION.

     DISH Network, one of the leading providers of direct broadcast satellite
services in the United States, is a major customer of our Subscription/PPV TV
Group. The loss of DISH Network as a customer would have a material adverse
effect on our business operations and financial condition. For our fiscal year
ended March 31, 2003, our revenues from DISH Network equaled approximately 36%
of our total Company-wide revenues. DISH Network is not contractually required
to carry our programming and can cancel its broadcast of our programming at any
time. Management considers its long-standing personal contacts with its
counterparts at DISH Network to be critically important to maintaining DISH
Network as a major customer, especially given the nature of our content and the
importance of DISH Network's reliance on our judgment and ability in assuring
that all of its programming has been pre-screened and appropriately edited in
accordance with established guidelines.

WE MAY HAVE TO RAISE APPROXIMATELY $5 MILLION IN NEW FUNDS TO PAY THE HOLDERS OF
OUR CLASS A AND CLASS B PREFERRED STOCK IN THE EVENT OF A CHANGE OF CONTROL IN
THE COMPANY.

     In the event of a "change in control transaction"involving the Company, the
holders of our Class A and Class B Preferred Stock have the right to require
that their shares be redeemed for approximately $5 million in cash within 15
days of the change of control transaction. A change in

                                       17

control transaction for this purpose would include the replacement of the
Company's board of directors in a proxy contest. If a change of control occurs,
and the Company is required to redeem the Class A and Class B Preferred Stock,
it may have to raise a substantial portion of the necessary funds from external
sources such as the sale of stock or incurrence of debt. There can be no
assurance given that following any such change in control transaction $5 million
in new funds would be available to repay the Class A and Class B Preferred Stock
holders on terms acceptable to the Company, if at all. A failure to secure these
funds in a timely manner or on acceptable terms could have a material adverse
effect on the Company, its operations, financial condition and prospects.

LIMITS TO OUR ACCESS TO DISTRIBUTION CHANNELS COULD CAUSE US TO LOSE SUBSCRIBER
REVENUES AND ADVERSELY AFFECT OUR OPERATING PERFORMANCE.

     Our satellite uplink provider's services are critical to us. If our
satellite uplink provider fails to provide the contracted uplinking services,
our satellite programming operations would in all likelihood be suspended,
resulting in a loss of substantial revenue to the Company. If our satellite
uplink provider improperly manages its uplink facilities, we could experience
signal disruptions and other quality problems that, if not immediately
addressed, could cause us to lose subscribers and subscriber revenues.

     Our continued access to satellite transponders is critical to us. Our
satellite programming operations require continued access to satellite
transponders to transmit programming to our subscribers. We also use satellite
transponders to transmit programming to cable operators and DBS providers.
Material limitations to satellite transponder capacity could materially
adversely affect our operating performance. Access to transponders may be
restricted or denied if:

     O we or the satellite owner is indicted or otherwise charged as a defendant
       in a criminal proceeding;

     O the FCC issues an order initiating a proceeding to revoke the satellite
       owner's authorization to operate the satellite;

     O the satellite owner is ordered by a court or governmental authority to
       deny us access to the transponder;

     O we are deemed by a governmental authority to have violated any obscenity
       law; or

     O our satellite transponder provider determines that the content of our
       programming is harmful to its name or business.

     In addition to the above, the access of our networks to transponders may be
restricted or denied if a governmental authority commences an investigation
concerning the content of the transmissions.

     Our ability to convince Cable operators and DBS providers to carry our
programming is critical to us. The primary way for us to expand our Cable
subscriber base is to convince additional Cable operators and DBS providers to
carry our programming. We can give no assurance, however, that our efforts to
increase our base of subscribers will be successful.

IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH OUR PRIMARY CABLE/DBS COMPETITOR,
WHO HAS SIGNIFICANTLY GREATER RESOURCES THAN US, WE WILL NOT BE ABLE TO INCREASE
SUBSCRIBER REVENUES.

     Our ability to increase subscriber revenues and operate profitably is
directly related to our ability to compete effectively with Playboy, our
principal competitor. Playboy has significantly greater financial, sales,
marketing and other resources to devote to the development, promotion and sale
of its cable programming products, as well as a longer operating history and
broader name recognition, than we do. We compete with Playboy as to the editing
standards of its programming, network performance in terms of subscriber buy
rates and the license fees that we offer to Cable operators and DBS providers.

                                       18

IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH OTHER FORMS OF ADULT AND NON-ADULT
ENTERTAINMENT, WE WILL ALSO NOT BE ABLE TO INCREASE SUBSCRIBER REVENUE.

     Our ability to increase revenue is also related to our ability to compete
effectively with other forms of adult and non-adult entertainment. We face
competition in the adult entertainment industry from other providers of adult
programming, adult video rentals and sales, books and magazines aimed at adult
consumers, adult oriented telephone chat lines, and adult oriented Internet
services. To a lesser extent, we also face general competition from other forms
of non-adult entertainment, including sporting and cultural events, other
television networks, feature films and other programming.

     Our ability to compete depends on many factors, some of which are outside
of our control. These factors include the quality and appeal of our competitors'
content, the technology utilized by our competitors, the effectiveness of their
sales and marketing efforts and the attractiveness of their product offerings.

     Our existing competitors, as well as potential new competitors, may have
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their product offerings. These competitors may also engage in
more extensive technology research and development and adopt more aggressive
pricing policies for their subscription-based content. Additionally, increased
competition could result in price reductions, lower margins and negatively
impact our financial results.

WE MAY BE LIABLE FOR THE CONTENT WE MAKE AVAILABLE ON THE INTERNET.

     Because of the adult-oriented content of our web site, we may be subject to
obscenity or other legal claims by third parties. We may also be subject to
claims based upon the content that is available on our web site through links to
other sites. Our business, financial condition and operating results could be
harmed if we were found liable for this content. Implementing measures to reduce
our exposure to this liability may require us to take steps that would
substantially limit the attractiveness of our web site and/or their availability
in various geographic areas, which would negatively impact their ability to
generate revenue. Furthermore, our insurance may not adequately protect us
against all of these types of claims.

INCREASED GOVERNMENT REGULATION IN THE UNITED STATES AND ABROAD COULD IMPEDE OUR
ABILITY TO DELIVER OUR CONTENT AND EXPAND OUR BUSINESS.

     New laws or regulations, or the new application of existing laws could
prevent us from making our content available in various jurisdictions or
otherwise have a material adverse effect on our business, financial condition
and operating results. These new laws or regulations may relate to liability for
information retrieved from or transmitted over the Internet, taxation, user
privacy and other matters relating to our products and services. Moreover, the
application to the Internet of existing laws governing issues such as
intellectual property ownership and infringement, pornography, obscenity, libel,
employment and personal privacy is uncertain and developing.

     Cable system and DBS operators could become subject to new governmental
regulations that could further restrict their ability to broadcast our
programming. If new regulations make it more difficult for Cable and DBS
operators to broadcast our programming our operating performance would be
adversely affected.

     The current Republican administration in Washington D.C. could result in
increased government regulation of our business. It is not possible for us to
predict what new governmental regulations we may be subject to in the future.

CONTINUED IMPOSITION OF TIGHTER PROCESSING RESTRICTIONS BY THE VARIOUS CARD
ASSOCIATIONS AND ACQUIRING BANKS WOULD MAKE IT MORE DIFFICULT TO GENERATE
REVENUES FROM OUR WEBSITE.

     Our ability to accept credit cards as a form of payment for our products
and services is critical to us. Unlike a merchant handling a sales transaction
in a card present environment, the e-commerce merchant is 100% responsible for
all fraud perpetrated against them.

                                       19

     Our ability to accept credit cards as a form of payment for our products
and services has been or could further be restricted or denied for a number of
reasons, including but not limited to:

     O Visa Tier 1 capital ratio requirements for financial institutions have
       significantly restricted the level of adult-related Internet activity a
       particular bank may be allowed to process in any given month;

     O MasterCard changing its chargeback ratio policies to include credits and
       fining merchants whose chargeback and credit ratios together exceed 1%;

     O if we experience excessive chargebacks and/or credits;

     O if we experience excessive fraud ratios;

     O there is a change in policy of the acquiring banks and/or card
       associations with respect to the processing of credit card charges for
       adult-related content;

     O continued tightening of credit card association chargeback regulations in
       international areas of commerce;

     O association requirements for new technologies that consumers are less
       likely to use;

     O an increasing number of European and U.S. banks will not take accounts
       with adult-related content

     In this regard we note that American Express has a policy of not processing
credit card charges for online adult-related content. To the extent other credit
card processing companies were to implement a similar policy it could have a
material adverse effect on our business operations and financial condition.

     We also note that MasterCard has recently changed its chargeback ratio
policy to include credits when the number of credits exceeds chargebacks (which
is generally always the case). When the number of chargebacks and credits
together exceed 1% of total monthly transactions for two consecutive months,
MasterCard can impose fines of up to $100 per chargeback and credit plus
$100,000 per month. Our merchant processor is contesting this policy. If we are
unsuccessful in contesting this policy we may have to stop accepting MasterCard
as a form of payment for monthly memberships to our web site. Currently,
MasterCard transactions account for more than 30% of our monthly web site
membership transactions.

IF WE ARE NOT ABLE TO RETAIN OUR KEY EXECUTIVES IT WILL BE MORE DIFFICULT FOR US
TO MANAGE OUR OPERATIONS AND OUR OPERATING PERFORMANCE COULD BE ADVERSELY
AFFECTED.

     As a small company with approximately 112 employees, our success depends
upon the contributions of our executive officers and our other key personnel.
The loss of the services of any of our executive officers or other key personnel
could have a significant adverse effect on our business and operating results.
We cannot assure that New Frontier Media will be successful in attracting and
retaining these personnel. It may also be more difficult for us to attract and
recruit new personnel due to the nature of our business.

OUR INABILITY TO IDENTIFY, FUND THE INVESTMENT IN, AND COMMERCIALLY EXPLOIT NEW
TECHNOLOGY COULD HAVE AN ADVERSE IMPACT ON OUR FINANCIAL CONDITION.

     We are engaged in a business that has experienced tremendous technological
change over the past several years. As a result, we face all the risks inherent
in businesses that are subject to rapid technological advancement, such as the
possibility that a technology that we have invested in may become obsolete. In
that event, we may be required to invest in new technology. Our inability to
identify, fund the investment in, and commercially exploit such new technology
could have an adverse impact on our financial condition. Our ability to
implement our business plan and to achieve the results projected by management
will be dependent upon management's ability to predict technological advances
and implement strategies to take advantage of such changes.

                                       20

NEGATIVE PUBLICITY, LAWSUITS OR BOYCOTTS BY OPPONENTS OF ADULT CONTENT COULD
ADVERSELY AFFECT OUR OPERATING PERFORMANCE AND DISCOURAGE INVESTORS FROM
INVESTING IN OUR PUBLICLY TRADED SECURITIES.

     We could become a target of negative publicity, lawsuits or boycotts by one
or more advocacy groups who oppose the distribution of "adult entertainment."
These groups have mounted negative publicity campaigns, filed lawsuits and
encouraged boycotts against companies whose businesses involve adult
entertainment. The costs of defending against any such negative publicity,
lawsuits or boycotts could be significant, could hurt our finances and could
discourage investors from investing in our publicly traded securities. To date,
we have not been a target of any of these advocacy groups. As a leading provider
of adult entertainment, we cannot assure you that we may not become a target in
the future.

BECAUSE WE ARE INVOLVED IN THE ADULT PROGRAMMING BUSINESS, IT MAY BE MORE
DIFFICULT FOR US TO RAISE MONEY OR ATTRACT MARKET SUPPORT FOR OUR STOCK.

     Some investors, investment banking entities, market makers, lenders and
others in the investment community may decide not to provide financing to us, or
to participate in our public market or other activities due to the nature of our
business, which, in turn, may hurt the value of our stock, and our ability to
attract market support.

SECURITIES EXCHANGE ACT REPORTS

     The Company maintains an Internet website at the following address:
www.noof.com. New Frontier Media makes available on or through this web site
certain reports and amendments to those reports that are filed with the
Securities and Exchange Commission (the "SEC") in accordance with the Securities
Exchange Act of 1934 (the "Securities Exchange Act"). These include the
Company's annual report on Form 10-K, its quarterly reports on Form 10-Q, and
current reports on Form 8-K. The Company makes this information available on its
website free of charge as soon as reasonably practicable after we electronically
file the information with, or furnish it to, the SEC.

ITEM 2. PROPERTIES.

     COLORADO: New Frontier Media occupies two buildings in Boulder, Colorado.
The Airport Boulevard facility is 11,744 leased square feet and houses the
Subscription/PPV TV Group's digital broadcast facility, technical operations
group, and call center as well as the data center for the Internet Group's
operations. This facility is 100% utilized. The Winchester Circle facility is
18,000 leased square feet and is used by New Frontier Media as its corporate
headquarters, as well as by the Internet Group's web production, sales and
marketing departments, and by the Subscription/PPV TV Group's marketing, sales,
and promotions departments. This facility is 80% utilized.

     CALIFORNIA: New Frontier Media leases three suites in one building in
Sherman Oaks, California. Suite 675 is 4,400 square feet, Suite 605 is 1,600
square feet and Suite 800 is 18,000 square feet. All three suites are unoccupied
and have been returned to the landlord in order to be sublet. The Company
previously utilized this space in connection with its Internet Group's
operations. These operations have subsequently been relocated to Boulder,
Colorado as part of the Company's 2002 and 2003 restructurings. The Company
recognized a loss with respect to the leasehold improvements and furniture
associated with these suites as part of its restructuring charges.

ITEM 3. LEGAL PROCEEDINGS.

     The Company has settled its two material legal proceedings.

     The Company filed a 13-Count Complaint in the Superior Court of the State
of California for the County of Los Angeles against: (i) Mr. Edward Bonn and Mr.
Bradley A. Weber; (ii) Jerry D. Howard, the former Chief Financial Officer of
IGallery, Interactive Telecom Network, Inc. ("ITN") and Card Transactions, Inc.
("CTI"); (iii) Response Telemedia, Inc. ("RTI"), a California corporation owned
by Mr. Bonn; and (iv) BEF LLC and Beacon Ocean LLC, Messrs. Bonn's and Weber's
family trusts, respectively.

                                       21

     The Complaint's allegations arose, in part, out of the Company's purchase
of 100 percent of the issued and outstanding shares of IGallery and ITN and 90
percent of the issued and outstanding shares of CTI from defendants Bonn, Weber,
and Howard on October 27, 1999. The Complaint sought rescission of the purchase
of IGallery, ITN and CTI as well as monetary damages in an amount to be proven
at trial.

     The Company settled its litigation with Mr. Weber during the quarter ended
December 31, 2002, and settled its litigation with Mr. Bonn, Mr. Howard and the
other defendants in April 2003. In connection therewith, Mr. Bonn returned 3.5
million shares of the Company's common stock and received $1.5 million, 150
Internet domain names, and warrants to purchase 350,000 shares at $1.00 a share.
The effect of this transaction will be reflected in the Company's financial
statements for the quarter ended June 30, 2003.

     The second legal proceeding related to a complaint filed by the Company on
August 3, 1999 in District Court for the city and county of Denver (Colorado
Satellite Broadcasting, Inc. et al. vs. Pleasure Licensing LLC, et al., case no
99CV4652) against Pleasure Licensing LLC and Pleasure Productions, Inc.
(collectively, "Pleasure"), alleging breach of contract, breach of express
warranties, breach of implied warranty of fitness for a particular purposes, and
rescission, seeking the return of 700,000 shares of New Frontier Media stock and
warrants for an additional 700,000 New Frontier Media shares which were issued
to Pleasure in connection with a motion picture licensing agreement.

     On June 12, 2003, the Company settled its litigation with Pleasure. In
connection therewith, the Company secured the exclusive broadcast rights to
2,000 titles from Pleasure's catalog and up to 83 new releases. In addition,
Pleasure agreed to the cancellation of 700,000 warrants issued to it in 1999 to
purchase New Frontier common stock at $1.12 a share.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted for a formal vote of the shareholders during the
fourth quarter of the fiscal year covered by this Report.

                                    PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's Common Stock is quoted on the Nasdaq Stock Market under the
symbol "NOOF".

     The following table sets forth the range of high and low closing prices for
the Company's Common Stock for each quarterly period indicated, as reported by
brokers and dealers making a market in the capital stock. Such quotations
reflect inter-dealer prices without retail markup, markdown or commission, and
may not necessarily represent actual transactions:



     QUARTER ENDED         HIGH        LOW              QUARTER ENDED         HIGH        LOW
- ----------------------------------------------     ----------------------------------------------
                                                                       
June 30, 2001...........    3.80      2.03         June 30, 2002...........    2.30      1.87
September 30, 2001......    2.98      1.68         September 30, 2002......    2.11      1.11
December 31, 2001.......    3.21      1.75         December 31, 2002.......    1.14      0.65
March 31, 2002..........    3.25      1.78         March 31, 2003..........    0.94      0.70


     As of June 15, 2003, there were approximately 2,600 beneficial owners of
New Frontier Media's Common Stock.

     New Frontier Media has not paid any cash or other dividends on its Common
Stock since its inception and does not anticipate paying any such dividends in
the foreseeable future. New Frontier Media intends to retain any earnings for
use in New Frontier Media operations and to finance the expansion of its
business.

                                       22

     In conjunction with the issuance of 2.5 million shares of Class B
Redeemable Preferred Stock, with a face value of $0.81 per share, the Company
issued 500,000 shares of its Common Stock in May and June 2003 to three
accredited investors pursuant to the exemption afforded by Section 4(2) of the
Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

               FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA(1)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                          FISCAL YEAR ENDED MARCH 31,
                                            --------------------------------------------------------
                                              2003        2002        2001        2000        1999
                                            --------     -------     -------     -------     -------
                                                                              
Net Sales...............................    $ 36,747     $52,435     $58,638     $45,351     $25,969
Income (loss) from operations...........    $(11,895)    $  (582)    $ 3,324     $ 1,082     $(5,518)
Income (loss) from operations per basic
  common share..........................    $  (0.56)    $ (0.03)    $  0.16     $  0.06     $ (0.42)
Total assets............................      35,025      48,132     $52,606     $36,288     $20,764
Long term obligations...................    $    465     $ 1,013     $ 7,076     $ 2,003     $ 1,800
Redeemable preferred stock..............    $  3,750     $    --     $    --     $ 4,073     $    --
Cash dividends..........................    $     --     $    --     $    --     $    --     $    --


(1) The selected consolidated financial data for 1999 - 2000 includes the effect
    of the acquisition of IGallery, ITN, and 90% of CTI on October 27, 1999,
    which was accounted for as a pooling-of-interests.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     This annual report on Form 10-K includes forward-looking statements. These
are subject to certain risks and uncertainties, including those identified
below, which could cause actual results to differ materially from such
statements. The words "believe", "expect", "anticipate", "optimistic", "intend",
"will", and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. The Company undertakes no
obligation to update or revise any forward-looking statements. Factors that
could cause actual results to differ materially from the forward-looking
statements include, but are not limited to: 1) our ability to compete
effectively for quality content with our Subscription/PPV TV Group's primary
competitor who has significantly greater resources than us; 2) our ability to
retain our major customer that accounts for 36% of our total revenue; 3) our
ability to retain our key executives; 4) our ability to successfully manage our
credit card chargeback and credit percentages in order to maintain our ability
to accept credit cards as a form of payment for our

                                       23

products and services; 5) our ability to generate compelling website content for
resale; and 6) our ability to attract market support for our stock.

     The following table presents certain consolidated statement of operations
information.

                             RESULTS OF OPERATIONS



                                                                             (IN MILLIONS)
                                                                          TWELVE MONTHS ENDED
                                                                                MARCH 31
                                                                         ----------------------
                                                                         2003     2002     2001
                                                                         ----     ----     ----
                                                                                 
NET REVENUE
Subscription/Pay-Per-View TV
     Cable/DBS.......................................................   $21.4    $19.7    $14.5
     C-Band..........................................................     7.5      9.4     10.0
Internet Group
     Net Membership..................................................     5.3     15.3     19.9
     Sale of Content.................................................     1.2      1.9      3.8
     Sale of Traffic.................................................     1.3      5.6      9.4
     Other...........................................................     0.0      0.4      0.9
Corporate Administration.............................................     0.0      0.1      0.1
                                                                        -----    -----    -----
  TOTAL..............................................................   $36.7    $52.4    $58.6
                                                                        =====    =====    =====
COST OF SALES
Subscription/Pay-Per-View TV.........................................   $14.0    $13.4    $11.4
Internet Group.......................................................     4.2     12.2     18.2
                                                                        -----    -----    -----
  TOTAL..............................................................   $18.2    $25.6    $29.6
                                                                        =====    =====    =====
OPERATING INCOME (LOSS)
Subscription/Pay-Per-View TV.........................................   $ 7.1    $ 6.3    $ 3.5
Internet Group.......................................................    (0.3)     2.1      4.5
Corporate Administration.............................................    (7.2)    (5.8)    (5.5)
Asset Impairment Expense.............................................    (1.4)     0.0      0.0
Restructuring Expenses...............................................    (3.2)    (3.2)     0.0
c
  TOTAL..............................................................   $(5.0)   $(0.6)   $ 2.5
                                                                        =====    =====    =====


                                    OVERVIEW

NET REVENUE

     Net revenue for the Company was $36.7 million, $52.4 million, and $58.6
million for the years ended March 31, 2003, 2002, and 2001, respectively,
representing a decrease of 30% from 2002 to 2003 and 11% from 2001 to 2002.

     The decrease in revenue from 2002 to 2003 is primarily related to a
decrease in revenue generated by the Internet Group. Revenue generated by the
Internet Group was $7.8 million and $23.2 million for the years ended March 31,
2003 and 2002, respectively, representing a decrease of 66% year-over-year. This
decrease in revenue is a direct result of the Internet Group changing its
business model from one that relied entirely upon generating traffic to its web
sites by paying to acquire it to one that relies upon internally generated
traffic and partnerships with third party gatekeepers. The Internet Group ceased
purchasing traffic for its web sites because it was no longer a profitable model
due to changes in the adult Internet industry; such as, an increase in the
availability

                                       24

of free content and low barriers of entry. The Internet Group will continue to
focus its efforts on creating revenue-sharing partnerships with third party
gatekeepers similar to the business model used by the Subscription/PPV TV Group.
Management expects to experience further declines in its membership and content
revenue bases as the old business model erodes. However, management believes
that the creation of partnerships with third party gatekeepers will ultimately
lead to a sustainable and profitable revenue base in the future.

     Revenue generated by the Subscription/PPV TV Group was $28.9 million and
$29.1 million for the years ended March 31, 2003 and 2002, respectively,
representing a slight decrease of less than 1%. This decrease in revenue is
related to a decrease in revenue generated by the Subscription/PPV TV Group's
C-Band services. C-Band revenue declined from $9.4 million in 2002 to $7.5
million in 2003, representing a decrease of 20% year-over-year. The decline in
C-Band revenue follows the decline in the number of consumers in this market as
it continues to erode each year.

     The decrease in C-Band revenue was offset by an increase in the
Subscription/PPV TV Group's core business segment related to its Cable/DBS
services. Cable/DBS revenue increased 9% from $19.7 million for the year ended
March 31, 2002 to $21.4 million for the year ended March 31, 2003.

     The decrease in revenue from 2001 to 2002 is related to a decrease in
revenue generated by the Internet Group due to the change in its business model,
as described above, which began during the 2002 fiscal year. Revenue for the
Internet Group was $23.2 million and $34.0 million for the years ended March 31,
2002 and 2001, respectively, representing a decrease of 32%. This decrease was
offset by an increase in Subscription/PPV TV Group revenue. Revenue for the
Subscription/PPV TV Group was $29.1 million and $24.5 million for the years
ended March 31, 2002 and 2001, respectively, representing an increase of 19%.

OPERATING INCOME (LOSS)

     Operating income (loss) for the Company was an operating loss of $5.0
million and $0.6 million for the years ended March 31, 2003 and 2002,
respectively, and operating income of $2.5 million for the year ended March 31,
2001.

     The increase in the Company's operating loss from 2002 to 2003 is related
to the following: a) a $1.4 million asset impairment charge related to the write
down of the book value of several of the Internet Group's URLs; b) a $3.2
million restructuring charge primarily related to the relocation of the Internet
Group's data center from Los Angeles to Boulder; c) an increase in Corporate
Administration expenses related to legal fees associated with the Company's
lawsuit with Edward Bonn, Bradley Weber, Jerry Howard, and Response Telemedia,
Inc. and the proxy fight that the Company defended itself against during the
year; and d) a decrease in operating income generated by the Internet Group. The
Company does not anticipate any further restructuring or impairment charges
related to the Internet Group in future periods. In addition, the Company has
settled its lawsuits with the above entities and does not anticipate any further
costs related to this in future periods.

     The decline in operating income from 2001 to 2002 is a result of a $3.2
million restructuring charge taken during the fourth quarter of 2002 in
connection with the consolidation of the Internet Group's engineering, web
production, sales and marketing departments to the Company's Boulder, Colorado
location and the elimination of the Internet Group's customer service department
due to the outsourcing of its credit card processing functions. In addition, the
Internet Group experienced a decline in its operating income from $4.5 million
for the year ended March 31, 2001 to $2.1 million for the year ended March 31,
2002, representing a 53% decrease. This decline in operating income for the
Internet Group was offset by an increase in operating income for the
Subscription/PPV TV Group from $3.5 million for the year ended March 31, 2001 to
$6.3 million for the year ended March 31, 2002, representing an increase of 80%.

SUBSCRIPTION/PAY-PER-VIEW TV GROUP

     The Subscription/PPV TV Group rebranded its networks under the TEN* name
and logo during the fourth quarter of the fiscal year ended March 31, 2003. Each
network (except Pleasure) has the TEN name associated with it. This change was
done in an effort to create brand recognition for the

                                       25

TEN name and associate this name with the best adult programming on Cable and
DBS platforms. The networks are now named as follows: Pleasure, TEN, TEN Clips
(formerly ETC), TEN Xtsy (formerly Extasy), TEN BluePlus (formerly True Blue),
TEN Max (formerly X-Cubed and XClips), TEN Blue (launched in January 2003), and
TEN Blox (launched in January 2003). The Subscription/ PPV TV Group's VOD
service is branded as TEN On Demand.

     The following table outlines the current distribution environment and
addressable households for each network:



                                             ESTIMATED ADDRESSABLE HOUSEHOLDS
                                           -------------------------------------
                                                      (IN THOUSANDS)
                                            AS OF         AS OF         AS OF
                        DISTRIBUTION       MARCH 31,     MARCH 31,     MARCH 31,
     NETWORK               METHOD            2003          2002          2001
- -----------------    ------------------    ---------     ---------     ---------
                                                           
Pleasure             Cable                    8,000         7,500        17,245
TEN                  Cable/DBS               11,100         8,100         5,800
TEN Clips            Cable/DBS                5,800         3,600         2,400
VOD                  Cable                    5,300         1,100           255
TEN Xtsy(1)          C-band/Cable/DBS         9,000         7,800         3,200
TEN BluePlus(1)      C-band                     570           800         1,100
TEN Max (1)          C-band                     570           800         1,100
TEN Blue             Cable                      300           N/A           N/A
TEN Blox             Cable                      300           N/A           N/A
TOTAL ADDRESSABLE SUBSCRIBERS                40,940        29,700        31,100


Note: "n/a" indicates that network was not launched at that time

(1) TEN Xtsy, TEN BluePlus and TEN Max addressable households include 1.1
    million, 0.8 million, and 0.5 million C-Band addressable households for the
    years ended March 31, 2001, 2002 and 2003, respectively.

