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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 14A

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
    RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12

                            New Frontier Media, Inc.
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                (Name of Registrant as Specified In Its Charter)

                                 Edward J. Bonn
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
              
        (1)     Title of each class of securities to which transaction applies:

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        (2)     Aggregate number of securities to which transaction applies:

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        (3)     Per unit price or other underlying value of transaction computed pursuant to
                Exchange Rule 0-11 (set forth the amount on which the filing fee is calculated
                and state how it was determined):

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        (4)     Proposed maximum aggregate value of transaction:

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        (5)     Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

             
        (1)     Amount Previously Paid:

                -------------------------------------------------------------------------------
        (2)     Form, Schedule or Registration Statement No.:

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        (3)     Filing Party:

                -------------------------------------------------------------------------------
        (4)     Date Filed:

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                                EXPLANATORY NOTE

The following question and answer script amends and supercedes in its entirety
the question and answer script filed on Schedule 14A with the Securities and
Exchange Commission on May 31, 2002.


Following are responses to questions that may be raised by shareholders of New
Frontier Media, Inc. (the "Company"), regarding Edward Bonn's announcement of
his intent to effect a change in the composition of the Company's management,
and to solicit proxies in connection with the Company's 2002 annual meeting of
shareholders.

                      HISTORY AND BACKGROUND OF EDWARD BONN

WHO IS EDWARD BONN?

Mr. Bonn is the largest shareholder of New Frontier Media, beneficially owning
approximately 19% of the outstanding shares of New Frontier. Mr. Bonn is also a
director of the Company.

WHAT IS HIS BACKGROUND?

Mr. Bonn is an entrepreneur who lives with his family in the Boulder, Colorado
area. He has successfully founded and managed a number of businesses.

HOW DID HE ACQUIRE HIS SHARES IN NEW FRONTIER?

Three of the companies that Mr. Bonn founded and managed were Interactive
Telecom Network, Inc., Card Transactions, Inc. and Interactive Gallery, Inc. New
Frontier acquired these three companies in October of 1999 in an all-stock
transaction. In connection with that transaction, Mr. Bonn received
approximately 4.1 million shares of New Frontier common stock.

WHAT IS MR. BONN'S CONNECTION TO BRAD WEBER?

Brad Weber was, until his recent resignation, also a member of the Board of
Directors of New Frontier, and is a significant shareholder of the Company,
holding more than 7% of the Company's outstanding shares. Mr. Weber and Mr. Bonn
have been partners in a number of business ventures since 1989, including
Interactive Telecom Network, Card Transactions and Interactive Gallery, which
were acquired by the Company in October 1999. As part of that transaction, both
Mr. Bonn and Mr. Weber became directors of New Frontier. While Mr. Bonn and Mr.
Weber have continuing business relationships, Mr. Bonn is acting independently
of Mr. Weber in connection with Mr. Bonn's solicitation of proxies from the
Company's shareholders. Mr. Bonn and Mr. Weber have no agreements relating to
the shareholders' meeting or with respect to Mr. Bonn's intent to effect a
change in the Company's management.



    HISTORY OF THE ISSUES RELATING TO THE NEW FRONTIER SHAREHOLDERS' MEETING

WHY DOES MR. BONN PLAN TO SOLICIT PROXIES IN CONNECTION WITH THE ANNUAL MEETING
OF SHAREHOLDERS?

Mr. Bonn believes that the Company has significantly under-performed over the
past several years and that the current executive management team is responsible
for the dismal performance of the Company's common stock. An investment of $100
in New Frontier common stock on March 31, 1997 would have been worth just $38.20
on March 31, 2002. Relative to Playboy Enterprises, Inc. (NYSE: PLA) and Private
Media Group, Inc. (Nasdaq: PRVT) -- companies in industries closely related to
New Frontier and the only two companies chosen by New Frontier's management in
its "peer index" for purposes of preparing the performance graph included in its
proxy statement for the 2002 annual meeting -- an investment in New Frontier's
common stock has under-performed by approximately 73% and 386%, respectively,
during that five-year period. As compared to the Standard & Poors SmallCap 600
Index - which is the broad equity market index selected by New Frontier's
management for purposes of preparing its performance graph -- an investment in
New Frontier common stock has under-performed by approximately 143% during the
same period.

Mr. Bonn believes that current management of New Frontier must be held
accountable for the dismal performance of the Company's common stock.
Accordingly, Mr. Bonn intends to solicit proxies from the Company's shareholders
to elect a slate of directors designated by Mr. Bonn for election to New
Frontier's board at the annual meeting.

HAS MR. BONN TRIED TO RESOLVE THESE ISSUES THROUGH OTHER METHODS?

Over the past two years, as the performance of the Company's stock has continued
to decline and the Company has repeatedly failed to attain financial forecasts
made by its executive management team, Mr. Bonn has attempted to address the
Company's dismal performance through multiple meetings and other communications
with management and the Board of Directors. Mr. Bonn has repeatedly expressed a
willingness and desire to work with management and the current Board of
Directors to develop an acceptable business strategy for the Company.

