NEW FRONTIER MEDIA INC /CO/, 424B1, 1998-02-13

NEW FRONTIER MEDIA INC /CO/
424B1, 1998-02-13
MOTION PICTURE & VIDEO TAPE DISTRIBUTION

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<PAGE>
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-35337

PROSPECTUS
1,500,000 UNITS

[LOGO]

NEW FRONTIER MEDIA, INC.

CONSISTING OF 1,500,000 SHARES OF COMMON STOCK AND
1,500,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

New Frontier Media, Inc. (the "Company") is hereby offering 1,500,000 units,
each unit (the "Units") consisting of one share (the "Shares") of Common Stock,
$.0001 par value (the "Common Stock"), and one Redeemable Common Stock Purchase
Warrant (the "Warrants"). The Units, the Shares and the Warrants offered hereby
are referred to collectively as the "Securities." The Shares and Warrants
included in the Units may not be separately traded until June 11, 1998, unless
an earlier date is agreed upon by the Company and Centex Securities,
Incorporated and ten days prior written notice is given to the Unit holders.
Each Warrant entitles the holder thereof to purchase one share of Common Stock
at an exercise price of $6.50 per share, commencing at any time after the Common
Stock and Warrants become separately tradeable, until five years following the
effective date of this Offering. The Warrants are subject to redemption by the
Company at $0.05 per Warrant, on thirty days prior written notice, if the Common
Stock has traded at or above $8.00 for ten consecutive trading days. The Warrant
exercise price is subject to adjustment under certain circumstances; see
"Description of Securities."

Prior to this Offering, a limited public market for the Common Stock of the
Company has existed on the Nasdaq "Bulletin Board" under the symbol "NOOF." The
last reported sale price of the Common Stock on the Bulletin Board was $5.00 per
share. The public offering price of the Unit is $5.25, consisting of $5.00 per
Common Stock share and $0.25 per Warrant. The Company's Units, Common Stock and
Warrants have been approved for quotation on the Nasdaq SmallCap Market under
the symbols "NOOFU," "NOOF" and "NOOFW," respectively.

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL DILUTION. SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company intends to utilize approximately 64% of the net proceeds from
this offering to enter the satellite broadcasting business. See "USE OF
PROCEEDS." The Company has no prior experience in satellite broadcasting. See
"RISK FACTORS" and "BUSINESS."

THE COMPANY HAS ARRANGED FOR ALL THE CLOSING DOCUMENTS FOR THE FIFTH
DIMENSION ASSETS ACQUISITION TO BE EXECUTED IN ADVANCE AND PLACED IN ESCROW
PENDING ONLY THE RECEIPT OF THE PURCHASE PRICE THEREFOR. SEE "BUSINESS." THE
COMPANY WILL CLOSE THE FIFTH DIMENSION ASSETS ACQUISITION SIMULTANEOUSLY WITH
THE CLOSING OF THIS OFFERING. THE FIFTH DIMENSION ASSETS ACQUISITION INCLUDES
SUBLEASING OF SATELLITE TRANSPONDERS BY THE COMPANY FROM FIFTH DIMENSION. THE
COMPANY HAS OBTAINED NEITHER AN OPINION FROM INDEPENDENT COUNSEL NOR THE EXPRESS
CONSENT OF THE TRANSPONDER LESSORS CONCERNING THE VALIDITY OF THE SUBLEASES. SEE
"RISK FACTORS."

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNT(2) COMPANY(3)
<S> <C> <C> <C>
Per Unit(1)........................................... $5.25 $.525 $4.725
Total(4).............................................. $7,875,000 $787,500 $7,087,500
</TABLE>

(1) The Company has reserved the right to sell up to 200,000 Units directly to
certain industry partners at $4.725 per Unit. Since no commissions will be
paid in connection with direct sales by the Company, there will be no
effect on the proceeds to the Company. Subscriptions for Units to be
directly sold by the Company will be held in escrow by Lehman & Eilen,
counsel to the Company, and will be released to the Company concurrent with
and subject to the delivery of payment for the Units to be purchased by the
Underwriters. See "Underwriting."

(2) See "UNDERWRITING" for indemnification arrangements with the several
Underwriters. In addition to the underwriting discount, the Company has
agreed to pay the Managing Underwriter a 3% nonaccountable expense
allowance, and to sell the Managing Underwriter a warrant to purchase a
number of shares of Common Stock equal to 10% of the shares of Common Stock
underlying the Units sold in this Offering. See "UNDERWRITING."

(3) Before deducting expenses of the Offering payable by the Company, including
the Managing Underwriter's nonaccountable expense allowance estimated to be
$236,250 ($271,688 if the Underwriter's Overallotment Option is exercised in
full), estimated at $511,250.

(4) The Company has granted to the Underwriters a 30-day option (the
"Overallotment Option") to purchase up to 225,000 additional Units on the
same terms as the Units offered hereby solely to cover overallotments, if
any. If the Overallotment Option is exercised in full, the total Price to
Public, Underwriting Discount, and Proceeds to Company will be $9,056,250,
$905,625, and $8,150,625, respectively. See "UNDERWRITING."

The Securities are offered by the several Underwriters subject to prior
sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. Delivery of the Securities
will be made on or about February 18, 1998 against payment therefor at the
offices of the Managing Underwriter, 1020 Prospect Street, Suite 200, La Jolla,
California 92037.

CENTEX SECURITIES

INCORPORATED
The date of this Prospectus is February 11, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE UNITS, COMMON
STOCK OR WARRANTS, INCLUDING OVER-ALLOTMENT, STABILIZING, AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION AND FINANCIAL STATEMENTS FOUND ELSEWHERE IN THIS PROSPECTUS, AND THE
INFORMATION INCORPORATED HEREIN BY REFERENCE. UNLESS OTHERWISE INDICATED, ALL
INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE OVERALLOTMENT OPTION.
SEE "UNDERWRITING." AS USED IN THIS PROSPECTUS, THE TERM "NEW FRONTIER MEDIA"
AND THE "COMPANY" REFER TO NEW FRONTIER MEDIA, INC. AND ITS SUBSIDIARIES, UNLESS
OTHERWISE STATED OR INDICATED BY THE CONTEXT. INVESTORS SHOULD CAREFULLY
CONSIDER THE INFORMATION SET FORTH IN "RISK FACTORS." EXCEPT WHERE OTHERWISE
INDICATED, ALL SHARE AND PER SHARE DATA IN THIS PROSPECTUS (INCLUDING DATA WITH
RESPECT TO OPTIONS AND WARRANTS TO PURCHASE SHARES OF COMMON STOCK) HAVE BEEN
ADJUSTED TO REFLECT THE FIFTH DIMENSION ASSETS ACQUISITION (AS DEFINED HEREIN).
SEE "BUSINESS." THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS
WHICH MAY INVOLVE CERTAIN RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS SET FORTH UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS PROSPECTUS.

THE COMPANY

New Frontier Media, Inc. (the "Company") is a diversified holding company,
consisting of four subsidiaries: (1) Colorado Satellite Broadcasting, Inc.
("CSB"); (2) DaViD Entertainment, Inc. ("DaViD"); (3) Boulder Interactive Group,
Inc. d/b/a Inroads Interactive ("Inroads"); and (4) Fuzzy Entertainment, Inc.
d/b/a In-Sight Editions ("In-Sight"). The Company is engaged in three primary
business activities: (i) reference CD-ROM publishing; (ii) acquisition and
distribution of unrated and adult feature films in all video disc formats,
including 12" laserdisc and 5 1/4" digital versatile disc; and (iii) fine art
and decorative art poster publishing and distribution. The Company has suffered
losses in all but two quarters since its inception on July 26, 1995. See
"FINANCIAL STATEMENTS."

The Company intends to enter into a fourth business, satellite broadcasting
of adult entertainment, upon completion of the acquisition of certain assets
from Fifth Dimension Communications (Barbados), Inc., a Barbados corporation,
1043133 Ontario Inc., an Ontario (Canada) corporation, 1248663 Ontario Inc., an
Ontario (Canada) corporation, and Merlin Sierra, Inc., a California corporation
(hereinafter referred to collectively as "Fifth Dimension"). See
"BUSINESS--Fifth Dimension Assets Acquisition." The Company has entered into
agreements to acquire certain assets of Fifth Dimension, subject to successful
completion of a public offering by the Company of at least $7,000,000 in gross
proceeds (the "Fifth Dimension Assets Acquisition"). See "USE OF PROCEEDS" and
"BUSINESS." The Company intends to utilize its wholly owned subsidiary CSB to
acquire certain Fifth Dimension assets and operate the subscription-based and
transaction-based television networks acquired from Fifth Dimension. See
"BUSINESS--Fifth Dimension Assets Acquisition."

RECENT DEVELOPMENTS

The Company is currently engaged in legal disputes with Sands Brothers &
Company ("Sands Brothers"), a New York broker-dealer, and Quarto Holdings, Inc.
("Quarto"), a wholly owned subsidiary of Quarto Group, Inc., a co-edition book
publisher which owns 30 percent of Inroads. The Company disputes the validity of
and is vigorously contesting the Sands Brothers' and Quarto claims. See
"BUSINESS--Legal Proceedings."

Inroads and DaViD are in transition periods. Inroads' sales and marketing
focus has shifted to a more specialized "enthusiast and hobbyist" consumer
niche, as evidenced by Inroads' recent releases of CD-ROM titles GUNS and
CIGARS. DaViD has recently transitioned from being a licensor of adult films for
release exclusively on LaserDisc, to a licensor and distributor of such films on
Digital Versatile Disc ("DVD"). These transitions have negatively impacted the
Company's revenues and cash flow; accordingly, on October 24, 1997 the Company
obtained an unsecured, conditional, revocable $1,000,000 line of credit from one
of the Company's principal shareholders. The Company may draw against this line
of credit beginning January 1, 1998, for a period of nine months. In addition,
on August 29, 1997, the Company

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borrowed $500,000 from Golf Partners, LLC, an unaffiliated third party, on a
secured basis. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--Liquidity" and "FINANCIAL STATEMENTS (Note 10)."