NET REVENUE

     Total net revenue for the Subscription/PPV TV Group was $28.9 million,
$29.1 million, and $24.5 million for the years ended March 31, 2003, 2002, and
2001, respectively, representing a decrease of 1% from 2002 to 2003 and an
increase of 19% from 2001 to 2002. Of total net revenue, C-Band net revenue was
$7.5 million, $9.4 million, and $10 million for the years ended March 31, 2003,
2002, and 2001, respectively, representing a 20% decrease from 2002 to 2003 and
a 6% decrease from 2001 to 2002. Revenue from the Group's Cable/DBS services was
$21.4 million, $19.7 million, and $14.5 million for the years ended March 31,
2003, 2002, and 2001, respectively, representing an increase of 9% from 2002 to
2003 and 36% from 2001 to 2002. Revenue from the Group's Cable/DBS services is
responsible for approximately 74%, 68%, and 59% of the Group's total net revenue
for the years ended March 31, 2003, 2002, and 2001, respectively.

     The year-over-year decreases in C-Band revenue are due to the continued
decline of the C-Band market as consumers convert C-Band "big dish" analog
satellite systems to smaller, 18-inch digital DBS satellite systems. The total
C-Band market declined 38% from 2002 to 2003 and 27% from 2001 to 2002.

     Total C-Band subscriptions to the Group's networks (TEN Xtsy, TEN Max, and
TEN BluePlus) were 138,448, 125,465, and 102,185 as of March 31, 2001, 2002, and
2003, respectively, representing a decrease of 19% from 2002 to 2003 and 9% from
2001 to 2002.

     The Subscription/PPV TV Group acquired the C-Band subscriber base of
Emerald Media, Inc. ("EMI") in April 2001 for a total of $750,000 in stock and
cash. EMI was formerly the Group's largest competitor in the adult C-Band
market, operating two competing networks, which were discontinued after this
acquisition. The effect of this acquisition has been to support the Group's
C-Band revenue

                                       26

stream in a quickly eroding market place. Although the C-Band market continues
to decline, the number of subscribers to the Subscription/PPV TV Group's
networks is not declining as quickly, and its average revenue earned per sale
has remained relatively stable.

     The Subscription/PPV TV Group terminated its third party C-Band distributor
contracts during the year ended March 31, 2003 because management felt the
contracts were no longer favorable to the Group. The termination of these
contracts was responsible for a 7% decrease in subscriptions to its networks
from 2002 to 2003.

     The increase in the Subscription/PPV TV Group's Cable/DBS revenues
year-over-year are a result of launching new services and the addition of
addressable subscribers to its networks through affiliations with new Cable/DBS
providers and the online growth of current affiliates.

     The Subscription/PPV TV Group's Pleasure network was available to 17.3
million, 7.5 million and 8.0 million addressable subscribers as of March 31,
2001, 2002, and 2003, respectively. The decrease in addressable subscribers from
2001 to 2002 is a result of both DISH Network and Hughes Electronic
Corporation's DirecTV ("DirecTV") terminating its distribution of Pleasure
during the fiscal year ended March 31, 2002. Both DBS providers terminated its
distribution of Pleasure in order to increase the number of partially edited
services distributed on their platforms. Revenue from Pleasure on these two
platforms contributed 10% and 7% of total Cable/DBS revenue in 2001 and 2002,
respectively.

     The increase in addressable subscribers for the Pleasure network from 2002
to 2003 is related to new launches and online growth from Cable affiliates such
as AOL Time Warner, Inc. ("Time Warner"), Comcast Corporation ("Comcast"), and
Charter Communications, Inc. ("Charter").

     Revenue from the Subscription/PPV TV Group's TEN network has declined
year-over-year because of a continued decrease in the number of monthly DISH
subscribers. This decline in subscribers has been ongoing since DISH converted
TEN to a PPV service in 1999. In addition, until recently, PPV buys from TEN on
the DISH platform have been declining due to the addition of a competing network
of the same editing standard which was added to the DISH platform in September
2001. However, during the last quarter of the 2003 fiscal year, the number of
TEN's PPV buys on the DISH platform has begun to increase. The Subscription/PPV
TV Group has also started to work with several Cable affiliates to replace the
Pleasure network with TEN and its sister service, TEN Clips.

     In January 2000, DISH launched TEN Xtsy (formerly Extasy) on its satellite
at 110 degrees. In August 2001, DISH moved TEN Xtsy to its satellite at 119
degrees. Significantly more addressable subscribers view DISH's satellite at 119
degrees than its satellite at 110 degrees. TEN Xtsy is available on DISH as both
a subscription and PPV service, as well as part of a monthly combination
subscription with TEN. In September 2001, DISH increased its retail price for
TEN Xtsy to $10.99 for a PPV purchase and $27.99 for a monthly subscription from
$9.99 and $24.99, respectively. These changes have resulted in a 78% increase in
revenue for the TEN Xtsy network from 2001 to 2002 and an 11% increase in
revenue for the TEN Xtsy network from 2002 to 2003.

     The Subscription/PPV TV Group launched TEN Clips (formerly ETC) in May
2000. TEN Clips is a partially edited 24-hour per day adult network. TEN Clips'
unique formatting provides for thematically organized 90-minute blocks of
programming in order to encourage appointment viewing by the adult PPV consumer.
Through the Subscription/PPV TV Group's proprietary database technology,
approximately eight scenes are organized thematically and programmed into one
90-minute block. TEN Clips delivers 240 unique thematic blocks with over 500
different adult film scenes during a typical month.

     TEN Clips was available to 2.4 million, 3.6 million and 5.8 million
addressable subscribers as of March 31, 2001, 2002, and 2003, respectively.
Revenue from TEN Clips increased 250% from 2001 to 2002 and 29% from 2002 to
2003. TEN Clips obtained carriage with DISH network in July 2000 and is carried
as both a PPV and subscription service. DISH increased its retail prices for TEN
Clips in September 2001 to $9.99 for a PPV purchase and $22.99 for a monthly
subscription from $8.99 and $19.99, respectively.

     The Subscription/PPV TV Group has experienced significant growth in revenue
from its VOD service, TEN On Demand. TEN On Demand is provided to Cable
affiliates in each of the Group's

                                       27

three editing standards. TEN On Demand is provided to Cable operators as a "kit"
of adult content with 5 -40 titles in each kit. Content is refreshed on a
monthly basis and provides for a 30-day early release window to the PPV
services. Accordingly, there is no duplication between the PPV networks and the
VOD product. The Subscription/PPV TV Group is the leading provider of adult VOD
content with launches on cable systems representing 95% of VOD enabled cable
households as of May 1, 2003, and is the exclusive provider of adult VOD content
for Time Warner. Revenue from its VOD service accounted for 9% of the
Subscription/PPV TV Group's total Cable/DBS revenue for the year ended March 31,
2003, as compared to 1% for the year ended March 31, 2002.

     The Subscription/PPV TV Group signed an agreement in February 2003 to
provide its TEN On Demand service to On Command, the leading provider of in-room
interactive entertainment for the hotel industry and its guests. Beginning in
March 2003, the Group began providing titles on a monthly basis to On Command's
VOD enabled hotel rooms in four different editing formats. The Subscription/ PPV
TV Group was fully deployed in all 895,000 On Command hotel rooms as of May 1,
2003.

     In January 2003, the Subscription/PPV TV Group launched TEN Blue and TEN
Blox, two partially edited services created to address the increasing demand
from consumers for this editing standard. TEN Blue will offer amateur, ethnic,
and urban oriented feature programming. TEN Blox will be the "clip" sister
service to TEN Blue. Content costs to program these networks will be minimal
since the Subscription/PPV TV Group can use content from its already licensed
library of titles.

     The Subscription/PPV TV Group added a new revenue stream during the fiscal
year ended March 31, 2002, related to the advertisement of adult lifestyle
products which enhance the viewing experience of the adult consumer. These
products are advertised during the interstitial breaks between each movie. The
Subscription/PPV TV Group partners with third parties for the sale and
fulfillment of these products and shares in any revenue generated by the
advertisement of the products on its networks. Revenue from product sales
accounted for 6% of total Cable/DBS revenue for the fiscal year ended March 31,
2003, up from 2% for the fiscal year ended March 31, 2002.

COST OF SALES

     Cost of sales for the Subscription/PPV TV Group was $14.0 million, $13.4
million, and $11.4 million for the years ended March 31, 2003, 2002, and 2001,
respectively, representing increases of 4% from 2002 to 2003 and 18% from 2001
to 2002. Cost of sales as a percentage of revenue was 48%, 46%, and 47% for the
years ended March 31, 2003, 2002, and 2001, respectively. Cost of sales consists
of expenses associated with broadcast playout, satellite uplinking, satellite
transponder leases, programming acquisition costs, amortization of content
licenses, and call center operations.

     The 4% increase in cost of sales from fiscal year 2002 to 2003 is due to:
a) a 27% increase in the amortization of the Subscription/PPV TV Group's content
licenses and b) a 16% increase in costs associated with the digital broadcast
center related to new functionalities and redundancies added during the fiscal
year. These increases were offset by a 12% decrease in transponder lease costs
and a 12% decrease in C-Band call center costs.

     The 18% increase in cost of sales from fiscal year 2001 to 2002 is a result
of increases in a) programming acquisition costs for screening, quality control,
and scheduling of the Subscription/PPV TV Group's networks; b) amortization
expense of the Group's content licenses; and c) costs associated with the
operation of the Group's digital broadcast center as the Group has added
additional functionalities.

     During the fourth quarter of the year ended March 31, 2002, the
Subscription/PPV TV Group renegotiated its transponder leases with Loral for its
four analog transponders. This renegotiation resulted in a 30% decrease in its
monthly analog transponder lease payments. During the fourth quarter ended March
31, 2003, the Subscription/PPV TV Group renegotiated two of its analog
transponder leases with Loral, resulting in a 55% decrease in the annual costs
for those two transponders.

     In addition, during the fiscal year ended March 31, 2002 the
Subscription/PPV TV Group created a digital tier for its Pleasure, TEN and TEN
Clips networks on Loral's satellite known as T-7. This

                                       28

digital tier replaces the edgeband technology that the Group was using. Edgeband
technology permits multiple services to be carried over an existing satellite
transponder by adding a multiplex of MPEG-2 compressed programs at the band edge
of the transponder. This change to a digital tier makes the distribution of the
Group's services more bandwidth efficient for its Cable affiliates. In January
2003, the Subscription/PPV TV Group added TEN Blue, TEN Blox and TEN Xtsy to its
digital tier.

OPERATING INCOME

     Operating income for the Subscription/PPV TV Group was $7.1 million, $6.3
million, and $3.5 million for the years ended March 31, 2003, 2002, and 2001,
respectively, representing increases of 13% from 2002 to 2003 and 80% from 2001
to 2002.

     The 13% increase in operating income from 2002 to 2003 is primarily related
to a 17% decrease in operating expenses during this period. Operating expenses
as a percentage of revenue declined from 32% to 27% during this same period. The
decline in operating expenses from 2002 to 2003 was related to a decline in: a)
the costs associated with the Group's C-Band barker channel, b) advertising
costs, c) payroll costs associated with the elimination of two senior manager
positions, and d) commissions paid to the Group's sales force as a result of a
change in the commission plan and a decline in the number of people being
commissioned.

     In addition, due to an accounting pronouncement change, goodwill and
intangible assets with indefinite lives are no longer required to be amortized
and are, instead, tested for impairment on an annual basis using the guidance
for measuring impairment as set forth in SFAS 142, "Goodwill and Other
Intangible Assets". Goodwill amortization was $0, $636,000 and $636,000 for the
fiscal years ended March 31, 2003, 2002 and 2001, respectively.

     The 80% increase in operating income from 2001 to 2002 is attributable to a
19% increase in revenue and an increase in the Group's gross margin percentage
from 53% to 54%. Total operating expenses decreased slightly by 2% from 2001 to
2002 and operating expenses as a percentage of revenue declined from 39% to 32%.
The slight decrease in operating expenses from 2001 to 2002 is a result of
operating expenses; such as, advertising, travel, entertainment, and trade show
costs, remaining flat year-over-year.

INTERNET GROUP
NET REVENUE

     Total net revenue for the Internet Group was $7.8 million, $23.2 million,
and $34 million for the years ended March 31, 2003, 2002 and 2001, respectively,
representing a decrease of 66% from 2002 to 2003 and 32% from 2001 to 2002. The
Internet Group's revenue is comprised of membership revenue from its
consumer-based web sites, revenue from the sale of its content feeds to
webmasters, revenue from the sale of exit traffic, and revenue from its data
center services.

     Net membership revenue was $5.3 million, $15.3 million, and $19.9 million
for the years ended March 31, 2003, 2002, and 2001, respectively, representing
decreases of 65% from 2002 to 2003 and 23% from 2001 to 2002.

     The 23% decline in gross membership revenue from 2001 to 2002 is a direct
result of a decrease in traffic to the Internet Group's web sites. The decrease
in traffic to the Internet Group's sites was primarily due to changes made to
the Group's traffic acquisition model. The Internet Group changed its traffic
acquisition model during the fiscal year ended March 31, 2002 to compensate an
affiliated webmaster for traffic directed to the Internet Group's web sites only
upon the conversion of a referral into a paying member. Prior to this change,
the Group was paying for traffic based upon the amount of traffic directed to
the Group's web sites, regardless of whether this traffic resulted in a paying
member to one of the Group's sites. This change to the Internet Group's traffic
acquisition programs resulted in a 57% decline in webmaster payouts from 2001 to
2002.

     The Internet Group also believes that its membership revenue and traffic
volume declined from 2001 due to the proliferation of free adult content
available on the Internet. In addition, portals such as Microsoft Corporation's
MSN ("MSN"), no longer default words typed into a browser dialogue box

                                       29

to the "dot-com" web site associated with such word, and have begun to sell off
their adult word searches to outside companies, impacting the amount of type-in
traffic to the Internet Group's web sites.

     The 65% decline in net membership revenue from 2002 to 2003 was a result of
a continued decline in traffic to the Internet Group's web sites due to the
elimination of all traffic generating programs. The Internet Group ceased
actively purchasing traffic for its web sites during the fiscal year ended March
31, 2003. Instead, the Internet Group has depended upon its adult domain names
to generate traffic to its sites, and has focused on cross selling its flagship
web site, www.ten.com, on the Subscription/PPV TV Group's networks.

     The standard one-month membership prices to the Group's web sites ranged
from $20 to $30 for the fiscal years ended March 31, 2001 and 2002. During the
fourth quarter of the fiscal year ended March 31, 2002, the Internet Group
decreased the monthly retail price of its flagship web site, www.ten.com, to
$14.74. A marketing program offering a free 5-day trial membership was
implemented during the fourth quarter of the year ended March 31, 2001, which
resulted in an average membership price of $10 to $12 during the last quarter of
the year ended March 31, 2001. Marketing programs offering free trial
memberships were discontinued during fiscal year 2002. An additional marketing
program offering a three-day trial for $2.95 was begun during the 2002 fiscal
year and was subsequently discontinued in the 2003 fiscal year.

     During the fiscal year ended March 31, 2003 the Internet Group decreased
the number of consumer web sites marketed from 30 to 10, which also contributed
to the decline in net membership revenue year-over-year. The decrease in the
number of web sites marketed allowed the Internet Group to ensure that its sites
were always updated with new content on a daily/weekly basis resulting in an
increase in the depth, breadth and relevance of the content included in each
site.

     Revenue is earned from traffic sales by forwarding exit traffic and traffic
from selected vanity domains to other affiliated webmaster marketing programs
domestically, monetizing foreign traffic via international dialer companies,
marketing affiliated webmaster sites through the Internet Group's double opt-in
email list, and by directing traffic to its pay-per-click ("PPC") search engine,
www.sexfiles.com. Revenue from the sale of traffic was $1.3 million, $5.6
million, and $9.4 million for the years ended March 31, 2003, 2002, and 2001,
respectively, representing a decrease of 77% from 2002 to 2003 and 40% from 2001
to 2002. The Internet Group experienced a corresponding decrease in revenue from
the sale of traffic from 2001 to 2002 because of a decline in overall traffic
purchased by the Internet Group under its new traffic acquisition model
discussed above. The decline in traffic continued into the 2003 fiscal year as
the Internet Group ceased all traffic purchasing programs. The decline in
traffic to the Internet Group's web sites results in less traffic available to
sell both domestically and internationally and less traffic to direct through
its PPC search engine.

     The Internet Group changed its methodology for monetizing the exit traffic
from its sites (i.e., traffic that comes through its web sites and does not
convert into a paying member) during the fiscal year ended March 31, 2003.
Instead of selling its traffic to affiliated webmasters, the Internet Group
directed its exiting consumers to its own PPC search engine. The PPC search
engine allowed the Internet Group to monetize its exit traffic by auctioning off
keyword searches to advertisers that prepaid for placement within the search
engine. This resulted in a pure market model for the advertiser. The more the
advertiser bid for the keyword, the higher their site was shown in the list of
search results returned to the consumer. The result for the advertiser was
qualified traffic that was more likely to convert into a paying member, while
the consumer received immediate access to relevant results.

     In addition to revenue from its PPC search engine, the Internet Group's
sale of traffic revenue also included revenue from the marketing of its double
opt-in email program. Revenue was earned by selling email campaigns to customers
that were marketed to the Group's 1.4 million opt-in email users. Email
campaigns were sold on a cost-per-click or cost-per-acquisition basis.

     Revenue from the sale of content was $1.2 million, $1.9 million, and $3.8
million for the years ended March 31, 2003, 2002, and 2001, respectively,
representing a decrease of 37% from 2002 to 2003

                                       30

and 50% from 2001 to 2002. The decrease in revenue from the sale of content is a
result of a softening in demand for content by third-party webmasters.
Webmasters are decreasing their reliance on outside sources for content and
demanding lower prices for the content that they purchase. During the fiscal
year ended March 31, 2003 the Internet Group focused more of its efforts on this
revenue stream by hiring a dedicated sales team, establishing a fixed matrix of
competitive prices for its products, creating new content offerings, ensuring
current content products were updated on a timely basis, and establishing a
billing and collection process that required prepayment for its products.
Despite these efforts, the continued reluctance on the behalf of webmasters to
pay for content makes this a difficult market segment to compete in for the
Internet Group.

     The Internet Group's other revenue was earned from the sale of services
such as hosting, co-location and bandwidth management ("ISP services") to
non-affiliated companies. The Group's other revenue was $0, $0.4 million, and
$0.9 million for the years ended March 31, 2003, 2002, and 2001. The decrease in
revenue from 2001 to 2002 is a result of the Internet Group's non-affiliated
customers changing service providers. During the fiscal year ended March 31,
2003, the Internet Group ceased selling its ISP services to outside customers
and focused its data center operations solely on its internal needs.

COST OF SALES

     Cost of sales for the Internet Group was $4.2 million, $12.2 million, and
$18.2 million for the years ended March 31, 2003, 2002, and 2001, respectively,
representing a decrease of 66% from 2002 to 2003 and 33% from 2001 to 2002. Cost
of sales consists of variable expenses associated with credit card fees,
bandwidth, traffic acquisition costs (purchase of traffic), web site content
costs and depreciation of assets related to the Internet Group's data center
operations. Cost of sales, as a percentage of revenue, was 54%, 53%, and 54% for
the years ended March 31, 2003, 2002, and 2001, respectively.

     Approximately 70% of the traffic to the Internet Group's web sites was
acquired through affiliate programs marketed to webmasters. These programs
compensated webmasters for traffic referrals to the Internet Group's web sites.
A webmaster was paid a fee of $25 - $45 per referral that resulted in a paying
monthly membership to one of the Internet Group's web sites. The Internet
Group's traffic acquisition costs also included payments made to affiliated
webmasters for the acquisition of email addresses as part of its double opt-in
email program. The Internet Group discontinued paying for traffic to its sites
and the acquisition of email addresses during the year ended March 31, 2003
because it determined, based on analyzing conversion rates and retention rates,
that this traffic was not profitable.

     The Internet Group's traffic acquisition costs were $0.2 million, $4.3
million, and $10.1 million for the years ended March 31, 2003, 2002, and 2001,
respectively, representing a decrease of 95% from 2002 to 2003 and 57% from 2001
to 2002. The Internet Group's traffic acquisition costs, as a percentage of net
revenue, were 3%, 9%, and 30% for the years ended March 31, 2003, 2002, and
2001, respectively. The decline in traffic acquisition costs from 2001 to 2002
is primarily due to changes made to the Group's traffic acquisition model. The
Internet Group changed is traffic acquisition model during fiscal 2002 to
compensate an affiliated webmaster for traffic directed to the Internet Group's
web sites only upon the conversion of a referral into a paying member. Prior to
this change, the Group was paying for traffic based upon the amount of traffic
directed to the Group's web sites, regardless of whether this traffic resulted
in a paying member to one of the Group's sites. The decline in traffic
acquisition costs from 2002 to 2003 is a result of the Internet Group's decision
to completely cease marketing its traffic acquisition programs.

     Merchant banking fees, including fees for credits and chargebacks, were
$0.7 million, $1.9 million, and $2.2 million for the years ended March 31, 2003,
2002, and 2001, respectively, representing a decrease of 68% from 2002 to 2003
and 14% from 2001 to 2002. Merchant banking fees were 13%, 12%, and 11% of net
membership revenue for the years ended March 31, 2003, 2002, and 2001,
respectively. The increase in merchant banking fees as a percentage of net
membership revenue is a direct result of the Internet Group outsourcing its
credit card processing and customer service

                                       31

functions to a third-party. The Internet Group outsourced these functions during
the fourth quarter of the fiscal year ended March 31, 2002. This increase in
merchant banking fees as a percentage of net membership revenue is offset by a
decrease in payroll associated with the termination of its own in-house customer
service and credit card processing functions.

     Bandwidth costs were $1.1 million, $1.7 million and $1.9 million for the
fiscal years ended March 31, 2003, 2002 and 2001, respectively, representing
decreases of 11% from 2001 to 2002 and 35% from 2002 to 2003. The decrease in
bandwidth costs is a result of the renegotiation of bandwidth contracts with
each of the Internet Group's providers and a decrease in the amount of bandwidth
used as a result of a decline in traffic to its web sites. The Internet Group
expects to see a further decline in this cost due to new contracts negotiated
with its bandwidth providers in conjunction with the move of its in-house data
center to Boulder, Colorado.

     Operational expenses, the majority of which relates to depreciation and
amortization of Internet equipment and domain names, were $1.9 million, $3.6
million and $3.0 million for the years ended March 31, 2003, 2002, and 2001,
respectively, representing a 20% increase from 2001 to 2002 and a 47% decrease
from 2002 to 2003. The 20% increase in operational expenses from 2001 to 2002 is
primarily related to increases in operating lease costs, maintenance costs, and
depreciation expense related to data center equipment purchases and the build
out of the Internet Group's data center facility. The 47% decrease in
operational costs from 2002 to 2003 is attributable to the write-off of excess
equipment during the first quarter of the fiscal year ended March 31, 2003 which
related to the relocation of the Internet Group's data center from Los Angeles
to Boulder, and impaired assets written off during the same time period (see
"Restructuring Expenses" and "Asset Impairment Charges" below).

OPERATING INCOME (LOSS)

     Operating income (loss) for the Internet Group was an operating loss of
$0.3 million for the fiscal year ended March 31, 2003 and operating income of
$2.1 million and $4.5 million for the years ended March 31, 2002 and 2001,
respectively, representing decreases of 114% from 2002 to 2003 and 53% from 2001
to 2002. Operating income is declining primarily as a result of lower revenues
and higher operating costs as a percentage of revenue.

     Operating expenses were $3.9 million, $8.8 million, and $11.3 million for
the years ended March 31, 2003, 2002, and 2001, respectively, representing a
decrease of 56% from 2002 to 2003 and 22% from 2001 to 2002. Operating expenses
were 50%, 38%, and 33% of net revenue for the fiscal years ended March 31, 2003,
2002, and 2001, respectively.

     The decrease in operating expenses from 2001 to 2002 was attributable to a
decrease in bad debt expense from $1.0 million in 2001 to $0.1 million in 2002
and a decline in personnel costs during the 2002 fiscal year related to the
elimination of certain positions and the elimination of bonuses paid to
employees.

     The decrease in operating expenses from 2002 to 2003 was related to a) the
elimination of the Internet Group's in-house customer service and credit card
processing functions; b) a decrease in payroll, benefits, and facility costs
related to the restructuring and relocation of the sales, marketing, engineering
and web development departments to Boulder, Colorado; c) a decrease in trade
show related costs; and d) a decrease in travel related costs.

FUTURE OUTLOOK FOR THE INTERNET GROUP

     In connection with the settlement with Edward Bonn (see "Legal
Proceedings"), the Internet Group transferred to Mr. Bonn approximately 150 of
its domain names. As a result of this transfer, as of March 31, 2003, the
Internet Group merged all of its dial-up web sites (and corresponding members)
into its premiere broadband site, www.ten.com. The transfer of these URLs,
coupled with the already declining traffic to its sites as a result of the
Internet Group's decision to cease purchasing traffic, has resulted in a
substantial decrease in new monthly members to its web site.

                                       32

     The Internet Group expects to see continued declines in its monthly
recurring membership revenue as it is primarily marketing this site only on the
Subscription/PPV TV Group's networks. The traffic generated from this effort is
not enough to sustain its membership revenue base. Consequently, the Internet
Group continues to experience a 2% - 8% decline in its renewing membership base
each month. However, it is important to note that the Internet Group does not
consider the monthly membership model to be the focus of its future growth
plans. The recurring monthly membership model on the Internet is too
competitive, there are no barriers to entry, it is too dependent upon credit
card processing, and it is very difficult to attract profitable traffic to a web
site.

     Also because of this decline in traffic, the Internet Group has terminated
its PPC search engine and sale of traffic/email marketing revenue streams (see
"Restructuring Expenses" below) as of March 31, 2003. Although the PPC search
engine is a viable business model, the Internet Group does not have the traffic
volume to support this business in a profitable manner.

     Going forward, the Internet Group will be focusing its efforts on forming
revenue sharing partnerships with third-party gatekeepers such as cable
companies, hospitality providers and portals, whereby it can gain direct access
to consumers in search of adult entertainment.

     The Internet Group executed its first such revenue sharing agreement with
On Command during the fiscal year ended March 31, 2003. Under the terms of the
agreement, the Internet Group will be the exclusive provider of adult content
for On Command's TV Internet Service. The Internet Group is providing a
customized version of its www.ten.com broadband service for delivery through On
Command's TV Internet Service in its hotel rooms nationwide. The Internet Group
was fully deployed within most of the On Command hotels that offer high-speed
Internet access, estimated at over 120,000 rooms, as of May 2003.

