AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2003

                                      REGISTRATION STATEMENT NO. 333-__________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            NEW FRONTIER MEDIA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    COLORADO
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   84-1084061
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                        7007 WINCHESTER CIRCLE, SUITE 200
                                BOULDER, CO 80301
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            2001 INCENTIVE STOCK PLAN
                            (FULL TITLE OF THE PLAN)


               MARK KRELOFF, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            NEW FRONTIER MEDIA, INC.
                        7007 WINCHESTER CIRCLE, SUITE 200
                                BOULDER, CO 80301
                                 (303) 444-0900

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                             ATTN: HANK GRACIN, ESQ.
                                 (516) 222-0888
<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
===================================== =============== =================== ======================== =================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
 TITLE OF EACH CLASS OF SECURITIES     AMOUNT TO BE     OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
          TO BE REGISTERED             REGISTERED(1)     PER SHARE(2)             PRICE                  FEE(3)
------------------------------------- --------------- ------------------- ------------------------ -----------------
------------------------------------- --------------- ------------------- ------------------------ -----------------
<s>                                   <c>             <c>                 <c>                      <c>
Common Stock, par value $.0001            500,000            $.71                $355,000               $32.66
------------------------------------- --------------- ------------------- ------------------------ -----------------
<fn>
(1)      Issuable upon the exercise of options or awards available for grant
         under the 2001 Incentive Stock Plan. The number of shares of common
         stock registered hereby is subject to adjustment to prevent dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(h), on the basis of the average of the high and low
         prices of the Registrant's Common Stock as reported on the Nasdaq
         SmallCap Market on January 20, 2003.

(3)      Calculated in accordance with Section 6(b) of the Securities Act of
         1933, as amended and Rule 457(h) of the Rules and Regulations
         promulgated under the Act.
</fn>
</table>



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by the Registrant with the
United States Securities and Exchange Commission are incorporated by reference
in this registration statement.

                  (a) Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2002, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended.

                  (b) Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 2002, and September 30, 2002.

                  (c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on January
30,1998 under Section 12 of the Securities Exchange Act of 1934, as amended.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (i) Article 3, Section 3.17 of the Company's First Amended and Restated
Bylaws provides as follows:

                                  "SECTION 3.17

                            LIMITATIONS ON LIABILITY

         To the fullest extent permitted by the Colorado Business Corporation
Act as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. Notwithstanding the foregoing, a director will have liability for

<Page>

monetary damages for a breach or failure which involves: (i) a violation of
criminal law; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) distributions in
violation of the Colorado Business Corporation Act or the Articles of the
corporation (but only to the extent provided by law); (iv) willful misconduct or
disregard for the best interests of the corporation concerning any acts or
omissions concerning any proceeding other than in the right of the corporation
or a shareholder; or (v) reckless, malicious or wanton acts or omissions
concerning any proceeding other than in the right of the corporation or of a
shareholder. No repeal, amendment or modification of this Article, whether
direct or indirect, shall eliminate or reduce its effect with respect to any act
or omission of a director of the corporation occurring prior to such repeal,
amendment or modification."

              (ii) Article 3, Section 3.18 of the Company's First Amended and
Restated Bylaws provides as follows:

                                  "SECTION 3.18

                                 INDEMNIFICATION

         Subject to and in accordance with the Colorado Business Corporation
Act, and except as may be expressly limited by the Articles of Incorporation and
any amendments thereto, the corporation shall indemnify any person:

                  (i) made a party to any proceeding (other than an action by,
or in the right of, the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the corporation's request, as a director, officer, employee or agent or another
corporation, or other enterprise; or

                  (ii) who was or is a party to any proceeding by or in the
right of the corporation, to procure a judgement in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. This indemnification shall be mandatory in
all circumstances in which indemnification is permitted by law.

         The corporation may maintain indemnification insurance regardless of
its power to indemnify under the Colorado Business Corporation Act.

         The corporation may make any other or further indemnification or
advancement of expenses of any of the directors, officers, employees or agents
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and to action in
another capacity while holding such office, except an indemnification against
material criminal or unlawful misconduct as set forth by statute, or as to any
transaction wherein the director derived an improper personal benefit.

         Except to the extent reimbursement shall be mandatory in accordance
herewith, the corporation shall have the right to refuse indemnification, in
whole or in part, in any instance in which the person to whom indemnification
would otherwise have been applicable, if he or she unreasonably refused to
permit the corporation, at its own expense and through counsel of its own
choosing, to defend him or her in the action, or unreasonably refused to
cooperate in the defense of such action."

