8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 17, 2012

Date of Report (Date of earliest event reported)

New Frontier Media, Inc.

(Exact Name of Registrant as Specified in Charter)

Colorado	000-23697	84-1084061
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6000 Spine Road, Suite 100, Boulder, CO 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:

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 17, 2012, the registrant received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) stating that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) for failure to file timely with the Securities and Exchange Commission (the “Commission”) its Annual Report on Form 10-K for its fiscal year ended March 31, 2012 (the “2012 Form 10-K”). The 2012 Form 10-K was required to be filed by the registrant on July 16, 2012 to be timely filed with the Commission.  Pursuant to the letter, the registrant was required to submit a plan to regain compliance with the Nasdaq’s listing standards by September 17, 2012.

Subsequently, on July 19, 2012, the registrant filed its 2012 Form 10-K with the Commission and, on July 20, 2012, the registrant received a second letter from Nasdaq stating that the registrant had regained compliance with the Nasdaq’s applicable listing standards and that the matter was therefore closed.  To the registrant’s knowledge, no further action is required with respect to this matter in order to remain uninterrupted its listing on the Nasdaq Stock Market.

The registrant issued a press release on July 23, 2012 with respect to the foregoing matters. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release issued by the registrant on July 23, 2012.

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SIGNATURES

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

Date: July 23, 2012	NEW FRONTIER MEDIA, INC.
	By:	/s/ Marc Callipari
	Name: Marc Callipari
	Title: Chief Legal Officer

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Exhibit Index

Exhibit No.	Exhibit Description
99.1	Press Release issued by the registrant on July 23, 2012.

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EX-99.1

Exhibit 99.1

NEW FRONTIER MEDIA ANNOUNCES IT REGAINED COMPLIANCE

WITH APPLICABLE NASDAQ LISTING STANDARDS

BOULDER, CO, July 23, 2012 — New Frontier Media, Inc. (NasdaqGS: NOOF), a leading provider of transactional television services and distributor of general motion picture entertainment, today announced that it received on July 20, 2012 a letter from the Nasdaq Stock Market LLC (Nasdaq) confirming that the company had regained compliance with the Nasdaq’s applicable listing standards when it, on July 19, 2012, filed its Annual Report on Form 10-K for its fiscal year ended March 31, 2012 with the Securities and Exchange Commission (the Commission).  As a result of the filing, the Nasdaq confirmed that the compliance matter was closed.  On July 17, 2012, the company originally received a letter from the Nasdaq stating that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) for failure to file timely with the Commission its Annual Report on Form 10-K for its fiscal year ended March 31, 2012. The Form 10-K was required to be filed by the registrant on July 16, 2012 to be timely filed with the Commission. To the company’s knowledge, no further action is required with respect to this matter in order to remain uninterrupted its listing on the Nasdaq Stock Market.

About New Frontier Media, Inc.

The company is a provider of transactional television services and a distributor of general motion picture entertainment. Its Transactional TV segment distributes adult content to cable and satellite providers who then distribute the content to retail consumers via video-on-demand (VOD) and pay-per-view (PPV) technology. Programming originates from the company’s state of the art digital broadcast infrastructure in Boulder, Colorado.  It obtains its programming primarily by licensing content distribution rights from movie studios, and it distributes new and unique programming in order to provide consumers with an exceptional viewing experience.

Its Film Production segment is a distributor of mainstream and erotic films.  The films are distributed to cable and satellite operators, premium movie channel providers and other content distributors.  The company acts as a sales agent for mainstream films and produces erotic films.  The segment also periodically provides contract film production services to major Hollywood studios.

The company is headquartered in Boulder, Colorado, and its common stock is listed on the Nasdaq Global Select Market under the symbol “NOOF.” For more information about New Frontier Media, Inc., contact Grant Williams, Chief Financial Officer, at (303) 444-0900, extension 2185, gwilliams@noof.com, and please visit our web site at www.noof.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “believe,” “demonstrate,” “expect,” “estimate,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements.  In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements contained in this release may relate to, but are not limited to, statements regarding the company’s continued listing on the Nasdaq Stock Market.  Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the risks detailed in the company’s filings with the Securities and Exchange Commission, including its most recent periodic and current reports.  The company is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.