RESTRUCTURING EXPENSES
     INTERNET RESTRUCTURING 2002

     During the fiscal year ended March 31, 2002, the Company implemented a
restructuring plan with respect to its Internet Group's operations. The plan
provided for the consolidation of the Internet Group's engineering, web
production, sales and marketing departments to the Company's Boulder, Colorado
location and the elimination of its customer service department due to the
outsourcing of its credit card processing functions. In addition, the Internet
Group vacated its office facilities in Sherman Oaks, California that were being
utilized by these functions.

     As a result of these measures the Company saved approximately $5.0 million
in payroll, benefits, facility costs and other operating expenses. Total
restructuring charges of $3.2 million related to this plan were recorded in
2002, of which $0.8 million related to the termination of 31 employees. In
addition, 10 other positions were eliminated through attrition. Also included in
the restructuring charge were $1.2 million of expenses related to the excess
office space in Sherman Oaks, California that the Company plans to sublet and
$1.0 million of expenses related to excess furniture and equipment.

     DATA CENTER RESTRUCTURING 2003

     During the fiscal year ended March 31, 2003 the Company adopted a
restructuring plan to close the Internet Group's in-house data center in Sherman
Oaks, California and move its servers, bandwidth and content delivery functions
to the same location as the Subscription/PPV TV Group's digital broadcast
facility in Boulder, Colorado. As a result of this restructuring, the Internet
Group expects to save approximately $3.0 million annually, which will be
reflected in its cost of sales. Total restructuring charges of $3.1 million
related to this plan were recorded during the year, of which $28,000 related to
the termination of 10 employees. Also included in this charge was $0.4 million
of rent expense related to the data center space in Sherman Oaks that the
Company is attempting to sublet and $2.6 million for excess equipment written
off as a result of this restructuring.

                                       33

     INTERNET RESTRUCTURING 2003

     During the fourth quarter of the fiscal year ended March 31, 2003, the
Internet Group adopted a final restructuring plan to eliminate 13 positions,
which it estimates will result in annual savings of $0.8 million in payroll and
benefits. As of March 31, 2003, the Internet Group will be eliminating its PPC
search engine, sale of traffic and email revenue streams and will focus its
efforts entirely on marketing its premiere broadband site, www.ten.com, to third
party gatekeepers (i.e., portals, cable companies and hospitality providers) and
to consumers viewing the Subscription/PPV TV Group's networks. The Internet
Group will also continue to sell content to third party webmasters. Total
restructuring charges of $0.3 million were recorded, of which $10,000 related to
the termination of the thirteen positions referenced above and $0.2 million
related to the write off of excess equipment and operating leases associated
with the PPC search engine and email program.

ASSET IMPAIRMENT

     The Internet Group recognized impairment losses on certain URLs of
approximately $1.4 million during the fiscal year ended March 31, 2003.
Management identified certain conditions, including a declining gross margin due
to the availability of free adult content on the Internet and decreased traffic
to the Internet Group's URLs, as indicators of asset impairment. These
conditions led to operating results and forecasted future results that were
substantially less than had been anticipated at the time of the Company's
acquisition of the Internet Group. The Company revised its projections and
determined that the projected results would not fully support the future
amortization of the URLs associated with the Internet Group.

     In accordance with the Company's policy, management assessed the
recoverability of the URLs using a cash flow projection based on the remaining
amortization period of two to four years. Based on this projection, the
cumulative cash flow over the remaining amortization periods was insufficient to
fully recover the intangible asset balance.

CORPORATE ADMINISTRATION

     Expenses related to corporate administration include all costs associated
with the operation of the public holding company, New Frontier Media, Inc., that
are not directly allocable to the Subscription/ PPV TV and Internet operating
segments. These costs include, but are not limited to, legal and accounting
expenses, insurance, registration and filing fees with NASDAQ and the SEC,
investor relation cost, and printing costs associated with the Company's public
filings.

     Corporate administration expenses were $7.2 million, $5.8 million, and $5.5
million for the years ended March 31, 2003, 2002, and 2001, respectively,
representing increases of 24% from 2002 to 2003 and 5% from 2001 to 2002.

     The 5% increase in corporate administration expenses from 2001 to 2002 is
primarily due to 1) an increase in consulting and professional fees; 2) an
increase in travel costs, 3) an increase in payroll costs and related employee
benefits; and 4) an increase in the Company's insurance premiums. The increase
in these expenses was offset by a 33% decline in the Company's legal fees.

     The 24% increase in corporate administration expenses from 2002 to 2003 is
primarily due to 1) an 82% increase in legal fees related to the Company's
lawsuit filed against Edward Bonn, Bradley Weber, Jerry Howard, and Response
Telemedia, Inc. (see Legal Proceedings - these lawsuits have been settled and
there will be no ongoing costs associated with them), 2) a 59% increase in
general insurance and directors and officers insurance premiums, 3) the addition
of fees paid to the Company's outside Board members, and 4) a 99% increase in
expenses related to the proxy fight that the Company defended itself against
(public relations, printing and postage). The increase in these expenses was
offset by a 27% decrease in payroll and benefit costs due to the elimination of
several senior manager positions and a 29% decrease in travel costs.

     The Company estimates that approximately $1.9 million of its 2003 corporate
administration expenses related to the proxy fight and its lawsuit with Edward
Bonn, Bradley Weber, Jerry Howard and Response Telemedia, Inc. and will,
therefore, be nonrecurring for its 2004 fiscal year.

                                       34

OTHER INCOME (EXPENSE)

     Other income (expense) was expense of $1.6 million, income of $0.4 million,
and expense of $3.5 million for the years ended March 31, 2003, 2002, and 2001,
respectively.

     Other income (expense) for the fiscal years ended March 31, 2002 and 2001
includes a nonrecurring item related to the legal reserve established for the
J.P. Lipson lawsuit ("Lipson Lawsuit").

     The Company was a defendant in a lawsuit filed on January 25, 1999 in which
J.P. Lipson sought to enforce an alleged agreement with the Company. On
September 1, 2000, a jury entered a verdict awarding to the plaintiff $10
million in liquidated damages and, in the alternative, $1 million in actual
damages and $1 million in punitive damages. Subsequent to this verdict, the
Boulder District Court entered an order granting the Company's motion to reduce
the actual damages against the Company from $10 million to $1 million, thereby
reducing Mr. Lipson's total award, exclusive of interest, to $2.5 million. For
the year ended March 31, 2001, the Company established a reserve on its books
for these damages in the amount of $2.5 million. Since the Company already had a
portion of this reserve booked subsequent to the 2001 fiscal year, the total
amount expensed in connection with this reserve during the year ended March 31,
2001 was $2.0 million.

     During the third quarter of its fiscal year ended March 31, 2002, the
Company announced that it had settled the Lipson Lawsuit in its entirety for a
lump sum payment of $820,000 made to his attorneys. For the year ended March 31,
2002, the Company reversed the remaining $1.7 million of its legal reserve.

     Other income (expense) for the fiscal years ended March 31, 2003, 2002 and
2001 include items related to an agreement entered into with Metro Global Media,
Inc. ("Metro"). In July 1999, the Company entered into an agreement with Metro
in which it received 250,000 shares of Metro common stock for services it was to
provide. The market value of this stock on the date of the transaction was $2.47
per share. During the fiscal year ended March 31, 2001, the stock was delisted
from the NASDAQ, it began trading on the over-the-counter market, and its value
declined to $0.47 per share. Due to the permanent impairment in the value of the
stock at that time, the Company wrote the stock down to a value of $117,500 and
took a non-cash loss of $507,500.

     The Company recognized $0.3 million in other revenue during the fiscal year
ended March 31, 2002, in connection with Metro releasing the Company from its
obligations to perform services under the contract signed in July 1999, for
which the Company was given the 250,000 shares of Metro stock. At the time the
contract was signed, the Company recognized deferred revenue in the amount of
$0.6 million, the fair market value of the Metro stock on that date. Since that
time, the Company had amortized this deferred revenue over 60 months for
services it was providing to Metro. The Company ceased providing services to
Metro and Metro released the Company from its obligation of providing any future
services. Accordingly, the remaining deferred revenue was considered earned and
was recognized during the fiscal year ended March 31, 2002 in the amount of $0.3
million.

     During the fiscal year ended March 31, 2003, the Metro stock ceased trading
on the over-the-counter market and the Company wrote off the remaining $117,500.

DEFERRED TAXES

     SFAS 109, "Accounting for Income Taxes" requires, among other things, the
separate recognition, measured at currently enacted tax rates, of deferred tax
assets and deferred tax liabilities for the tax effect of temporary differences
between the financial reporting and tax reporting bases of assets and
liabilities, and net operating loss and tax credit carryforwards for tax
purposes. A valuation allowance must be established for deferred tax assets if
it is "more likely than not" that all or a portion will not be realized. The
Company routinely evaluates its recorded deferred tax assets to determine
whether it is still more likely than not that such deferred tax assets will be
realized.

     As of March 31, 2001, the Company estimated that it had $9.2 million in net
operating loss carryforwards. Based on its recent history of operating profits
at that time and the expected profitability of the Company in future periods,
the Company provided a valuation allowance of $0 for

                                       35

its deferred tax assets and recognized the tax benefit of $4.1 million based on
the Company concluding that it was "more likely than not"that the full benefit
of its deferred tax assets would be realized in future years.

     During the third quarter of the fiscal year ended March 31, 2003, the
Company determined that it was more likely than not that sufficient taxable
income would not be generated in future years to fully realize its deferred tax
assets. Accordingly, a full valuation allowance for its deferred tax assets in
the amount of $5.3 million was reflected in the financial statements for that
quarter. As of March 31, 2003, the Company had accumulated net operating losses
of $13.3 million and its valuation allowance increased by $1.9 million to
reflect additional tax losses generated during the year. If the Company
generates future taxable income against which these tax assets may be applied,
some portion or all of the valuation allowance would be reversed and a
corresponding increase in net income would be reported in future periods.

     Internal Revenue Code Section 382 places a limitation on the utilization of
net operating loss carryforwards when an ownership change, as defined in the tax
law, occurs. Generally, an ownership change occurs when there is a greater than
50 percent change in ownership. If such a change should occur, the actual
utilization of the Company's net operating loss carryforwards, for tax purposes,
would be limited annually to a percentage of the fair market value of the
Company at the time of such change.

CRITICAL ACCOUNTING POLICIES

     New Frontier Media's consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, management evaluates its
estimates and judgments, including those related to revenue recognition,
valuation allowances, goodwill impairment, and prepaid distribution rights
(content licensing). Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.

     Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements.

REVENUE RECOGNITION

     Our revenues for the Subscription/PPV TV Group are primarily related to the
sale of our network services to Cable/DBS affiliates. The Cable affiliates do
not report actual monthly sales for each of their systems to the
Subscription/PPV TV Group until 45 - 60 days after the month of service ends.
This practice requires management to make monthly revenue estimates based on the
Subscription/PPV TV Group's historical experience for each affiliated system.
Revenue is subsequently adjusted to reflect the actual amount earned upon
receipt by the Subscription/PPV TV Group. Adjustments made to adjust revenue
from estimated to actual have historically been immaterial.

     The recognition of revenues for both the Subscription/PPV TV and Internet
Groups is partly based on our assessment of the probability of collection of the
resulting accounts receivable balance. As a result, the timing or amount of
revenue recognition may have been different if different assessments of the
probability of collection of accounts receivable had been made at the time the
transactions were recorded in revenue.

                                       36

VALUATION ALLOWANCES

     We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments for both the
Subscription/PPV TV and Internet Groups. If the financial condition of our
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required.

     We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. While we have considered
future taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event New Frontier
Media were to determine that it would not be able to realize all or part of its
net deferred tax assets in the future, an adjustment to the deferred tax assets
would be charged to income in the period such determination was made. Likewise,
should New Frontier Media determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax assets would increase income in the period such
determination was made.

     We maintain a reserve for chargebacks and credits for estimated refunds
related to customers whose transactions were processed via credit cards for both
the Subscription/PPV TV and Internet Groups. Should our actual chargebacks and
credits be higher than estimated we would have an additional expense for the
period in which this was experienced.

GOODWILL IMPAIRMENT

     Goodwill represents the excess of cost over the fair value of the net
identifiable assets acquired in a business combination accounted for under the
purchase method. Through the end of fiscal year 2002, the Company amortized its
goodwill over 10 years using the straight-line method. As a result of the
adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangibles" ("FAS 142"), that was effective for the Company as of the
beginning of fiscal year 2003, goodwill and intangible assets with an indefinite
useful life are no longer amortized, but are tested for impairment at least
annually. The Company completed the initial impairment test during the first
quarter of fiscal year 2003 and concluded that the fair value of the Company's
reporting unit (Subscription/PPV TV Group) exceeded its respective carrying
value as of June 30, 2002 and, therefore, no impairment existed at that date.

     In addition to the initial impairment test completed during the first
quarter of fiscal year 2003, the Company elected to perform the first of its
annual impairment tests during the fourth quarter of fiscal year 2003, and
concluded that the fair value of the Company's reporting unit exceeded its
carrying value and no impairment charge was required. The Company engaged a
financial advisory firm to assist management in completing the impairment tests
and to prepare certain analysis regarding the fair value of the Company's
reporting unit. In developing its analysis, the financial advisory firm reviewed
plans prepared by management, interviewed senior managers of the Company and
performed independent research. Calculations regarding the fair value of the
Company's reporting unit, including the analysis prepared by the financial
advisory firm, rely primarily on forecasts and projections regarding future
operating results and cash flows, which require management to make estimates and
assumptions. If actual operating results or cash flows are different than
management's estimates and assumptions, the Company could be required to record
impairment charges in future periods. In future years, the Company will be
required to complete the annual impairment test during its fourth fiscal
quarter.

PREPAID DISTRIBUTION RIGHTS

     The Company's Subscription/PPV Group's film and content library consists of
newly produced and historical film licensing agreements. The Company accounts
for the licenses in accordance with FAS 63 Financial Accounting by Broadcasters.
Accordingly, the Company capitalizes the costs associated with the licenses and
amortizes the costs on a straight-line basis over the life of the licensing
agreement (usually 3 to 5 years). Pursuant to FAS 63 the costs associated with
the license agreements should be amortized based on the relative revenues earned
for each showing of the film.

                                       37

Management has determined that it is appropriate to amortize these costs on a
straight-line basis under the assertion that each showing of the film is
expected to generate similar revenues. The Company regularly reviews and
evaluates the appropriateness of amortizing film costs on a straight-line basis
and assesses if an accelerated method would more appropriately reflect the
revenue generation of the content. Through its analysis, management has
concluded that the current policy of recognizing the costs incurred to license
the film library on a straight-line basis most accurately reflects the revenue
generated by each showing of the film.

     Management periodically reviews the film library and assesses if the
unamortized cost approximates the fair market value of the films. In the event
that the unamortized costs exceed the fair market value of the film library, the
Company will expense the excess of the unamortized costs to reduce the carrying
value of the film library to the fair market value.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operating activities was $0.1 million, $5.8 million, and
$0.6 million for the years ended March 31, 2003, 2002, and 2001, respectively.

     The decrease in cash provided by operating activities from 2002 to 2003 was
primarily related to an increase in the net loss of the Company from $0.6
million in 2002 to $11.9 million in 2003, an increase in accounts receivable
from $4.3 million to $5.7 million, and a $4.2 million increase in prepaid
distribution rights related to the licensing of content. The net loss of $11.9
million for the year ended March 31, 2003 includes non-cash charges of $5.3
million for the valuation allowance established for the Company's deferred tax
assets, $7.5 million in depreciation and amortization, and $4.0 million with
respect to asset impairments.

     Cash used in investing activities for the year ended March 31, 2003 was
$0.7 million. This use of cash relates primarily to purchases of software
licenses, minor equipment upgrades to the Subscription/PPV TV Group's digital
broadcast facility and the purchase of encrypting equipment for new cable
launches. The Company anticipates capital expenditures for the fiscal year ended
March 31, 2004 to be $1.0 million - $1.5 million which will include improvements
to its digital broadcast facility for upgrades to the facility's HVAC,
electrical and generator systems.

     Cash used in financing activities was $0.9 million for the year ended March
31, 2003. This use of cash was related to $1.7 million paid on the Company's
capital lease obligations. This use of cash was offset by the issuance of 1.4
million shares of Class A Redeemable Preferred Stock at $2.00 per share. The
proceeds from this offering were used to repay $2.0 million of the Company's
notes payable. An additional $1.0 million in debt was converted to 0.5 million
shares of Class A Redeemable Preferred Stock. The Class A Redeemable Preferred
Stock pays dividends at 15.5% on a monthly and quarterly basis and is redeemable
anytime at the Company's option until January 2004, by which time it must be
redeemed. In April 2003, New Frontier Media, Inc. successfully negotiated a
decrease in the dividend rate on 1.0 million shares of its Class A Redeemable
Preferred Stock from 15.5% to 11% for the remainder of the term.

     In April and May 2003, the Company issued 2.5 million shares of Class B
Redeemable Preferred Stock at $0.81 per share. The proceeds from this offering
were used to redeem $1.0 million of the Company's Class A Redeemable Preferred
Stock and to fund the purchase and subsequent retirement of 2,520,750 shares of
New Frontier Media, Inc. common stock as part of the Bonn settlement. The Class
B preferred stock pays dividends at 10% on a quarterly basis and is redeemable
at the Company's option until October 2004.

     The Class A and B preferred stock is subject to full or partial early
redemption at the option of the holder if the Company experiences a change in
control defined as (i) a replacement of more than one-half of the members of the
Company's board of directors which is not approved by a majority of those
individuals who are members of the board of directors on the date of the
issuance of the preferred (or by those individuals who are serving as members of
the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date of the issuance of the preferred), (ii) the merger of the

                                       38

Company with or into another entity that is not wholly owned by the Company,
consolidation or sale of all or substantially all of the assets of the Company
in one or a series of related transactions, or (iii) the execution by the
Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth in (i) or (ii).

     The Company expects to fund the dividends due on the Class A and B
Redeemable Preferred Stock from its cash flows from operations. The Company is
also confident that it can fund the redemption of the Class A and B Redeemable
Preferred Stock in 2004 through cash flows from operations or a refinancing of
the obligation prior to the time of redemption. In the event the preferred stock
should become due by reason of a change in control, the Company's liquidity and
capital resources is likely to be materially and adversely impaired.

     New Frontier Media believes that existing cash and cash generated from
operations will be sufficient to satisfy its operating requirements and believes
that any capital expenditures that may be incurred can be financed through its
cash flows from operations or lease financing.

     If New Frontier Media were to lose its major customer that accounts for 36%
of its revenue, its ability to finance its operating requirements would be
severely impaired.

     The following is a summary of the Company's contractual obligations for the
periods indicated that existed as of March 31, 2003, and is based on information
appearing in the Notes to the Consolidated Statements:



                                                         PAYMENTS DUE BY PERIOD (IN 000'S)
                                                 --------------------------------------------------
                                                           LESS THAN     1-3      3-5     MORE THAN
           CONTRACTUAL OBLIGATIONS               TOTAL      1 YEAR      YEARS    YEARS    5 YEARS
- ----------------------------------------------   ------     -------     -----    -----     -------
                                                                         
Capital Lease Obligations                       $ 1,641     $ 1,147    $  494   $  --           --
Operating Lease Obligations                      14,115       6,172     6,633    1,310          --
Class A Redeemable Preferred Stock                3,750       3,750       --       --           --
TOTAL                                           $19,506     $11,069    $7,127   $1,310           0


NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." Statement No. 145 rescinds Statement No. 4, which required all
gains and losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, "Reporting the Results of Operations - reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions"in determining the classification
of gains and losses resulting from the extinguishments of debt. The Company
adopted the provisions of SFAS No. 145 upon its effective date, which did not
have a material impact on the consolidated financial statements.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.

     In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the guarantor's balance sheet upon issuance of a guarantee. In
addition, FIN 45 requires disclosures about the guarantees that an entity has
issued. The disclosure requirements of FIN 45 are effective for financial
statements of

                                       39

interim or annual periods ending after December 15, 2002. The Company believes
that the adoption of this standard will not have a material impact on its
operations or financial position.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of SFAS No. 123." This
standard provides alternative methods for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition,
SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in annual financial statements about the method of
accounting for stock-based employee compensation and the pro forma effect on
reported results of applying the fair value based method for entities that use
the intrinsic value method of accounting. The pro forma effect disclosures are
also required to be prominently disclosed in interim period financial
statements. This statement is effective for financial statements for fiscal
years ending after December 15, 2002 and is effective for financial reports
containing condensed financial statements for interim periods beginning after
December 15, 2002, with earlier application permitted. The Company does not plan
a change to the fair value based method of accounting for stock-based employee
compensation and has included the disclosure requirements of SFAS No. 148 in the
accompanying financial statements.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity", ("FAS 150"). This statement establishes standards
for how an issuer classifies and measures in its statement of financial position
certain financial instruments with characteristics of both liabilities and
equity. In accordance with the standard, financial instruments that embody
obligations for the issuer are required to be classified as liabilities. This
Statement shall be effective for financial instruments entered into or modified
after May 31, 2003, and otherwise shall be effective at the beginning of the
first interim period beginning after June 15, 2003. The Company does not expect
the provision of this statement to have a significant impact on the statement of
financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     MARKET RISK. The Company's exposure to market risk is principally confined
to cash in the bank, money market accounts, and notes payable, which have short
maturities and, therefore, minimal and immaterial market risk.

     INTEREST RATE RISK. As of June 15, 2003, the Company had cash in checking
and money market accounts. Because of the short maturities of these instruments,
a sudden change in market interest rates would not have a material impact on the
fair value of these assets. Furthermore, the Company's borrowings are at fixed
interest rates, limiting the Company's exposure to interest rate risk.

     FOREIGN CURRENCY EXCHANGE RISK. The Company does not have any foreign
currency exposure because it currently does not transact business in foreign
currencies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of New Frontier Media, Inc. and its
subsidiaries, including the notes thereto and the report of independent
accountants therein, commence at page F-1 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     (a) By letter dated November 26, 2001, New Frontier Media terminated
Singer, Lewak, Greenbaum, & Goldstein LLP ("Singer Lewak") as independent
accountants for the Company. The decision to change accountants was recommended
by the Company's Audit Committee.

     Singer Lewak had been the Company's independent accountants since
approximately December 22, 2000, and had been the independent accountants for
the Company's subsidiaries, Interactive Gallery, Inc., Interactive Telecom
Network, Inc. and Card Transactions, Inc., since approximately April 1999.
Singer Lewak's report on the financial statements of these subsidiaries was
included in the Company's financial statements for the year ended March 31,
2000.

                                       40

     Singer Lewak's annual report covering the fiscal year ended March 31, 2001
did not include an adverse opinion or disclaimer of opinion, and was not
qualified as to uncertainty, audit scope or accounting principles.

     In connection with the audits of the two most recent fiscal years and
during any subsequent interim periods preceding the termination of Singer Lewak,
there did not develop any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
between such former independent accountants and management of the Company or
other reportable events which have not been resolved to the Company's former
independent accountants' satisfaction.

     (b) As of November 26, 2001, the Company engaged Grant Thornton LLP as the
Company's independent auditors to replace Singer Lewak.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     New Frontier Media will furnish to the Securities and Exchange Commission a
definitive Proxy Statement (the "Proxy Statement") not later than 120 days after
the close of the fiscal year ended March 31, 2003. The information required by
this item is incorporated herein by reference to the Proxy Statement. Also see
"Executive Officers of the Registrant" in Part I of this form.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference
to the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference
to the Proxy Statement except for the following equity compensation plan
information:

                      EQUITY COMPENSATION PLAN INFORMATION




                                                                                    NUMBER OF SECURITIES
                                         NUMBER OF                                  REMAINING AVAILABLE FOR
                                       SECURITIES TO BE                             FUTURE ISSUANCE UNDER
                                        ISSUED UPON           WEIGHTED-AVERAGE      EQUITY COMPENSATION
                                        EXERCISE OF           EXERCISE PRICE OF     PLANS (EXCLUDING
                                         OUTSTANDING          OUTSTANDING              SECURITIES
                                        OPTIONS, WARRANTS     OPTIONS, WARRANTS     REFLECTED IN COLUMN (A))
           PLAN CATEGORY                 AND RIGHTS           AND RIGHTS
- ------------------------------------    -----------------     -----------------     ------------------------
                                               (A)                   (B)                      (C)
                                                                           
Equity compensation plans approved
  by security holders...............        3,565,956               $2.73                   1,349,500
Equity compensation plans not
  approved by security holders......        3,957,308               $3.61                          --
                                            ---------               -----                  ----------
Total...............................        7,523,264               $3.19                   1,349,500
                                            =========               =====                  ==========


MATERIAL FEATURES OF EACH NON-SECURITY HOLDER-APPROVED PLAN

     The 3,957,308 shares issuable upon plans that were not approved by security
holders are all issuable upon the exercise of individual warrant grants without
any warrant plan. Each grant of warrants was made in connection with consulting
services, debt financing or content license agreements. All the warrants
currently expire by no later than 2009 unless earlier exercised.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference
to the Proxy Statement.

ITEM 14. CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its Securities and
Exchange ("SEC") reports is recorded,

                                       41

processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including its President and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, as the Company's are designed to do, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

     During the 90-day period prior to the date of this report, an evaluation
was performed under the supervision and with the participation of the Company's
management, including the President and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon that evaluation, the President and Chief Financial
Officer concluded that the Company's controls and procedures were effective.

     Subsequent to the date of this evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, and no corrective actions taken with regard
to significant deficiencies or material weaknesses in such controls.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required by this item is incorporated herein by reference
to the Proxy Statement.

ITEM 16. EXHIBITS AND REPORTS ON FORM 8-K.

The following documents are filed as part of this report:

1) FINANCIAL STATEMENTS

   The financial statements listed in the Table of Contents to Consolidated
   Financial Statements are filed as part of this report.

2) FINANCIAL STATEMENT SCHEDULES -- All schedules have been included in the
   Consolidated Financial Statements or Notes thereto.

