As filed with the Securities and Exchange Commission on March 23, 2001

                                       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.)

                        5435 Airport Boulevard, Suite 100
                                Boulder, CO 80301
                            ------------------------
                    (Address of Principal Executive Offices)

                     MILLENNIUM INCENTIVE STOCK OPTION PLAN
                        MILLENNIUM CONSULTANT STOCK PLAN
                            ------------------------
                            (Full title of the Plans)

               Mark Kreloff, President and Chief Executive Officer
                            New Frontier Media, Inc.
              5435 Airport Boulevard, Suite 100, Boulder, CO 80301
                               Boulder, CO 80301
           (Name and address, including zip code of agent for service)

                                 (303) 786-8700
          (Telephone number, including area code, of agent for service)

================================================================================

                                   COPIES TO:

                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED
       TITLE OF EACH CLASS OF             AMOUNT             MAXIMUM           PROPOSED MAXIMUM        AMOUNT OF
             SECURITIES                   TO BE           OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
          TO BE REGISTERED              REGISTERED          PER SHARE               PRICE                 FEE
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>                <C>                   <C>
Common Stock, par value
$.0001, under the Millennium          2,500,000               $2.813             $7,032,000            $1,856.58
Incentive Stock Option Plan
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001, under the Millennium            500,000               $2.813             $1,406,500              $371.32
Consultant Stock Plan
------------------------------------------------------------------------------------------------------------------
TOTAL                                 3,000,000                                  $8,439,000            $2,227.90
==================================================================================================================
</TABLE>
* Estimated for the purpose of computing the registration fee pursuant to Rule
457, on the basis of the average of the high and low prices of the Registrant's
Common Stock as reported on Nasdaq SmallCap on March 20, 2001.

                                        2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement.

                  (a) Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2000, 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, 2000, September 30, 2000 and December 31, 2000.

                  (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; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     None.

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:

                                       3

<PAGE>
                                  "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.

                                       4

<PAGE>
Item 8. EXHIBITS

         Exhibit
         Number   Description of Document
         -------  -----------------------
         4.1      Millennium Incentive Stock Option Plan*

         4.2      Millennium Consultant Stock Plan**

         5.1      Opinion of Thorburn, Sakol & Throne**

         23.1     Consent of Spicer, Jeffries & Co.**

         23.2     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1
                  hereto).
-----------------------------
*   Incorporated by reference to the Registrant's Definitive 14A Proxy Statement
    filed on August 29, 2000
**  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.

                                       5

<PAGE>
         (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.

                                       6

<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 12th day of March, 2001.

                                 NEW FRONTIER MEDIA, INC.

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

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

     Signature                                       Date

/s/ Mark H. Kreloff                                  March 12, 2001
---------------------
Name: MARK H. KRELOFF
Title: Chairman and
Chief Executive Officer
(Principal Executive Officer)

/s/ Michael Weiner                                   March 12, 2001
--------------------
Name: MICHAEL WEINER
Title: Secretary,
Treasurer and Director

/s/ Karyn Miller                                     March 12, 2001
--------------------
Name: KARYN MILLER
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Koung Y. Wong                                    March 12, 2001
--------------------
Name: KOUNG Y. WONG
Title: Director

/s/ Edward J. Bonn                                   March 12, 2001
--------------------
Name: EDWARD J. BONN
Title: President and Director

/s/ Bradley A. Weber                                 March 12, 2001
--------------------
Name: BRADLEY A. WEBER
Title: Executive Vice President and Director

/s/ Alan Isaacman                                    March 12, 2001
--------------------
Name: ALAN ISAACMAN
Title: Director
                                        7
<PAGE>
                                INDEX TO EXHIBITS

         Exhibit
         Number   Description of Document
         -------  -----------------------
         4.1      Millennium Incentive Stock Option Plan*

         4.2      Millennium Consultant Stock Plan**

         5.1      Opinion of Thorburn, Sakol & Throne*

         23.1     Consent of Spicer, Jeffries & Co.*

         23.2     Consent of Thorburn, Sakol & Throne (included in
                  Exhibit 5.1 hereto).
-----------------------------
*   Incorporated by reference to the Registrant's Definitive 14A Proxy Statement
    filed on August 29, 2000
**  Filed with this Registration Statement

                                        8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17090}]
{"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": "333-57554", "film-number": "1578205"}, "business-address": {"street1": "5435 AIRPORT BLVD", "street2": "SUITE 100", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034440632"}, "former-company": [{"former-conformed-name": "NATIONAL SECURITIES HOLDING CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "STRATEGIC ACQUISITIONS INC", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on March 23, 2001

                                       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.)