BUSINESS STRATEGY

The Company's business strategy is to license and/or acquire high-quality
(professionally produced, directed, and/or filmed, with paid actors) content
that can be successfully placed into the Company's distribution networks and
exploited through analog and digital disc technologies, satellite broadcasting,
and print media. A substantial portion of the net proceeds from this offering
will be utilized to complete the Fifth Dimension Assets Acquisition, which will
result in the Company becoming a provider of sexually explicit adult
programming. See "BUSINESS." The Fifth Dimension assets to be acquired account
for approximately 85.7% of the pro forma adjusted revenues of the Company, set
forth in "FINANCIAL STATEMENTS" and the notes thereto. Through Inroads
Interactive, the Company is also engaged in the business of creating non-adult
content on CD-ROM media. Each of the Company's subsidiaries or intended
subsidiaries is summarized below.

COLORADO SATELLITE BROADCASTING, INC. ("CSB")

CSB is the Company's wholly owned subsidiary that will operate the
subscription-based and transaction-based television networks to be acquired from
Fifth Dimension. A substantial portion of the proceeds from this Offering will
be used to complete the Fifth Dimension transaction. See "USE OF PROCEEDS" and
"BUSINESS--Fifth Dimension Assets Acquisition."

Fifth Dimension is a leading provider of subscriber-based adult content
premium television channels (hereinafter "premium channels" or "pay television")
and transaction-based television networks ("pay-per-view"). Fifth Dimension
owns, operates and distributes the three leading C-band adult programming
networks, and is a leading provider of explicit adult programming via direct to
home ("DTH") C-band satellite. Pursuant to the terms of the Asset Purchase
Agreements between the Company and Fifth Dimension, the Company will acquire
certain assets from Fifth Dimension, including the satellite uplink facility
equipment, call center facility equipment, satellite transponder subleases, film
inventories, intangible assets (including trade names, trademarks, service
marks, copyrights, mask work rights, licenses, brand names, trade secrets, trade
dress, technical know-how, good will and other intangibles), subscriber base and
lists, vendor lists, books and records, permits and licenses, and all other
property of Fifth Dimension used in connection with Fifth Dimension's adult
programming business. The Company will enter into an Uplink Management Services
Agreement and a Call Center Interim Services Agreement with Fifth Dimension,
pursuant to which Fifth Dimension will operate, maintain, manage, and sustain
the satellite uplink facility and will receive and process subscriber calls for
a period of nine months following the closing. See "BUSINESS."

The assets to be acquired from Fifth Dimension generated sales of
$15,044,139 and pre-tax income of $999,148 (pre-tax income, as adjusted for
non-recurring expenses and related party transactions, would have been
$2,755,297) for the year ended March 31, 1997. The Company has agreed to acquire
certain Fifth Dimension assets for a total purchase price of $7,700,000,
consisting of $3,500,000 in cash and Common Stock of the Company valued at
$4,200,000. The Company evaluated certain non-recurring costs included in the
operation of Fifth Dimension in arriving at the purchase price for the assets.
The Company believes approximately $1,800,000 of expenses incurred by Fifth
Dimension for the year ended March 31, 1997 will not recur in the future,
including excess salaries and related-party payments of approximately $850,000,
loss on investment shares of $220,000, certain legal fees of approximately
$100,000, approximately $415,000 of costs for duplication of existing facilities
and operations that the Company already has in place, and other non-recurring
costs of approximately $215,000. Terms of the Asset Purchase Agreements provide
that the Company will issue 840,000 shares of Common Stock to Fifth Dimension as
part of the purchase price. The Company will also issue Fifth Dimension or its
assignees warrants to purchase up to an additional 400,000 shares of the
Company's Common Stock at $5.00 per share, all pursuant to the

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<PAGE>
terms of the Asset Purchase Agreements and the Warrant Agreement. See
"BUSINESS--Fifth Dimension Assets Acquisition." The Company has also agreed to
pay Fifth Dimension "formula profits" exceeding $2,000,000 for the first 12
months after closing. "Formula Profits" is defined in the Asset Purchase
Agreements as the total revenue from operations minus actual operating costs.
Maximum operating costs under this provision are limited to an amount not
greater than 125% of the projected costs set forth in Schedule 2.1(f) to the
Asset Purchase Agreements. Schedule 2.1(f) details projected costs of
$12,294,444, and maximum operating costs of $15,368,055.

The Company believes it can enhance shareholder value by:

- Integrating the Fifth Dimension Assets into the Company via CSB, which is
currently a shell corporation;

- Substantially reducing operating costs associated with the Fifth Dimension
assets by, among other things, outsourcing the Call Center's operations to
a third party provider in the United States;

- Eliminating related-party leases and payments that were previously made by
Fifth Dimension;

- Reducing licensing fees by combining the purchasing power of DaViD and
CSB; and

- Utilizing personnel of Inroads to implement simultaneous "web casting" of
CSB programming via the Internet.

DAVID ENTERTAINMENT, INC. ("DAVID")

DaViD is in the business of acquiring content rights to existing unrated and
adult motion picture titles for distribution on laserdisc and digital versatile
disc ("DVD") by third-party distributors. DaViD is a leading content licensor of
feature-length unrated and adult motion pictures for release on video disc.
DaViD currently has content rights to approximately 350 unrated and adult motion
picture titles, and intends to acquire rights to approximately 500 more in the
next 24 months. The Company has allocated $750,000 of the net proceeds from this
offering for acquisition of titles by DaViD. See "USE OF PROCEEDS." There are
currently no contracts to acquire additional titles in effect. DaViD's titles
are distributed in the 8" and 12" LaserDisc formats and the 5 1/4" Digital
Versatile Disc format. The distribution terms for these titles range from seven
years to perpetuity. DaViD has released over 140 titles as of the date of this
Prospectus, currently releases 4 to 8 titles per month for distribution, and
intends to release up to 20 titles per month, primarily on DVD, by the end of
1998. See "BUSINESS--DaViD."

BOULDER INTERACTIVE GROUP, INC., D/B/A INROADS INTERACTIVE ("INROADS")

Inroads is a vertically integrated CD-ROM software publishing company that
designs and develops CD-ROM titles and licenses third-party-developed titles.
Inroads is 70% owned by New Frontier Media, Inc., and 30% owned by Quarto
Holdings, Inc. ("Quarto"), a wholly owned subsidiary of Quarto Group, Inc., a
co-edition book publisher. In September, 1996, Inroads acquired rights to
commercially exploit certain titles in Quarto's extensive reference library in
digital formats, providing Inroads with a significant source of material for
future titles. Inroads has recently completed development of IN FOCUS, THE GUIDE
TO BETTER PHOTOGRAPHY and CIGAR COMPANION, its first titles released under this
agreement with Quarto. The Company is currently engaged in a dispute with
Quarto. See "BUSINESS--Legal Proceedings."

Inroads' in-house developed titles are produced, designed, and developed by
the Company's twelve-person staff. Inroads' licensed titles (developed by
unaffiliated third parties) are localized, packaged, and, if necessary, enhanced
with new graphics or interface design/operating elements by Inroads. Inroads'
staff includes writers, software engineers, artists, and management. All of
Inroads' CD-ROM titles, whether developed in-house or licensed, contain video,
still photography, audio, music, and text. These elements are combined with
custom-designed interfaces and computer code to deliver high-quality,
easy-to-use CD-ROM titles. Utilizing state-of-the-art technology and
approximately ten workstations, Inroads has developed and released nine CD-ROM
titles since its inception in June, 1994. Other titles are under development.

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FUZZY ENTERTAINMENT, INC., D/B/A IN-SIGHT EDITIONS ("IN-SIGHT")

In-Sight is a niche publisher and distributor of fine-art and decorative art
posters which are priced in the low to moderate price range. Based in Marina Del
Rey, California, In-Sight employs two full-time employees in the design and
production areas, and one employee in shipping/warehousing. In-Sight's
accounting, inventory control and accounts receivable/payable functions are
managed by the Company's Boulder, Colorado office. In-Sight is not currently a
significant factor in the Company's future business plans.

RISK FACTORS

The Securities offered hereby involves a high degree of risk. This
Prospectus contains forward-looking statements, including those discussed under
"USE OF PROCEEDS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" and "BUSINESS." These forward-looking statements
involve a number of risks and uncertainties including, but not limited to, those
discussed under "RISK FACTORS." The Company's actual results may differ
significantly from the results discussed in the forward-looking statements. See
"RISK FACTORS."

THE OFFERING

<TABLE>
<S> <C>
Securities offered hereby......... 1,500,000 Units, each consisting of one share of Common
Stock and one Warrant, each Warrant entitling the holder
to purchase one share of Common Stock at a price of
$6.50 per share
until February 10, 2003. See "DESCRIPTION OF
SECURITIES."(1)
Description of the Warrants....... The Warrants are not immediately exercisable and not
transferable separately from the Shares until June 11,
1998, unless an earlier date is agreed upon by the
Company and Centex Securities, Incorporated and ten days
prior written notice is given to the Unit holders. The
Warrants are redeemable by the Company at a price of
$0.05 per Warrant under certain conditions. See
"DESCRIPTION OF SECURITIES."
Common Stock to be outstanding
after the Offering and Fifth
Dimension Assets Acquisition.... 6,535,368(1)(2)
Warrants to be outstanding after
the Offering.................... 1,500,000 Warrants(3)
Use of Proceeds................... The net proceeds of the offering will be utilized to
complete the Fifth Dimension Assets Acquisition,
establish CSB operations, fund expansion of DaViD, and
for general corporate purposes, including marketing,
sales, and working capital. See "USE OF PROCEEDS" and
"BUSINESS."
Proposed Nasdaq SmallCap Market
Symbols
Units........................... NOOFU
Common Stock.................... NOOF
Warrants........................ NOOFW
</TABLE>

- ------------------------

(1) Excludes an aggregate of up to 2,100,000 shares of Common Stock issuable
upon exercise of (i) the Warrants, (ii) the Underwriters' Overallotment
Option and (iii) the Underwriters' Warrant to be issued in connection with
this Offering. See "UNDERWRITING."