3) EXHIBITS



   EXHIBITS
   NUMBER                                       DESCRIPTION
   ------    ---------------------------------------------------------------------------------
          
    3.01     --Articles of Incorporation of Company, with Amendment1
    3.02     --First Amended ByLaws of Company1
    4.01     --Form of Common Stock Certificate1
    4.02     --Certificate of Designations, Preferences, and Rights of Class A Redeemable
               Preferred Stock5
    4.03     --Class B Securities Purchase Agreement9
    4.04     --Certificate of Designations, Preferences, and Rights of Class B Redeemable
               Preferred Stock9
   10.01     --Asset Purchase Agreement Among the Company, CSB, Fifth Dimension Communications
               (Barbados) Inc., and Merlin Sierra, Inc.1
   10.02     --Asset Purchase Agreement Among the Company, CSB, and 1043133 Ontario Inc.1
   10.03     --Asset Purchase Agreement Among the Company, CSB, and 1248663 Ontario Inc.1
   10.04     --Office Lease Agreement, dated August 12, 1998, for premises at 5435 Airport
               Boulevard, Boulder CO.2
   10.05     --Content License Agreement with Pleasure Productions LLC2
   10.06     --Stock Purchase Agreement by and between Edward J. Bonn, Bradley A. Weber, and
               Jerry D. Howard and the Company, dated August 19, 19993


                                       42



   EXHIBITS
   NUMBER                                       DESCRIPTION
   ------    ---------------------------------------------------------------------------------
          
   10.07     --Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet
               Concerning Skynet Transponder Service6
   10.08     --Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet
               Concerning Skynet Space Segment Service6
   10.09     --Amendment No. 1 to Agreement between Colorado Satellite Broadcasting, Inc. and
               Loral Skynet Concerning Skynet Space Segment Service6
   10.10     --Teleport Services Agreement Between Colorado Satellite Broadcasting, Inc. and
               Williams Vyvx Services6
   10.11     --Amendment No. 1 to Teleport Services Agreement Between Colorado Satellite
               Broadcasting, Inc. and Williams Vyvx Services6
   10.12     --Amendment No. 2 to Teleport Services Agreement Between Colorado Satellite
               Broadcasting, Inc. and Williams Vyvx Services6
   10.13     --Amendment No. 3 to Teleport Services Agreement Between Colorado Satellite
               Broadcasting, Inc. and Williams Vyvx Services6
   10.14     --Employment Agreement between New Frontier Media, Inc. and Karyn L. Miller 6
   10.15     --License Agreement between Colorado Satellite Broadcasting, Inc. and Metro
               Global Media, Inc. 6
   10.16     --Employment Agreement between Ken Boenish and New Frontier Media, Inc. 7
   10.17     --Amendment IV to Teleport Services Agreement Between Colorado Satellite
               Broadcasting, Inc. and Williams Vyvx Services7
   10.18     --Amendment Number Two to the Agreement between Colorado Satellite Broadcasting,
               Inc. and Loral Skynet Concerning Skynet Space Segment Service7
   10.19     --Amendment Number 1 between Colorado Satellite Broadcasting, Inc. and Loral
               Skynet Concerning Skynet Transponder Service8
   10.20     --Employment Agreement between Michael Weiner and New Frontier Media, Inc. 9
   10.21     --Separation and Consulting Agreement between Mark Kreloff and New Frontier
               Media, Inc. 9
   14.00     --Code of Ethics for New Frontier Media, Inc.'s Financial Management 9
   21.01     --Subsidiaries of the Company 4
   23.01     --Consent of Grant Thornton LLP 9
   23.02     --Consent of Singer Lewak Greenbaum & Goldstein LLP 9
   99.01     --Certification by President Michael Weiner pursuant to U.S.C. Section 1350, as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 9
   99.02     --Certification by CFO Karyn Miller pursuant to U.S.C. Section 1350, as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 9
   99.03     --Certification by President Michael Weiner pursuant to U.S.C. Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 9
   99.04     --Certification by CFO Karyn Miller pursuant to U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 9


1 Incorporated by reference to the Company's Registration Statement on Form SB-2
  (File No. 333-35337)

2 Incorporated by reference to the Company's Annual Report on Form 10-KSB for
  the year ended March 31, 1999.

3 Incorporated by reference to the Company's Proxy Statement Form 14A filed on
  October 13, 1999.

                                       43

4 Incorporated by reference to the Company's Annual Report on Form 10-KSB for
  the year ended March 31, 2000.

5 Incorporated by reference to the Company's Annual Report on Form 10-K for the
  year ended March 31, 2002.

6 Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
  the quarter ended June 30, 2002.

7 Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
  the quarter ended September 30, 2002.

8 Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
  the quarter ended December 31, 2002.

9 Included with the Company's Annual Report filed on Form 10-K for the year
  ended March 31, 2003

REPORTS ON FORM 8-K

     The Company filed a report on Form 8-K on February 18, 2003 regarding the
resignation of its Chairman and Chief Executive Officer, Mark Kreloff.

                                       44

                                   SIGNATURES

     In accordance with the requirements of Section 13 or 15(d) of the Exchange
Act, New Frontier Media has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized. NEW FRONTIER MEDIA, INC.

                                          /s/ Michael Weiner
                                          Michael Weiner
                                          President

     In accordance with the requirements of the Exchange Act, this report is
signed below by the following persons on behalf of New Frontier Media in the
capacities and on the dates indicated.



               NAME AND CAPACITY                                      DATE
- -----------------------------------------------   --------------------------------------------

                                               
/s/ MICHAEL WEINER                                June 27, 2003
 ..............................................
Name: Michael Weiner
Title: President
(Principal Executive Officer)

/s/ KARYN MILLER                                  June 27, 2003
 ..............................................
Name: Karyn Miller
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

                                                  June 27, 2003
 ..............................................
Name: Mark Kreloff
Title: Director

/s/ MELISSA HUBBARD                               June 27, 2003
 ..............................................
Name: Melissa Hubbard
Title: Director

/s/ ALAN ISAACMAN                                 June 27, 2003
 ..............................................
Name: Alan Isaacman
Title: Director

/s/ HIRAM WOO                                     June 27, 2003
 ..............................................
Name: Hiram Woo
Title: Director

/s/ DAVID NICHOLAS                                June 27, 2003
 ..............................................
Name: David Nicholas
Title: Director

/s/ SKENDER FANI                                  June 27, 2003
 ..............................................
Name: Skender Fani
Title: Director




                                       45

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                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                               TABLE OF CONTENTS



                                                                             PAGE
                                                                         ------------

                                                                      
          Reports of Independent Certified Public Accountants..........      F-2

          Independent Auditor's Report.................................      F-3

          Consolidated Balance Sheets..................................      F-4

          Consolidated Statements of Operations........................      F-6

          Consolidated Statements of Comprehensive Income (Loss).......      F-7

          Consolidated Statements of Changes in Shareholders' Equity...      F-8

          Consolidated Statements of Cash Flows........................      F-9

          Notes to Consolidated Financial Statements...................      F-11

          SUPPLEMENTAL INFORMATION

          Valuation and Qualifying Accounts -- Schedule II.............      F-34


                                      F-1

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
  NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheets of New Frontier
Media, Inc. and Subsidiaries as of March 31, 2003 and March 31, 2002, and the
related consolidated statements of operations, comprehensive income,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the New
Frontier Media, Inc. and Subsidiaries as of March 31, 2003 and March 31, 2002,
and the consolidated results of their operations and their cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

As discussed in Note 1 to the consolidated financial statements, New Frontier
Media, Inc. and Subsidiaries adopted Statement of Financial Accounting Standards
No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible Assets," on January 1,
2002.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule included in the accompanying
supplementary information section is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. For the years ended March 31, 2003 and 2002, this schedule
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

GRANT THORNTON LLP

New York, New York
May 30, 2003 (except for Note 19, as to which
  the date is June 12, 2003)

                                      F-2

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
New Frontier Media, Inc. and Subsidiaries

We have audited the consolidated statements of operations, comprehensive income
(loss), stockholders' equity and cash flows for the year ended March 31, 2001 of
New Frontier Media, Inc. and Subsidiaries. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of their operations and their cash
flows for the year ended March 31, 2001 of New Frontier Media, Inc. and
Subsidiaries in conformity with accounting principles generally accepted in the
United States of America.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental Valuation and Qualifying Accounts
- -Schedule II is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not a part of the basic consolidated
financial statements. For the year ended March 31, 2001, such information has
been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
May 18, 2001

                                      F-3

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                   (IN 000S)

                                     ASSETS



                                                                               MARCH 31,
                                                                          --------------------
                                                                           2003         2002
                                                                          -------      -------
                                                                                 
CURRENT ASSETS:
  Cash and cash equivalents...........................................    $ 4,264      $ 5,798
  Accounts receivable, net of allowance for doubtful
     accounts of $90 and $369 respectively............................      5,680        4,253
  Prepaid expenses....................................................        610          754
  Deferred tax asset..................................................         --        2,846
  Due from related party..............................................         --           47
  Other...............................................................        452        1,037
                                                                          -------      -------
          TOTAL CURRENT ASSETS........................................     11,006       14,735
                                                                          -------      -------

PROPERTY AND EQUIPMENT, net...........................................      3,951        8,230
                                                                          -------      -------

OTHER ASSETS:
  Prepaid distribution rights, net....................................     11,520       11,361
  Goodwill............................................................      3,743        3,743
  Other identifiable intangible assets, net...........................      1,124        3,241
  Deposits............................................................        567          822
  Deferred tax asset..................................................         --        2,405
  Other...............................................................      3,114        3,595
                                                                          -------      -------
          TOTAL OTHER ASSETS..........................................     20,068       25,167
                                                                          -------      -------
          TOTAL ASSETS................................................    $35,025      $48,132
                                                                          =======      =======


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-4

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                        (IN 000S EXCEPT PER SHARE DATA)

                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                                               MARCH 31,
                                                                          --------------------
                                                                           2003         2002
                                                                          -------      -------
                                                                                 
CURRENT LIABILITIES:
  Accounts payable....................................................    $ 2,606      $ 2,170
  Current portion of obligations under capital lease..................        996        1,615
  Deferred revenue....................................................      2,223        2,919
  Reserve for chargebacks/credits.....................................         74          339
  Current portion of notes payable....................................         --        3,000
  Accrued restructuring expense.......................................      1,304        1,851
  Other accrued liabilities...........................................      1,151        1,297
                                                                          -------      -------
          TOTAL CURRENT LIABILITIES...................................      8,354       13,191
                                                                          -------      -------

LONG-TERM LIABILITIES:
  Obligations under capital leases, net of current portion............        465        1,005
  Other...............................................................         --            8
                                                                          -------      -------
          TOTAL LONG-TERM LIABILITIES.................................        465        1,013
                                                                          -------      -------
          TOTAL LIABILITIES...........................................      8,819       14,204
                                                                          -------      -------

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK............................................      3,750           --
                                                                          -------      -------

SHAREHOLDERS' EQUITY:
  Common stock, $.0001 par value, 50,000,000 shares authorized,
     21,322,816 and 21,246,916 shares issued and outstanding,
     respectively.....................................................          2            2
  Preferred stock, $.10 par value, 5,000,000 shares authorized:
     Class A, no shares issued and outstanding........................         --           --
     Class B, no shares issued and outstanding........................         --           --
  Additional paid-in capital..........................................     45,943       45,626
  Accumulated other comprehensive loss................................         --         (106)
  Accumulated deficit.................................................    (23,489)     (11,594)
                                                                          -------      -------
          TOTAL SHAREHOLDERS' EQUITY..................................     22,456       33,928
                                                                          -------      -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............................    $35,025      $48,132
                                                                          =======      =======


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-5

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        (IN 000S EXCEPT PER SHARE DATA)



                                                                     YEAR ENDED MARCH 31,
                                                             ------------------------------------
                                                               2003          2002          2001
                                                             --------      --------      --------
                                                                                
NET SALES................................................    $ 36,747      $ 52,435      $ 58,638
COST OF SALES............................................      18,197        25,634        29,589
                                                             --------      --------      --------
GROSS MARGIN.............................................      18,550        26,801        29,049
                                                             --------      --------      --------
OPERATING EXPENSES:
  Sales and marketing....................................       6,135         7,906         8,715
  General and administrative.............................      12,837        15,729        17,155
  Impairment expense.....................................       1,341            --            --
  Goodwill amortization..................................          --           636           636
  Restructuring expense..................................       3,230         3,158            --
                                                             --------      --------      --------
          TOTAL OPERATING EXPENSES.......................      23,543        27,429        26,506
                                                             --------      --------      --------
          OPERATING INCOME (LOSS)........................      (4,993)         (628)        2,543
                                                             --------      --------      --------

OTHER INCOME (EXPENSE):
  Interest income........................................          62           193           219
  Interest expense.......................................      (1,633)       (1,842)       (1,167)
  Litigation reserve.....................................          --         1,680        (2,019)
  Loss on write-off of stock.............................        (118)           --          (507)
  Other..................................................          58           341            --
                                                             --------      --------      --------
          TOTAL OTHER INCOME (EXPENSE)...................      (1,631)          372        (3,474)
                                                             --------      --------      --------
LOSS BEFORE MINORITY INTEREST AND INCOME TAXES...........      (6,624)         (256)         (931)
                                                             --------      --------      --------
  Minority interest in loss of subsidiary................          --          (171)          115
                                                             --------      --------      --------
LOSS BEFORE PROVISION FOR
  INCOME TAXES...........................................      (6,624)         (427)         (816)
  Benefit (provision) for income taxes...................      (5,271)         (155)        4,140
                                                             --------      --------      --------
NET INCOME (LOSS)........................................    $(11,895)     $   (582)     $  3,324
                                                             ========      ========      ========
Basic income (loss) per share............................    $  (0.56)     $  (0.03)     $   0.16
                                                             ========      ========      ========
Diluted income (loss) per share..........................    $  (0.56)     $  (0.03)     $   0.14
                                                             ========      ========      ========


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-6

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (IN 000'S)



                                                                     YEAR ENDED MARCH 31,
                                                             ------------------------------------
                                                               2003          2002          2001
                                                             --------      --------      --------
                                                                                
  Net income (loss)......................................    $(11,895)     $   (582)     $  3,324
  Other comprehensive loss
     Unrealized loss on available-for-sale marketable
       securities,
       net of tax........................................          --           (13)         (162)
                                                             --------      --------      --------
          Total comprehensive income (loss)..............    $(11,895)     $   (595)     $  3,162
                                                             ========      ========      ========


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-7

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                          (IN 000S EXCEPT SHARE DATA)



                                                   COMMON STOCK                        ACCUMULATED
                                                 $.0001 PAR VALUE        ADDITIONAL      OTHER
                                              ----------------------      PAID-IN      COMPREHENSIVE    ACCUMULATED
                                                SHARES       AMOUNTS      CAPITAL        LOSS            DEFICIT         TOTAL
                                              ----------     -------     ----------    -------------    -----------    ----------
                                                                                                     
BALANCES, March 31, 2000...................   20,524,636      $   2       $ 35,335         $(438)        $ (14,336)     $ 20,563
 Conversion of series C Preferred stock
   plus accrued interest into common
   stock...................................      690,420         --          4,325                                         4,325
 Exercise of stock options/warrants........      282,500         --            430                                           430
 Nasdaq settlement.........................     (589,136)        --          1,300                                         1,300
 Issuance of stock/warrants for other......       30,000         --            262                                           262
 Issuance of warrants for debt offering....                      --            809                                           809
 Issuance of warrants for equity raising...                      --            236                                           236
 Issuance of warrants for consulting.......                      --            439                                           439
 Issuance of warrants for prpd interest....                      --            369                                           369
 Tax benefit related to exercise of
   non-statutory stock options.............                      --            424                                           424
 Unrealized losses on available-for-sale
   securities..............................                                                 (162)                           (162)
 Permanent impairment to investment........                                                  507                             507
 Net income................................                                                                  3,324         3,324
                                              ----------      -----       --------         -----         ---------      --------
BALANCES, March 31, 2001...................   20,938,420          2         43,929           (93)          (11,012)       32,826
 Exercise of stock options/warrants........      168,693         --            306                                           306
 Issuance of warrants for consulting.......           --         --            145                                           145
 Issuance of stock for other...............       54,466         --            151                                           151
 Issuance of stock for purchase of
   subscriber base.........................       94,137         --            250                                           250
 Issuance of warrants for license
   agreement...............................           --         --            861                                           861
 Retirement of stock.......................       (8,800)        --            (16)                                          (16)
 Unrealized losses on available-for-sale
   securities..............................                                                  (13)                            (13)
 Net loss..................................                                                                   (582)         (582)
                                              ----------      -----       --------         -----         ---------      --------
BALANCES, March 31, 2002...................   21,246,916          2         45,626          (106)          (11,594)       33,928
 Exercise of stock options/warrants........       75,900         --            111                                           111
 Permanent impairment to investment........                                                  106                             106
 Issuance of warrants for consulting.......                      --             72                                            72
 Legal settlement..........................                      --            134                                           134
 Net loss..................................                                                                (11,895)      (11,895)
                                              ----------      -----       --------         -----         ---------      --------
BALANCES, March 31, 2003...................   21,322,816      $   2       $ 45,943         $  --         $ (23,489)     $ 22,456
                                              ==========      =====       ========         =====         =========      ========


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-8

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN 000S)



                                                                       YEAR ENDED MARCH 31,
                                                                  ------------------------------
                                                                    2003       2002       2001
                                                                  --------    -------    -------
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)..............................................   $(11,895)   $  (582)   $ 3,324
     Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
     Conversion of interest to common stock....................        115        336        233
     Accretion of interest.....................................         --         --         69
     Stock/warrants issued for services and legal settlement...        490        410        122
     Non-cash compensation.....................................         10         --         --
     Amortization of deferred debt offering costs..............        305        555        139
     Depreciation and amortization.............................      7,479      8,867      6,231
     Asset impairment related to restructuring charge..........      2,676      1,087         --
     Asset impairment..........................................      1,341         --         --
     Deferred income taxes.....................................      5,251        114     (4,615)
     Increase (decrease) in legal reserve......................         --     (2,500)     2,500
     Minority interest in subsidiary...........................         --        171       (115)
     Write-off of marketable securities -- available for
       sale....................................................        118         --        507
     Tax benefit related to the exercise of non-statutory stock
       options.................................................         --         --        424
     (Increase) Decrease in operating assets
            Accounts receivable................................     (1,427)     1,494     (2,752)
            Receivables and prepaid expenses...................        252      1,441       (546)
            Prepaid distribution rights........................     (4,177)    (4,841)    (4,775)
            Other assets.......................................        689       (369)      (961)
     Increase (Decrease) in operating liabilities
            Accounts payable...................................        436        538        553
            Deferred revenue, net..............................       (696)      (940)      (139)
            Reserve for chargebacks/credits....................       (265)      (104)       (10)
            Accrued restructuring cost.........................       (438)     1,851         --
            Other accrued liabilities..........................       (211)    (1,718)       377
                                                                  --------    -------    -------
               NET CASH PROVIDED BY
                 OPERATING ACTIVITIES..........................         53      5,810        566
                                                                  --------    -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of furniture and equipment.......................       (667)    (2,772)    (2,860)
     Purchase of domain names..................................         --        (33)    (1,649)
     Purchase of subscriber base...............................         --       (500)        --
                                                                  --------    -------    -------
          NET CASH USED IN INVESTING ACTIVITIES................       (667)    (3,305)    (4,509)
                                                                  --------    -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on capital lease obligations.....................     (1,696)    (2,099)    (1,327)
     Repayment (issuance) of related party notes receivable....          6        (10)      (885)
     Proceeds from (repayments of) notes payable...............     (2,000)    (3,000)     6,000
     Issuance of common stock..................................        245        235      1,733
     Issuance of Class A preferred stock.......................      2,750         --         --
     Payment on distribution payable...........................         --         --       (672)
     Increase in debt offering cost............................       (225)        --        (68)
                                                                  --------    -------    -------
          NET CASH (USED IN) PROVIDED BY FINANCING
            ACTIVITIES.........................................       (920)    (4,874)     4,781
                                                                  --------    -------    -------


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-9

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (IN 000S)



                                                                       YEAR ENDED MARCH 31,
                                                                   -----------------------------
                                                                    2003       2002       2001
                                                                   -------    -------    -------
                                                                                
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............   $(1,534)   $(2,369)   $   838
CASH AND CASH EQUIVALENTS, beginning of year....................     5,798      8,167      7,329
                                                                   -------    -------    -------
CASH AND CASH EQUIVALENTS, end of year..........................   $ 4,264    $ 5,798    $ 8,167
                                                                   =======    =======    =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid..............................................   $   949    $   948    $   620
                                                                   =======    =======    =======
     Income taxes paid..........................................   $    20    $    52    $    --
                                                                   =======    =======    =======
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
     Purchase of equipment via capital lease obligation.........   $   537    $ 2,225    $ 1,783
                                                                   =======    =======    =======
     Common stock/warrants issued for prepaid distribution right
       license..................................................   $    --    $    --    $    77
                                                                   =======    =======    =======
     Warrants issued for equity raising.........................   $  (196)   $    --    $   236
                                                                   =======    =======    =======
     Warrants issued for debt raising...........................   $  (187)   $    --    $   810
                                                                   =======    =======    =======
     Common stock issued for investment.........................   $    --    $    --    $    90
                                                                   =======    =======    =======
     Warrants issued for prepaid interest.......................   $    --    $    --    $   369
                                                                   =======    =======    =======
     Reclassification from deposits to furniture and
       equipment................................................   $    --    $    --    $   251
                                                                   =======    =======    =======
     Conversion of redeemable preferred stock to common stock...   $    --    $    --    $ 4,325
                                                                   =======    =======    =======
     Common stock issued for subscriber base....................   $    --    $   250    $    --
                                                                   =======    =======    =======
     Conversion of notes payable to Class A Redeemable Preferred
       Stock....................................................   $ 1,000    $    --    $    --
                                                                   =======    =======    =======


    The accompanying notes are an integral part of the audited consolidated
                             financial statements.

                                      F-10

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

     New Frontier Media, Inc. ("New Frontier Media"), is a publicly traded
holding company for its operating subsidiaries. Colorado Satellite Broadcasting,
Inc. ("CSB"), d/b/a The Erotic Networks, ("TEN") is a leading provider of adult
programming to multi-channel television providers and low-powered direct-to-home
households. Through its networks Pleasure, TEN, TEN Clips, TEN Xtsy, TEN Blue,
TEN Blox, TEN Max and TEN BluePlus, TEN is able to provide a variety of editing
styles and programming mixes that appeal to a broad range of adult consumers.

     On October 27, 1999, New Frontier Media completed an acquisition of three
related Internet companies: Interactive Gallery, Inc. ("IGI"), Interactive
Telecom Network, Inc. ("ITN") and Card Transactions, Inc. ("CTI"). Under the
terms of the acquisition, which was accounted for as a pooling of interests, the
Company exchanged 6,000,000 shares of restricted common stock in exchange for
all of the outstanding common stock of IGI and ITN and 90% of CTI.

     IGI is a leading aggregator and reseller of adult content via the Internet.
IGI aggregates adult-recorded video, live-feed video and still photography from
adult content studios and distributes it via its membership websites and
Pay-Per-View feeds. In addition, IGI resells its aggregated content to
third-party web masters. ITN and CTI have been inactive since March 31, 2002.

PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
New Frontier Media, Inc. and its majority owned subsidiaries (collectively
hereinafter referred to as New Frontier Media or the Company). All intercompany
accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

     The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Estimates have been made by management in several areas,
including, but not limited to, the realizability of accounts receivable, accrued
restructuring expenses, the valuation of chargebacks and reserves, the valuation
allowance associated with deferred income tax assets and the expected useful
life and valuation of our prepaid distribution rights. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
could differ materially from these estimates.

RECLASSIFICATIONS

     Certain prior year amounts have been reclassified to conform to the current
year presentation.

CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days. The Company maintains cash deposits with major banks which from
time to time may exceed federally insured limits. The Company periodically
assesses the financial condition of the institutions and believes that the risk
of any loss is minimal.

                                      F-11

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of cash and cash equivalents, accounts receivable, accounts
payable, accrued expenses and other liabilities approximate their carrying value
due to their short maturities. The fair value of obligations under capital
leases and preferred stock approximate the carrying value and is estimated based
on the current interest rates offered to the Company for debt of similar
maturity.

ACCOUNTS RECEIVABLE

     The majority of the Company's accounts receivable are due from customers in
the cable and satellite industries. Credit is extended based on evaluation of a
customer's financial condition and collateral is not required. Accounts
receivable are stated at amounts due from customers net of an allowance for
doubtful accounts. Accounts outstanding longer than the contractual payment
terms are considered past due. The Company determines its allowance by
considering a number of factors, including the length of time accounts
receivable are past due, the Company's previous loss history, the customer's
current ability to pay its obligation to the Company, and the condition of the
general economy and the cable and satellite industries as a whole.

PREPAID DISTRIBUTION RIGHTS

     The Company's Subscription/PPV Group's film and content library consists of
newly produced and historical film licensing agreements. The Company accounts
for the licenses in accordance with FAS 63 Financial Accounting by Broadcasters.
Accordingly, the Company capitalizes the costs associate with the licenses and
amortizes the costs on a straight-line basis over the life of the licensing
agreement (usually 3 to 5 years). Pursuant to FAS 63 the costs associated with
the license agreements should be amortized based on the relative revenues earned
for each showing of the film. Management has determined that it is appropriate
to amortize these costs on a straight-line basis under the assertion that each
showing of the film is expected to generate similar revenues. The Company
regularly reviews and evaluates the appropriateness of amortizing film costs on
a straight-line basis and assesses if an accelerated method would more
appropriately reflect the revenue generation of the content. Through its
analysis, management has concluded that the current policy of recognizing the
costs incurred to license the film library on a straight-line basis most
accurately reflects the revenue generated by each showing of the film.

     Management periodically reviews the film library and assesses if the
unamortized cost approximates the fair market value of the films. In the event
that the unamortized costs exceed the fair market value of the film library, the
Company will expense the excess of the unamortized costs to reduce the carrying
value of the film library to the fair market value.

PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost less accumulated depreciation.
The cost of maintenance and repairs is charged to operations as incurred;
significant additions and betterments are capitalized. Depreciation is computed
using the straight-line method over the estimated useful life of the assets.

     The estimated useful lives of the assets are as follows:

                                                      
        Furniture and fixtures................................   3 to 5 years
        Computers, equipment and servers......................   2 to 5 years

        

     Leasehold improvements are amortized over the lives of the respective
leases or the service lives of the improvements, whichever is shorter.

                                      F-12

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill represents the excess of cost over the fair market value of net
assets acquired. Goodwill recorded in connection with an acquisition had been
amortized using the straight-line method over the estimated useful life of 10
years through March 31, 2002. The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets," at the beginning of 2002. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives not be amortized but instead be
tested for impairment annually.

     Other identifiable intangible assets primarily include amounts paid to
acquire domain names and customer lists. These costs are capitalized and
amortized on a straight-line basis over their estimated useful lives that range
from 3 to 7 years.

LONG-LIVED ASSETS

     The Company continually reviews long-lived assets and certain identifiable
intangibles held and used for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In evaluating the fair value and future benefits of such assets,
the Company performs an analysis of the anticipated undiscounted future net cash
flows of the individual assets over the remaining amortization period and
recognizes an impairment loss if the carrying value exceeds the expected future
cash flows. The impairment loss is measured based upon the difference between
the fair value of the asset and its recorded carrying value.

DEBT ISSUE COSTS

     Fees and warrants issued in connection with the issuance of notes payable,
preferred stock and letters of credit were capitalized and are being amortized
using the straight-line method over the term of the notes. As of March 31, 2003
and 2002, the Company capitalized debt issue costs of approximately $101,000 and
$368,000 net of accumulated amortization of approximately $482,000 and $661,000
respectively. These amounts are included in other assets on the balance sheet.

DEFERRED OFFERING COSTS

     Amounts paid for costs associated with an anticipated equity offering are
capitalized and will be recorded as a reduction to additional paid-in capital
upon the completion of the funding. As of March 31, 2003 and 2002, the Company
capitalized deferred offering costs of approximately $0 and $196,000,
respectively. These amounts are included in other assets on the balance sheet.

INCOME (LOSS) PER COMMON SHARE

     Basic income (loss) per share is computed on the basis of the weighted
average number of common shares outstanding. Diluted income (loss) per share is
computed on the basis of the weighted average number of common shares
outstanding plus the potential dilutive effect of outstanding warrants and stock
options using the "treasury stock" method.