<Page>

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

Item 8.   EXHIBITS

Exhibit
Number                    Description of Document
----------        ---------------------------------------
4.1      2001 Incentive Stock Plan(1)

5.1      Opinion of Thorburn, Sakol & Throne(2)

23.1     Consent of Grant Thornton LLP(2)

23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP(2)

23.3     Consent of Spicer, Jeffries & Co.(2)

23.4     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1 hereto).

_____________________________

(1)      Incorporated by reference to the Registrant's Definitive Proxy
         Statement filed on July 23, 2001
(2)      Filed with this Registration Statement


Item 9.   UNDERTAKINGS

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.

<Page>
                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Boulder, Colorado, on the 22nd day of January, 2003.

                            NEW FRONTIER MEDIA, INC.

                                        /s/ Mark H. Kreloff
                                        MARK H. KRELOFF
                                        Chairman, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.

     Signature                                              Date

/s/ Mark H. Kreloff                                   January 22, 2003
Name: MARK H. KRELOFF
Title: Chairman,
Chief Executive Officer
(Principal Executive Officer)

/s/ Michael Weiner                                    January 22, 2003
Name: MICHAEL WEINER
Title: Executive Vice President, Secretary,
Treasurer and Director

/s/ Karyn Miller                                      January 22, 2003
Name: KARYN MILLER
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Hiram J. Woo                                      January 22, 2003
Name: HIRAM J. WOO
Title: Director

/s/ Melissa Hubbard                                   January 22, 2003
Name: MELISSA HUBBARD
Title: Director



<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number    Description of Document

-------  ------------------------------------------------
4.1      2001 Incentive Stock Plan(1)

5.1      Opinion of Thorburn, Sakol & Throne(2)

23.1     Consent of Grant Thornton LLP (2)

23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP(2)

23.3     Consent of Spicer, Jeffries & Co.(2)

23.4     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1 hereto).
_____________________________

(1)      Incorporated by reference to the Registrant's Definitive Proxy
         Statement filed on July 23, 2001
(2)      Filed with this Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "s15-3303_s.txt", "description": "FORM S-8", "secsgml_size_bytes": 16128}]
{"company-data": {"conformed-name": "NEW FRONTIER MEDIA INC /CO/", "cik": "0000847383", "assigned-sic": "7822", "irs-number": "841084061", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102694", "film-number": "03523674"}, "business-address": {"street1": "5435 AIRPORT BLVD", "street2": "SUITE 100", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034440632"}, "former-company": [{"former-conformed-name": "STRATEGIC ACQUISITIONS INC", "date-changed": "19600201"}, {"former-conformed-name": "NATIONAL SECURITIES HOLDING CORPORATION", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2003

                                      REGISTRATION STATEMENT NO. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            NEW FRONTIER MEDIA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    COLORADO
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   84-1084061
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                        7007 WINCHESTER CIRCLE, SUITE 200
                                BOULDER, CO 80301
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            2001 INCENTIVE STOCK PLAN
                            (FULL TITLE OF THE PLAN)

               MARK KRELOFF, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            NEW FRONTIER MEDIA, INC.
                        7007 WINCHESTER CIRCLE, SUITE 200
                                BOULDER, CO 80301
                                 (303) 444-0900

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                             ATTN: HANK GRACIN, ESQ.
                                 (516) 222-0888
CALCULATION OF REGISTRATION FEE
===================================== =============== =================== ======================== =================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
 TITLE OF EACH CLASS OF SECURITIES     AMOUNT TO BE     OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
          TO BE REGISTERED             REGISTERED(1)     PER SHARE(2)             PRICE                  FEE(3)
------------------------------------- --------------- ------------------- ------------------------ -----------------
------------------------------------- --------------- ------------------- ------------------------ -----------------
Common Stock, par value $.0001            500,000            $.71                $355,000               $32.66
------------------------------------- --------------- ------------------- ------------------------ -----------------
(1)      Issuable upon the exercise of options or awards available for grant
         under the 2001 Incentive Stock Plan. The number of shares of common
         stock registered hereby is subject to adjustment to prevent dilution
         resulting from stock splits, stock dividends or similar transactions.

(2)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(h), on the basis of the average of the high and low
         prices of the Registrant's Common Stock as reported on the Nasdaq
         SmallCap Market on January 20, 2003.

(3)      Calculated in accordance with Section 6(b) of the Securities Act of
         1933, as amended and Rule 457(h) of the Rules and Regulations
         promulgated under the Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed by the Registrant with the
United States Securities and Exchange Commission are incorporated by reference
in this registration statement.

                  (a) Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 2002, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended.

                  (b) Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 2002, and September 30, 2002.

