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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------------
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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
14c-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
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[ ] No fee required.
[X] 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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Per unit price or other underlying value of transaction
computed pursuant to Exchange Rule 0-11 (3) (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:

[ ] 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:

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

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(3) Filing Party:

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(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 April 4, 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 his request to the Company that it call a special meeting of shareholders.

HISTORY AND BACKGROUND OF EDWARD BONN

WHO IS EDWARD BONN?

Mr. Bonn is the largest shareholder of New Frontier Media, holding 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 is 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
the proposed special meeting of shareholders of New Frontier. Mr. Bonn and Mr.
Weber have no agreements relating to the special 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 SPECIAL MEETING

WHY IS MR. BONN CALLING A SPECIAL MEETING OF SHAREHOLDERS?

Mr. Bonn believes that the Company has significantly under performed over the
past two years and that the current executive management team is responsible for
the Company's dismal performance. Over the past two years, the Company's
shareholders have lost over 80% of their stock value. Relative to Private Media,
Inc. (NASDAQ: PRVT) and Playboy, Inc. (NYSE: PLA), which Mr. Bonn believes are
the two other public companies that are most comparable in terms of their
business to New Frontier, New Frontier has under performed by approximately 40%
and 65%, respectively. Relative to the Russell 2000 Index, which Mr. Bonn
believes is the most relevant index by which to measure the Company's
performance, the Company has under performed by a staggering 70%. Mr. Bonn
believes that the performance disparity is evidence of the market's lack of
confidence in current management.

Mr. Bonn is the largest shareholder of New Frontier, and he is unwilling to
accept a situation where executive management continues to fail to perform. Mr.
Bonn is demanding that the Company call a special meeting of shareholders
because he believes that he and the other shareholders of New Frontier have few
other alternatives to the current, failed plans of existing management.

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 executive management team has continued to under perform
relative to its own projections, Mr. Bonn has attempted to address the Company's
dismal performance and failed strategies 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. The shareholders of the Company have expressed their overall
displeasure with the Company's performance, as evidenced by New Frontier's stock
price and a recent investor conference call where a number of shareholders
expressed a lack of confidence in management.

Mr. Bonn believes that he and the other shareholders of the Company have been
harmed by the poor performance of the executive management team and that
management should be held accountable for this failure. He further believes that
executive management and the Board of Directors have not acted responsibly in
failing to address the serious issues that confront the Company. Mr. Bonn also
believes that the Board of Directors and executive management have declined the
opportunity 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 PROPOSING TO HOLD A SPECIAL MEETING OF SHAREHOLDERS?

The precipitating factors in prompting Mr. Bonn to call for a special meeting of
shareholders include the following:

- - Executive management's and the Board of Directors' declining repeated
opportunities over the past two years to address the serious issues facing
New Frontier.

- - 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 Mr. Bonn; management retaining an
extremely high priced and artful counsel -- a renowned takeover defense
specialist - 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.

- - Mr. Bonn's belief that further delay would result in the further waste
of shareholder assets and missed opportunities to correct the problems
at New Frontier.

The reasons that Mr. Bonn believes that the shareholders of New Frontier will be
well served by a change in the executive management team and the Board of
Directors and the elimination of devices that limit shareholder democracy
include the following:

- - The dismal financial results produced by the Company and realized by the
shareholders in the performance of their investment over the past two
years.

- - Current executive management's inability to increase revenues at an
acceptable rate, attract and retain customers and to achieve financial
forecasts established by management, resulting in repeated announcements by
management of its inability to attain previously forecasted and publicly
announced levels of revenue and earnings.

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

- - The lack of relevant business experience, including the lack of experience
managing a public company, among current members of the Board of Directors.

- - The fact that a $100 investment in New Frontier common stock on April 3,
2000, would have been worth only approximately $16.62 on April 1, 2002.

WHAT ARE THE ISSUES THE SHAREHOLDERS WILL BE ASKED TO CONSIDER AT THE SPECIAL
MEETING?

Mr. Bonn has requested that the Company call a special meeting of shareholders
to consider and vote on three issues:

1. Removal of all current directors of New Frontier.
2. Election of a new slate of directors to be designated by Mr. Bonn.
3. Directing the Board of Directors to redeem the Company's Poison Pill

Mr. Bonn believes that the current executive management team and the current
Board of Directors are not well suited to address the important issues facing
New Frontier. The dismal operating performance of the Company and the current
lack of management credibility with investors require immediate action.