REVENUE RECOGNITION

     Subscription/PPV TV Group's Cable/DBS revenues are recognized based on
pay-per-view buys and monthly subscriber counts reported each month by its cable
and DBS affiliates. The cable/DBS affiliates do not report actual monthly sales
for each of their systems to the Subscription/PPV TV Group until 45-60 days
after the month of service ends. This practice requires management to make
monthly revenue estimates based on the Subscription/PPV TV Group's historical
experience for each affiliated system. Revenue is subsequently adjusted to
reflect the actual amount earned upon receipt

                                      F-13

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

by the Subscription/PPV TV Group. Adjustments made to adjust revenue from
estimated to actual have historically been immaterial. Revenue from sales of
C-Band network subscriptions, ranging from one to fifteen months, is recognized
on a monthly basis over the term of the subscription. Revenue from internet
membership fees is recognized over the life of the membership, which range from
one month to one year. The Company provides an allowance for refunds based on
expected membership cancellations, credits and chargebacks. Revenue from
processing fees is recorded in the period services are rendered. A significant
portion of the Company's Internet sales are from the United States.
International sales were approximately $1,022,000, $3,101,000, and $5,411,000
for the years ended March 31, 2003, 2002 and 2001, respectively. Revenue from
advertising of products on the Company's PPV networks are recognized in the
month sold as reported by the Company's third party partners.

ADVERTISING COSTS

     The Company expenses advertising costs as incurred. Advertising costs for
the years ended March 31, 2003, 2002 and 2001 were approximately $1,573,000,
$2,529,000, and $3,448,000, respectively.

INSURANCE PROGRAMS

     In general, the Company is fully insured for costs of casualty claims and
partially self-insured for medical claims.

INCOME TAXES

     The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. The provision for income taxes
represents the tax payable for the period and the change during the period in
deferred tax assets and liabilities.

STOCK-BASED COMPENSATION

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," ("APB Opinion No. 25") and related
interpretations in accounting for its plans and complies with the disclosure
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"). Under APB Opinion No. 25,
compensation expense is measured as the excess, if any, of the fair value of the
Company's common stock at the date of the grant over the amount a grantee must
pay to acquire the stock. The Company's stock option plans enable the Company to
grant options with an exercise price not less than the fair value of the
Company's common stock at the date of the grant. Accordingly, no compensation
expense has been recognized in the accompanying consolidated statements of
operations for its stock-based compensation plans.

     Pro forma information regarding net income (loss) and income (loss) per
share is required by SFAS No. 123, "Accounting for Stock-Based Compensation" and
has been determined as if the Company had accounted for its employee stock
options under the fair value method of SFAS No. 123. The fair value for these
options was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted-average assumptions for the years
ended March 31, 2003, 2002 and 2001, respectively: risk free interest rates of
4.62% -5.93%, 4.75% -5.25% and 5.6%,

                                      F-14

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

respectively; dividend yields of 0%, 0%, and 0%, respectively; expected lives of
10 years, 3 years and 2.25 to 10 years, respectively; and expected volatility of
95%, 105% and 100%, respectively.

     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options vesting period. Adjustments are
made for options forfeited prior to vesting. The effect on compensation expense,
net income (loss), and net income (loss) per common share had compensation costs
for the Company's stock option plans been determined based on a fair value at
the date of grant consistent with the provisions of SFAS No. 123 for the years
ended March 31, 2003, 2002 and 2001 is as follows (in thousands, except share
data):



                                                          2003          2002         2001
                                                        --------      --------      -------
                                                                           
        Net income (loss)
             As reported.............................    (11,895)     $   (582)     $ 3,324
        Deduct:
             Total stock-based employee compensation
             expense determined under fair value
             based method for awards granted,
             modified, or settled, net of tax........       (937)       (1,698)      (1,584)
                                                        --------      --------      -------
             Pro forma...............................    (12,832)     $ (2,280)     $ 1,740
                                                        ========      ========      =======
        Basic earnings (loss) per common share
             As reported.............................   $  (0.56)     $  (0.03)     $  0.16
             Pro forma...............................   $  (0.60)     $  (0.11)     $  0.08
        Diluted earnings (loss) per common share
             As reported.............................   $  (0.56)     $  (0.03)     $  0.14
             Pro Forma...............................   $  (0.60)     $  (0.11)     $  0.08


COMPREHENSIVE INCOME

     The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in the financial statements. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and unrealized
gains and losses on available-for-sale securities.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." Statement No. 145 rescinds Statement No. 4, which required all
gains and losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of Statement No. 145, companies will be required to apply the criteria
in APB Opinion No. 30, "Reporting the Results of Operations -- reporting the
Effects of Disposal of a Segment of a Business,

                                      F-15

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and Extraordinary, Unusual and Infrequently Occurring Events and Transactions"
in determining the classification of gains and losses resulting from the
extinguishments of debt. The Company adopted the provisions of SFAS No. 145 upon
its effective date, which did not have a material impact on the consolidated
financial statements.

     In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("FAS 146"). FAS 146 nullifies the
accounting for restructuring costs provided in EITF Issue No. 94-3 "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." FAS 146
requires that a liability associated with an exit or disposal activity be
recognized and measured at fair value only when incurred. In addition, one-time
termination benefits should be recognized over the period employees will render
service, if the service period is beyond a minimum retention period. FAS 146 is
effective for exit or disposal activities initiated after December 31, 2002. The
application of the provisions of FAS 146 are reflected in Note 13.

     In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that a
liability be recorded on the guarantor's balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that an
entity has issued, including a reconciliation of changes in the entity's product
warranty liabilities. The initial recognition and initial measurement provisions
of FIN 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements of FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. The Company believes
that the adoption of this standard will not have a material impact on its
operations or financial position.

     In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation, Transition and Disclosure" ("FAS 148"). FAS 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. FAS 148
also requires that disclosures of the pro forma effect of using the fair value
method of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, FAS 148 requires disclosure
of the pro forma effect in interim financial statements. The transition and
annual disclosure requirements of FAS 148 are effective for fiscal years ended
after December 15, 2002. The interim disclosure requirements of FAS 148 are
effective for interim periods beginning after December 15, 2002. The Company
does not plan a change to the fair value based method of accounting for
stock-based employee compensation and has included the disclosure requirements
of SFAS No. 148 in the accompanying financial statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150"). This statement establishes standards for how an issuer
classifies and measures in its statement of financial position certain financial
instruments with characteristics of both liabilities and equity. In accordance
with the standard, financial instruments that embody obligations for the issuer
are required to be classified as liabilities. This Statement shall be effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. Upon adoption of SFAS No. 150 the Company will
reclassify its Redeemable Preferred Stock as a liability.

                                      F-16

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- INCOME (LOSS) PER SHARE

     The components of basic and diluted income (loss) per share are as follows
(in thousands):



                                                                     YEAR ENDED
                                                                     MARCH 31,
                                                          --------------------------------
                                                            2003        2002        2001
                                                          --------     -------     -------
                                                                          
      Net income (loss)...............................    $(11,895)    $  (582)    $ 3,324
                                                          ========     =======     =======
      Average outstanding shares of common stock......      21,319      21,128      20,702
      Dilutive effect of Warrants/Employee Stock
        Options.......................................          --          --       2,361
                                                          --------     -------     -------
      Common stock and common stock equivalents.......      21,319      21,128      23,063
                                                          ========     =======     =======
      Basic income (loss) per share...................    $  (0.56)    $ (0.03)    $  0.16
                                                          ========     =======     =======
      Diluted income (loss) per share.................    $  (0.56)    $ (0.03)    $  0.14
                                                          ========     =======     =======


     Options and warrants which were excluded from the calculation of diluted
earnings per share because the exercise prices of the options and warrants were
greater than the average market price of the common shares and/or because the
Company reported a net loss during the period were approximately 7,054,000,
7,489,000 and 3,339,000 for the years ended March 31, 2003, 2002 and 2001,
respectively. Inclusion of these options and warrants would be antidilutive.

NOTE 3 -- PROPERTY AND EQUIPMENT

     Property and equipment at March 31, consisted of the following (in
thousands):



                                                                         2003        2002
                                                                       --------    --------
                                                                             
    Furniture and fixtures.........................................    $    978    $  1,812
    Computers, equipment and servers...............................       7,295      14,088
    Leasehold improvements.........................................         967       1,007
                                                                       --------    --------
    Property and equipment, at cost................................       9,240      16,907
    Less accumulated depreciation..................................     (5,289)     (8,677)
                                                                       --------    --------
    PROPERTY AND EQUIPMENT, NET....................................    $  3,951    $  8,230
                                                                       ========    ========


     Depreciation expense was approximately $2,706,000, $3,997,000 and
$2,465,000 for the years ended March 31, 2003, 2002 and 2001, respectively.

NOTE 4 -- SEGMENT INFORMATION

     The Company has adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which establishes reporting and disclosure standards for an enterprise's
operating segments. Operating segments are defined as components of an
enterprise for which separate financial information is available and regularly
reviewed by the Company's senior management.

     The Company has the following two reportable segments:

     O Subscription/Pay-Per-View ("PPV") TV Group -- distributes branded adult
       entertainment programming networks through electronic distribution
       platforms including cable television, C-Band, and Direct Broadcast
       Satellite ("DBS")

     O Internet Group -- aggregates and resells adult content via the Internet.
       The Internet Group sells content to monthly subscribers as well as to
       various web masters.

                                      F-17

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The accounting policies of the reportable segments are the same as those
described in the summary of accounting policies. Segment profit (loss) is based
on income (loss) before minority interest and income taxes. The reportable
segments are distinct business units, separately managed with different
distribution channels.

     The following tables represent financial information by reportable segment
(in thousands):


                                                                        YEAR ENDED
                                                                         MARCH 31,
                                                             ---------------------------------
                                                              2003         2002         2001
                                                             -------      -------      -------
                                                                              
NET SALES
     Subscription/Pay-Per-View TV........................    $28,870      $29,118      $24,521
     Internet Group......................................      7,877       23,234       33,992
     Corporate Administration............................         --           83          125
                                                             -------      -------      -------
          Total..........................................    $36,747      $52,435      $58,638
                                                             =======      =======      =======
SEGMENT PROFIT (LOSS)
     Subscription/Pay-Per-View TV........................    $ 6,951      $ 6,132      $ 3,392
     Internet Group......................................     (5,082)      (1,432)       4,249
     Corporate Administration............................     (8,493)      (4,956)      (8,572)
                                                             -------      -------      -------
          Total..........................................    $(6,624)     $  (256)     $  (931)
                                                             =======      =======      =======
INTEREST INCOME
     Subscription/Pay-Per-View TV........................    $    --      $     7      $    19
     Internet Group......................................          1            5           24
     Corporate Administration............................         61          181          176
                                                             -------      -------      -------
          Total..........................................    $    62      $   193      $   219
                                                             =======      =======      =======
INTEREST EXPENSE
     Subscription/Pay-Per-View TV........................    $   140      $   176      $   132
     Internet Group......................................        296          391          319
     Corporate Administration............................      1,197        1,275          716
                                                             -------      -------      -------
          Total..........................................    $ 1,633      $ 1,842      $ 1,167
                                                             =======      =======      =======
DEPRECIATION AND AMORTIZATION
     Subscription/Pay-Per-View TV........................    $ 5,853      $ 5,302      $ 3,928
     Internet Group......................................      1,613        3,545        2,302
     Corporate Administration............................         13           20            1
                                                             -------      -------      -------
          Total..........................................    $ 7,479      $ 8,867      $ 6,231
                                                             =======      =======      =======



                                                                  YEAR ENDED
                                                                  MARCH 31,
                                                             --------------------
                                                              2003         2002
                                                             -------      -------
                                                                    
IDENTIFIABLE ASSETS
     Subscription/Pay-Per-View TV........................    $28,487      $27,334
     Internet Group......................................      4,067       11,029
     Corporate Administration............................     22,590       29,118
     Eliminations........................................    (20,119)     (19,349)
                                                             -------      -------
          Total..........................................    $35,025      $48,132
                                                             =======      =======


     Expenses related to corporate administration include all costs associated
with the operation of the public holding company, New Frontier Media, Inc., that
are not directly allocable to the Subscription/

                                      F-18

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PPV TV and Internet operating segments. These costs include, but are not limited
to, legal and accounting expenses, insurance, registration and filing fees with
NASDAQ and the SEC, investor relation costs, and printing costs associated with
the Company's public filings.

NOTE 5 -- RELATED PARTY TRANSACTIONS

     The Company carried out administrative and processing services for a
company in which a director had an interest. The Company recognized revenue of
$32,330 and $48,363 during the years ended March 31, 2002 and 2001,
respectively, by charging a processing fee of 3% of the related party's revenue.
The Company discontinued providing these services at the beginning of fiscal
2003.

     Amounts due from related parties for the years ended March 31, 2003 and
2002 aggregated to $0 and $46,500, respectively. During the year ended March 31,
2002, the Company gave a related party an advance of $46,500, which is
non-interest-bearing. This advance was settled during the year ended March 31,
2003 with a stock transaction.

NOTE 6 -- INCOME TAXES

     The components of the income tax provision (benefit) for the years ended
March 31 were as follows:



                                                                 (IN 000S)     (IN 000S)     (IN 000S)
                                                                   2003         2002           2001
                                                                 ---------     ---------     ---------
                                                                                    
Current
  Federal....................................................     $    --        $  --             21
  State......................................................          20           41              8
                                                                  -------        -----        -------
     Total Current...........................................          20           41             29
                                                                  -------        -----        -------
Deferred
  Federal....................................................       5,251         (131)        (4,240)
  State......................................................          --          245           (353)
                                                                  -------        -----        -------
     Total Deferred..........................................       5,251          114         (4,593)
                                                                  -------        -----        -------
Additional paid-in capital...................................          --           --            424
                                                                  -------        -----        -------
          TOTAL..............................................     $ 5,271        $ 155        $(4,140)
                                                                  =======        =====        =======


     A reconciliation of the expected income tax (benefit) computed using the
federal statutory income tax rate to the Company's effective income tax rate is
as follows for the years ended March 31:



                                                                   2003        2002        2001
                                                                  -------     -------     -------
                                                                                 
Income tax computed at federal statutory tax rate.............      (34.0)%     (34.0)%     (34.0)%
State taxes, net of federal benefit...........................         .1       42.67        (3.4)
Change in valuation allowance.................................     108.86          --      (367.8)
Non-deductible items..........................................        4.1       30.59        12.8
Other.........................................................        .51       (2.97)      (54.9)
                                                                  -------     -------     -------
          TOTAL...............................................      79.57%      36.29%     (447.3)%
                                                                  =======     =======     =======


                                      F-19

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Significant components of the Company's deferred tax liabilities and assets
as of March 31 are as follows:



                                                                 (IN 000S)     (IN 000S)     (IN 000S)
                                                                   2003          2002          2001
                                                                 ---------     ---------     ---------
                                                                                    
Deferred tax liabilities:
  Depreciation...............................................     $  (938)      $  (964)      $  (989)
  Change in accounting method................................         (32)          (26)          (19)
                                                                  -------       -------       -------
     Total deferred tax liabilities                                  (970)         (990)       (1,008)
                                                                  -------       -------       -------
Deferred tax assets:
  Net operating loss carryforward............................       4,591         2,534         2,413
  Deferred revenue...........................................         823         1,168         1,650
  Accrued restructuring reserve..............................         483           683            --
  Impairment of long lived assets............................       1,002           288            --
  Loss on write-off of stock.................................         232           203           203
  Allowance for doubtful accounts and reserve for sales
     returns.................................................          61           279           322
  Goodwill...................................................         371           377           289
  Litigation reserve.........................................          --            --         1,071
  Capital loss carryforward..................................         157           170           400
  Other......................................................         461           539            25
                                                                  -------       -------       -------
     Total deferred tax assets                                      8,181         6,241         6,373
Total deferred tax assets and liabilities....................       7,211         5,251         5,365
Valuation allowance for deferred tax assets and
  liabilities................................................      (7,211)           --            --
                                                                  -------       -------       -------
  NET DEFERRED TAX ASSET.....................................       $   0       $ 5,251       $ 5,365
                                                                  =======       =======       =======


     The valuation allowance for deferred tax assets was increased by $7,211,000
during 2003.

     The Company has unused net operating loss carryforwards of approximately
$13,300,000 for income tax purposes, which expire through 2023. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amount used for income tax purposes.

     The Company has deferred tax assets that have arisen primarily as a result
of operating losses incurred and other temporary differences between book and
tax accounting. Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes," requires the establishment of a valuation allowance when,
based on an evaluation of objective evidence, there is a likelihood that some
portion or all of the deferred tax assets will not be realized. The Company
continually reviews the adequacy of the valuation allowance for deferred tax
assets. During the year ended March 31, 2003, the Company determined that it is
more likely than not that its deferred tax assets will not be realized and
accordingly has recorded income tax expense and a valuation allowance against
the net deferred tax assets of $7.2 million. If the Company generates future
taxable income against which these tax attributes may be applied, some portion
or all of the valuation allowance would be reversed and a corresponding increase
in net income would be reported in future periods.

     Internal Revenue Code Section 382 places a limitation on the utilization of
Net Operating Loss ("NOL") carryforwards when an ownership change, as defined in
the tax law, occurs. Generally, an ownership change occurs when there is a
greater than 50 percent change in ownership. If such change should occur, the
actual utilization of NOL carryforwards, for tax purposes, would be limited
annually to a percentage of the fair market value of the Company at the time of
such change.

                                      F-20

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 7 -- STOCK OPTIONS AND WARRANTS

STOCK OPTION PLANS

     The Company has adopted four stock option plans: the 1998 Incentive Stock
Option Plan, the 1999 Incentive Stock Option Plan, the Millennium Incentive
Stock Option Plan and the 2001 Incentive Stock Option Plan (collectively
referred to as the "ISO Plans").

     Under the ISO Plans options may be granted by the Compensation Committee to
officers, employees, and directors. Options granted under the ISO Plans may
either be incentive stock options or non-qualified stock options. The maximum
number of shares of common stock subject to options of any combination that may
be granted during any 12-consecutive-month period to any one individual is
limited to 250,000 shares. Incentive stock options may only be issued to
employees of the Company or subsidiaries of the Company. The exercise price of
the options is determined by the Compensation Committee, but in the case of
incentive stock options, the exercise price may not be less than 100% of the
fair market value on the date of grant.

     No incentive stock option may be granted to any person who owns more than
10% ("10% Shareholders") of the total combined voting power of all classes of
the Company's stock unless the exercise price is at least equal to 110% of the
fair market value on the date of grant. No incentive stock options may be
granted to an optionee if the aggregate fair market value of the stock with
respect to which incentive stock options are exercisable by the optionee in any
calendar year under all such plans of the Company and its affiliates exceeds
$100,000. Options may be granted under each ISO Plan for terms of up to 10
years, except for incentive stock options granted to 10% Shareholders, which are
limited to five-year terms.

     The aggregate number of shares that may be issued under each plan is as
follows:

                                                      
        1998 Incentive Stock Plan.............................      750,000
        1999 Incentive Stock Plan.............................    1,500,000
        Millennium Incentive Stock Plan.......................    2,500,000
        2001 Incentive Stock Plan.............................      500,000

        

     The ISO Plans were adopted to provide the Company with a means to promote
the long-term growth and profitability of the Company by:

      i) Providing key people with incentives to improve stockholder value and
         to contribute to the growth and financial success of the Company.

     ii) Enabling the Company to attract, retain, and reward the best available
         people for positions of substantial responsibility.

CONSULTANT STOCK PLANS

     The Company adopted two Consultant Stock Plans: the 1999 Consultant Stock
Plan and the Millennium Consultant Stock Plan (the "Consultant Stock Plans").

     Under the Consultant Stock Plans awards may be granted by the Board of
Directors, who have sole discretion. The maximum number of shares of common
stock to which awards may be granted under each of the Consultant Stock Plans is
500,000 shares. The Consultant Plans are for a term of up to 10 years and the
Board of Directors may suspend or terminate it at any time or from time to time.
However, no such action shall adversely affect the rights of a person awarded a
grant under the Consultant Stock Plans prior to that date.

                                      F-21

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Consultant Stock Plans were adopted to further the growth of the
Company and its subsidiaries by allowing the Company to compensate consultants
and certain other people providing bona fide services to the Company.

COMMON STOCK WARRANTS

     Common stock warrants have been issued in connection with the acquisition
of assets, the acquisition of license agreements, and legal settlements. The
following table describes certain information relating to these warrants.



                          EXPIRATION DATE                               WARRANTS    EXERCISE PRICE
- --------------------------------------------------------------------   ----------   ---------------
                                                                              
February, 2004......................................................      700,000        $1.12
July, 2004..........................................................      100,000        $7.88
September, 2004.....................................................      400,000        $5.00
September, 2004.....................................................      360,000        $7.87
                                                                       ----------
     Total selected warrants........................................    1,560,000
                                                                       ==========


WARRANTS

     1) During the year ended March 31, 2002, the Company issued 20,000 warrants
to purchase common stock. The warrants were issued in exchange for consulting
services. The warrants were valued at $27,400, which was expensed during the
year ended March 31, 2002. The warrants expire in April 2004.

     2) During the year ended March 31, 2002, the Company issued 25,000 warrants
to purchase common stock. The warrants were issued in exchange for consulting
services. The warrants were valued at $41,000, which was expensed during the
year ended March 31, 2002. The warrants expire in April 2007.

     3) During the year ended March 31, 2002, the Company issued 20,000 warrants
to purchase common stock. The warrants were issued in exchange for consulting
services. The warrants were valued at $34,600, which was expensed during the
year ended March 31, 2002. The warrants expire in May 2007.

     4) During the year ended March 31, 2002, the Company issued 40,000 warrants
to purchase common stock. The warrants were issued in exchange for consulting
services. The warrants were valued at $42,000, which $31,500 and $10,500 was
expensed during the years ended March 31, 2002 and 2003, respectively. The
warrants expire in June 2004.

     5) During the year ended March 31, 2003, the Company issued 50,000 warrants
to purchase common stock. The warrants were issued in exchange for consulting
services. The warrants were valued at $72,000, which approximately $61,000 was
expensed during the year ended March 31, 2003. The warrants expire May 2007.

                                      F-22

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                              SUMMARY INFORMATION

     The following table describes certain information related to the Company's
compensatory stock option and warrant activity for the years ending March 31,
2003, 2002, and 2001:



                                                                                               APPROXIMATE
                                                                                 WEIGHTED-      WEIGHTED-
                                                                                 AVERAGE         AVERAGE
                          STOCK                                    EXERCISE      EXERCISE     FAIR VALUE OF
                         OPTIONS       WARRANTS       TOTAL       PRICE RANGE     PRICE       OPTIONS GRANTED
                        ----------    ----------    ----------    -----------    ---------    ---------------
                                                                            
Balances at March 31,
  2000...............    2,190,075     2,200,640     4,390,715    $1.00-10.50      $3.61
     Granted.........    2,425,250     1,800,308     4,225,558    $2.00-10.25      $2.66        $      1.00
     Exercised.......      (78,658)     (207,000)     (285,658)   $ 1.00-4.50      $0.92
     Forfeited.......     (199,784)     (230,000)     (429,784)   $2.00-10.50      $0.49
                        ----------    ----------    ----------
Balances at March 31,
  2001...............    4,336,883     3,563,948     7,900,831    $1.00-10.25      $3.09
     Granted.........      841,000       105,000       946,000    $ 2.00-4.61      $3.06        $      1.38
     Exercised.......      (46,361)     (114,332)     (160,693)   $ 1.00-2.00      $1.53
  Expired/Forfeited..     (962,551)     (341,666)   (1,304,217)   $ 1.00-7.31      $2.95
                        ----------    ----------    ----------
Balance at March 31,
  2002...............    4,168,971     3,212,950     7,381,921    $1.00-10.25      $3.15
     Granted.........      540,000        50,000       590,000    $ 2.00-3.00      $2.20        $      1.05
     Exercised.......      (75,900)           --       (75,900)   $ 1.00-2.00      $1.46
  Expired/Forfeited..   (1,067,115)     (865,642)   (1,932,757)   $1.00-10.00      $3.77
                        ----------    ----------    ----------
Balance at March 31,
  2003...............    3,565,956     2,397,308     5,963,264    $1.00-10.25      $2.75
                        ==========    ==========    ==========
Number of options and
  warrants
  exercisable at
  March 31, 2001.....    1,100,032     2,538,446     3,638,478    $1.00-10.00      $3.20
                        ==========    ==========    ==========
Number of options and
  warrants
  exercisable at
  March 31, 2002.....    2,397,590     2,607,173     5,004,763    $1.00-10.25      $3.15
                        ==========    ==========    ==========
Number of options and
  warrants
  exercisable at
  March 31, 2003.....    2,746,766     2,333,141     5,079,907    $1.00-10.25      $2.78
                        ==========    ==========    ==========


                                      F-23

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes additional information regarding all stock
options and warrants outstanding.



                               OPTIONS AND WARRANTS OUTSTANDING                       OPTIONS AND WARRANTS
                    ------------------------------------------------------                EXERCISABLE
                                           WEIGHTED-                           ----------------------------------
                       NUMBER               AVERAGE         WEIGHTED-             NUMBER           WEIGHTED-
   RANGE OF         OUTSTANDING AT         REMAINING         AVERAGE           EXERCISABLE AT       AVERAGE
EXERCISE PRICES     MARCH 31, 2003     CONTRACTUAL LIFE     EXERCISE PRICE     MARCH 31, 2003      EXERCISE PRICE
- ---------------     --------------     -----------------    --------------     ---------------     --------------
                                                                                    
 $1.00- $2.00          2,821,556             5.83               $ 1.56            2,447,856            $ 1.49
 $2.01- $3.00          1,443,808             3.36               $ 2.36            1,182,958            $ 2.37
 $3.01- $5.00          2,323,650             4.30               $ 4.20            2,077,133            $ 4.29
 $5.01- $7.00            432,000             3.92               $ 5.85              431,660            $ 5.85
 $7.01-$10.25            502,250             1.66               $ 7.85              500,300            $ 7.85
                      ----------                                                  ---------
                       7,523,264                                                  6,639,907
                      ==========                                                  =========


NOTE 8 -- MAJOR CUSTOMER

     The Company's major customer (revenues in excess of 10% of total sales) is
EchoStar Communications Corporation ("EchoStar"). EchoStar is included in the
Subscription/Pay-Per-View TV Segment. Revenue from Echostar's DISH Network as a
percentage of total revenue for each of the three years ended March 31 is as
follows:



                                                          2003         2002         2001
                                                          ----         ----         ----
                                                                           
          EchoStar...................................      36%          27%          19%


     At March 31, 2003 and 2002, accounts receivable from EchoStar was
approximately $3,462,000 and $2,264,000, respectively. There were no other
customers with receivable balances in excess of 10% of consolidated accounts
receivable.

     The loss of its major customer could have a materially adverse effect on
the Company's business, operating results or financial condition.

NOTE 9 -- COMMITMENTS & CONTINGENCIES

LEASES

     The Company maintains non-cancelable leases for office space and equipment
under various operating and capital leases. Included in property and equipment
at March 31, 2003 and 2002 is approximately $2,077,000 and $6,646,000,
respectively, of equipment under capital leases. Accumulated depreciation
relating to these leases under property and equipment was approximately $790,000
and $2,855,000, respectively. Included in restructuring expenses at March 31,
2003 and 2002 is approximately $2,485,000 and $189,000 of equipment under
capital leases. Accumulated depreciation related to equipment under capital
leases in restructuring expenses at March 31, 2003 and 2002 was approximately
$1,516,000 and $57,000.

