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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10 -K/A
AMENDMENT NO. 1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2002
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_________________ to_________________
Commission File Number: 33-27494-FW
NEW FRONTIER MEDIA, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1084061
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7007 Winchester Circle, Suite 200, Boulder, CO 80301
(Address of principal executive offices and Zip Code)
(303) 444-0632
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. /X/ YES / / NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /
Aggregate market value of voting stock held by non-affiliates: $28,488,796 based
on 12,386,433 shares at June 7, 2002 held by non-affiliates and the closing
price on the Nasdaq SmallCap Market on that date which was $2.30.
21,246,916 common shares were outstanding as of June 7, 2002
DOCUMENTS INCORPORATED BY REFERENCE
The information required in response to Part III of Form 10-K is hereby
incorporated by reference to the specified portions of the registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on August 20, 2002.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 2002 (the "Form 10-K") is to: (i)
modify, on page 22 of the Registrant's Form 10-K, "Item 3--Legal Proceedings" as
described in Attachment I hereto; (ii) add, following page F-4 of the
Registrant's Form 10-K, the audit report of Singer Lewak Greenbaum & Goldstein
LLP attached hereto as Attachment II on the financial statements of Interactive
Gallery, Inc., Interactive Telecom, Inc. and Card Transactions, Inc. for the
fiscal year ended March 31, 2000; (iii) include, on page F-2 of the Registrant's
Form 10-K, the re-issued audit report of Grant Thorton LLP attached hereto as
Attachment III; and (iv) to modify, on page F-33 of the Registrant's Form 10-K,
the disclosure contained in Note 22 to the Registrant's consolidated financial
statements as described in Attachment IV hereto. The remainder of the document
remains as filed.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, New Frontier Media has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED: July 24, 2002
NEW FRONTIER MEDIA, INC.
/s/ Mark H. Kreloff
Mark H. Kreloff
Chairman of the Board of Directors,
Chief Executive Officer
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ATTACHMENT I
The following paragraph shall be added as the ninth paragraph of "Item 3--Legal
Proceedings" on page 22:
"Management does not believe that a restatement of the Company's audited
financial statements will be required as a result of the above-described
litigation with Messrs. Bonn, Weber and Howard because, in its opinion, the
Company's audited financial statements contain all adjustments necessary for
them to fairly state the Company's results of operations and financial condition
in accordance with generally accepted accounting principles."
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ATTACHMENT II
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
Interactive Gallery, Inc.
Interactive Telecom Network, Inc.
Card Transactions, Inc. and subsidiaries
We have audited the accompanying combined balance sheet of Interactive Gallery,
Inc., Interactive Telecom Network, Inc., and Card Transactions, Inc. and
subsidiaries as of March 31, 2000, and the related combined statements of
operations, shareholders' equity, and cash flows for each of the two years in
the period ended March 31, 2000. These financial statements are the
responsibility of the Companies' management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Interactive Gallery,
Inc., Interactive Telecom Network, Inc., and Card Transactions, Inc. and
subsidiaries as of March 31, 2000, and the results of their operations and their
cash flows for each of the two years in the period ended March 31, 2000 in
conformity with generally accepted accounting principles.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
May 2, 2000
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ATTACHMENT III
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES
We have audited the accompanying consolidated balance sheet of New Frontier
Media, Inc. and Subsidiaries as of March 31, 2002, and the related statements of
operations, comprehensive income, shareholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the consolidated financial position of New
Frontier Media Inc. and Subsidiaries as of March 31, 2002 and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.
GRANT THORNTON LLP
New York, New York
May 17, 2002 (except for Note 22,
as to which the date is May 28, 2002)
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ATTACHMENT IV
The following paragraph shall be added following the fifth paragraph of Note 22
on page F-33:
"Management does not believe that a restatement of the Company's audited
financial statements will be required as a result of the above-described
litigation with Messrs. Bonn, Weber and Howard because, in its opinion, the
Company's audited financial statements contain all adjustments necessary for
them to fairly state the Company's results of operations and financial condition
in accordance with generally accepted accounting principles."