(2) Excludes 835,666 shares of Common Stock issuable upon exercise of warrants
outstanding as of June 30, 1997, and exercisable at various periods through
September, 2001. See "CERTAIN TRANSACTIONS." Includes 840,000 shares of
Common Stock to be issued to Fifth Dimension as part of the Assets purchase
price. See "BUSINESS--Fifth Dimension Assets Acquisition."

(3) Does not include up to 225,000 Warrants issuable upon exercise of the
Underwriters' Overallotment option.

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SUMMARY FINANCIAL DATA

(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996 (AUDITED)
AND THE SIX MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
NEW FRONTIER MEDIA, INC.
----------------------------------- FIFTH DIMENSION(1)
YEAR ENDED MARCH 31, -----------------------------------------
YEAR ENDED MARCH 31,
-------------------- ------------------------
1997 1996 1997 1996
--------- --------- SIX MONTHS ----------- ----------- SIX MONTHS
ENDED ENDED SEPTEMBER
SEPTEMBER 30, 30,
------------- ---------------
1997 1997
------------- ---------------
(UNAUDITED) (UNAUDITED)

<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales............................... $ 2,516 $ 2,566 $ 728 $ 15,044 $ 12,224 $ 5,976
Net income (loss) from operations
before minority interest and
income taxes...................... (451) 5 (474) 1,219 2,008 333
Net income (loss)................... (386) (7) (431) 897 2,193 316
Net income (loss) per share......... (0.09) * (0.10) 3,299 8,061 1,162
Shares used in computing net income
or loss per share................. 4,188,459 4,051,896 4,195,321 272(2) 272(2) 272(2)
BALANCE SHEET DATA:
Total current assets................ 1,882 861 1,677 4,140 3,797 4,296
Total assets........................ 2,186 1,017 2,304 5,928 5,906 6,051
Current liabilities................. 657 342 1,242 3,619 4,349 3,426
Long-term debt...................... 13 0 9 0 0 0
Total liabilities................... 670 342 1,251 3,619 4,349 3,426
Total stockholders' equity.......... 1,211 675 790 2,309 1,557 2,625
</TABLE>

- ------------------------------

(1) "Fifth Dimension" includes the combined financial statements for Fifth
Dimension Communications (Barbados), Inc., Merlin Sierra and 1043133
Ontario, Inc. for the years ended March 31, 1997 and 1996 and the six months
ended September 30, 1997. See "FINANCIAL STATEMENTS."

(2) Consists of 100 common shares of Fifth Dimension Communications (Barbados)
Inc., 100 common shares of Merlin Sierra, Inc., and 72 common shares of
1043133 Ontario, Inc. See Note 8 to "FINANCIAL STATEMENTS."

* Less than $.01 per share.

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RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS RELATING TO THE COMPANY AND THIS OFFERING SHOULD BE CONSIDERED
CAREFULLY WHEN EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED
HEREBY. THIS PROSPECTUS INCLUDES CERTAIN STATEMENTS THAT MAY BE DEEMED TO BE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL
STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDED IN THIS
PROSPECTUS THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT THE COMPANY
EXPECTS, BELIEVES OR ANTICIPATES WILL OR MAY OCCUR IN THE FUTURE, INCLUDING SUCH
MATTERS AS FUTURE OPERATING RESULTS PERTAINING TO THE FIFTH DIMENSION ASSETS
ACQUISITION, BUSINESS STRATEGIES, EXPANSION AND GROWTH OF THE COMPANY'S
OPERATIONS AND OTHER SUCH MATTERS ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE BASED ON CERTAIN ASSUMPTIONS AND ANALYSES MADE BY THE COMPANY IN
LIGHT OF ITS EXPERIENCE AND ITS PERCEPTION OF HISTORICAL TRENDS, CURRENT
CONDITIONS, EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS IT BELIEVES ARE
APPROPRIATE IN THE CIRCUMSTANCES. SUCH STATEMENTS ARE SUBJECT TO A NUMBER OF
ASSUMPTIONS, RISKS AND UNCERTAINTIES, INCLUDING THE RISK FACTORS DISCUSSED
BELOW, GENERAL ECONOMIC AND BUSINESS CONDITIONS, THE BUSINESS OPPORTUNITIES (OR
LACK THEREOF) THAT MAY BE PRESENTED TO AND PURSUED BY THE COMPANY, CHANGES IN
LAWS OR REGULATIONS AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF
THE COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT ACTUAL RESULTS OR DEVELOPMENTS MAY
DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS.

NEW FRONTIER MEDIA A RECENTLY ORGANIZED BUSINESS WITH LIMITED OPERATING HISTORY

The Company was organized in July, 1995 and has incurred losses from
inception. As of September 30, 1997 the Company had an accumulated deficit of
$991,128. See "FINANCIAL STATEMENTS." The ability of the Company to operate
profitably is dependent upon successful execution of the business plans of each
of its subsidiaries. In particular, Boulder Interactive Group, Inc. must
successfully develop commercially viable CD-ROM products for enthusiasts and
hobbyists, and finalize strategic partnerships. DaViD Entertainment, Inc. must
successfully acquire content rights, and implement its release strategy as
Digital Versatile Disc ("DVD") technology becomes commercially affordable and
available. Fuzzy Entertainment must successfully acquire fine art images, and
begin to produce and distribute those images commercially. Finally, and most
importantly, the Company must complete the acquisition of the Fifth Dimension
assets and implement the CSB business plan. See "BUSINESS." The Company is in
the early operational stage, has generated limited revenues from operations to
date and there is no assurance the Company's intended activities will be
successful or result in significant revenue or generate profits for the Company.
The Company faces all risks which are associated with any new business, such as
under-capitalization, cash flow problems, and personnel, financial and resource
limitations, as well as special risks associated with its proposed operations.
Management cannot assure when or if the Company may generate substantial
revenues. The likelihood of the success of the Company must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with the formation of a new business. The
Company has had a limited operating history and has generated only limited
revenues and earnings from operations. The Company has no significant financial
resources and limited assets. See "BUSINESS" and "FINANCIAL STATEMENTS."

LOSSES FROM INCEPTION; SUBSTANTIAL ACCUMULATED EARNINGS DEFICIT

The Company was organized in July, 1995 and incurred a net loss of $386,030,
or $.09 per share, on revenues of $2,515,802 for the fiscal year ended March 31,
1997, and a net loss of $6,870, or less than $.01 per share, for the period from
July 17, 1995 (inception) to March 31, 1996. The Company incurred a net loss of
$431,320, or $.10 per share, on revenues of $727,775 for the six months ended
September 30, 1997. As of September 30, 1997 the Company had an accumulated
deficit of $991,128. See "FINANCIAL STATEMENTS."

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PURCHASE OF FIFTH DIMENSION ASSETS; NO EXPERIENCE IN SATELLITE BROADCASTING
BUSINESS

The Company and its subsidiary CSB have entered into agreements to acquire
certain assets of Fifth Dimension (the assets to be acquired are collectively
referred to as the "Fifth Dimension assets"). The Fifth Dimension assets to be
acquired include, but are not limited to: trademarks, proprietary rights and
other intellectual property rights associated with the adult movie programming
and broadcasting business ("Adult Movies Business"); equipment, software
technology, furniture, machinery, appliances and other tangible personal
property used in the satellite uplink and customer call center facilities; any
and all rights Fifth Dimension has in adult programming in any format; all
subscriptions for the Adult Movies Business owned by Fifth Dimension; and all
rights to any "1-800" numbers used by Fifth Dimension in the Adult Movies
Business. The Company has no prior experience in the satellite network
broadcasting business. The Company intends to integrate or phase in the much
larger business operations associated with the Fifth Dimension assets into the
Company's business via management agreements with Fifth Dimension. See
"BUSINESS--Fifth Dimension Assets Acquisition."

PROVISION OF SEXUALLY EXPLICIT CONTENT

The Company, through its subsidiary CSB, will be engaged in the business of
providing sexually explicit programming and other products to adult television
subscribers, once the Fifth Dimension Assets Acquisition is completed. Many
people may regard the Company's primary business as unwholesome. The nature of
the Company's primary business may negatively taint the Company's other
subsidiaries. Certain investors, investment banking entities, market makers,
lenders, and others in the investment community may refuse to participate in the
Company's public market, finance, or other activities due to the nature of the
Company's primary business. Such refusal may negatively impact the value of the
Company's stock, and its opportunities to attract market support. See
"BUSINESS."

RELIANCE ON FIFTH DIMENSION

As part of the Fifth Dimension Assets Acquisition, the Company and Fifth
Dimension will enter into an Uplink Management Services Agreement ("UMSA") and a
Call Center Interim Services Agreement ("CCISA"). Under the UMSA as currently
proposed, Fifth Dimension will operate, maintain, manage, and sustain an uplink
and playback facility capable of providing continual uninterrupted services for
the Adult Movies Business of a substantially similar nature and quality as those
services currently being provided by Fifth Dimension to its current subscribers.
The Company does not own an uplink facility, and to the extent Fifth Dimension
fails to provide the services contracted for under the UMSA, the Company and its
shareholders are subject to significant risks. Failure to properly manage the
Uplink Facility could result in loss of customers, signal disruptions, and
quality problems that, if not immediately addressed, could negatively impact the
Company's subscriber base and revenues. In the event the Company and Fifth
Dimension fail to consummate the UMSA, or if Fifth Dimension failed to perform
as required under the UMSA, CSB's operations would in all likelihood terminate,
resulting in loss of substantial projected revenues to the Company. See
"BUSINESS--Fifth Dimension Assets Acquisition."

Under the terms of the CCISA, Fifth Dimension will agree to receive and
process subscriber calls on behalf of the Company from its Ottawa (Canada) Call
Center for a period of nine months from the Assets Acquisition date, using the
Call Center assets to be acquired. The Company intends to outsource the call
center to a third party provider in the United States prior to expiration of the
CCISA. To the extent there is any disruption in Call Center operations, the
Company may lose subscribers or miss opportunities to capture calls, resulting
in lost revenue to the Company. See "BUSINESS--Fifth Dimension Assets
Acquisition."