     In addition, TEN has entered into direct lease agreements with an unrelated
party for the use of transponders to broadcast TEN's channels on satellites. The
leases expire through December 2005.

     TEN, as lessee of transponders under the transponder agreements, is subject
to arbitrary refusal of service by the service provider if that service provider
determines that the content being transmitted by the Company is harmful to the
service provider's name or business. Any such service disruption would
substantially and adversely affect the financial condition of the Company.

                                      F-24

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In addition, the Company bears the risk that the access of their networks
to transponders may be restricted or denied if a governmental authority
commences an investigation concerning the content of the transmissions. Also,
certain cable operators may be reluctant to carry less edited or partially
edited adult programming on their systems. This could adversely affect the
Company's business if either of the above occurs.

     Rent expense for the years ended March 31, 2003, 2002 and 2001 was
approximately $6,232,000, $6,597,000 and $6,301,000, respectively, which
includes transponder payments.

     Future minimum lease payments under these leases as of March 31, 2003 were
as follows (in thousands):



      YEAR ENDED                                                  OPERATING         CAPITAL
      MARCH 31,                                                   LEASES            LEASES
      ----------                                                  ---------         -------
                                                                              
      2004....................................................     $ 6,172          $ 1,147
      2005....................................................       3,438              389
      2006....................................................       1,928              105
      2007....................................................       1,267               --
      2008....................................................       1,310               --
      Thereafter..............................................          --               --
                                                                   -------          -------
                Total minimum lease payments..................     $14,115          $ 1,641
                                                                   =======
      Less amount representing interest.......................                          180
                                                                                    -------
      Present value of minimum lease payments.................                        1,461
      Less current portion of obligations under capital
      leases..................................................                          996
                                                                                    -------
                Long-term portion of obligations under capital
                leases........................................                      $   465
                                                                                    =======


EMPLOYMENT CONTRACTS

     The Company employs certain key executives under non-cancelable employment
contracts in Colorado. These employment contracts expire through March 31, 2005.

Commitments under these obligations at March 31, 2003 were as follows (in
thousands):



      YEAR ENDED
       MARCH 31,
      ---------
                                                                        
      2004.........................................................        $483
      2005.........................................................        $325
                                                                           ----
                TOTAL OBLIGATION UNDER EMPLOYMENT CONTRACTS........        $808
                                                                           ====


                                      F-25

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10 -- NOTES PAYABLE

     Notes payable at March 31 consisted of the following (in thousands):



                                                                             2003        2002
                                                                            ------      ------
                                                                                  
  Unsecured note payable bearing interest at 15% per annum. The
     principal is payable in cash on January 16, 2003. Interest is
     payable at the option of the Holder in cash or stock on a
     quarterly basis, in arrears, commencing May 1, 2001...............     $   --      $  250

  Unsecured note payable bearing interest at 15% per annum. The
     principal is payable in cash on January 30, 2003. Interest is
     payable at the option of the Holder in cash or stock on a
     quarterly basis, in arrears, commencing May 1, 2001...............         --         250

  Unsecured note payable bearing interest at 15% per annum. The
     principal is payable in cash on February 2, 2003. Interest is
     payable at the option of the Holder in cash or stock on a
     quarterly basis, in arrears, commencing May 1, 2001...............         --         500

  Unsecured note payable bearing interest at 1% per month. The
     principal is payable in cash on or before December 17, 2002.
     Interest will be paid on the outstanding principal amount on a
     monthly basis on or before the fifth day of each month............         --       2,000
                                                                            ------      ------
  Total notes payable..................................................         --       3,000
  Less portion of notes payable due within one year....................         --       3,000
                                                                            ------      ------
          LONG-TERM NOTES PAYABLE......................................     $   --      $    0
                                                                            ======      ======


NOTE 11 -- LICENSE AGREEMENTS

     In July 1999 New Frontier Media executed a definitive license agreement to
acquire exclusive rights to Metro Global Media, Inc's ("Metro") 3,000 title
adult film and video library and multi-million still image archive for a period
of seven years with renewal provisions. In addition, the Company entered into a
multi-year production agreement with Metro which calls for the delivery of at
least three new adult feature titles per month over the next five years.

     In February of 1999, the Company entered into a licensing agreement with
Pleasure Productions. Pursuant to the agreement, the Company obtained the rights
to distribute the entity's current library of approximately 4,000 adult pictures
and the rights to three new adult pictures ("New Releases") that are produced by
the entity or its affiliated companies per month (for a period of five years).
The Company has been in litigation with this unrelated party regarding the
breach of the license agreement. See Subsequent Events for further discussion.

NOTE 12 -- DEFERRED COMPENSATION PLAN

     The Company sponsors a 401(k) retirement plan. The plan covers
substantially all eligible employees of the Company. Employee contributions to
the plan are elective, and the Company has discretion to match employee
contributions. All contributions by the Company are vested over a three-year
period. Contributions by the Company for the years ended March 31, 2003, 2002,
and 2001, were approximately $101,000, $208,000 and $151,000 respectively.

                                      F-26

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- RESTRUCTURING EXPENSES

INTERNET RESTRUCTURING 2002

     During the fiscal year ended March 31, 2002, the Company implemented a
restructuring plan with respect to its Internet Group's operations. The plan
included a consolidation of the Internet Group's engineering, web production,
sales and marketing departments to the Company's Boulder, Colorado location and
the elimination of its customer service department due to the outsourcing of its
credit card processing functions. In addition, the Internet Group vacated its
office facilities in Sherman Oaks, California that were being utilized by these
functions.

     Total restructuring charges of $3.2 million related to this plan were
recorded in 2002, of which $0.8 million related to the termination of 31
employees. In addition, 10 other positions were eliminated through attrition.
Also included in the restructuring charge were $1.2 million of expenses related
to the excess office space in Sherman Oaks, California that the Company plans to
sublet and $1.0 million of expenses related to excess furniture and equipment.

     During the year ended March 31, 2003 the Company lowered the accrued
restructuring charges related to this restructuring approximately $256,000 due
to a change in estimate with respect to several employment contracts.

                   SELECTED INTERNET RESTRUCTURING 2002 DATA:
                                   (IN 000S)



                                                                 SEVERANCE
                                                                   AND
                                    ASSET         EXCESS         TERMINATION    OPERATING    WIND
                                  IMPAIRMENT    OFFICE SPACE     BENEFITS       LEASES       DOWN    TOTALS
                                  ----------    -------------    -----------    ---------    ----    -------
                                                                                   
Fiscal Year 2002 Provision.....    $  1,087        $ 1,235          $ 822            --      $14     $ 3,158
Fiscal Year 2002 Activity......      (1,087)            --           (207)           --      (13)     (1,307)
                                   --------        -------          -----         -----      ----    -------
Balance at March 31, 2002......          --          1,235            615            --        1       1,851
Fiscal Year 2003 Adjustment....          --            286           (397)           --       --        (111)
Fiscal Year 2003 Activity......          --           (592)          (218)           --       (1)       (811)
                                   --------        -------          -----         -----      ----    -------
Balance at March 31, 2003......          --            929             --            --       --         929
                                   ========        =======          =====         =====      ====    =======


DATA CENTER RESTRUCTURING 2003

     During the fiscal year ended March 31, 2003 the Company adopted a
restructuring plan to close the Internet Group's in-house data center in Sherman
Oaks, California and move its servers, bandwidth and content delivery functions
to the same location as the Subscription/PPV TV Group's digital broadcast
facility in Boulder, Colorado. Total restructuring charges of $3.1 million
related to this plan were recorded during the year, of which $28,000 related to
the termination of 10 employees. Also included in this charge was $0.4 million
of rent expense related to the data center space in Sherman Oaks that the
Company is attempting to sublet and $2.6 million for excess equipment written
off as a result of this restructuring.

INTERNET RESTRUCTURING 2003

     During the fourth quarter of the fiscal year ended March 31, 2003, the
Internet Group adopted a final restructuring plan to eliminate 13 positions. As
of March 31, 2003, the Internet Group will be eliminating its PPC search engine,
sale of traffic and email revenue streams and will focus its efforts entirely on
marketing its premier broadband site, www.ten.com, to third party gatekeepers
(i.e.,

                                      F-27

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

portals, cable companies and hospitality providers) and to consumers viewing the
Subscription/PPV TV Group's networks. The Internet Group will also continue to
sell content to third party webmasters. Total restructuring charges of $0.3
million were recorded, of which $10,000 related to the termination of the
thirteen positions referenced above and $0.2 million related to the write off of
excess equipment and operating leases associated with the PPC search engine and
email program.

 SELECTED DATA CENTER RESTRUCTURING 2003 AND INTERNET RESTRUCTURING 2003 DATA:
                                   (IN 000S)



                                                                 SEVERANCE
                                                                   AND
                                    ASSET         EXCESS         TERMINATION    OPERATING    WIND
                                  IMPAIRMENT    OFFICE SPACE     BENEFITS       LEASES       DOWN    TOTALS
                                  ----------    -------------    -----------    ---------    ----    -------
                                                                                   
Fiscal Year 2003 Provision.....       2,662            331             28            81       20       3,122
Fiscal Year 2003 Provision
  Adjustment...................          --            108            (11)           --       --          97
Fiscal Year 2003 Activity......      (2,662)          (137)           (17)           (8)     (20)     (2,844)
                                   --------        -------          -----         -----      ----    -------
Balance at March 31, 2003......    $     --        $   302          $  --         $  73       --     $   375
                                   ========        =======          =====         =====      ====    =======


NOTE 14 -- CLASS A REDEEMABLE PREFERRED STOCK

     During the year ending March 31, 2003, the Company authorized a series of
shares of 2 million Class A Redeemable Preferred Stock, par value $2 per share,
of which 1.875 million shares are outstanding. The proceeds of the Class A
Redeemable Preferred Stock were used to satisfy outstanding notes payable of
approximately $3,000,000 and for working capital purposes. Holders of the Class
A Redeemable Preferred Stock are entitled to receive cumulative cash dividends
at a rate of 15.5% per annum per share payable in quarterly or monthly
installments. Such dividends have preference over all other dividends of stock
issued by the Company. The dividends have been reported as interest expense.
Shares are subject to mandatory redemption on or before January 2, 2004 at a
redemption price of face value plus accrued dividends. Prior to such date and so
long as such mandatory redemption obligations have not been discharged in full,
no dividends may be paid or declared upon the Common Stock, or on any other
capital stock ranking junior to or in parity with such Class A Redeemable
Preferred Stock. Under certain circumstances, the Company may redeem the stock,
in whole or in part, prior to the mandatory redemption date. The Company is not
entitled to issue any class of stock that will in effect reduce the value or
security of the Class A Preferred. Each share of preferred shall have the right
to vote together with the holders of the Company's Common stock on a one vote
per share basis (and not as a separate class) on all matters presented to the
holders of the Common Stock.

     The Company recorded the Class A Redeemable Preferred Stock at its
redemption value of $3.75 million. The preferred stock is subject to full or
partial early redemption at the option of the holder if the Company experiences
a change in control as defined as (i) a replacement of more than one-half of the
members of the Company's board of directors which is not approved by a majority
of those individuals who are members of the board of directors on the date of
the issuance of the preferred (or by those individuals who are serving as
members of the board of directors on any date whose nomination to the board of
directors was approved by a majority of the members of the board of directors
who are members on the date of the issuance of the preferred), (ii) the merger
of the Company with or into another entity that is not wholly owned by the
Company, consolidation or sale of all or substantially all of the assets of the
Company in one or a series of related transactions, or (iii)

                                      F-28

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the execution by the Company of an agreement to which the Company is a party or
by which it is bound, providing for any of the events set forth in (i) or (ii).

NOTE 15 -- GOODWILL AND INTANGIBLE ASSETS

     On April 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." Under the new rules, goodwill and intangible assets with
indefinite lives are no longer being amortized, but are tested for impairment
using the guidance for measuring impairment set forth in this statement.

     Through the end of fiscal year 2002, the Company amortized its goodwill
over 10 years using the straight-line method. As a result of the adoption of
SFAS No. 142, that was effective for the Company as of the beginning of fiscal
year 2003, goodwill and intangible assets with an indefinite useful life are no
longer amortized, but are tested for impairment at least annually. The Company
completed the initial impairment test during the first quarter of fiscal year
2003 and concluded that the fair value of the Company's reporting unit
(Subscription/PPV TV Group) exceeded its respective carrying value as of June
30, 2002 and, therefore, no impairment existed at that date.

     In addition to the initial impairment test completed during the first
quarter of fiscal year 2003, the Company elected to perform the first of its
annual impairment tests during the fourth quarter of fiscal year 2003, and
concluded that the fair value of the Company's reporting unit exceeded its
carrying value and no impairment charge was required.

     The following presents a comparison of net (loss) income and (loss) income
per share for the year ended March 31, 2003 to the respective adjusted amounts
for the years ended March 31, 2002 and 2001, respectively, that would have been
reported had SFAS No. 142 been in effect during the prior year (in 000s).



                                                                          YEAR ENDED
                                                                           MARCH 31,
                                                               ---------------------------------
                                                                 2003         2002         2001
                                                               --------      -------      ------
                                                                                 
Reported net (loss) income................................     $(11,895)     $  (582)     $3,324
Goodwill amortization.....................................           --          636         636
                                                               --------      -------      ------
Adjusted net (loss) income................................     $(11,895)     $    54      $3,960
                                                               ========      =======      ======

Net (loss) income per share--basic
Reported net (loss) income................................     $  (0.56)     $ (0.03)     $ 0.16
Goodwill amortization.....................................         0.00         0.03        0.03
                                                               --------      -------      ------
Adjusted net (loss) income per share--basic...............     $  (0.56)     $  0.00      $ 0.19
                                                               ========      =======      ======

Net (loss) income per share--diluted
Reported net (loss) income................................     $  (0.56)     $ (0.03)     $ 0.14
Goodwill amortization.....................................         0.00         0.03        0.03
                                                               --------      -------      ------
Adjusted net (loss) income per share--diluted.............     $  (0.56)        0.00      $ 0.17
                                                               ========      =======      ======


                                      F-29

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of other identifiable intangible assets are as follows (in 000s):



                                                                                  OTHER INTANGIBLE
                                                                  URLS                 ASSETS
                                                               MARCH 31,             MARCH 31,
                                                            ----------------      ----------------
                                                             2003      2002        2003      2002
                                                            ------    ------      ------    ------
                                                                                
Amortized Intangible Assets
     Gross Carrying Amount.............................     $2,688    $4,713      $  775    $  775
     Accumulated Amortization..........................     (2,121)   (2,138)       (218)     (109)
                                                            ------    ------      ------    ------
       Net Carrying Amount.............................     $  567    $2,575      $  557    $  666
                                                            ======    ======      ======    ======


     Amortization expense for intangible assets subject to amortization in each
of the next five fiscal years is estimated to be approximately $110,000 (URL
amortization is not included due to URLs being disposed of in connection with
legal settlement -- see Subsequent Events).

ASSET IMPAIRMENT CHARGES

     During the year ended March 31, 2003, the Company recognized impairment
losses on certain URLs of approximately $1,341,000 in connection with the
Internet Group. Management identified certain conditions including a declining
gross margin due to the availability of free adult content on the Internet and
decreased traffic to certain of the Company's URLs as indicators of asset
impairment. These conditions led to operating results and forecasted future
results that were substantially less than had been anticipated at the time of
the Company's acquisition of IGI, ITN, and CTI. The Company revised its
projections and determined that the projected results would not fully support
the future amortization of the URLs associated with IGI, ITN, and CTI. In
accordance with the Company's policy, management assessed the recoverability of
the URLs using a cash flow projection based on the remaining amortization period
of two to four years. Based on this projection, the undiscounted sum of the
estimated cash flow over the remaining amortization periods was insufficient to
fully recover the intangible asset balance.

NOTE 16 -- STOCKHOLDER RIGHTS PLAN

     On December 4, 2001, the Company's Board of Directors adopted a Stockholder
Rights Plan in which Rights will be distributed at the rate of one Right for
each share of the Company's common stock held by stockholders of record as of
the close of business on December 21, 2001. The Rights generally will be
exercisable only if a person or group acquires beneficial ownership of 15% or
more of the Company's outstanding common stock after November 29, 2001, or
commences a tender offer upon consummation of which the person or group would
beneficially own 15% or more of the Company's outstanding common stock. Each
Right will initially be exercisable at $10.00 and will expire on December 21,
2011.

                                      F-30

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 17 -- QUARTERLY INFORMATION (UNAUDITED)

     The consolidated results of operations on a quarterly basis were as follows
(in thousands of dollars, except per share amounts).



                                                                                   EARNINGS (LOSS) PER
                                                                                      COMMON SHARE
                                                                   NET INCOME      -------------------
                                    REVENUE      GROSS MARGIN       (LOSS)         BASIC       DILUTED
                                    -------      ------------      ----------      ------      -------
                                                                                
2003
First quarter.................       $9,597        $  4,356         $ (5,640)      $ (.27)     $  (.27)
Second quarter................        9,280           4,793           (1,019)        (.05)        (.05)
Third quarter.................        8,590           4,177           (5,948)        (.28)        (.28)
Fourth quarter................        9,280           5,224              712          .04          .04
                                    -------        --------         --------       ------      -------
Total.........................      $36,747        $ 18,550         $(11,895)      $ (.56)     $  (.56)
                                    =======        ========         ========       ======      =======
2002
First quarter.................      $14,974        $  7,694         $    241       $ 0.01      $  0.01
Second quarter................       13,847           7,107              270         0.01         0.01
Third quarter.................       12,400           6,296            1,263         0.06         0.06
Fourth quarter................       11,214           5,704           (2,356)       (0.11)       (0.11)
                                    -------        --------         --------       ------      -------
Total.........................      $52,435        $ 26,801         $   (582)      $(0.03)     $ (0.03)
                                    =======        ========         ========       ======      =======
2001
First quarter.................      $13,483        $  6,450         $    741       $ 0.04      $  0.03
Second quarter................       14,061           6,782           (3,889)       (0.19)       (0.19)
Third quarter.................       15,214           7,873              996         0.05         0.05
Fourth quarter................       15,880           7,944            5,476         0.26         0.25
                                    -------        --------         --------       ------      -------
Total.........................      $58,638        $ 29,049         $  3,324       $ 0.16      $  0.14
                                    =======        ========         ========       ======      =======


NOTE 18 -- LITIGATION

     In the normal course of business, the Company is subject to various other
lawsuits and claims. Management of the Company believes that the final outcome
of these matters, either individually or in the aggregate, will not have a
material effect on its financial statements.

NOTE 19 -- SUBSEQUENT EVENTS

     During the fiscal quarter ended March 31, 2003, the Company settled its
litigation with Edward J. Bonn, a former director of the Company, and Jerry
Howard. In connection therewith, Mr. Bonn returned 3.5 million shares of the
Company's common stock and received $1.5 million, 150 internet domain names and
warrants to purchase 350,000 shares at $1.00 a share. The effect of this
transaction will be reflected in the Company's financial statements for the
quarter ended June 30, 2003 and will reduce equity by approximately $2,100,000.

     In April and May 2003, the Company issued 2.5 million shares of Class B
Redeemable Preferred Stock ("Class B") at $0.81 per share. The proceeds from
this offering of approximately $2,000,000 were used to redeem $1.0 million of
the Company's Class A Redeemable Preferred Stock and to fund the purchase and
subsequent retirement of 2,520,750 shares of New Frontier Media, Inc. common
stock as part of the Bonn settlement. The Class B pays dividends at 10% on a
quarterly basis. Shares are subject to mandatory redemption on or before October
2004, at a redemption price of face value plus accrued dividends. Prior to such
date and so long as such mandatory redemption obligations have not been
discharged in full, no dividends may be paid or declared upon the Common Stock,
or on any other capital stock ranking junior to or in parity with such Class B
Redeemable Preferred Stock. Under

                                      F-31

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

certain circumstances, the Company may redeem the stock, in whole or in part,
prior to the mandatory redemption date. The Company is not entitled to issue any
class of stock that will in effect reduce the value or security of the Class B
Preferred. Each share of preferred shall have the right to vote together with
the holders of the Company's Common stock on a one vote per share basis (and not
as a separate class) on all matters presented to the holders of the Common
Stock).

     The Class B preferred stock is subject to full or partial early redemption
at the option of the holder if the Company experiences a change in control
defined as (i) a replacement of more than one-half of the members of the
Company's board of directors which is not approved by a majority of those
individuals who are members of the board of directors on the date of the
issuance of the preferred (or by those individuals who are serving as members of
the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date of the issuance of the preferred), (ii) the merger of the
Company with or into another entity that is not wholly owned by the Company,
consolidation or sale of all or substantially all of the assets of the Company
in one or a series of related transactions, or (iii) the execution by the
Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth in (i) or (ii).

     On June 12, 2003, the Company settled its litigation with Pleasure
Productions. This litigation related to a complaint filed by the Company on
August 3, 1999 in District Court for the city and county of Denver (Colorado
Satellite Broadcasting, Inc. et al. vs. Pleasure Licensing LLC, et al., case no
99CV4652) against Pleasure Licensing LLC and Pleasure Productions, Inc.
(collectively, "Pleasure"), alleging breach of contract, breach of express
warranties, breach of implied warranty of fitness for a particular purposes, and
rescission, seeking the return of 700,000 shares of New Frontier Media stock and
warrants for an additional 700,000 New Frontier Media shares which were issued
to Pleasure in connection with a motion picture licensing agreement. In the
settlement, the Company secured the exclusive broadcast rights to 2,000 titles
from Pleasure Productions catalog and up to 83 new releases. In addition,
Pleasure Productions agreed to the cancellation of 700,000 warrants issued to it
in 1999 to purchase New Frontier common stock at $1.12 a share. As a result of
the transaction, the Company will reduce the carrying value of the underlying
assets and equity for an amount that approximates the value of the warrants. The
transaction which will be recorded in the first quarter of fiscal 2004, will
not have a significant effect on the results of operations.

                                      F-32

                            SUPPLEMENTAL INFORMATION

                                      F-33

                            NEW FRONTIER MEDIA, INC.
                                AND SUBSIDIARIES

                VALUATION AND QUALIFYING ACCOUNTS -- SCHEDULE II
                                   (IN 000S)


                                                             ADDITIONS       ADDITIONS
                                                BALANCE,     (DEDUCTIONS)    (DEDUCTIONS)      BALANCE,
                                                BEGINNING    CHARGED TO         FROM             END
                                                OF YEAR      OPERATIONS       RESERVE          OF YEAR
                                                ---------    ------------    ------------      --------
                                                                                   
Allowance for doubtful accounts
  March 31, 2003.............................    $   369       $    170        $   (449)       $     90
                                                 =======       ========        ========        ========
  March 31, 2002.............................    $   363       $    120        $   (114)       $    369
                                                 =======       ========        ========        ========
  March 31, 2001.............................    $     6       $  1,053        $   (696)       $    363
                                                 =======       ========        ========        ========



                                                             ADDITIONS       ADDITIONS
                                                BALANCE,     (DEDUCTIONS)    (DEDUCTIONS)      BALANCE,
                                                BEGINNING    CHARGED TO         FROM             END
                                                OF YEAR      OPERATIONS       RESERVE          OF YEAR
                                                 -------       --------        --------        --------
                                                                                   
Valuation allowance for deferred tax asset
  March 31, 2003.............................    $     0       $  5,271        $  1,940        $  7,211
                                                 =======       ========        ========        ========
  March 31, 2002.............................    $    --       $     --        $     --        $     --
                                                 =======       ========        ========        ========
  March 31, 2001.............................    $ 3,425       $ (3,425)       $     --        $     --
                                                 =======       ========        ========        ========


                                                             ADDITIONS       ADDITIONS
                                                BALANCE,     (DEDUCTIONS)    (DEDUCTIONS)      BALANCE,
                                                BEGINNING    CHARGED TO         FROM             END
                                                OF YEAR      OPERATIONS       RESERVE          OF YEAR
                                                 -------       --------        --------        --------
                                                                                   
Reserve for chargebacks/credits
  March 31, 2003.............................    $   339       $    154        $   (419)       $     74
                                                 =======       ========        ========        ========
  March 31, 2002.............................    $   443       $  2,004        $ (2,108)       $    339
                                                 =======       ========        ========        ========
  March 31, 2001.............................    $   453       $  2,936        $ (2,946)       $    443
                                                 =======       ========        ========        ========




                                                             ADDITIONS       ADDITIONS
                                                BALANCE,     (DEDUCTIONS)    (DEDUCTIONS)      BALANCE,
                                                BEGINNING    CHARGED TO         FROM             END
                                                OF YEAR      OPERATIONS       RESERVE          OF YEAR
                                                ---------    ------------    ------------      --------
                                                                                   
Accrued restructuring expense
  March 31, 2003.............................    $ 1,851       $  3,108        $ (3,655)       $  1,304
                                                 =======       ========        ========        ========
  March 31, 2002.............................    $ --          $  3,158        $ (1,307)       $  1,851
                                                 =======       ========        ========        ========
  March 31, 2001.............................    $ --          $ --            $ --            $  --
                                                 =======       ========        ========        ========


                                      F-34

EX-4

                                                                   EXHIBIT 4.03

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance
set forth below, is entered into by and between NEW FRONTIER MEDIA, INC., a
Colorado corporation, with headquarters located at 7007 Winchester Circle, Suite
200, Boulder, Colorado 80301 (the "Company"), and the undersigned (the "Buyer").

                              W I T N E S S E T H:

         WHEREAS, the Buyer wishes to purchase from the Company, upon the terms
and subject to the conditions of this Agreement, _____________________ shares of
Class B Preferred Stock, having the rights, preferences and privileges set forth
on Schedule I attached hereto (the "Securities");

         WHEREAS, in order to induce the Buyer to purchase the Securities, the
Company desires to enter into this Agreement and make the representations,
warranties and covenants contained herein.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         1. AGREEMENT TO PURCHASE.

         (a) PURCHASE. The undersigned hereby agrees to purchase from the
Company the Securities for an aggregate purchase price of $_________________.

         (b) FORM OF PAYMENT. The Buyer shall pay the purchase price for the
Securities by wiring immediately available good funds in United States Dollars
as directed by the Company.

         2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.

         The Buyer represents and warrants to, and covenants and agrees with,
the Company as follows:

         (a) The Buyer is purchasing the Securities for its own account for
investment only and not with a view towards the public sale or distribution
thereof and not with a view to or for sale in connection with any distribution
thereof;

         (b) The Buyer is (i) an "accredited investor" as that term is defined
in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of
Rule 501(a)(3), and (ii) experienced in making investments of the kind described
in this Agreement and the related documents, (iii) able, by reason of the
business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in the Shares;

         (c) The Buyer understands that the Securities are being offered and
sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgements and understandings of
the Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of the Buyer to acquire the Securities;

         (d) The Buyer and its advisors, if any, have been furnished with all
materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been
requested by the Buyer. The Buyer and its advisors, if any, have been afforded
the opportunity to ask questions of the Company and have received complete and
satisfactory answers to any such inquiries. Without limiting the generality of
the foregoing, the Buyer has also had the opportunity to obtain and to review
the Company's (1) Quarterly Reports on Form 10-QSB for the three fiscal quarters
ended December 31, 2002; and (2) Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2002 (the "Company's SEC Documents").