Over the next 30 days, Mr. Bonn intends to identify a slate of directors and to
file a preliminary proxy statement with the Securities and Exchange Commission
relating to the solicitation of proxies from the shareholders of the Company for
use at the special meeting.

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 CEO of New Frontier. He
anticipates announcing a proposed slate of directors in the next 30 days so that
shareholders can determine for themselves how to proceed. The shareholders will
need to consider whether their interests would be better served continuing with
the current management and Board of Directors, with their very limited
experience and dismal track record, or taking New Frontier in the direction to
be established by the 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 the proxy materials.

Mr. Bonn's vision for New Frontier includes the following elements:

- - Restoring New Frontier's credibility with stockholders, customers and
employees.

- - Leveraging New Frontier's existing infrastructure to provide additional
avenues for the distribution of mature audience content.

- - After demonstrating that New Frontier is able to handle and execute its
business plan, pursuing acquisitions and consolidation opportunities.

- - A focus on creating and maintaining stockholder value.

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?

Certainly it would be better for all concerned if Mark Kreloff and Michael
Weiner recognized their failures, acknowledged their dismal track record and
found a way to work with a new team to help New Frontier to realize its
potential. Unfortunately, Mr. Kreloff and Mr. Weiner have decided to take action
to perpetuate themselves in office utilizing shareholder money and corporate
resources.

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 a recent press release, as well as an unsupported and irresponsible
allegation by the Company's counsel, current management apparently is 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 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.

IF THE POISON PILL HAS NOT BEEN TRIGGERED, WHY IS MR. BONN SEEKING TO HAVE
SHAREHOLDERS DIRECT THE BOARD OF DIRECTORS TO REDEEM THE RIGHTS UNDER THE POISON
PILL?

As noted, Mr. Bonn strongly disagrees with the position taken by the Company
that Mr. Bonn's actions have somehow triggered the Poison Pill, and believes it
is further evidence of current management's efforts to entrench itself and to
distract shareholders from the real issue - the dismal performance of the
Company's stock and the need for a new executive management team. Mr. Bonn
believes that his proposed resolution will remove this distracting issue which
is being raised in an attempt to frustrate shareholder democracy. Further, Mr.
Bonn believes that the Company's shareholders should have the ability to
determine for themselves how to respond to any offer that might be made in the
future regarding a potential acquisition of New Frontier, and that the Poison
Pill is an unnecessary impediment to the right of the shareholders to exercise
their will.

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

After a special meeting of the Board of Directors on March 20, 2002, at which
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. Kreloff, the current CEO, and

Mr. Weiner, the current Executive Vice President, have tried many tactics to get
Mr. Bonn to refrain from taking actions in the best interests of the Company's
shareholders--including threats and accusations, retention of high-priced and
artful counsel paid for by the shareholders, and forming a special committee
that includes Mr. Weiner, Mr. Hiram Woo, an individual who serves as President
of a company that has filed bankruptcy within the past 60 days, and Mr. Koung
Wong, a person who was originally appointed to the Board of Directors with no
other public company experience. Mr. Bonn expects that current management will
continue to take 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 mismanagement and dismal performance, 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?

Executive management already has taken steps--including personal attacks,
establishing a committee that is not independent and perpetuating itself in
office using shareholder money and corporate resources--that Mr. Bonn views as
inappropriate and wasteful. Mr. Bonn believes it is likely that management will
continue to endeavor to take actions that are not in the best interests of New
Frontier shareholders. Mr. Bonn believes that his activity and demand for a
special meeting of shareholders is the only effective means to prevent this
continuing management misconduct.

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

Mr. Bonn plans to file a preliminary proxy statement with the Securities and
Exchange Commission over the next few weeks. The proxy statement will contain
more detailed information regarding various questions that shareholders have
raised. The timing of the special meeting will depend on a number of factors,
including the SEC's review of Mr. Bonn's preliminary proxy statement and the
Company's responsiveness to Mr. Bonn's demand to call the special meeting.

* * *

MR. BONN PRESENTLY PLANS TO FILE 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 SPECIAL MEETING. MR. BONN
STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO READ THE PROXY STATEMENT
WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. WHEN FILED,
THE PRELIMINARY PROXY STATEMENT WILL BE 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 WILL BE CONTAINED IN THE PRELIMINARY PROXY STATEMENT.