SATELLITE SERVICE AGREEMENTS; REFUSAL OF SERVICE OR TERMINATION OF AGREEMENTS

Fifth Dimension currently provides its adult satellite programming to
subscribers via satellite transponder agreements with AT&T Corp. (the "AT&T
Agreement") and Loral SpaceCom Corporation d/b/a Loral Skynet (the "Loral
Agreement"). The AT&T Agreement runs through December 31, 1999. The

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Loral Agreement runs for a period of five years from the date the Telstar 5
satellite was placed in service (approximately June, 1997). Both of the
transponder agreements provide for a subsequent 5-year extension. The Company
intends to sublease these transponders from Fifth Dimension as part of the Fifth
Dimension Assets Acquisition. The AT&T Agreement and the Loral Agreement are
collectively referred to as the "transponder agreements."

The Company has not obtained opinions of counsel concerning sublease of the
transponders under the terms of the transponder agreements. In the event either
or both of the transponder agreements otherwise preclude the type of sublease
agreement entered into between the Company and Fifth Dimension, the Fifth
Dimension Assets Acquisition would, in all likelihood, be abandoned, to the
financial detriment of the Company and its shareholders.

The transponder agreements contain provisions that allow the respective
service providers to refuse to provide the service (defined as service on
preemptible transponders on Telstar 402R and Telstar 5, respectively) if the
material being transmitted by Fifth Dimension or the Company is harmful to the
service provider's name or business, or if Fifth Dimension or the Company is
indicted or is otherwise charged as a defendant in a criminal proceeding, or is
convicted under any obscenity law, or has been found by any governmental
authority to have violated such law. Fifth Dimension has operated its adult
content satellite programming under these terms for several years without
disruption or refusal of service; nonetheless, the Company, as subleasee of the
transponders under the transponder agreements, is subject to arbitrary refusal
of service by the the service provider if that service provider determines that
the content being transmitted by the Company is harmful to the service
provider's name or business. Any such service disruption would substantially and
adversely affect the financial condition of the Company. See "BUSINESS."

RELUCTANCE OF SMALL-DISH AND SOME CABLE COMPANIES TO CARRY EXPLICIT ADULT
PROGRAMMING

Cable television and Ku-Band (small dish) satellite are the fastest-growing
segments providing programming to homes in the United States. Fifth Dimension
has been not able to successfully expand its base of distribution, for two
principal reasons: (1) C-Band (large dish) satellite system sales have
plateaued, and small dish systems are beginning to dominate the market; and (2)
some small-dish system operators and some cable system operators have, to date,
been reluctant to carry explicit adult programming on their systems. Most major
cable and small-dish systems carry less explicit adult programming, such as the
PLAYBOY CHANNEL, and the Company believes that the SPICE network's explicit
programming is available to approximately 500,000 cable system subscribers. The
Company believes that by reason of its contacts in the cable industry (as well
as the success of SPICE'S explicit programming) it may be more successful than
Fifth Dimension has been in convincing cable and small-dish operators to carry
its programming. In this regard, the Company is currently engaged in
negotiations with a leading small-dish provider to carry its programming. There
can be no assurance that the Company will be able to expand on the current Fifth
Dimension programming base by convincing cable and small-dish operators to carry
one or more sexually explicit networks or by establishing a less explicit
network to compete with the PLAYBOY CHANNEL. See "BUSINESS."

GOVERNMENT REGULATION--GENERAL

The Company, through its wholly owned subsidiary CSB, will be engaged in the
business of providing adult movies and other programming to adult subscribers,
if and when the Fifth Dimension Assets Acquisition is completed. By virtue of
the Fifth Dimension Assets Acquisition, CSB will become a leading provider of
explicit adult programming via direct-to-home C-band satellites. CSB intends to
expand its C-band subscriber base, market its programming to multiple-system
operators, and consider launching a less explicit network to compete with the
PLAYBOY CHANNEL. Federal and state governments, along with various religious and
children's advocacy groups, consistently propose and pass legislation aimed at
restricting provision of, access to, and content of "adult entertainment." These
groups also may file lawsuits against providers of adult entertainment,
encourage boycotts against such providers, and mount negative publicity

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campaigns against companies whose businesses involve adult entertainment. The
Company and CSB may be subjected to such adverse publicity, litigation and
legislation. See "BUSINESS--Fifth Dimension Assets Acquisition."

The Company and CSB may incur substantial costs defending themselves against
such actions, which may negatively impact the Company's finances. Negative
publicity, boycotts and litigation could also discourage institutional and other
investors from investing in the Company, to the detriment of the Company's
shareholders and investors in this Offering. The Company may not be able to
attract as large a base of investors as a similarly situated company in a
business not involving "adult entertainment." Negative publicity concerning
programming provided by the Company through CSB may cause the service providers
to refuse to provide service under the terms of the transponder agreements, the
Company, however, believes that the likelihood that such refusal could occur to
be remote, at best. See "BUSINESS--Fifth Dimension Assets Acquisition."

Recently, federal and state government officials have targeted "sin
industries," such as tobacco, alcohol, and adult entertainment for special tax
treatment and legislation. In 1996, Congress passed the Communications Decency
Act of 1996 (the "CDA"). Section 505 of the CDA required full audio and video
scrambling. If the multi-channel video program distributor (including cable
system operators) could not comply with the full scrambling requirement, it was
prohibited from carrying sexually explicit programming between the hours of 6:00
a.m. and 10:00 p.m. Recently, the U.S. Supreme Court, in ACLU v. Reno, held
certain substantive provisions of the CDA unconstitutional. Businesses in the
adult entertainment and programming industries expended millions of dollars in
legal and other fees in overturning the CDA. Investors in this Offering should
understand that the adult entertainment industry may continue to be a target for
legislation. In the event the Company must defend itself and/or join with other
companies in the adult programming business to protect its rights, the Company
may incur significant expenses that could have a material adverse effect on the
Company's business and operating results. See "BUSINESS--Fifth Dimension Assets
Acquisition."

GOVERNMENT REGULATION--ADULT PROGRAMMING

The Company's explicit adult programming directly competes with the explicit
adult programming broadcast by SPICE. The Company is currently evaluating the
possibility of establishing a less explicit adult network to compete directly
with the PLAYBOY CHANNEL. In 1996, the United States Congress passed the
Telecommunications Act of 1996 (for this paragraph only, the "Act"), a
comprehensive overhaul of the Federal Communications Act of 1934. Section 641 of
the Act requires full audio and video scrambling of channels which are primarily
dedicated to "sexually explicit" programming. Both non-explicit programming
providers (such as Playboy) and explicit programming providers (such as SPICE
and the Exxxtasy Networks) feature "sexually explicit" programming within the
contemplation of Section 641 of the Act. If a multi-channel video programming
distributor, including a cable television operator, cannot comply with the full
scrambling requirement, then the channel must be blocked during the hours when
children are likely to be watching television, i.e., from 6:00 a.m. to 10:00
p.m. Although all adult programming companies fully scramble their signals for
security purposes, several cable television multiple-system operators ("MSOs")
lack the technical capability to fully scramble the audio portion of the signal.
These cable systems would be required to block adult broadcasts between 6:00
a.m. and 10:00 p.m. Both Spice, Inc. (NASDAQ:SPZE) and Playboy, Inc. (NYSE:PLAA)
predict that revenues from cable television distribution sources could be
negatively affected by as much as 25% as a result of this provision, until new
equipment can be installed. Compliance with the Act could have a material
adverse effect on the Company's business and operating results. See "BUSINESS."

LOSS OF MARKET SHARE TO DIRECT BROADCAST SATELLITE ("DBS")

Although management believes C-Band "big dish" satellite systems provide
more stable delivery of programming and that new technologies will allow C-Band
systems to receive digital channels (See "BUSINESS--Satellite Transmission"),
the market for C-Band systems has plateaued, particularly with the

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introduction and rapid proliferation of Ku-Band Direct Broadcast Satellite
systems, such as Dish Network and Direct TV. Consequently, it will be difficult
to further develop sales revenue growth from this business, and the growth of
Ku-Band Direct Broadcast Satellite Systems may reduce future sales revenue from
this business, which could adversely affect the financial performance of the
Company. See "BUSINESS-- Satellite Transmission" and "--Competition."

ADDITIONAL FINANCING MAY BE REQUIRED

The Company will receive net proceeds of approximately $6,576,250 from this
Offering. The Company believes that the proceeds of this offering will be
sufficient to fund the Fifth Dimension Assets Acquisition, the ongoing
operations of the Company for the next twelve months, and to allow the Company
to expand the operations of its subsidiaries. There can be no assurance,
however, that the Company's cash requirements during this period will not exceed
its available resources. The Company's future capital requirements will depend
on many factors, including the Company's ability to operate its subsidiaries
successfully, as well as market developments and cash flow from operations. In
the event that the net proceeds of this Offering and cash generated from
operations are insufficient to fund the Company's activities, the Company will
be required to raise additional funds through bank or other borrowings, or
equity or debt financings. There can be no assurance that additional financing,
if required, will be available at all or in amounts or on terms acceptable to
the Company. In addition, any equity financing could result in dilution to the
Company's existing stockholders. Failure to obtain additional working capital in
a timely manner or on acceptable terms could have a material adverse effect on
the Company, its operations, financial results and prospects and could cause the
Company to amend or delay its expansion plans. See "USE OF PROCEEDS," "BUSINESS"
and the Financial Statements of the Company included elsewhere herein.

COMPETITION

The domestic and international markets for the products developed, licensed,
and marketed by the Company's subsidiaries are highly competitive. Many of the
Company's competitors have longer operating histories, greater name recognition,
greater market acceptance of their products, and significantly greater
financial, technical, sales, marketing and other resources to devote to the
development, promotion, and sale of their products. Many large companies with
sophisticated product marketing and technical abilities and financial resources
that do not currently compete with the Company may enter the market and quickly
become significant competitors. To the extent such competitors establish a
performance, price or distribution advantage, the Company could be adversely
affected. See "BUSINESS--Competition."

COLORADO SATELLITE BROADCASTING, INC.