         (e) The Buyer understands that its investment in the Securities
involves a high degree of risk;

         (f) The Buyer understands that no United States federal or state agency
or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities;

         (g) This Agreement has been duly and validly authorized, executed and
delivered on behalf of the Buyer and is a valid and binding agreement of the
Buyer enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights generally.

         3. COMPANY REPRESENTATIONS, ETC.

         The Company represents and warrants to the Buyer that:

         (a) CONCERNING THE COMMON STOCK. There are no preemptive rights of any
stockholder of the Company, as such, to acquire the Company's Common Stock.

         (b) REPORTING COMPANY STATUS. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado, and has the requisite corporate power to own its properties and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction
where the nature of the business conducted or property owned by it makes such
qualification necessary other than those jurisdictions in which the failure to
so qualify would not have a material and adverse effect on the business,
operations, properties, prospects or condition (financial or otherwise) of the
Company. The Company has registered its Common Stock pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Common Stock is listed and traded on the NASDAQ/SmallCap Market.

         (c) AUTHORIZED SHARES. The Securities have been duly authorized and,
when issued to Buyer, will be duly and validly issued, fully paid and
non-assessable and will not subject the holder thereof to personal liability by
reason of being such holder.

         (d) SECURITIES PURCHASE AGREEMENT. This Agreement and the transactions
contemplated hereby, have been duly and validly authorized by the Company, this
Agreement has been duly executed and delivered by the Company and this Agreement
and the Securities, when executed and delivered by the Company, will be, a valid
and binding agreement of the Company enforceable in accordance with their terms,
subject as to enforceability to general principles of equity and to bankruptcy,
insolvency, moratorium, and other similar laws affecting the enforcement of
creditors' rights generally.

         (e) NON-CONTRAVENTION.  The execution and delivery of this Agreement by
the Company, the issuance of the Securities, and the consummation by the Company
of the other  transactions  contemplated  by this  Agreement do not and will not
conflict  with or  result  in a breach  by the  Company  of any of the  terms or
provisions  of, or constitute a default under (i) the articles of  incorporation
or by-laws of the Company, (ii) any indenture, mortgage, deed of trust, or other
material  agreement or instrument to which the Company is a party or by which it
or any of its  properties  or assets  are  bound,  (iii) to its  knowledge,  any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or (iv) to its  knowledge,  order of any court,  United States  federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company or any of its  properties or assets,  except such
conflict,  breach or default which would not have a material  adverse  effect on
the  transactions  contemplated  herein.  The Company is not in violation of any
material laws,  governmental orders,  rules,  regulations or ordinances to which
its property, real, personal,  mixed, tangible or intangible,  or its businesses
related to such properties, are subject.


                                       2



         (f) APPROVALS. No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market is required to be obtained by the Company for the issuance
and sale of the Securities to the Buyer as contemplated by this Agreement,
except such authorizations, approvals and consents that have been obtained.

         (g) SEC DOCUMENTS, FINANCIAL STATEMENTS. The Common Stock of the
Company is registered pursuant to Section 12(g) of the Exchange Act and the
Company has filed on a timely basis all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act, including material filed pursuant to
Section 13(a) or 15(d), in addition to one or more registration statements and
amendments thereto heretofore filed by the Company with the SEC under the Act
(all of the foregoing including filings incorporated by reference therein being
referred to herein as the "SEC Documents"). The Company, through its agent, has
delivered to the Buyer true and complete copies of the SEC Documents (except for
exhibits and incorporated documents). The Company has not provided to the Buyer
any information which, according to applicable law, rule or regulation, should
have been disclosed publicly by the Company but which has not been so disclosed,
other than with respect to the transactions contemplated by this Agreement.

         As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Act or the Exchange Act as the
case may be and the rules and regulations of the SEC promulgated thereunder and
other federal, state and local laws, rules and regulations applicable to such
SEC Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).

         (h) ABSENCE OF CERTAIN CHANGES. Since December 31, 2002, there has been
no material adverse change and no material adverse development in the business,
properties, operations, financial condition, or results of operations of the
Company.

         (i) FULL DISCLOSURE. There is no fact known to the Company (other than
general economic conditions known to the public generally) or as disclosed in
the documents referred to in Section 2(g), that has not been disclosed in
writing to the Buyer that (i) would reasonably be expected to have a material
adverse effect on the business or financial condition of the Company or (ii)
would reasonably be expected to materially and adversely affect the ability of
the Company to perform its obligations pursuant to this Agreement.

         4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

         (a) FILINGS. The Company undertakes and agrees to make all necessary
filings in connection with the sale of the Securities to the Buyer under any
United States laws and regulations, or by any domestic securities exchange or
trading market, and to provide a copy thereof to the Buyer promptly after such
filing.

         (b)  RESTRICTIVE  LEGEND.  The Buyer  acknowledges  and agrees that the
Securities shall bear a restrictive legend in substantially the following form:

         THESE SHARES (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
         THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES OR AN
         OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT
         SUCH REGISTRATION IS NOT REQUIRED.

                                       3


         5. GOVERNING LAW: MISCELLANEOUS. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Colorado. A
facsimile transmission of this signed Agreement shall be legal and binding on
all parties hereto. This Agreement may be signed in one or more counterparts,
each of which shall be deemed an original. The headings of this Agreement are
for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction. This Agreement may be amended only by an instrument
in writing signed by the party to be charged with enforcement. This Agreement,
and the related origination fee letter, contain the entire agreement of the
parties with respect to the subject matter hereto, superceding all prior
agreements, understandings or discussions.

         6. NOTICES. Any notice required or permitted hereunder shall be given
in writing (unless otherwise specified herein) and shall be deemed effectively
given, (i) on the date delivered, (a) by personal delivery, or (b) if advance
copy is given by fax, (ii) seven business days after deposit in the United
States Postal Service by regular or certified mail, or (iii) three business days
mailing by international express courier, with postage and fees prepaid,
addressed to each of the other parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by ten days
advance written notice to each of the other parties hereto.

                  COMPANY:          NEW FRONTIER MEDIA, INC.
                                    7007 Winchester Circle, Suite 200
                                    Boulder, Colorado 80301
                                    Attention:  Michael Weiner
                                    Telecopier No.: (303) 444-0734

                  BUYER:
                                    ------------------------------------------

                                    ------------------------------------------

                                    ------------------------------------------

                                    Telecopier No.:
                                                   ---------------------------

         7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

         IN WITNESS WHEREOF, the Company and Buyer have caused this Agreement to
be executed by their duly authorized representatives on the date as first
written above.

NEW FRONTIER MEDIA, INC.

By:
    -----------------------------            --------------------------------
       Michael Weiner                     By
       President                          its:


                                       4

EX-4

                                                                    EXHIBIT 4.04

                                   SCHEDULE I

             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                       CLASS B REDEEMABLE PREFERRED STOCK
                                       OF
                            NEW FRONTIER MEDIA, INC.

         New Frontier Media, Inc. (the "Company"), a corporation organized under
the Business Corporation Act of the State of Colorado, does hereby certify that,
pursuant to authority conferred upon the Board of Directors of the Company by
the Certificate of Incorporation, as amended, of the Company, and pursuant to
Section 8.2 of the Business Corporation Act of the State of Colorado, the Board
of Directors of the Company, at a meeting duly held, adopted resolutions (i)
authorizing a series of the Company's previously authorized preferred stock, par
value $.10 per share, and (ii) providing for the designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of Preferred Stock of the Company, as
follows:

         RESOLVED, that the Company is authorized to issue 2,469,136 shares of
Class B Redeemable Preferred Stock (the "Class B Preferred"), par value $.10 per
share, which shall have the following powers, designations, preferences and
other special rights.

                            TERMS OF PREFERRED STOCK

         1. DIVIDENDS.

         (a) The holders of the Class B Preferred shall be entitled to receive
out of any assets legally available therefor cumulative dividends at the rate of
10.0% per year, accrued daily and payable quarterly in arrears on March 30, June
30, September 30 and December 31 of each year in preference and priority to any
payment of any dividend on the Common Stock. Such dividends shall accrue on any
given share from the day of original issuance of such share and shall accrue
from day to day whether or not earned or declared. If at any time dividends on
the outstanding Class B Preferred at the rate set forth above shall not have
been paid or declared and set apart for payment with respect to all preceding
periods, the amount of the deficiency shall be fully paid or declared and set
apart for payment, but without interest, before any distribution, whether by way
of dividend or otherwise, shall be declared or paid upon or set apart for the
Common Stock of the Corporation.

         (b) Any dividend payable on a dividend payment date shall be paid in
cash and in United States dollars.

         (c) Nothing contained herein shall be deemed to establish or require
any payment or other charges in excess of the maximum permitted by applicable
law. In the event that any payment required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of
such maximum shall be credited against amounts owed by the Corporation, the
holder and thus refunded to the Corporation.

         2. LIQUIDATION PREFERENCE; REDEMPTION.

         (a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Class B
Preferred shall be entitled to receive, prior and in preference to any
distribution of any assets of the Corporation to the holders of the Common
Stock, the amount of $.81 per share plus any and all accrued but unpaid
dividends (the "Liquidation Preference").

         (b) A consolidation or merger of the Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Corporation (other than a sale or transfer to a wholly owned subsidiary
of the Corporation), shall, at the option of the holders of the Class B
Preferred, be deemed a liquidation, dissolution or winding up within the meaning
of this Section 2 if the shares of stock of the Corporation outstanding
immediately prior to such transaction represent immediately after such
transaction less than a majority of the voting power of the surviving
corporation (or of the acquirer of the Corporation's assets in the case of a
sale of assets). Such option may be exercised by the vote or written consent of
holders of a majority of the Class B Preferred at any time within thirty (30)
days after written notice (which shall be given promptly) of the essential terms
of such transaction shall have been given to the holders of the Class B
Preferred in the manner provided by law for the giving of notice of meetings of
shareholders.



         (c) The Corporation shall have the right to redeem any or all of the
shares of Class B Preferred at any time upon payment in cash of the Liquidation
Preference to the holders thereof.

         (d) On October 10, 2004, the Corporation shall redeem all of the Class
B Preferred Stock for a redemption price, in cash, equal to the Liquidation
Preference (the "Redemption Price"). In addition, in the event of the earlier
occurrence of a Change in Control Transaction (as hereinbelow defined), each
Holder shall (in addition to all other rights it may have hereunder or under
applicable law), have the right, exercisable at the sole option of such Holder,
to require the Corporation to redeem all or a portion of the Class B Preferred
Stock then held by such Holder for a redemption price, in cash, equal to the
Redemption Price. In accordance with the foregoing, the Redemption Price shall
be due and payable on the earlier of: October 10, 2004 or, in the event of a
Change of Control Transaction, within fifteen (15) days of the date on which
written notice for the payment therefore is provided by a Holder. If the
Corporation fails to pay the Redemption Price hereunder in full pursuant to this
Section on the date such amount is due in accordance with this Section, the
Corporation will pay interest thereon at a rate of 18% per annum (or the lesser
amount permitted by applicable law), accruing daily from such date until the
Redemption Price, plus all such interest thereon, is paid in full.

         (e) For the purposes hereof, a "Change of Control Transaction" means
the occurrence of any of: (i) a replacement of more than one-half of the members
of the Corporation's board of directors which is not approved by a majority of
those individuals who are members of the board of directors on the date hereof
(or by those individuals who are serving as members of the board of directors on
any date whose nomination to the board of directors was approved by a majority
of the members of the board of directors who are members on the date hereof),
(ii) the merger of the Corporation with or into another entity that is not
wholly owned by the Corporation, consolidation or sale of all or substantially
all of the assets of the Corporation in one or a series of related transactions,
or (iii) the execution by the Corporation of an agreement to which the
Corporation is a party or by which it is bound, providing for any of the events
set forth above in (i) or (ii).

         3. NO ADVERSE ACTIONS. The Corporation shall not in any manner, whether
by amendment of the Certificate of Incorporation (including, without limitation,
any Certificate of Designation), merger, reorganization, re-capitalization,
consolidation, sales of assets, sale of stock, tender offer, dissolution or
otherwise, take any action, or permit any action to be taken, solely or
primarily for the purpose of increasing the value of any class of stock of the
Corporation if the effect of such action is to reduce the value or security of
the Class B Preferred.

         4. VOTING RIGHTS. The Class B Preferred shall have the right to vote
together with the holders of the Corporation's Common Stock, on a one vote per
share basis (and not as a separate class), on all matters presented to the
holders of the Common Stock.

         5. ATTORNEYS' FEES. Any holder of Class B Preferred shall be entitled
to recover from the Corporation the reasonable attorneys' fees and expenses
incurred by such holder in connection with enforcement by such holder of any
obligation of the Corporation hereunder.

         6. ADDITIONAL RESTRICTIONS. For as long as any shares of the Class B
Preferred Stock are outstanding, the Corporation will not amend the terms of the
Class B Preferred Stock without the consent of the holders of the Class B
Preferred Stock.







         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by Michael Weiner, its President, on this________day
of April, 2003.

                                              NEW FRONTIER MEDIA, INC.


                                              By:       /s/ Michael Weiner
                                                       ------------------------
                                              Name:    Michael Weiner
                                              Its:     President

EX-10

                                                                   EXHIBIT 10.20

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 17,
2003, between Michael Weiner, an individual (the "Executive"), and New Frontier
Media, Inc. ("NFM"), a Colorado corporation, recites and provides as follows:

         WHEREAS, NFM desires to retain the services of Executive, and Executive
desires to be employed by NFM, all on the terms and subject to the conditions
set forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, NFM and Executive agree as follows:

         1. EMPLOYMENT PERIOD. NFM hereby agrees to employ Executive, and
Executive hereby agrees to accept employment by NFM, in accordance with the
terms and provisions of this Agreement, for the period commencing on February
17, 2003 ("the Effective Date") and ending at midnight on March 31, 2005 (the
"Employment Period").

2. TERMS OF EMPLOYMENT.

(A)                 POSITION AND DUTIES.

                    (i) During the Employment Period, Executive shall perform
such duties, and have such title, as NFM, through its Board of Directors or the
Board's designee (collectively "the Board"), in its sole discretion, shall
determine. The Board has determined that, for the period February 17, 2003
through February 16, 2004, Executive shall serve as President of NFM, with
duties commensurate with that position. The Board may, in its sole discretion,
change these duties and title at any time after February 16, 2004, but Executive
shall not be required to serve in a non-senior management capacity. In addition,
the Board may withdraw Executive's appointment as President prior to February
16, 2004, in which case Executive shall not be required to accept any title or
perform any services for NFM during the remainder of the Employment Period
although this Agreement shall remain in full force and effect.. Executive's
services shall be performed principally at NFM's headquarters in Boulder,
Colorado. However, from time to time, Executive may also be required by his job
responsibilities to travel on NFM business, and Executive agrees to do so.
Executive shall not be required to relocate from the Boulder, Colorado area
unless NFM relocates its corporate headquarters, in which event Executive may be
required to relocate to such location.

                    (ii) During the Employment Period, Executive agrees to
devote his full-time attention to the business and affairs of NFM. Executive's
employment under this Agreement shall be Executive's exclusive employment during
the term of this Agreement.

                                       1





(B)                 COMPENSATION.

                    (i) Base Salary. During the Employment Period, Executive
shall receive a base salary ("Base Salary"), which shall be paid in equal
installments on a biweekly basis, at the rate of Three Hundred Fifteen Thousand
Dollars ($315,000.00) per annum.

                    (ii) Bonus. In addition to Executive's Base Salary,
Executive may be granted bonus(es) in the sole discretion of the compensation
committee of the Board of Directors of NFM.

                    (iii) Expenses. During the Employment Period, Executive
shall be entitled to receive reimbursement for all employment-related expenses
incurred by Executive in accordance with the policies, practices and procedures
of NFM as in effect generally from time to time after the Effective Date with
respect to executives of NFM.

                    (iv) Vacation. During the Employment Period, Executive shall
be entitled to four weeks paid vacation, which may be used in accordance with
the policies, programs and practices of NFM, which are in effect generally from
time to time after the Effective Date with respect to other executives of NFM.

                    (v) Sick Leave. During the Employment Period, Executive
shall be entitled to be paid sick leave in accordance with the policies,
programs and practices of NFM, which are in effect generally from time to time
after the Effective Date with respect to other executives of NFM.

                    (vi) Car Allowance. During the Employment Period, Executive
shall be entitled to a car allowance of $850 per month, in accordance with NFM's
car allowance policy, in lieu of expenses associated with the operation of his
automobile.

                    (vii) Other Benefits. During the Employment Period,
Executive shall be entitled to such health insurance and other benefits, as are
provided generally to other executives at NFM, in accordance with the policies,
programs and practices of NFM which are in effect from time to time after the
Effective Date.

3.      EARLY TERMINATION OF EMPLOYMENT

              (A) DEATH OR DISABILITY. Executive's employment shall terminate
              automatically upon Executive's death during the employment period.
              In the event that Executive is disabled, as a result of mental or
              physical condition or illness, to perform the material functions
              of his job, even with reasonable accommodation, for a total of 90
              days out of any six-month period, Executive's employment may be
              terminated after such 90 days by NFM's reasonable and good faith

                                       2


              determination that Executive is so disabled. In the event that NFM
              intends to terminate the employment of Executive because of
              disability, NFM shall give to Executive 30 days' notice of NFM's
              intention to terminate Executive's employment. In the event that
              Executive denies that he is disabled from performing the material
              functions of his job, Executive may, within 30 days of the date of
              notice of NFM's intention to terminate, request that his
              disability be determined by a physician selected by NFM or its
              insurers and acceptable to Executive, Executive's acceptance of
              the physician not to be unreasonably withheld. Promptly following
              such request by Executive, NFM shall arrange for an examination of
              Executive and Executive shall cooperate fully in such examination.
              Executive shall remain employed until the physician determines
              whether Executive is disabled. In the event that the physician
              determines that Executive is not disabled from performing the
              material functions of his job, Executive shall continue with his
              employment. In the event that the physician determines that
              Executive is disabled from performing the material functions of
              his job, Executive's employment shall terminate upon such
              determination.

                  (B) CAUSE. NFM may terminate Executive's employment during the
Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean
and be limited to (i) the conviction of Executive for committing an act of
fraud, embezzlement, theft or other act constituting a crime, or the guilty or
nolo contendere plea of Executive to such a crime; (ii) Executive's performance
of any act or his failure to act, for which if he were prosecuted and convicted,
would amount to a crime or offense involving money or property of NFM or its
subsidiaries, or which would constitute a felony in the jurisdiction where the
act or failure to act has occurred; (iii) material violation of any NFM policy
instituted to protect NFM or its employees; (iv) material failure, neglect, or
refusal by Executive properly to discharge, perform or observe any or all of
Executive's job duties, provided Executive has been given written notice of such
failure, neglect or refusal, and has not cured such within 10 days thereafter;
(v) material breach of any of the representations, warranties or covenants set
forth in Sections 6 or 7 of this Agreement.

          (C) TERMINATION FOR OTHER REASONS. NFM may terminate the employment of
Executive without Cause by giving notice to Executive at least thirty(30) days
prior to the Date of Termination. Executive may resign from his employment
without Good Reason hereunder by giving notice to NFM at least thirty (30) days
prior to the Date of Termination.

          (D) GOOD REASON. Executive may terminate his employment for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean, in the absence
of the consent of Executive, a reasonable determination by Executive that any of
the following has occurred:

                    (i) a material breach by NFM of the terms of this Agreement,
which breach is not remedied promptly after notice thereof from Executive; or

                    (ii) a Change  of  Control  (as  defined  in  Section  5(A))
occurs.

                                       3


         (E) NOTICE OF TERMINATION. Any termination shall be communicated by
Notice of Termination to the other party. For purposes of this Agreement, a
"Notice of Termination" means a notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive's employment under the provision
so indicated and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date (which
date shall be not more than fifteen (15) days after the giving of such notice,
unless otherwise required by Section 3(F)). The failure by Executive or NFM to
set forth in the Notice of Termination any fact or circumstance shall not waive
any right of Executive or NFM hereunder or preclude Executive or NFM from
asserting such fact or circumstance in enforcing Executive's or NFM's rights
hereunder.

          (F) DATE OF TERMINATION. "Date of Termination" shall mean (i) if
Executive's employment is terminated by NFM for Cause, or by Executive for Good
Reason, (a) the date of delivery, if by personal delivery; (b) the next day
after the date of transmission, if transmitted by facsimile or email; or (c)
three calendar days after the date of mailing, if transmitted by first class
mail or any permitted later date specified therein; (ii) if Executive's
employment is terminated by reason of Executive's death or disability, the date
of death, or the effective date of disability as provided herein above; (iii) if
Executive' s employment is terminated by NFM other than for Cause or Disability
or by Executive other than for Good Reason, the Date of Termination shall be the
thirtieth (30th) day following the transmission of Notice of Termination as
specified in (a), (b), or (c) of this section

4.        OBLIGATIONS OF NFM UPON EARLY TERMINATION.

          (A) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during
the Employment Period, NFM shall terminate Executive's employment other than for
Cause, death or Disability or Executive shall terminate employment for Good
Reason:

          (i) NFM shall pay to Executive, within thirty days after the Date of
Termination, any accrued base salary, vacation pay, expense reimbursement and
any other entitlements accrued by Executive under Section 2(B), to the extent
not previously paid (the sum of the amounts described in this subsection shall
be hereinafter referred to as the "Accrued Obligations").

          (ii) NFM shall continue to pay to Executive, in regular bi-weekly
installments Executive's Base Salary under the Agreement for the duration of the
Employment Period. If Executive commences employment with another employer, or
if Executive engages in other work for compensation, then NFM's obligation to
pay bi-weekly installments shall be reduced or eliminated to the extent
Executive receives compensation from the other employer or work.

                                       4


          (iii) NFM shall continue to provide benefits to Executive at least
equal to those which would have been provided to him in accordance with the
plans, programs, practices and policies which are generally applicable to other
peer executives, for the duration of the Employment Period (the "Welfare Benefit
Continuation"). If Executive commences employment with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provider plan, the medical and other welfare benefits to be provided by
NFM as described herein shall terminate.

          (B)  DEATH.  If  Executive's  employment  is  terminated  by reason of
Executive's death during the Employment  Period,  this Agreement shall terminate
without  further  obligation to  Executive's  legal  representatives  under this
Agreement, other than for payment of Accrued Obligations (which shall be paid to
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
thirty (30) days of the Date of Termination).

          (C) CAUSE; OTHER THAN FOR GOOD REASON. If Executive's employment shall
be terminated  for Cause or Executive  terminates  his  employment  without Good
Reason during the Employment  Period,  this Agreement  shall  terminate  without
further  obligations to Executive  other than the obligation to pay to Executive
the Accrued  Obligations and the amount of any compensation  previously deferred
by Executive,  in each case to the extent theretofore unpaid, all of which shall
be paid in cash within thirty (30) days of the Date of Termination.

          (D)  DISABILITY.  If  Executive's  employment  shall be  terminated by
reason of Executive's  Disability during the Employment  Period,  this Agreement
shall terminate without further obligation to Executive,  other than for payment
of Accrued  Obligations  and the  timely  payment or  provision  of the  Welfare
Benefit  Continuation.  Accrued Obligations shall be paid to Executive in a lump
sum in cash within thirty (30) days of the Date of Termination.  Executive shall
be entitled after the Disability  Effective Date to receive disability and other
benefits as in effect at the  Disability  Effective  Date with  respect to other
peer  executives of NFM and their families.  In addition,  NFM shall continue to
pay to Executive in regular biweekly installments, Executive's base salary under
the Agreement for a period of six months following termination.

(E) In the event that NFM is obligated hereunder to pay Welfare Benefit
Continuation to Executive following termination of Executive's employment, NFM
may satisfy its obligation to pay the medical insurance component of the Welfare
Benefit Continuation by advancing COBRA payments for the benefit of Executive.


                                       5


5.        CHANGE IN CONTROL.

          (A) DEFINED. For purposes of this Agreement,  a "Change in Control" of
NFM shall be deemed to have occurred as of the first day that any one or more of
the following conditions shall have occurred:

                    (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Act"), becomes
the "beneficial owner" (as defined in Rule 13-d under the Act) directly or
indirectly, of securities representing more than fifty percent (50%) of the
total voting power represented by NFM's then outstanding voting securities; or

                    (ii) A change in the composition of the Board, as a result
of which fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either (a) are directors of NFM
as of the date hereof, or (b) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connect with an actual or
threatened proxy contest relating to the election of directors of NFM).

                    (iii) NFM merges with any other corporation after which a
majority of the shares of the resulting entity are not held by the shareholders
of NFM prior to the merger.

          (B) BONUS TO EXECUTIVE. In the event of a change of control based on
the acquisition of shares in the public market at a price of $5.00 per share or
higher, or in the event of a merger based on a valuation of NFM stock at a price
of $5.00 per share or higher, then Executive shall receive, in addition to any
other benefits hereunder, a bonus in the amount one year of base salary, to be
paid in bi-weekly installments over a period of one year, following the end of
the Employment Period.

6.        CONFIDENTIAL INFORMATION.

          (A) CONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential
Information" includes, without limitation, design information, manufacturing
information, business, financial, and technical information, sales and
processing information, product information, customers, customer lists, vendors,
vendor lists, pricing information, corporation and personal business contact and
relationships, corporation and personal business opportunities, software,
computer disks or files, or any other electronic information of any kind,
Rolodex cards or other lists of names, addresses or telephone numbers, financial
information, projects, potential projects, current projects, projects in
development and future projects, forecasts, plans, contracts, releases, and
other documents, materials, writings or information, including those which are
prepared, developed or created by Executive, or which come into the possession
of Executive by any means or manner, and which relate directly or indirectly to
NFM or any of its owners, predecessors, successors, subsidiaries, affiliates,
and all of its shareholders, directors and officers (all of the above
collectively referred to as "Confidential Information"). Confidential
Information includes information developed by Executive in the course of

                                       6


Executive's services for NFM, as well as other Confidential Information to which
Executive may have access in connection with Executive's services. Confidential
Information also includes the confidential information of other individuals or
entities with which NFM has a business relationship. Confidential Information
shall not include any information (a) which is in the public domain or which
enters the public domain through no act of omission of Executive or (b) which
was in the possession of Executive prior to the commencement of his employment
with NFM. For purposes of this section 6, the term "NFM" shall include all of
its predecessors, subsidiaries and affiliates.

          (B) DUTY OF CONFIDENTIALITY. Executive will maintain in confidence and
will not, directly or indirectly, disclose or use (or allow others working with
or related to Executive to disclose or use), either during or after the term of
this Agreement, any Confidential Information belonging to NFM, whether in oral,
written, electronic or permanent form, except solely to the extent necessary to
perform services on behalf of NFM. Upon termination of this Agreement, or at the
request of NFM prior to its termination, Executive shall deliver forthwith to
NFM all original Confidential Information (and all copies thereof) in
Executive's possession or control belonging to NFM and all tangible items
embodying or containing Confidential Information.