                        5435 Airport Boulevard, Suite 100
                                Boulder, CO 80301
                            ------------------------
                    (Address of Principal Executive Offices)

                     MILLENNIUM INCENTIVE STOCK OPTION PLAN
                        MILLENNIUM CONSULTANT STOCK PLAN
                            ------------------------
                            (Full title of the Plans)

               Mark Kreloff, President and Chief Executive Officer
                            New Frontier Media, Inc.
              5435 Airport Boulevard, Suite 100, Boulder, CO 80301
                               Boulder, CO 80301
           (Name and address, including zip code of agent for service)

                                 (303) 786-8700
          (Telephone number, including area code, of agent for service)

================================================================================

                                   COPIES TO:

                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED
       TITLE OF EACH CLASS OF             AMOUNT             MAXIMUM           PROPOSED MAXIMUM        AMOUNT OF
             SECURITIES                   TO BE           OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
          TO BE REGISTERED              REGISTERED          PER SHARE               PRICE                 FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001, under the Millennium          2,500,000               $2.813             $7,032,000            $1,856.58
Incentive Stock Option Plan
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0001, under the Millennium            500,000               $2.813             $1,406,500              $371.32
Consultant Stock Plan
------------------------------------------------------------------------------------------------------------------
TOTAL                                 3,000,000                                  $8,439,000            $2,227.90
==================================================================================================================
* Estimated for the purpose of computing the registration fee pursuant to Rule
457, on the basis of the average of the high and low prices of the Registrant's
Common Stock as reported on Nasdaq SmallCap on March 20, 2001.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference in this
registration statement.

                  (a) Registrant's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2000, 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, 2000, September 30, 2000 and December 31, 2000.

                  (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; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     None.

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:

                                       3
"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.

                                       4
Item 8. EXHIBITS

         Exhibit
         Number   Description of Document
         -------  -----------------------
         4.1      Millennium Incentive Stock Option Plan*

         4.2      Millennium Consultant Stock Plan**

         5.1      Opinion of Thorburn, Sakol & Throne**

         23.1     Consent of Spicer, Jeffries & Co.**

         23.2     Consent of Thorburn, Sakol & Throne (included in Exhibit 5.1
                  hereto).
-----------------------------
*   Incorporated by reference to the Registrant's Definitive 14A Proxy Statement
    filed on August 29, 2000
**  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.

                                       5
(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.

                                       6
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 12th day of March, 2001.

                                 NEW FRONTIER MEDIA, INC.

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

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

     Signature                                       Date

/s/ Mark H. Kreloff                                  March 12, 2001
---------------------
Name: MARK H. KRELOFF
Title: Chairman and
Chief Executive Officer
(Principal Executive Officer)

/s/ Michael Weiner                                   March 12, 2001
--------------------
Name: MICHAEL WEINER
Title: Secretary,
Treasurer and Director

/s/ Karyn Miller                                     March 12, 2001
--------------------
Name: KARYN MILLER
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Koung Y. Wong                                    March 12, 2001
--------------------
Name: KOUNG Y. WONG
Title: Director

/s/ Edward J. Bonn                                   March 12, 2001
--------------------
Name: EDWARD J. BONN
Title: President and Director

/s/ Bradley A. Weber                                 March 12, 2001
--------------------
Name: BRADLEY A. WEBER
Title: Executive Vice President and Director

/s/ Alan Isaacman                                    March 12, 2001
--------------------
Name: ALAN ISAACMAN
Title: Director
                                        7
INDEX TO EXHIBITS

         Exhibit
         Number   Description of Document
         -------  -----------------------
         4.1      Millennium Incentive Stock Option Plan*

         4.2      Millennium Consultant Stock Plan**

         5.1      Opinion of Thorburn, Sakol & Throne*

         23.1     Consent of Spicer, Jeffries & Co.*

         23.2     Consent of Thorburn, Sakol & Throne (included in
                  Exhibit 5.1 hereto).
-----------------------------
*   Incorporated by reference to the Registrant's Definitive 14A Proxy Statement
    filed on August 29, 2000
**  Filed with this Registration Statement

                                        8