8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2006

New Frontier Media, Inc.

(Exact name of registrant as specified in its charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-23697	84-1084061
(Commission File Number)	(IRS Employer Identification Number)

7007 Winchester Circle, Suite 200, Boulder, Colorado 80301

(Address of Principal Executive Offices)

(303) 444-0900

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(b) of the Company’s Form 8-K Report dated July 26, 2006 is amended as follows:

Subsequent to the date of his formal resignation from the Company’s Board of Directors, Dr. Skender Fani sent an email to the Company’s Board of Directors setting forth disagreements with the Company. The email is filed as an exhibit to this amended Report, together with the Company’s response.

Dr. Fani’s disagreement primarily relates to his objection to the terms of proposed raises for the President and Chief Financial Officer of the Company for fiscal 2007 being discussed among the independent members of the Board of Directors and the Company’s proxy statement for its Annual Meeting to the extent it does not describe proposed future compensation and contract terms.

Item 8.	Exhibits.
17.1	Letter from Hank Gracin, Esq., dated August 1, 2006.
17.2	Email from Dr. Skender Fani, dated July 27, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEW FRONTIER MEDIA, INC.

Dated: August 7, 2006	By:/s/ Michael Weiner
	Michael Weiner
	Chief Executive Officer

EX-17

                                 Lehman & Eilen
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BOB E. LEHMAN+
HOWARD S. EILEN+
HANK GRACIN++
   ---------
    COUNSEL
SCOTT D. STECHMAN+
LAWRENCE S. LEIBOWITZ+
   ---------
STEPHANIE G. SENZER+
STEVEN J. PAPPAS
KENNETH A. ADAMS
LANCE P. CHABUS
DANIEL J. REISER
BATYA GOODMAN

NEW YORK OFFICE:
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50 CHARLES LINDERGH BLVD.
UNIONDALE, NY 11553-3612

+ ADMITTED IN NEW YORK ONLY
++ ADMITTED IN NEW YORK & FLORIDA


                                                                  August 1, 2006

WRITER'S E-MAIL ADDRESS:
hgracin@lehmaneilen.com


VIA ELECTRONIC MAIL

Dr. Skender Fani
Walfischgasse 14
A-1010 Vienna
Austria

         Re: New Frontier Media, Inc.

Dear Skender:

         Your email of July 27, 2006,  addressed to Michael Weiner and copied to
the Board of Directors, has been referred to me for reply.

         In your letter of July 27, you state the following:

         "I was not in favor of raises for 2007.

         I also am against the proxy filed where it states compensation. After
         the board meeting June 2, 2006 there are higher salaries and longer
         terms and I feel this is misleading to the investors who are voting."

         Michael, Ken, and Karyn have employment agreements expiring March 31,
2007, the end of the 2007 fiscal year. They continue to be paid in accordance
with these agreements.

         The Board has discussed extending the employment agreements, for an
additional two years, through March 31, 2009. Upon signing extension agreements,
Ken and Karyn would receive signing bonuses, payable in installments through the
end of the 2007 fiscal year. Michael has not been offered a signing bonus. For
Ken and Karyn, no signing bonus would be paid unless and until written extension
agreements were executed.


                                       1

Dr. Skender Fani
August 1, 2006
Page 2


         To date, no such agreements have even been presented to Ken, Karyn, or
Michael, let alone executed by any of them. Until new agreements are executed,
it would be premature to announce their existence or their expected terms.

         Your letter further states that "Ken threatened to leave if he did not
get his way at the June meeting and that would be a material event had he done
so and would have had to be reported immediately so why not the new terms and
amounts?"

         Ken did not threaten to leave if he did not get his way. Ken said that
he was unhappy with the initial compensation proposed by the Board in connection
with the Board's offer to extend the term of Ken's employment beyond March 31,
2007. Ken indicated that in the event that the Board did not offer a more
attractive compensation package, Ken would likely not agree to extend his
employment with the company beyond the March 31, 2007 expiration of his current
agreement. The Board considered Ken's comments and elected to offer increased
fixed compensation to him. At no time did Ken threaten to leave the company
before the expiration of his current agreement. Ken continues to perform under
the terms of his existing agreement.

         Hopefully, the Board and Michael, Ken, and Karyn will conclude written
agreements for extended terms of employment for Michael, Ken, and Karyn,
respectively. At that time, it will be appropriate to disclose the existence of
extended employment agreements.

         Your letter additionally refers to email from, and a phone conversation
with, Melissa regarding amendments to the current employment agreements and " .
.. . numerous seemingly serious issues that may arise . . . ." You express that
you did not want to have "any involvement with these negotiations."

         I am not aware of the serious issues to which you refer. As you said
not long ago, it should not be difficult to draft extensions to the existing
employment agreements. Your election not to be involved in the negotiation of
the new employment terms was, of course, a matter for you to decide. However,
your concern about "numerous seemingly serious issues" appears to be unfounded.

         Likewise, your conclusion that you cannot be effective in compensation
matters, apparently based on your belief that the Board is inclined to make
compensation decisions without your input, is misplaced. You participated by
telephone in the last Board meeting until approximately the last hour or so of
the meeting, when, as you later stated, your cell phone battery expired.
Undoubtedly, the Board would have preferred that you continued your
participation by land-line phone service, but, perhaps, that was not feasible
because of the lateness of the hour at your European location. In your absence,
the Board continued its deliberations and reached a strong consensus on the
compensation and other issues remaining to be decided by the Board.