Mr. Bonn believes that he and the other shareholders of the Company have been
harmed by the poor performance of the Company's common stock and that management
should be held accountable for this performance. Mr. Bonn also believes that the
Board of Directors and executive management have failed to act in the interest
of the shareholders and have taken action to entrench themselves in office at
the expense of the shareholders. Having exhausted alternative methods to achieve
change, Mr. Bonn believes it is now appropriate for him to take action to
facilitate the opportunity for the shareholders to vote on these critical
issues.

WHY IS MR. BONN SEEKING TO REPLACE THE CURRENT BOARD OF DIRECTORS?

The precipitating factors in prompting Mr. Bonn to seek to replace the current
Board of Directors include the following:

- -   Mr. Bonn's belief that executive management and the Board of Directors have
    failed over the past two years to address the serious issues facing New
    Frontier.

                                       2



- -   What appears to Mr. Bonn to be executive management's recent actions to
    perpetuate themselves in office, including: taking action under the
    Company's poison pill to deter Mr. Bonn; threats and accusations made by
    management to Mr. Bonn; management announcing an investigation relating to,
    and subsequently filing a lawsuit against, Mr. Bonn; management failing to
    respond to Mr. Bonn's repeated demands, pursuant to Colorado law and the
    Company's bylaws, to call a special meeting of shareholders, requiring Mr.
    Bonn to obtain a court order requiring the Company to hold a shareholder
    vote regarding Mr. Bonn's proposed slate of director-nominees; management
    retaining an extremely high priced counsel specializing in takeover defense
    who will be paid at the shareholders' expense; and management canceling a
    scheduled Board of Directors meeting to consider issues relating to Mr.
    Kreloff and his departure from the Company.

- -   The decline in the value of New Frontier's common stock over the past five
    years relative to that of Playboy Enterprises, Inc. and Private Media Group,
    Inc., as well as to the performance of the Standard & Poors SmallCap 600
    Index.

- -   Current executive management's repeated inability to achieve their own
    financial forecasts.

- -   The time and money that has been wasted by current management in defending
    and prosecuting lawsuits, including the retention of Cadwalader Wirkersham &
    Taft and Fried, Frank, Harris, Shriver & Jacobson, at the expense of the
    shareholders of New Frontier.

- -   Mr. Bonn's belief that the director-nominees proposed by management of New
    Frontier lack the relevant business experience, including experience
    managing a public company, to restore investor confidence in New Frontier.

- -   The fact that a $100 investment in New Frontier common stock on March 31,
    1997, would have been worth only $38.20 on March 31, 2002.

Of course, no assurance can be given that electing Mr. Bonn's slate of directors
or replacing New Frontier's current executive management team will increase the
value of an investment in New Frontier common stock or produce other desirable
results.

DOES MR. BONN HAVE A VISION FOR THE FUTURE OF NEW FRONTIER?

Mr. Bonn believes that the shareholders of New Frontier will be best served by
having a competent and qualified executive management team and experienced Board
of Directors in place. Mr. Bonn is not seeking to be Chief Executive Officer or
Chairman of New Frontier. He has announced five of the persons comprising his
proposed slate of directors, and anticipates announcing his remaining two
director-nominees in the near future. The shareholders will need to consider
whether their interests would be better served continuing with the current
management and the director-nominees proposed by New Frontier, five of whom are
incumbent directors of the Company, or taking New Frontier in the direction to
be established by a new Board of Directors under the day-to-day management of a
new CEO and executive team, each with the experience and track record that will
be fully outlined in Mr. Bonn's proxy materials.

                                       3



DOES MR. BONN BELIEVE NEW FRONTIER HAS ATTRACTIVE FUTURE PROSPECTS?

Mr. Bonn is very excited about the future prospects of New Frontier under the
guidance and direction of a new experienced executive management team and new
Board of Directors. Mr. Bonn believes that current management has had the chance
to fix the problems at New Frontier, has repeatedly proven they are not up to
the task, and have no right to attempt to delay their departure to the detriment
of the New Frontier shareholders.


                                  OTHER ISSUES

IF MR. KRELOFF AGREED TO RESIGN OR WAS REMOVED BY THE BOARD OF DIRECTORS, WOULD
THIS ADDRESS THE ISSUES MR. BONN IS MOST CONCERNED ABOUT?


Mr. Bonn believes it would be appropriate for Mr. Kreloff to accept
responsibility for his failure of leadership and to resign immediately or for
the Board of Directors to vote to remove him as CEO. This would be an important
first step, but other important issues would potentially remain, including the
role of Mr. Michael Weiner who is the current Executive Vice President of the
Company and the ability to attract and retain experienced independent Board
members and a qualified executive team. Certainly, however, Mr. Kreloff's
departure would be an encouraging sign that progress may be made through
alternative corporate governance methods designed to ensure a smooth transition
in management. Mr. Bonn has already pursued this approach through traditional
channels of corporate governance, and he has been rebuffed.