                  (c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on January
30,1998 under Section 12 of the Securities Exchange Act of 1934, as amended.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         (i) Article 3, Section 3.17 of the Company's First Amended and Restated
Bylaws provides as follows:

                                  "SECTION 3.17

                            LIMITATIONS ON LIABILITY

         To the fullest extent permitted by the Colorado Business Corporation
Act as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. Notwithstanding the foregoing, a director will have liability for
monetary damages for a breach or failure which involves: (i) a violation of
criminal law; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) distributions in
violation of the Colorado Business Corporation Act or the Articles of the
corporation (but only to the extent provided by law); (iv) willful misconduct or
disregard for the best interests of the corporation concerning any acts or
omissions concerning any proceeding other than in the right of the corporation
or a shareholder; or (v) reckless, malicious or wanton acts or omissions
concerning any proceeding other than in the right of the corporation or of a
shareholder. No repeal, amendment or modification of this Article, whether
direct or indirect, shall eliminate or reduce its effect with respect to any act
or omission of a director of the corporation occurring prior to such repeal,
amendment or modification."

              (ii) Article 3, Section 3.18 of the Company's First Amended and
Restated Bylaws provides as follows:

                                  "SECTION 3.18

                                 INDEMNIFICATION

         Subject to and in accordance with the Colorado Business Corporation
Act, and except as may be expressly limited by the Articles of Incorporation and
any amendments thereto, the corporation shall indemnify any person:

                  (i) made a party to any proceeding (other than an action by,
or in the right of, the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the corporation's request, as a director, officer, employee or agent or another
corporation, or other enterprise; or

                  (ii) who was or is a party to any proceeding by or in the
right of the corporation, to procure a judgement in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. This indemnification shall be mandatory in
all circumstances in which indemnification is permitted by law.

         The corporation may maintain indemnification insurance regardless of
its power to indemnify under the Colorado Business Corporation Act.

         The corporation may make any other or further indemnification or
advancement of expenses of any of the directors, officers, employees or agents
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and to action in
another capacity while holding such office, except an indemnification against
material criminal or unlawful misconduct as set forth by statute, or as to any
transaction wherein the director derived an improper personal benefit.

         Except to the extent reimbursement shall be mandatory in accordance
herewith, the corporation shall have the right to refuse indemnification, in
whole or in part, in any instance in which the person to whom indemnification
would otherwise have been applicable, if he or she unreasonably refused to
permit the corporation, at its own expense and through counsel of its own
choosing, to defend him or her in the action, or unreasonably refused to
cooperate in the defense of such action."
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

Item 8.   EXHIBITS

Exhibit
Number                    Description of Document
----------        ---------------------------------------
4.1      2001 Incentive Stock Plan(1)

5.1      Opinion of Thorburn, Sakol & Throne(2)

23.1     Consent of Grant Thornton LLP(2)

23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP(2)

23.3     Consent of Spicer, Jeffries & Co.(2)

23.4     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1 hereto).

_____________________________

(1)      Incorporated by reference to the Registrant's Definitive Proxy
         Statement filed on July 23, 2001
(2)      Filed with this Registration Statement

Item 9.   UNDERTAKINGS

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Boulder, Colorado, on the 22nd day of January, 2003.

                            NEW FRONTIER MEDIA, INC.

                                        /s/ Mark H. Kreloff
                                        MARK H. KRELOFF
                                        Chairman, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.

     Signature                                              Date

/s/ Mark H. Kreloff                                   January 22, 2003
Name: MARK H. KRELOFF
Title: Chairman,
Chief Executive Officer
(Principal Executive Officer)

/s/ Michael Weiner                                    January 22, 2003
Name: MICHAEL WEINER
Title: Executive Vice President, Secretary,
Treasurer and Director

/s/ Karyn Miller                                      January 22, 2003
Name: KARYN MILLER
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Hiram J. Woo                                      January 22, 2003
Name: HIRAM J. WOO
Title: Director

/s/ Melissa Hubbard                                   January 22, 2003
Name: MELISSA HUBBARD
Title: Director
INDEX TO EXHIBITS

Exhibit
Number    Description of Document

-------  ------------------------------------------------
4.1      2001 Incentive Stock Plan(1)

5.1      Opinion of Thorburn, Sakol & Throne(2)

23.1     Consent of Grant Thornton LLP (2)

23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP(2)

23.3     Consent of Spicer, Jeffries & Co.(2)

23.4     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1 hereto).
_____________________________

(1)      Incorporated by reference to the Registrant's Definitive Proxy
         Statement filed on July 23, 2001
(2)      Filed with this Registration Statement