          (C) DOCUMENTS, RECORDS, ETC. All documents, records, data, equipment
and other physical property, whether or not pertaining to Confidential
Information, which are furnished to Executive by NFM or are produced by
Executive in connection with Executive's services will be and remain the sole
property of NFM. Executive will return to NFM forthwith all such materials and
property upon the termination of this Agreement o r sooner if requested by NFM.

          (D) ASSIGNMENT OF RIGHTS. Executive shall make full and prompt
disclosure to NFM of any and all designs, intellectual property, software,
inventions, discoveries, or improvements (individually and collectively,
"Inventions") made by Executive as a result or product of his employment
relationship with NFM. Executive hereby assigns to NFM without additional
compensation the entire worldwide right, title and interest in and to such
Inventions, and related intellectual property rights and without limitation all
copyrights, copyright renewals or reversions, trademarks, trade names, trade
dress rights, industrial design, industrial model, inventions, priority rights,
patent rights, patent applications, patents, design patents and any other rights
or protections in connection therewith or related thereto, for exploitation in
any form or medium, of any kind or nature whatsoever, whether now known or
hereafter devised. To the extent that any work created by Executive can be a
work for hire pursuant to U.S. Copyright Law, the parties deem such work a work
for hire and Executive should be considered the author thereof. Executive shall,
at the request of NFM, without additional compensation from time to time
execute, acknowledge and deliver to NFM such instruments and documents as NFM
may require to perfect, transfer and vest in NFM the entire right, title and
interest in and to such inventions. In the event that Executive does not timely
perform such obligations, Executive hereby makes NFM and its officers his
attorney in fact and gives them the power of attorney to perform such
obligations and to execute such documents on Executive's behalf. Executive shall
cooperate with NFM upon NFM's request and at NFM's cost but without additional


                                       7


compensation in the preparation and prosecution of patent, trademark, industrial
design and model, and copyright applications worldwide for protection of rights
to any Inventions.


                    (E) INJUNCTIVE RELIEF. Executive acknowledges that a
violation or attempted violation on Executive's part of any agreement in this
Section 5 will cause irreparable damage to NFM, and accordingly, Executive
agrees that NFM shall be entitled as a manner of right to an injunction from any
court of competent jurisdiction restraining any violation or further violation
of such agreement by Executive; such right to an injunction, however, shall be
cumulative and in addition to whatever other remedies that NFM may have. Terms
and agreements set forth in this Section 6 shall survive the expiration or
termination of this Agreement for any reason. The existence of any claim of
Executive, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by NFM of the covenants contained in
this Agreement.

         7.         NON-COMPETE; NON-SOLICITATION

                    (A) NON-COMPETE. Except as set forth below, for a period
commencing on the Effective Date hereof and ending one year after the date
Executive ceases to be employed by NFM (the "Non-Competition Period"), Executive
shall not, directly or indirectly, either for himself or any other person, own,
manage, control, materially participate in, invest in, permit his name to be
used by, act as consultant or advisor to, render material services for (alone or
in association with any person, firm, corporation or other business
organization) or otherwise assist in any manner any business which is a
competitor of a substantial portion of NFM's business or of the business of any
subsidiary of NFM (collectively, a "Competitor"). For purposes of this
Agreement, the term "Competitor" includes, but is not limited to, Playboy
Enterprises, Private Media, and their affiliates and subsidiaries. Nothing
herein shall prohibit Executive from being a passive owner of not more than five
percent of the equity securities of a Competitor which is publicly traded, so
long as he has no active participation in the business of such Competitor.

                    (B) NON-SOLICITATION. During the Non-Competition Period,
Executive shall not, directly or indirectly, (i) induce or attempt to induce or
aid others in inducing anyone working at NFM to cease working at NFM, or in any
way interfere with the relationship between NFM and anyone working at NFM except
in the proper exercise of Executive's authority or (ii) in any way interfere
with the relationship between NFM and any customer, supplier, licensee or other
business relation of NFM.

                    (C) SCOPE. If, at the time of enforcement of this Section 7,
a court shall hold that the duration, scope, area or other restrictions stated
herein are unreasonable under circumstances then existing, the parties agree
that the maximum duration, scope, area or other restrictions reasonable under
such circumstances shall be substituted for the stated duration, scope, area or
other restrictions.


                                       8



                    (D) INDEPENDENT AGREEMENT. The covenants made in this
Section 7 shall be construed as an agreement independent of any other provisions
of this Agreement, and shall survive the termination of this Agreement.
Moreover, the existence of any claim or cause of action of Executive against NFM
or any of its affiliates, whether or not predicated upon the terms of this
Agreement, shall not constitute a defense to the enforcement of these covenants.

         8.        ARBITRATION.

         No dispute between NFM (or any of its officers, directors, employees,
subsidiaries or affiliates) and Executive, which is in any way related to the
employment of Executive (including but not limited to claims of wrongful
termination; racial, sexual or other discrimination or harassment; defamation;
and other employment-related claims or allegations) shall be the subject of a
lawsuit filed in state or federal court. Instead, any such dispute shall be
submitted to binding arbitration before the American Arbitration Association
("AAA") or any other individual or organization on which the parties agree or
which a court may appoint.1 It is understood that both sides are hereby waiving
the right to a jury trial.

         The arbitration shall be initiated in Boulder, Colorado and shall be
administered by AAA under its commercial arbitration rules before a single
arbitrator that shall be mutually agreed upon by the parties hereto. If the
parties cannot agree on a single arbitrator, then an arbitrator shall be
selected in accordance with the rules of AAA. The arbitration must be filed
within six months of the act or omission which gives rise to the claim. Each
party shall be entitled to take one deposition, and to take any other discovery
as is permitted by the Arbitrator. In determining the extent of discovery, the
Arbitrator shall exercise discretion, but shall consider the expense of the
desired discovery and the importance of the discovery to a just adjudication.

         The Arbitrator shall render an award which conforms to the facts, as
supported by competent evidence (except that the Arbitrator may accept written
declarations under penalty of perjury, in addition to live testimony), and the
law as it would be applied by a court sitting in the state of Colorado. The cost
of arbitration shall be advanced equally by the parties; however, the Arbitrator
shall have the power, in his discretion, to award some or all of the costs of
arbitration and reasonable attorneys' fees to the prevailing party. Any party
may apply to a court of competent jurisdiction for entry of judgment on the
arbitration award.

         9. NO CONFLICTING OBLIGATIONS OF EXECUTIVE.

- ---------------

         1 Notwithstanding the above, either NFM or Executive may file with an
appropriate state or federal court a claim for injunctive relief in any case
where the filing party seeks provisional injunctive relief or where permanent
injunctive relief is not available in arbitration. The filing of a claim for
injunctive relief in state or federal court shall not allow either party to
raise any other claim outside of arbitration.

                                       9



         Executive represents and warrants that he is not subject to any duties
or restrictions under any prior agreement with any previous employer or other
person or entity, and that he has no rights or obligations which may conflict
with the interests of NFM or with the performance of Executive's duties and
obligations under this Agreement. Executive agrees to notify NFM immediately if
any such conflicts occur in the future.

         10.      SUCCESSORS.

                  (A) This Agreement is personal to Executive and shall not be
assignable by Executive.

                  (B) This Agreement shall inure to the benefit of NFM and its
successors and assigns. NFM may assign this Agreement to any successor or
affiliated entity, subsidiary, sibling, or parent company.

         11.       MISCELLANEOUS

                  (A) This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without reference to the
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement contains
the full and complete understanding between the parties hereto and supersedes
all prior understandings, whether written or oral pertaining to the subject
matter hereof. This Agreement may not be amended or modified otherwise than by
written agreement executed by Executive and by the designated representative of
the Board.

(B) All notices and other communications hereunder shall be in writing and shall
be given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, or by facsimile, or by email, or by
hand delivery to such address as either party shall have furnished to the other
in writing in accordance herewith. Notice may be given to NFM or Executive as
follows:

       Executive:                         NFM:
       10077 North 75th Street            7007 Winchester Circle, Suite 200
       Longmont, Colorado 80503           Boulder, Colorado 80301

       Notice to NFM also must be given to:

       Alan L. Isaacman
       Isaacman, Kaufman & Painter
       8484 Wilshire Boulevard, Suite 850
       Beverly Hills, California 90211
       Fax: 323/782-7744
       Email: isaacman@ikplaw.com

                                       10


                  (C). The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (D) NFM may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

                  (E) The failure of either party to insist upon strict
compliance with any provision of this Agreement, or the failure to assert any
right either party may have hereunder, shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.

                  IN WITNESS WHEREOF, Executive has hereunto set Executive's
hand and, pursuant to the authorization from its Board of Directors, NFM has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

NEW FRONTIER MEDIA, INC.                                     EXECUTIVE
A Colorado Corporation

By  /s/ Karyn Miller                                    /s/ Michael Weiner
  -----------------------                              ------------------------
                                                          Michael Weiner


                                       11

EX-10

                                                                   EXHIBIT 10.21

                       SEPARATION AND CONSULTING AGREEMENT

                                     PARTIES

         This Agreement is entered into as of February 13, 2003, by and between
Mark Kreloff, an individual ("Kreloff"), and New Frontier Media, Inc. ("NFM"), a
Colorado corporation.

                                    RECITALS

         A. On or about December 22, 1998, NFM and Kreloff entered into a
written Employment Agreement. Subsequently, NFM and Kreloff agreed to a written
Amendment to Employment Agreement, dated December 22, 2000, and later to an
undated Amendment to Executive's Employment Agreement.

         B. In addition, Kreloff has been elected to the Board of Directors of
NFM and is currently a member of that Board.

         C. In view of the expiration of the Employment Agreement and in view of
Kreloff's desire to engage in other activities, it is now the mutual desire of
the parties that Kreloff shall resign from his position as an officer of NFM and
any subsidiary corporation of NFM, that Kreloff shall resign from his position
as member of the Board of Directors of any subsidiary corporation of NFM, and
that Kreloff shall continue to provide services to NFM in the capacity of an
outside consultant.

         NOW, THEREFORE, the parties agree as follows:

                                       -1-




                                      TERMS

         1. Separation. Kreloff hereby resigns from his position as officer of
NFM and any subsidiary corporation of NFM. Kreloff hereby resigns from his
position as Chairman of the Board of Directors of NFM, although he does not
resign from the Board of Directors of NFM. Kreloff hereby resigns from his
position as member of the Board of Directors of any subsidiary corporation of
NFM. Subject to the foregoing, Kreloff shall remain employed by NFM (in a
non-officer position) until 5:00 p.m. on March 31, 2003.

                  1.1 During the remainder of his employment with NFM, Kreloff
shall perform such services as are requested by NFM (acting through its
president, chief executive officer or board of directors). Kreloff shall use
reasonable and good faith efforts in providing such services and shall not
engage in any conduct which NFM believes to be contrary to its interests.

                  1.2 NFM shall continue to pay Kreloff at his current base
salary, shall continue to provide Kreloff with health insurance, and shall
continue to provide Kreloff with his current car allowance until the termination
of his employment.

                  1.3 NFM shall not provide Kreloff with offices, secretarial,
administrative or other assistance during the remainder of his employment with
NFM. It is understood and agreed that Kreloff shall provide services from his
home or from such other location as may reasonably be necessary for the
provision of services. Kreloff shall not be authorized to incur expenses
chargeable to NFM, and Kreloff agrees not to incur any such expenses.

         2. Consulting agreement. Effective April 1, 2003 and continuing until
June 30, 2004, Kreloff shall serve as "Special Consultant" to NFM. As such,
Kreloff shall not be an employee of NFM but shall be an independent contractor.
Kreloff shall perform such consulting services as are reasonably requested by
NFM (acting through its president, chief executive officer or board of
directors). Kreloff shall use reasonable and good faith efforts in providing
such services and shall not engage in any conduct which NFM believes to be
contrary to its interests.

                                       -2-



                  2.1 During the term of the Consulting Agreement, NFM shall not
provide Kreloff with offices, secretarial, administrative or other assistance.
It is understood and agreed that Kreloff shall provide services from his home or
from such other location as may reasonably be necessary for the provision of
services. In the absence of advance, written approval by NFM, Kreloff shall not
be authorized to incur expenses chargeable to NFM, and Kreloff agrees not to
incur any such expenses.

                  2.2 During the term of the Consulting Agreement, NFM shall pay
the total amount of $20,000 per month to Kreloff, as compensation for his
services. The first payment to Kreloff shall be made on the Effective Date of
this Agreement. Payments thereafter shall be made on the 1st day of each month
beginning May 1, 2003.

                  2.3 During the term of the Consulting Agreement, NFM shall
make COBRA payments applicable to the provision of health insurance to Kreloff
and his dependents.

         3. Duty to cooperate. From the date of this Agreement, throughout the
term of the Consulting Agreement, and for 12 months thereafter, Kreloff shall
reasonably cooperate with NFM in any company investigation or in the prosecution
or defense of any lawsuit, insofar as such investigation or lawsuit pertains to
matters occurring during the term of the Consulting Agreement or prior thereto.
Any such requests by NFM and/or its counsel shall be reasonable and shall not
interfere with Kreloff's ability to engage in other business pursuits or
ventures.

         4. Confidentiality. Kreloff agrees to keep absolutely confidential all
confidential information which he received or generated during his employment
with NFM. The provisions of sections 7 and 9 of the written Employment Agreement
between NFM and Kreloff, dated December 22, 1998, are specifically reaffirmed by
the parties. This confidentiality agreement shall not in any way prevent Kreloff
from disclosing any information to his attorney, or on federal or state tax
returns, or in response to a lawful subpoena or court order requiring disclosure
of this information.

                                       -3-



         5. Non-disparagement. From the date of this Agreement, throughout the
term of the Consulting Agreement, and for 12 months thereafter, Kreloff shall
not make any public disparaging statements concerning NFM's officers, directors,
employees, attorneys, agents, or contracting parties, or its business or
operations. From the date of this Agreement, throughout the term of the
Consulting Agreement, and for 12 months thereafter, NFM shall not make any
public disparaging statements concerning Kreloff. This non-disparagement
agreement shall not in any way prevent the parties from disclosing any
information to their attorneys or in response to a lawful subpoena or court
order requiring disclosure of information. This non-disparagement agreement
shall not in any way restrict the parties or their agents in their statements to
other NFM Directors or at meetings of the NFM Board of Directors, during their
membership on the board.

                  5.1 From the date of this Agreement until the termination of
the Consulting Agreement, Kreloff shall not assist in any effort to form a group
for the purpose of acquiring a controlling interest in NFM or its subsidiaries,
unless he first receives the express permission of the Board of Directors. This
paragraph shall not in any way prevent Kreloff from disclosing any information
to his attorney or in response to a lawful subpoena or court order requiring
disclosure of information.

         6. Repayment of Salary Advance. On or before March 31, 2003, Kreloff
shall pay to NFM the sum of $40,250, which constitutes the balance owing on a
salary advance previously made by NFM to Kreloff. Kreloff may make payment in
cash or by transferring to NFM shares of NFM stock or both. NFM stock shall be
valued at $.94 per share for purposes of this paragraph.

                                       -4-



         7. Non-Compete. From the date of this Agreement until the termination
of the Consulting Agreement, Kreloff shall not become an owner, manager,
executive or other employee, or consultant of any competitor of NFM in the adult
cable or satellite broadcast business or in the adult internet business. Kreloff
further agrees that, during the term of the Consulting Agreement, he shall not
encourage or cause any distributor of NFM's products to offer adult programming
distributed by any competitor of NFM. For purposes of this Agreement, the
existing cable programming of HBO, Cinemax and Showtime is not considered
"adult" or competitive with NFM.

         8. Release by Kreloff and NFM. In exchange for the consideration set
forth herein, and excluding only the obligations set forth in this Agreement,
Kreloff and NFM hereby forever waive, release, discharge, and acquit the other
party, their affiliates and subsidiaries, and all of their respective agents,
attorneys, representatives, shareholders, directors, officers, employees,
consultants, independent contractors, predecessors, successors, assigns and
insurance carriers from any and all claims, costs, demands, debts, actions,
causes of action, liabilities, and obligations of every kind, matured and
unmatured, now existing or arising in the future out of currently existing known
facts, of any kind or nature whatsoever, including but not limited to any and
all claims for breach of contract; wrongful termination; violation of public
policy; discrimination based on race, sex, sexual preference, age, religion or
any other basis; harassment based on race, sex, sexual preference, age, religion
or any other basis; violation of the Fair Labor Standards Act, any state labor
laws or other statute, ordinance, regulation or common law pertaining in any way
to employment; violation of any other state or federal laws (whether statutory,
regulatory or judicially created) pertaining to wage and hour laws, equal pay or
employee benefits; or any claims for defamation, assault, battery, or invasion
of privacy.

         9. Kreloff understands that by entering into this agreement and
executing this release, he is giving up rights and claims which he may have
against NFM and the other released parties, as more fully described in the
preceding paragraph. Kreloff understands that this release includes a release of
any and all claims he may have under the Civil Rights Act of 1964, as amended,
42 U.S.C. ss. 2000, et seq., and the Age Discrimination in Employment Act, as
amended, 29 U.S.C. ss. 621, et seq.

                                       -5-



         10.   Kreloff acknowledges that 29 U.S.C.ss. 626(f) provides in part as
follows:
                  An individual may not waive any right or claim under this Act
                  unless the waiver is knowing and voluntary. Except as provided
                  in paragraph (2)[relating to the settlement of a charge filed
                  with the Equal Employment Opportunity Commission or an action
                  filed in court], a waiver may not be considered knowing and
                  voluntary unless at a minimum--

                           (A) the waiver is part of an agreement between the
                  individual and the employer that is written in a manner
                  calculated to be understood by such individual, or by the
                  average individual eligible to participate;

                           (B) the waiver specifically refers to rights or
                  claims arising under this Act;

                           (C) the individual does not waive rights or claims
                  that may arise after the date the waiver is executed;

                           (D) the individual waives rights or claims only in
                  exchange for consideration in addition to anything of value to
                  which the individual already is entitled;

                           (E) the individual is advised in writing to consult
                  with an attorney prior to executing the agreement;

                           (F)(i) the individual is given a period of at least
                  21 days within which to consider the agreement; . . .

                           (G) the agreement provides that for a period of at
                  least 7 days following the execution of such agreement, the
                  individual may revoke the agreement, and the agreement shall
                  not become effective or enforceable until the revocation
                  period has expired . . .

                                       -6-



     11. Kreloff acknowledges that (1) he is not hereby waiving rights or claims
that may arise after the date this  release  agreement  is  executed;  (2) he is
receiving  consideration  in exchange  for his release of claims under 29 U.S.C.
ss. 621, et seq., and this  consideration is in addition to anything of value to
which he is  already  entitled;  (3) he is hereby  advised  to  consult  with an
attorney before executing this release agreement;  (4) he has been given 21 days
within which to consider this release  agreement;  and (5) he will have a period
of 7 days  after  execution  of this  release  agreement  in which to revoke the
agreement  if he so  chooses,  the  release  agreement  not being  effective  or
enforceable until that period has expired.

     13. Kreloff and NFM understand  that if any fact with respect to any matter
relevant  to their  decision to enter into this  agreement  is found to be other
than,  or  different  from,  the facts  now  believed  by them to be true,  they
expressly  accept and assume the risk of such  possible  difference in facts and
agree  that this  Agreement  shall be, and  remain,  in full force and effect no
notwithstanding   such   difference  in  fact;   provided  that  such  continued
enforceability  of this  Agreement  shall not be deemed  to modify  the  express
language and scope of the mutual releases set forth in Section 8 above regarding
"currently existing known facts".

     14. To the extent any applicable  state or federal law provides as follows:
A general  release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of his executing the release, which if
known by him must have materially affected his settlement with the debtor.

The parties waive and release all rights they may have under such law; provided
that such waiver shall also not be deemed to modify the express language and
scope of the mutual releases set forth in Section 8 above regarding "currently
existing known facts".

         15 The parties agree that this Agreement and Release shall be binding
upon their heirs, beneficiaries, successors and assigns, and shall inure to the
benefit of NFM and Kreloff, and to all of their insurance carriers, attorneys,
agents, representatives, shareholders, directors, officers, employees,
consultants, independent contractors, affiliates, subsidiaries and parent
corporations.

                                       -7-



         16. Kreloff represents and warrants that he has the sole right and
exclusive authority to execute this releases, that he is not restricted in doing
so, and that he has not sold, assigned, transferred, conveyed, encumbered,
hypothecated, or otherwise disposed, voluntarily or involuntarily, of any claim
or demand relating to any matter covered by this Agreement. Kreloff further
represents and warrants that he has not filed any petition in bankruptcy, unless
any such action was dismissed at least twelve months before the execution of
this Agreement.

         17. Effective date of agreement. This Agreement shall become effective
and enforceable on the eighth day after it is executed by both parties.

         18. No Admission of Liability. The parties hereto understand and agree
that the giving of consideration, and the giving and accepting of this Release
and the agreements contained herein, shall not constitute or be construed as an
admission of any liability whatsoever by the parties hereto, or the admission of
the validity of any claims made by or against any party hereto.

         19. Opportunity to Consult with Counsel. The parties acknowledge that
they have had the opportunity to consult with and obtain the advice of counsel
prior to entering this Agreement and Release.

         20. Agreement mutually drafted. Both sides of this Agreement have had
the opportunity to contribute to the drafting of this Agreement. Accordingly, it
is agreed that the usual rule of interpretation adverse to the drafter of an
agreement will have no effect in connection with this Agreement.

                                       -8-



         21. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto with respect to the subject matter herein contained. There
are no restrictions, promises, warranties, covenants, undertakings, or
representations other than those expressly set forth herein. Each party hereby
expressly acknowledges that he or it has not relied upon any restrictions,
promises, warranties, covenants, undertakings, or representations whatsoever by
any party hereto other than those expressly contained herein. This Agreement may
be amended only by written instrument executed by all of the parties hereto.

         22. Attorney's Fees. If any action is commenced to enforce the
provisions of this Agreement or for breach of this Agreement, or if this
Agreement is raised as a defense to any action, the parties hereby agree that
the prevailing party in any such action shall be entitled, in addition to any
other remedies, to an award of reasonable attorneys' fees.

         23. Miscellaneous. Should any paragraph, clause or provision of this
Agreement be found invalid or unenforceable, such decision shall affect only the
paragraph, clause or provision so construed or interpreted, and all remaining
paragraphs, clauses and provisions shall remain valid and enforceable.

         24. This Agreement shall be governed by the law of the State of
Colorado applicable to contracts executed and wholly performed therein.

         25. This Agreement may be signed in counterparts, and shall be in
effect as soon as it is signed by all parties.

                                              /s/ Mark Kreloff
                                              --------------------------------

                                                 New Frontier Media, Inc.

                                           By   /s/ Michael Weiner
                                              --------------------------------


                                       -9-

EX-14

                                                                   EXHIBIT 14.00

       Code of Ethics for New Frontier Media, Inc.'s Financial Management

         New Frontier Media, Inc.'s mission includes the promotion of
professional conduct in the practice of its financial management. Those persons
responsible for financial management at New Frontier Media, Inc. hold an
important and elevated role in corporate governance in that they are uniquely
capable and empowered to ensure that the interests of all those involved with
New Frontier Media, Inc. - including shareholders, employees, customers, and the
public - are appropriately balanced, protected and preserved.

         This Code of Ethics provides principles for those persons responsible
for New Frontier Media, Inc.'s financial management. These persons are expected
to adhere to these principles and advocate them. These principles embody rules
regarding individual and peer responsibilities, as well as responsibilities to
other employees, the public and shareholders. Any violations of this Code of
Ethics may result in disciplinary action.

         All those persons responsible for financial management at New Frontier
Media, Inc. will:

o    Act with honesty and integrity, avoiding actual or apparent conflicts of
     interest in personal and professional relationships.

o    Provide public disclosure of information that is accurate, complete,
     objective, relevant, timely and understandable.

o    Comply with rules and regulations of federal, state and local governments,
     and other appropriate private and public regulatory agencies.

o    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing one's independent
     judgment to be subordinated.

o    Respect the confidentiality of information acquired in the course of one's
     work except when authorized or otherwise legally obligated to disclose.

o    Confidential information acquired in the course of one's work will not be
     used for personal advantage.

o    Share knowledge and maintain skills important and relevant to New Frontier
     Media, Inc.

o    Proactively promote and be an example of ethical behavior as a responsible
     partner among peers, in the work environment and the community.

o    Achieve responsible use of and control over all assets and resources
     employed or entrusted.



                   *        *        *       *       *       *

EX-23

                                                                    EXHIBIT 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated May 30, 2003 (except for Note 19, as to which
the date is June 12, 2003), accompanying the consolidated financial statements
and schedule included in the Annual Report of New Frontier Media, Inc. on Form
10-K for the years ended March 31, 2003 and 2002. We hereby consent to the
incorporation by reference of said report in the Registration Statement of New
Frontier Media, Inc. on Form S-8 (File No. 333-102694).

GRANT THORNTON LLP

New York, New York
June 27, 2003

EX-23

                                                                   Exhibit 23.02




                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement
of New Frontier Media, Inc. and Subsidiaries on Form S-8 (File No. 333-102694)
of our report, dated May 18, 2001, appearing in the Annual Report on Form 10-K
of New Frontier Media, Inc. and Subsidiaries for the year ended March 31, 2003.

/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
- --------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
June 27, 2003

EX-99

                                                                   EXHIBIT 99.01

                             PRESIDENT CERTIFICATION

I, Michael Weiner, President of New Frontier Media, Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of New Frontier Media, Inc.
(the "Registrant");

         2. Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Annual Report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

         4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and

         c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and

         6. The Registrant's other certifying officer and I have indicated in
this Annual Report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: June 27, 2003

/s/   Michael Weiner
- ------------------------------------
President
(Principal Executive Officer)

EX-99

                                                                   EXHIBIT 99.02

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Karyn L. Miller, Chief Financial Officer of New Frontier Media, Inc.,
certify that:

         1. I have reviewed this Annual Report on Form 10-K of New Frontier
Media, Inc. (the "Registrant");

         2. Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Annual Report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

         4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of the
Annual Report (the "Evaluation Date"); and

         c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and

         6. The Registrant's other certifying officer and I have indicated in
this Annual Report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: June 27, 2003

/s/   Karyn L. Miller
- --------------------------
Chief Financial Officer
(Principal Financial Officer)

EX-99

                                                                   EXHIBIT 99.03

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of New Frontier Media, Inc. (the
"Company") on Form 10-K for the year ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Weiner, President of the Company, certify, pursuant to Section 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

         (1) The Report fully complies with the requirements of Section 13(a)
and 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Michael Weiner
- ------------------------------------
Michael Weiner
President
June 27, 2003











A signed original of this written statement required by Section 906 has been
provided to New Frontier Media, Inc. and will be retained by New Frontier Media,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.

EX-99

                                                                   EXHIBIT 99.04

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of New Frontier Media, Inc. (the
"Company") on Form 10-K for the year ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Karyn
L. Miller, Chief Financial Officer of the Company, certify, pursuant to Section
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a)
and 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Karyn L. Miller
- ------------------------------------
Karyn L. Miller
Chief Financial Officer
June 27, 2003



















A signed original of this written statement required by Section 906 has been
provided to New Frontier Media, Inc. and will be retained by New Frontier Media,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.