IS MR. BONN CONCERNED ABOUT CUSTOMER AND EMPLOYEE REACTIONS TO THESE
DEVELOPMENTS?

Mr. Bonn believes that it would be better for all concerned if Mark Kreloff and
Michael Weiner recognized their failures and found a way to work with a new team
to help New Frontier to realize its potential. Unfortunately, it appears to Mr.
Bonn that Mr. Kreloff and Mr. Weiner have decided to use shareholder money and
corporate resources to perpetuate themselves in office.

Mr. Bonn believes that the customers will continue to be served and that current
management will not attempt to further harm the relationships with New
Frontier's customer and employee base. Indeed, it is the fiduciary obligation of
management to behave in a responsible manner to promote the Company's best
interests. There are a number of very talented and dedicated employees at New
Frontier, and Mr. Bonn believes that many of these individuals will welcome a
change in executive management.

HAS THE POISON PILL BEEN TRIGGERED?

Based upon press releases issued by the Company, as well as an unsupported
allegation by the Company's counsel, current management may be taking the
position that a required filing made by Mr. Bonn with the Securities and
Exchange Commission and unspecified actions by Brad Weber (a 7% shareholder of
New Frontier and, until recently, a director), impacted the Poison Pill,
requiring a delay of the Poison Pill's "distribution date." Mr. Bonn strongly
disagrees with the Company's position, and believes it is simply further
evidence of the length that management is willing to go to perpetuate itself in
office and to continue to deprive New Frontier's shareholders of appreciable
returns on their investment.

                                       4



APPARENTLY CURRENT MANAGEMENT HAS FORMED A SPECIAL COMMITTEE TO INVESTIGATE MR.
BONN AND INTERACTIVE GALLERY, AND HAS FILED A LAWSUIT AGAINST MR. BONN--WHAT IS
THIS ABOUT?

At a special meeting of the Board of Directors on March 20, 2002, Mr. Bonn
proposed the removal of Mr. Kreloff as CEO and the Board of Directors formed a
special committee to negotiate the terms of Mr. Kreloff's departure. Mr. Bonn
believes it was in response to that action that Mr. Kreloff and the current
management of New Frontier began to try to intimidate Mr. Bonn into abandoning
his attempt to further the best interests of the Company's
shareholders--including threats and accusations, retention of high-priced
counsel paid for by the shareholders, forming a special committee to investigate
Mr. Bonn and, most recently, filing a lawsuit against Mr. Bonn and others
seeking, nearly three years after the transaction, to "rescind" the October 1999
purchase of Interactive Gallery, Interactive Telecom Network and Card
Transactions. Mr. Bonn believes that the claims in the lawsuit are baseless and
without merit and has, accordingly, filed an answer to the Company's complaint
denying the allegations made. Mr. Bonn expects that current management will
continue to take these kinds of actions to perpetuate itself in office at the
expense of the shareholders. These tactics and sideshows created by management
at this late date, after years of dismal performance of the Company's common
stock, will not be a distraction to Mr. Bonn in his efforts to replace executive
management and permit the shareholders to exercise their rights.

IS MR. BONN CONCERNED ABOUT ACTIONS THAT MAY BE TAKEN BY CURRENT MANAGEMENT SUCH
AS LAWSUITS OR PURPORTEDLY TRIGGERING THE POISON PILL?


Mr. Bonn's only concern regarding these actions by current management is that he
believes that they represent a complete waste of New Frontier's resources and
energies that should be devoted to the business of the Company. Mr. Bonn is
adamant that the attacks mounted against him personally will not deter him from
his goal of forcing current management to permit New Frontier's shareholders to
decide upon the future direction of the Company.

WHAT HAPPENS NEXT AND HOW LONG DOES ALL OF THIS TAKE?

A Colorado District Court has ordered that the annual meeting of shareholders of
New Frontier Media be held on August 20, 2002, and that this meeting cannot be
postponed by the Company without the permission of the Court. Mr. Bonn has filed
a preliminary proxy statement with the Securities and Exchange Commission, and
plans to file a revised proxy statement in the near future. The proxy statement
will contain more detailed information regarding various questions that
shareholders have raised, including biographical information regarding Mr.
Bonn's nominees for election to New Frontier's Board of Directors.

                                      * * *

MR. BONN HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION RELATING TO THE SOLICITATION OF PROXIES FROM THE
SHAREHOLDERS OF NEW FRONTIER MEDIA FOR USE AT THE ANNUAL MEETING OF
SHAREHOLDERS. MR. BONN STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO
READ THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE
ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
PARTICIPANTS IN MR. BONN'S PROXY SOLICITATION IS CONTAINED IN AMENDMENT NO. 2 TO
THE PRELIMINARY PROXY STATEMENT, FILED ON JUNE 18, 2002.

                                       5