CSB faces competition in the area of explicit adult programming from several
companies, including Spice, Inc. The Company may pursue establishing a
non-explicit cable and satellite network. CSB will face competition in the
non-explicit arena from Playboy, Inc., the dominant non-explicit provider,
Spice, Inc., and from other well-funded sources. Management estimates that
establishing a non-explicit cable and satellite network will require $2 million
or more and 12 to 24 months to fully implement. Only a small portion of the net
proceeds of this Offering will be allocated to this project, and will be used to
continue the Company's evaluation of the merits of pursuing such a direction.
There is no assurance that the Company will ultimately decide to fully pursue
launching of a less explicit network. In the event the Company does decide to
pursue such a venture, the Company would, in all likelihood, need to raise
additional capital. There is no assurance that the Company would be successful
in raising funding to establish a less explicit network.

DAVID.

The management of DaViD intends to complete the acquisition of content
rights to an additional approximately 500 unrated and adult motion picture
titles, and thereafter concentrate on releasing those

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titles gradually over time, as the market dictates. Competition in the
distribution of unrated and adult motion pictures has become intense in the past
five years.

INROADS.

The personal computer consumer software industry is intensely competitive.
The market for CD-ROM products has increased dramatically the past three years.
CD-ROM software is quickly replacing the floppy disc as the most popular
personal computer format for programs, games, and information. The fluid nature
of the consumer software industry and rapidly changing demand for products make
it difficult to predict the future success of the Company in the business of
producing packaged software products for the retail market. Numerous large,
well-funded software developing and publishing competitors exist. These
competitors have greater capital, marketing resources and brand recognition than
the Company. Inroads' success is dependent upon the ability of its staff to
continue to develop CD-ROM titles and products that are commercially viable.
Inroads will continue to face significant competition for the foreseeable
future.

IN-SIGHT.

In-Sight will face competition from publishers of fine art posters and
decorative art posters.

SIGNIFICANT GROWTH OF BUSINESS

Management anticipates that the Company will be entering a period of
significant growth upon the completion of this Offering. This growth, if
effected, will expose the Company to increased competition, greater overhead,
marketing and support costs and other risks associated with entry into new
markets and development of new products. To manage growth effectively, the
Company will need to continue to improve and expand its operational, financial
and management information systems and to expand, train, motivate and manage its
employees. Should the Company be unable to manage growth effectively, its
results of operations could be adversely affected. See "BUSINESS."

DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a significant extent upon the contributions
of its executive officers and its other key technical personnel, and upon its
ability to continue to attract and retain highly talented personnel. Competition
for such personnel, particularly software development technical personnel (as
utilized and relied upon by Inroads) is intense. The Company currently has only
one employment agreement, with Andrew Brandt, in effect. The Company will
acquire key-man life insurance on the lives of Messrs. Kreloff and Bender, in
the amount of $1,000,000 each and naming the Company as beneficiary, on or
before the closing of this Offering. Only Mr. Brandt is subject to a
noncompetition agreement. The loss of the services of any of its executive
officers or other key personnel could have a material adverse effect on the
Company's business and operating results, and there can be no assurance that the
Company will be successful in attracting and retaining such personnel. See
"BUSINESS" and "MANAGEMENT."

LEGAL PROCEEDINGS

The Company has filed a complaint in state District Court, Boulder, Colorado
against Sands Brothers, seeking rescission of a financial advisory agreement
with and a return of all monies paid by the Company to Sands Brothers. As of the
date of this prospectus, Sands Brothers had not filed an Answer or
Counterclaim(s); however, management believes it is likely that Sands Brothers
will respond to the complaint. See "BUSINESS--Legal Proceedings." The Company
intends to vigorously pursue its claims against Sands Brothers. In the event
Sands Brothers asserts one or more counterclaims against the Company, and in the
event Sands Brothers were to prevail at trial against the Company, the financial
condition of the Company, and as a consequence shareholder value, might be
adversely affected.

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On October 23, 1997, Quarto filed an action, in the federal District Court
for the District of Colorado, against the Company and Inroads seeking, among
other things, rescission of certain agreements among the Company, Inroads, and
Quarto, and a return of all monies Quarto has invested in Inroads. On October
28, 1997, the Company and Quarto entered into a Stipulation for Entry of
Preliminary Injunction, whereby the Company agreed to not transfer, pledge, or
otherwise encumber any assets of Inroads for the benefit of the Company, without
the prior written consent of Quarto. Under the terms of the agreements between
the Company and Quarto, the parties are required to file an action in
arbitration to settle disputes arising under the agreements. As of the date of
this prospectus, Quarto had not filed an action in arbitration against the
Company or Inroads. See "BUSINESS--Legal Proceedings." In the event Quarto were
to file an action in arbitration against the Company and/or Inroads, and prevail
in that action or in the current action in federal court against the Company
and/or Inroads, Inroads' ability to utilize the Quarto library as a source of
material for new releases could be jeopardized.

BROAD MANAGEMENT DISCRETION IN USE OF PROCEEDS

A significant portion of the net proceeds from this Offering will be used
for working capital, and to expand the operations of the Company's subsidiaries.
As a consequence, the Company's management will have the discretion to allocate
a large percentage of the proceeds to uses which the shareholders may not deem
desirable, and there can be no assurance that the proceeds can or will yield a
significant return. See "USE OF PROCEEDS."

CONTROL BY PRINCIPALS OF THE COMPANY

The Company's executive officers, directors, and their affiliates
beneficially own 2,490,500 restricted Common Shares of the Company. This
represents approximately 43.7% of the 5,695,368 Common Shares that will be
issued and outstanding following this Offering, assuming the Underwriter does
not exercise its Overallotment Option and prior to exercise of any other
outstanding options or warrants, and prior to issuance of 840,000 shares of
Common Stock to Fifth Dimension. Following the Fifth Dimension transaction, but
prior to any warrant or option exercise and assuming no exercise of the
Underwriter's Overallotment Option and Warrants, there will be 6,535,368 shares
issued and outstanding, of which executive officers, directors, and affiliates
of the Company will own 37%. As a result, the current shareholders will continue
to have significant influence over the affairs of the Company. Such
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of the Company.

In addition, the Board of Directors has the authority to issue up to
5,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of such stock
without further shareholder approval. The rights of the holders of Common Stock
will be subjected to, and may be adversely affected by, the rights of the
holders of any Preferred Stock that may be issued in the future. Issuance of
Preferred Stock could have the effect of delaying, deferring or preventing a
change in control of the Company. See "DESCRIPTION OF SECURITIES."

CERTAIN PRIOR TRANSACTIONS NOT APPROVED BY DISINTERESTED BOARD MEMBERS

The Company has entered into certain transactions, prior to the date of this
prospectus, with affiliates of the Company and other "interested" parties which
were not on an "arms-length" basis. These transactions were not submitted for
the approval of a majority of the Company's independent directors who did not
have an interest in the transactions and who had access, at the Company's
expense, to the Company's or independent legal counsel. These transactions
rather were approved by a majority of disinterested, but not independent,
directors. Any ongoing or future transactions between the Company and its
officers, directors, principal shareholders, or other affiliates will be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties on an arms-length basis and will be approved by a majority of the
Company's independent and disinterested directors. Any future loans to

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officers, directors, principal shareholders, or affiliates will be made for a
bonafide business purpose, on terms no less favorable than could be obtained
from unaffiliated third parties and will be approved by a majority of the
Company's independent and disinterested directors. See "CERTAIN TRANSACTIONS."

INVESTORS MAY BE UNABLE TO EXERCISE WARRANTS

For the life of the Warrants, the Company will use its best efforts to
maintain a current effective registration statement with the Commission relating
to the shares of Common Stock issuable upon exercise of the Warrants. If the
Company is unable to maintain a current registration statement the Warrant
holders would be unable to exercise the Warrants and the Warrants may become
valueless. Although the Underwriters have agreed to not knowingly sell the
Warrants in any jurisdiction in which the shares of Common Stock issuable upon
exercise of the Warrants are not registered, exempt from registration or
otherwise qualified, a purchaser of the Warrants may relocate to a jurisdiction
in which the shares of Common Stock underlying the Warrants are not so
registered or qualified. In addition, a purchaser of the Warrants in the open
market may reside in a jurisdiction in which the shares of Common Stock
underlying the Warrants are not registered, exempt or qualified. If the Company
is unable or chooses not to register or qualify or maintain the registration or
qualification of the shares of Common Stock underlying the Warrants for sale in
all of the states in which the Warrantholders reside, the Company would not
permit such Warrants to be exercised and Warrant holders in those states may
have no choice but to either sell their Warrants or let them expire. Prospective
investors and other interested persons who wish to know whether or not shares of
Common Stock may be issued upon the exercise of Warrants by Warrant holders in a
particular state should consult with the securities department of the state in
question or send a written inquiry to the Company. See "DESCRIPTION OF
SECURITIES--Warrants."

OFFERING PRICE

The pricing of this offering of the Common Stock was determined by the
Company and the Managing Underwriter based on a discounted present value of
future projected earnings and the trading price of the Company's common stock on
the Nasdaq Electronic Bulletin Board. The Company's common stock currently is
"thinly traded," and the price of the Company's common stock as quoted on the
Nasdaq Electronic Bulletin Board may not be an accurate indication of the true
value of the stock. The discounted present value of future projected earnings
valuation method relies extensively on management's subjective belief of future
performance, and bears little relationship to the assets or any objective
criteria of value applicable to the Company. In making such valuation the risks
of the Company's proposed product and service lines, the business potential of
the Company, the Company's competitive position, the proceeds to be raised by
the offering, the percentage of ownership desired to be retained by current
shareholders, and conditions of the market for new securities offerings were all
considered.

EXERCISE OF WARRANTS AND OPTIONS

As of September 30, 1997, 146,666 shares of Common Stock were issuable upon
exercise of outstanding employee, officer, director or consultant stock options
at an average exercise price of $6.00 per share, and 609,000 shares of Common
Stock were issuable upon exercise of other outstanding warrants at prices of
$4.00 per share (20,000 warrants), $5.50 per share (189,000 warrants), and $6.00
per share (400,000 warrants). One of these warrants, for 400,000 shares, is held
by Quarto, and contains anti-dilution and exercise price provisions that require
the Company to issue additional warrant(s) to Quarto to purchase additional
shares of the Company's Common Stock, depending on the price of the shares of
Common Stock offered hereby and the value of the Company's Common Stock issued
to Fifth Dimension sellers as part of the Fifth Dimension Assets Acquisition.
See "--Quarto Warrant." An additional 400,000 shares of Common Stock have been
reserved for issuance upon exercise of the Fifth Dimension warrant, and 150,000
shares of Common Stock are issuable upon exercise of the Underwriter's Warrant
and 1,500,000 shares of Common Stock are issuable upon exercise of the Warrants.
See "BUSINESS--Fifth

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Dimension Assets Acquisition" and "UNDERWRITING." For the life of such options
and warrants, the holders thereof will have the opportunity to profit from a
rise in the market price of the Common Stock. Further, the terms upon which the
Company could obtain additional capital during the life of such options and
warrants may be adversely affected. The holders of such options and warrants may
be expected to exercise such options and warrants at a time when the Company
would, in all likelihood, be able to obtain any needed capital by a new offering
of its securities on more favorable terms than those provided for by those
options and warrants.