                                       2


Dr. Skender Fani
August 1, 2006
Page 3

         It is regrettable that you have not been able to attend in person any
of the last three Board meetings. Perhaps, your absence has contributed to your
feeling of ineffectiveness as a Board member. I must say that whenever we were
in attendance together at Board meetings, I observed that your comments were
treated with utmost seriousness. Even at the last Board meeting, until your
phone disconnected, you and the other Board members appeared to be reaching
consensus through the Board's deliberations. Unfortunately, your premature
disconnection prevented your continued participation in the Board's
deliberations and its ultimate decisions.

         Your sense of pride at the accomplishments of the Board and management
over recent years is well-deserved. I submit, however, that your apprehension
that the focus of the company and its management has undergone a negative change
is attributable to your substantially reduced involvement with the company in
recent times. For example, your observation that ". . . some people are mainly
interested in new contracts with `platinum parachute provisions', extensions and
better terms in the event of a change in control," bears little relationship to
the issues which were the subject of recent Board discussions concerning the
extension of employment agreements. Indeed, to my knowledge, the term "platinum
parachute" is not a term that has been mentioned by anyone connected with the
Board's discussions. Moreover, while the consequences of a change in control
would be an understandable concern for senior management, it is not anticipated
that the amendments extending the terms of employment will have the net effect
of providing substantially increased benefits to management in the event of a
change of control.

         Finally, I know that your fellow Board members appreciate your service
to the company during your years as a director. The company is especially
grateful for your generous offer to assist the company in the future. The Board
and its management are committed to doing all that they can in order to continue
the company's successes. Thank you for your continued support and good wishes.


                                                       Kind regards,

                                                       /s/ Hank Gracin

                                                       Hank Gracin

cc:  New Frontier Media, Inc.



                                       3

EX-17

From: Dr. Skender Fani [mailto:skenderfani@gmail.com]
Sent: Thursday, July 27, 2006 12:34 PM
To: mweiner@noof.com
Cc: Alan Isaacman; melissa4hubbard@aol.com; dnicholas@xtendnetworks.com;
hiramwoo@yahoo.com; Hank Gracin; CPV33@aol.com
Subject: NOOF

Dear Michael,

1) I am referring to our telephone conversation Sunday, July 23, 2006.
In this conversation I officially resigned from the Board of Directors
of New Frontier Media  . As I told you, I am uncomfortable remaining on
the board of the company for various reasons, several of which are
mentioned below.

One reason is that I was not in favor of raises for 2007.

I also am against  the proxy filed where it states compensation.
After the board meeting June 2, 2006 there are higher salaries and
longer terms and I feel this is misleading to the investors who are
voting.  The investors are voting the proxy for the Future, not the
past.  Ken threatened to leave if he did not get his way at the June
meeting and that would be a material event had he done so and would have
had to be reported immediately so why not the new terms and amounts?  I
have checked, as has Melissa, with several U.S. attorneys and they all
agree in my thinking.

Another area for concern includes the upcoming new contracts and
amendments to current contracts.  After receiving the recent detailed
email from Melissa on the 14th regarding her talks with outside counsel
and numerous seemingly serious issues that may arise, along with my
phone call with her last week, I must say that I did not want to have
any involvement with these negotiations.

After the board went ahead and made compensation decisions without me
in the last meeting, I believe I can not be effective in representing
the shareholders best interests in matters, especially compensation
issues, as my one vote does not count against the other six.  It seems
management is determined to get what it wants and as I am against their
position.  It does not serve neither the company nor myself if I remain
on the board.

2) When I came on board the company was in a bad, dysfunctional
condition with countless lawsuits, in a proxy battle, in debt, with a
share price under $1.00 and a CEO that needed to be replaced.  Legal
bills alone were in the millions a year .

Together with you, the board and  management, we all worked diligently
to turn this around.  Lawsuits were  settled and legal expenses lowered;
new channels and substantially more new network households were added;
the European road show took place which ignited the share price to over
$10.00 per share in the end from under $1.00 as positive results were
achieved;  new investors became involved worldwide;  debt was reduced to
zero with tens of millions in the bank; insiders were holding shares and
not constantly selling ; institutional holdings were increasing to
approx 70% of the shares outstanding up from a minimal amount ; and now
a major hedge fund owns about 14.8% of the shares outstanding.

I must say that this is an accomplishment that all involved can be
extremely proud of.

 However I feel now that something has changed .  The company's as well
as managements focus and attitudes are not as they were  when
this past success was achieved and I find this to be a negative.   It
also seems to me that some people are mainly interested in new contracts
with " platinum parachute provisions", extensions and better terms in
the event of a change in control.  As I have always said, if this change
were to happen it should be the new owners choice to keep on those they
desire and if executives are doing a good job then they should have no
worries!  I have tried to share some of  my other opinions and ideas ,
(the last meeting and compensation committee calls are just one
example), but I seem to no longer be effective  .
Therefore I made my decision to resign.

3)  I have read the form 8 filed with the SEC yesterday and it says that
my letter " did not state any disagreements with the company".
This is incorrect.  In my official resignation letter yesterday I stated
that I would address some of my concerns and thoughts in a separate
letter.


4)  I will say that you are my friend, and as we discussed, I will
assist you in any way, especially with regards to the prospects in
Europe you mentioned in the past.  I sincerely wish the best for New
Frontier and all involved and , as a shareholder, route for your success
in finding new ways to grow the company in unique and exciting areas
along with continuing to build on what has been already achieved.

Thank you and all the board-members. It was great working with you for
many years.


Kind regards,

Skender


- --


Dr. Skender Fani
Walfischgasse 14
1010 Vienna  Austria

43.1.512.3838
43.1.513.7797 fax