The existence of such warrants may adversely affect the terms on which the
Company may obtain additional financing, and may have a depressing affect on the
trading price of the Company's Common Stock. See "DESCRIPTION OF
SECURITIES--Shares Eligible for Future Sale."

QUARTO WARRANT

On September 20, 1996, the Company issued a stock purchase warrant to Quarto
(the "Quarto Warrant") as part of the acquisition of 30% of Inroads by Quarto.
Pursuant to the terms of the Quarto Warrant, Quarto is entitled to purchase up
to 400,000 shares of the Company's common stock for $6.00 per share anytime
between September 20, 1996 and September 20, 2001. The Quarto Warrant contains
certain anti-dilution and price adjustment provisions which will result in
adjustment of the number of shares Quarto may purchase and the exercise price
per share upon exercise of the Quarto Warrant. Specifically, upon completion of
this Offering, but prior to consummation of the Fifth Dimension Assets
Acquisition, the Quarto Warrant will be adjusted to provide that Quarto may
purchase up to 457,143 shares of the Company for $5.25 per share. Upon
completion of the Fifth Dimension Assets Acquisition, the Quarto Warrant will
again be adjusted to provide that Quarto may purchase up to a total of 480,000
shares of the Company's common stock for $5.00 per share.

LIMITS ON SECONDARY TRADING; POSSIBLE ILLIQUIDITY OF TRADING MARKET;
UNDERWRITING CONDITION OF LISTING

The Company has applied to have its Units, Common Stock and Warrant
Securities listed on the Nasdaq SmallCap Market, which is less liquid than the
Nasdaq National Market and other stock exchanges. There can be no assurance that
this application will be accepted and that the Units, Common Stock and Warrant
Securities will be listed on the Nasdaq SmallCap Market. The underwriting
agreement between the Managing Underwriter and the Company requires the Company
to obtain Nasdaq listing as a condition of closing this Offering. If the Company
is unable to maintain listing standards once listed, then trading, if any, in
the Common Stock would be conducted in the over-the-counter market on an
electronic bulletin board established for securities that do not meet the Nasdaq
SmallCap or other exchange listing requirements. As a result, an investor would
find it more difficult to dispose of, or to obtain accurate quotations as to the
price of, the Units, Common Stock and Warrant Securities. In addition, depending
on several factors including the future market price of the Units, Common Stock
and Warrant Securities, the Units, Common Stock and Warrant Securities could
become subject to the so-called "penny stock" rules that impose additional sales
practice and market making requirements on broker-dealers who sell and/or make a
market in such securities, which could adversely affect the ability or
willingness of the purchasers of Units, Common Stock and Warrant Securities to
sell their shares in the secondary market.

POTENTIAL ADVERSE EFFECT ON THE MARKET FOR THE COMPANY'S SECURITIES

Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule 15g-9, which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rule requires: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and

16
<PAGE>
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must: (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlighted form: (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading, and about commissions payable to both the broker-dealer
and the investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

The foregoing required penny stock restrictions will not apply to the
Company's securities in the event such securities are approved for listing on a
national stock exchange and have certain price and volume information provided
on a current and continuing basis. There can be no assurance that the Company's
securities will qualify for exemption from these restrictions if a market ever
develops for the Company's securities. If such a market does develop and the
Company's securities were subject to the rules on penny stocks, the market
liquidity for the Company's securities could be severely adversely affected.

EFFECT OF OUTSTANDING WARRANTS AND UNDERWRITERS' WARRANT

Until the date five (5) years following the date of this Prospectus, the
holders of the Warrants and Underwriters' Warrants are given an opportunity to
profit from a rise in the market price of the Common Stock, with a resulting
dilution in the interests of the other shareholders. The shares of Common Stock
underlying the Underwriters' Warrants have certain registration rights. Further,
the terms on which the Company might obtain additional financing during that
period may be adversely affected by the existence of the Warrants and
Underwriters' Warrants. The holders of the Warrants and Underwriters' Warrants
may exercise the Warrants and Underwriters' Warrants at a time when the Company
might be able to obtain additional capital through a new offering of securities
on terms more favorable than those provided herein. The Company has agreed that,
under certain circumstances, it will register under federal and state securities
laws the Underwriters' Warrants and/or the securities issuable thereunder.
Exercise of these registration rights could involve substantial expense to the
Company at a time when it could not afford such expenditures and may adversely
affect the terms upon which the Company may obtain financing. See "DESCRIPTION
OF SECURITIES" and "UNDERWRITING."

POTENTIAL RULE 144 SALES

Of the 4,195,368 shares of common stock of the Company currently outstanding
3,739,000 are "restricted securities," as that term is defined in Rule 144 as
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended. As restricted shares, these 3,739,000 shares may be resold
only pursuant to an effective registration or under the requirements of Rule 144
or other applicable exemption from registration under the Act as required under
applicable state securities laws.

Rule 144 provides in essence that a person not affiliated with the issuer
who has held restricted securities for a period of one year, under certain
conditions, may sell every three months, in brokerage transactions, a number of
shares which does not exceed the greater of one percent of a company's
outstanding common stock or the average weekly trading volume during the four
calendar weeks prior to the sale. The shares held by the Company's founders
became available for trading in the open market, subject to volume and other
limitations imposed by Rule 144, between July, 1996 and September, 1997;
however, these shares are restricted from sale pursuant to the terms of lock up
agreements between the founders and the Underwriters. There is no limit on the
amount of restricted securities that may be sold by

17
<PAGE>
a non-affiliate after the restricted securities have been held by the owner for
a period of two years. A sale under Rule 144 or any other exemptions from the
Act, if available, or subsequent registrations of common stock of the current
shareholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

DILUTION TO SHAREHOLDERS BY ISSUANCE OF PREFERRED SHARES

The Company's Articles of Incorporation and First Amended and Restated
Bylaws provide that the Company may issue shares of Preferred Stock without
approval of the Company's shareholders. The terms and preferences of any class
of Preferred Stock, including conversion of Preferred Shares into shares of the
Company's common stock and preferred rights to the assets of the Company upon
liquidation, may be determined by the Company's Board of Directors. Such terms
and preferences may result in more shares of the Company's common stock being
issued, which would have a dilutive effect on any common shares or warrants not
protected by anti-dilution provisions. Such terms and preferences may otherwise
adversely affect holders of the Company's common stock. See "DESCRIPTION OF
SECURITIES."

RAPID TECHNOLOGICAL CHANGE

DaViD and Inroads are engaged in businesses (digital versatile disc content
and CD-ROM publishing) that have experienced tremendous technological change
over the past two years. CSB will be engaged in the satellite programming
business shortly after completion of this Offering. The satellite broadcasting
business has also experienced rapid technological changes, as smaller satellite
dishes and services have been introduced over the past three years. The Company
and its investors face all risks inherent in businesses that are subject to
rapid technological advancement, such as the possibility that a technology that
the Company has invested heavily in may become obsolete. In that event, the
Company may be required to invest in new technology. The inability of the
Company to identify, fund the investment in, and commercially exploit such new
technology could have an adverse impact on the financial condition of the
Company. See "BUSINESS." In addition, DaViD has invested heavily in DVD
technology, which technology is relatively new, and, as such, has yet to gain
broad market acceptance. In the event, and to the extent, DVD technology does
not gain broad acceptance in the consumer marketplace, DaViD's operations will
be materially and adversely affected. No assurance can be given if and when DVD
technology will gain such market acceptance. The Company's ability to implement
its business plan and to achieve the results projected by management will be
dependent, to some extent, upon management's ability to predict technological
advances and implement strategies to take advantage of such changes.

PRICE REDUCTIONS IN PERSONAL COMPUTER SOFTWARE--INROADS

Major personal computer software publishers have begun to reduce the prices
of their products in an effort to gain market share. Companies have been known
to have distributed products at no or nominal cost, in order to obtain entry
into the market. The retail prices of many of the Company's competitor's
products have declined. There can be no assurance that product price reductions
will abate; if anything, the growing number of competitors in the personal
computer software field suggests further retail price reductions in the future.
Such reductions may lead to a decrease in gross margins on discounted items, and
could result in lower cash flow and operating margins for the Company. See
"BUSINESS--Inroads."

INTELLECTUAL PROPERTY CLAIMS AND LITIGATION

The Company relies on a combination of copyright and trademark laws, trade
secrets, software security measures, license agreements and nondisclosure
agreements to protect its proprietary products. Despite the Company's
precautions, it may be possible for unauthorized third parties to copy aspects
of, or otherwise obtain and use, the Company's software products without
authorization, or to substantially use the Company's concepts and market them,
trading on the Company's established customer base. In

18
<PAGE>
addition, the Company cannot be certain that others will not develop
substantially equivalent or superseding products, thereby substantially reducing
the value of the Company's proprietary rights. Furthermore, there can be no
assurance that any confidentiality agreements between the Company and its
employees or any license agreements with its customers will provide meaningful
protection for the Company's proprietary information in the event of any
unauthorized use or disclosure of such proprietary information. The Company is
not aware that any of its products infringes the proprietary rights of third
parties, and is not currently engaged in any intellectual property litigation or
proceedings. Nonetheless, there can be no assurance that the Company will not
become the subject of infringement claims or legal proceedings by third parties
with respect to current or future products. In addition, the Company may
initiate claims or litigation against third parties for infringement of the
Company's proprietary rights or to establish the validity of the Company's
proprietary rights. Any such claims could be time-consuming, result in costly
litigation, cause product shipment delays or lead the Company to enter into
royalty or licensing agreements rather than disputing the merits of such claims.
Moreover, an adverse outcome in litigation or similar adversarial proceedings
could subject the Company to significant liabilities to third parties, require
expenditure of significant resources to develop non-infringing technology,
require disputed rights to be licensed from others or require the Company to
cease the marketing or use of certain products, any of which could have a
material adverse effect on the Company's business and operating results. To the
extent the Company wishes or is required to obtain licenses to patents or
proprietary rights of others, there can be no assurance that any such licenses
will be made available on terms acceptable to the Company, if at all. See
"BUSINESS."

PRODUCT ERRORS/PRODUCT LIABILITY--INROADS

Software products such as those developed by Inroads often contain
undetected errors or failures when first introduced or as new versions are
released. There can be no assurance that errors will not occur or be found after
commencement of commercial shipments, resulting in loss of or delay in market
acceptance, any of which could have a material adverse effect upon the Company's
business and operating results. Further, the Company's license agreements with
its customers contain provisions designed to limit the Company's exposure to
potential product liability claims. Although the Company has not experienced any
product liability claims, the sale and support of products by the Company
entails the risk of such claims. See "BUSINESS--Inroads."

IMMEDIATE AND SUBSTANTIAL DILUTION

This Offering involves an immediate and substantial dilution of $4.03 per
share of Common Stock, or a 77% reduction between the Offering price of $5.25
per Unit and the net tangible book value of $1.22 per share of Common Stock upon
completion of the Offering, assuming no exercise of the Overallotment Option,
the Warrants, the Underwriters' Warrant or other outstanding warrants and
options, and excluding issuance of 840,000 shares of Common Stock to Fifth
Dimension as part of the Fifth Dimension Assets Acquisition. Upon completion of
the Fifth Dimension Assets Acquisition and the Offering, and assuming no warrant
or option exercise, the Company's Common Stock will have a net tangible book
value of $.72 per share. This represents total dilution of $4.53 per share, or
86%, to investors in this Offering. See "DILUTION."

NO DIVIDENDS

The Company has not paid any dividends on its Common Stock and does not
intend to pay dividends in the foreseeable future. See "DIVIDEND POLICY."

19
<PAGE>
LIMITATIONS ON LIABILITY OF DIRECTORS

The Company's Bylaws substantially limit the liability of the Company's
directors to the Company and its shareholders for breach of fiduciary or other
duties. See "DESCRIPTION OF SECURITIES-- Limitation on Liabilities."

POSSIBLE VOLATILITY OF SECURITIES PRICES

The market price of the Common Stock following the Offering may be highly
volatile, as has been the case recently with the securities of other companies
completing public offerings. Factors such as the Company's operating results,
its ability to complete the Fifth Dimension Assets Acquisition in a timely
manner, and public announcements by the Company or its competitors may have a
significant effect on the market price of the securities. In addition, market
prices for the securities of many small capitalization companies have
experienced wide fluctuations due to variations in quarterly operating results,
general economic conditions and other factors beyond the Company's control.

20
<PAGE>
USE OF PROCEEDS

The gross proceeds to the Company from the sale of the Securities offered
hereby will be $7,875,000 ($9,056,250 if the Underwriters' Overallotment Option
is exercised in full). The net proceeds to the Company will be approximately
$6,576,250 ($7,603,937 if the Underwriters' Overallotment Option is exercised in
full), after deducting underwriting discounts of $787,500 ($905,625 if the
Underwriters' Overallotment Option is exercised in full) and Offering expenses
of approximately $511,250 ($546,688 if the Underwriters' Overallotment Option is
exercised in full), including the Managing Underwriters' nonaccountable expense
allowance of $236,250 ($271,688 if the Underwriters' Overallotment Option is
exercised in full). The Company currently expects to use the estimated net
proceeds as follows:

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
DOLLAR PERCENTAGE OF
APPLICATION OF NET PROCEEDS AMOUNT NET PROCEEDS
- ---------------------------------------------------------------------------- ------------ --------------
<S> <C> <C>
Fifth Dimension Assets Acquisition(1)....................................... $ 3,500,000 53.2%
DaViD--Acquisition of Titles................................................ 750,000 11.4
New Equipment Purchases--Uplink Facility.................................... 500,000 7.6
Repayment of Note(3)........................................................ 550,000 8.4
Repayment of Line of Credit................................................. 250,000 3.8
Working Capital and Other General Corporate Purposes(2)..................... 1,026,250 15.6
------------ -----
Total..................................................................... $ 6,576,250 100.0%
------------ -----
------------ -----
</TABLE>

- ------------------------

(1) Including, but not limited to, acquisition of: trademarks, proprietary
rights and other intellectual property rights associated with the adult
movie programming and broadcasting business; equipment, software technology,
furniture, machinery, appliances and other tangible personal property used
in the satellite uplink and customer call center facilities; any and all
rights Fifth Dimension has in adult programming in any format; all
subscriptions for the Adult Movies Business owned by Fifth Dimension; and
all rights to any "1-800" numbers used by Fifth Dimension in the Adult
Movies Business.

(2) This sum shall be available to fund anticipated increases in accounts
receivable and inventories and for the payment of operational expenses
including salaries, rent and other similar items to the extent revenues from
operations are insufficient for such purposes. Additionally, these proceeds
may be used to acquire the assets or operations of other companies which
would supplement the growth of the Company.

(3) This promissory note is held by Golf Partners L.L.C., an unaffiliated third
party, bears interest at 12% per annum, and is due upon the earlier of: (i)
the consummation of this Offering; or (ii) February 28, 1998.

The amounts set forth above are the Company's best estimates only, based
upon the Company's business plan and certain assumptions regarding general
economic and industry conditions and the Company's anticipated future revenue
and expenditures, and merely indicate the proposed use of proceeds. The
foregoing represent estimates only, and the actual amounts expended by the
Company for these purposes and the timing of such expenditures will depend on
numerous factors. The Company may use a portion of the net proceeds to acquire
businesses or companies complementary to the Company's business, although the
Company currently has no specific plans or commitments to acquire any business
or companies other than certain assets owned by Fifth Dimension. Pending use of
the net proceeds for the above purposes, the Company intends to invest such
funds in short-term, interest-bearing, investment-grade obligations and
federally insured certificates of deposit.

21
<PAGE>
DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital
stock. The Company currently anticipates that it will retain all future earnings
for use in its business and does not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be at the
discretion of the Company's Board of Directors and will depend on, among other
things, future earnings, operations, capital requirements, the general financial
condition of the Company, general business conditions and contractual
restrictions on payment of dividends, if any.

DILUTION

The difference between the Offering price per share of Common Stock and the
adjusted pro forma net tangible book value per share after giving effect to this
Offering and the Fifth Dimension assets acquisition constitutes the dilution to
investors in this Offering. Adjusted net tangible book value per share is
determined by dividing the adjusted pro forma net tangible book value of the
Company (total tangible assets less total liabilities) by the number of shares
of Common Stock outstanding. All numbers included herein do not give effect to
the conversion or exercise of any convertible securities or options outstanding
or being sold hereby.

As of September 30, 1997, the net tangible book value of the Company was
$395,035, or $.09 per share of Common Stock (based on 4,195,368 shares
outstanding). After giving effect to the sale by the Company of the 1,500,000
Units (1,500,000 shares of Common Stock and 1,500,000 Warrants) offered by it
hereby at an offering price per Unit of $5.25, or $5.25 per share of Common
Stock (no valued assigned to the Warrants) and the receipt of estimated net
proceeds to the Company of $6,576,250 (after deducting underwriting discounts
and estimated expenses of this offering), the net tangible book value of the
Company will be $6,971,285, or $1.22 per share. This represents an immediate
increase in the net tangible book value of $1.13 (or 1,256%) per share to
shareholders at September 30, 1997, and an immediate decrease in value of $4.03
per share (or 77%) to investors in this Offering. After giving effect to the
Fifth Dimension Assets Acquisition, the net tangible book value of the Company
will be $4,688,182, or $.72 per share. The following table illustrates the
foregoing dilution to the investors on a per share basis:

<TABLE>
<CAPTION>
<S> <C> <C>
Offering price per Unit................................................................ $ 5.25
Pro forma net tangible book value per share before Offering............................ $ .09
Increase per share attributable to new investors....................................... $ 1.13
---------
Pro forma net tangible book value per share after Offering............................. $ 1.22
---------
Dilution per share to new investors.................................................... $ 4.03
---------
---------
Pro forma net tangible value per share after Fifth Dimension assets acquisition........ $ .72
---------
Dilution per share to new investors following Fifth Dimension assets acquisition....... $ 4.53
---------
---------
</TABLE>

To the extent the Warrants and/or other outstanding options and warrants are
exercised, further dilution to new investors in this Offering may result.

22
<PAGE>
The following table sets forth, on an unaudited pro forma basis as of
September 30, 1997, the differences in the total consideration and the average
price per share of Common Stock paid by the Company's existing shareholders,
investors in this Offering, and the Fifth Dimension sellers:

<TABLE>
<CAPTION>
TOTAL CONSIDERATION
SHARES PURCHASED ------------------------
------------------------------------------ AVERAGE
APPROX. APPROX. PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
-------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Existing Shareholders(1)................ 4,195,368 64.2 1,780,936 12.8 .42
New Investors........................... 1,500,000(2) 23.0 7,875,000 56.9 5.25(3)
Fifth Dimension Sellers................. 840,000 12.8 4,200,000 30.3 5.00
-------------- ----- ------------- ----- -----
Total................................. 6,535,368 100.0% $ 13,855,936 100.0% $ 2.12
-------------- ----- ------------- ----- -----
-------------- ----- ------------- ----- -----
</TABLE>

- ------------------------

(1) Excludes 835,666 shares of Common Stock reserved for issuance upon exercise
of outstanding warrants. The Quarto warrant to purchase up to 400,000 shares
of the Company's Common Stock will be adjusted depending on the price of the
shares offered hereby and the value of the shares of Common Stock issued to
Fifth Dimension sellers as part of the Fifth Dimension Assets Acquisition.
These adjustments will result in Quarto owning a warrant to purchase 480,000
shares of the Company's restricted common stock for $5.00 per share. See
"RISK FACTORS--Quarto Warrant" and "BUSINESS."

(2) Excludes an aggregate of 2,100,000 shares of Common Stock issuable upon
exercise of: (i) the Warrants, (ii) the Underwriters' Overallotment Option
and (iii) the Underwriters' Warrant to be issued in this Offering.

(3) This amount assumes the attribution of the Unit purchase price solely to the
Common Stock included in each Unit. See "USE OF PROCEEDS."

23
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of
September 30, 1997 (i) on an actual basis; (ii) on a pro forma basis as adjusted
to give effect to the sale of the 1,500,000 Units offered hereby at a price of
$5.25 per Unit, and the application of the net proceeds therefrom as described
under "USE OF PROCEEDS," including completion of the Fifth Dimension assets
acquisition. This table should be read in conjunction with the Financial
Statements and Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------------
AS
1997 ADJUSTED(3)
------------ -------------
<S> <C> <C>
Long-term obligations, excluding current portion..................................... $ 9,349 $ 9,349
Shareholders' equity (deficit):
Common Stock, $.0001 par value, 50,000,000 shares authorized, 4,195,368 shares
issued and outstanding(1)(2), actual; 6,535,368 shares issued and outstanding, as
adjusted......................................................................... 420 654
Additional paid-in capital......................................................... 1,780,516 12,556,532
Accumulated deficit................................................................ (991,128) (991,128)
------------ -------------
Total shareholders' equity......................................................... 789,808 11,566,058
------------ -------------
Total capitalization............................................................... $ 799,157 $ 11,575,407
------------ -------------
------------ -------------
</TABLE>

- ------------------------

(1) Based upon shares issued and outstanding as of September 30, 1997. Does not
include 835,666 shares of Common Stock reserved for issuance upon exercise
of warrants, excluding the Underwriter's Warrant, or any adjustments
thereto.

(3) The "As Adjusted" calculations are net of underwriting discounts and other
expenses of this Offering estimated to total $1,273,750.

24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

New Frontier Media, Inc. ("NOOF" or the "Company") is a holding company with
three wholly owned subsidiaries and one majority-owned subsidiary: Colorado
Satellite Broadcasting, Inc. ("CSB"); DaViD Entertainment, Inc. ("DaViD");
Boulder Interactive Group, Inc. d/b/a Inroads Interactive ("Inroads"); and Fuzzy
Entertainment, Inc. d/b/a Insight Editions ("In-Sight").

Management has formed CSB to acquire certain assets of Fifth Dimension and
operate a subscription-based and transaction-based satellite television
broadcasting business following such acquisition (the "Fifth Dimension Assets
Acquisition"). Upon completion of this Offering and the Fifth Dimension Assets
Acquisition, CSB will own, operate and distribute the leading three C-band adult
programming networks: EXXXTASY, TRUE BLUE, and EXOTICA, collectively referred to
hereinafter as the Exxxtasy Networks. DaViD is in the business of licensing
content rights to existing adult and unrated motion picture titles for
distribution on laserdisc and digital versatile disc ("DVD"). DaViD currently
has the content rights to approximately 500 unrated and adult motion picture
titles. Inroads is a CD-ROM software publishing company, designing and
developing CD-ROM titles and licensing third party-developed titles. In-Sight
acquires, produces and distributes fine art images and decorative posters.

RESULTS OF OPERATIONS

NEW FRONTIER MEDIA, INC.

The following table sets forth selected operating data for the periods and
upon the basis indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED MARCH 31, SEPTEMBER 30,
-------------------------- -------------------------
1997 1996 1997 1996
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Sales, net...................................... $ 2,515,802 $ 2,565,671 $ 727,775 $ 1,322,094
Cost of Sales................................... $ 2,217,812 $ 1,843,765 $ 627,053 $ 1,074,626
------------ ------------ ----------- ------------
Gross Profit.................................... $ 297,990 $ 721,906 $ 100,722 $ 247,468
Total Operating Expenses........................ $ 931,342 $ 807,661 $ 650,568 $ 363,583
Other Income (Expense).......................... $ 182,516 $ 91,032 $ 75,747 $ 93,866
------------ ------------ ----------- ------------
Net Income (Loss) Before Income Taxes and
Minority Interest............................. $ (450,836) $ 5,277 $ (474,099) $ (22,249)
Income Taxes.................................... -- $ (12,147) -- $ (2,454)
Minority Interest in Loss of Subsidiary......... $ 64,806 -- $ 42,779 --
------------ ------------ ----------- ------------
Net Income (Loss)............................... $ (386,030) $ (6,870) $ (431,320) $ (24,703)
------------ ------------ ----------- ------------
------------ ------------ ----------- ------------
</TABLE>

IMPENDING ACCOUNTING CHANGES

The Financial Accounting Standards Board released statement #128, "Earnings
per share," which will be effective for all financial reporting periods
subsequent to December 15, 1997. This statement establishes standards for
computing and presenting earnings per share (EPS) and replaces the current
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
Basic EPS excludes dilution from common stock equivalents (potential common
stock) while diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock.

25
<PAGE>
In addition, the Financial Accounting Standards Board released statement
#131 "Disclosures about Segments of an Enterprise and Related Information" which
will be effective for all financial reporting periods subsequent to December 15,
1997. This statement requires the reporting of certain information about
operating segments. The following table reflects certain information as
promulgated by the statement for the year ended March 31, 1997:

<TABLE>
<CAPTION>
ELIMINATIONS
DAVID BOULDER FUZZY OF
NEW FRONTIER ENTERTAINMENT, INTERACTIVE ENTERTAINMENT, INTERCOMPANY
MEDIA, INC. INC. GROUP, INC. INC. AMOUNTS TOTALS
------------ -------------- ------------ -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Sales............... $ 400 $ 2,211,388 $ 290,994 $ 13,020 $ -- $ 2,515,802
Other Income (loss)..... (5,882) 800 187,598 -- -- 182,516
Net Income (loss)....... (245,779) 141,736 (212,905) (69,082) -- (386,030)
Segment assets.......... 497,766 535,132 1,432,541 166,069 (445,037) 2,186,471
Segment liabilities..... 381,947 178,845 321,744 232,757 (445,037) 670,256
</TABLE>

SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH SIX MONTHS ENDED SEPTEMBER 30,
1996

NEW FRONTIER MEDIA, INC. (THE "COMPANY")

The Company functions as a holding company for its subsidiaries, and as such
generates no independent income. The Company incurs administrative expenses
relating to operation of its subsidiaries, particularly concerning advertising,
financial, public relations, and capital-raising activities. The Company incurs
expenses related to operation of the Company and its subsidiaries as a public
entity, such as legal, accounting, and public relations costs.

NEW FRONTIER MEDIA, INC. ("NOOF" OR THE "COMPANY")

For the six month period ended September 30, 1997, the Company reported no
income and total operating expenses of $264,752, compared with total operating
expenses of $112,140 for the same period the prior year. The increase of
$152,612 for the period was due to increases in travel expense ($54,260 in 1997
versus $11,575 in 1996), payroll costs ($57,884 in 1997 versus $16,893 in 1996),
legal ($33,230 in 1997 versus $8,490 in 1996), and investor relations ($33,055
in 1997 verus $0 in 1996). These cost increases are primarily due to the planned
public offering and acquisition of Fifth Dimension.

BOULDER INTERACTIVE GROUP, INC. DBA INROADS INTERACTIVE ("INROADS")

Inroads reported sales of $142,937 for the period, down from $84,152 the
prior period last year. This decline in sales is due to no new titles released
during the period. Operating expenses were $307,051, up from $242,407, as
Inroads has hired more personnel and spent more on advertising and on
development of new products. Net loss of $142,597 increased from the $61,691
loss in the prior period last year. Management believes its investment in
product development and advertising will produce increased sales in the coming
quarters.

DAVID ENTERTAINMENT, INC. ("DAVID")

DaViD had sales of $581,469 for the period, down from $1,237,542 in the
prior year period. Sales were limited by the advent of the DVD format and
resulting consumer slow down in laser disc purchases. Operating expenses were
$220,694 versus $265,256 last year due primarily to elimination of the
distribution agreement with ELM Releasing, LP. and lower corresponding expenses
associated with direct management of the distribution function. Net loss was
$56,898 compared to a gain of $146,204 for the prior year period. Management
believes that profitability will return in the following quarters as the DVD
format gains acceptance.

26
<PAGE>
FUZZY ENTERTAINMENT, INC. DBA IN-SIGHT EDITIONS ("IN-SIGHT")

In-Sight reported total revenue of $3,369 for the period, along with
operating expenses of $11,498 and a net loss of $9,852. The Company is focused
on its public offering and pending acquisition and is not devoting significant
resources to In-Sight.

COMPARISON OF YEARS ENDED MARCH 31, 1997 AND 1996

NEW FRONTIER MEDIA, INC.

The Company's total revenue for 1997 was $2,515,802, down $49,869 (1.9%)
from 1996. Cost of sales increased to $2,217,812 from $1,843,765 the prior year,
resulting in a $423,916 (58.7%) decrease in gross profit for the fiscal year
ended March 31, 1997 from the same period the prior year. The small decrease in
total revenue for 1997, as compared with 1996, is directly attributable to the
normal new product development and introduction timeline experienced by Inroads
as it develops and commercially exploits new titles under the agreement with
Quarto. Total operating expenses increased $148,997 (19.0%), from $782,345 for
the year ended March 31, 1996 to $931,342 for the year ended March 31, 1997,
resulting in a net loss from operations of $450,836 for the fiscal year ended
March 31, 1997. This increase was also due to Inroads beginning to develop and
commercially exploit Quarto-based titles. In particular, Inroads dedicated
significant resources to developing the IN FOCUS and CIGAR COMPANION titles,
both of which were released after the end of the fiscal year. Operating expenses
for NOOF and Inroads remained relatively constant for the year ($277,600 and
$510,715, respectively), while operating expenses for DaViD increased to
$71,216, from $6,801 for the same period the prior year (see Management's
discussion concerning Inroads and DaViD, below). NOOF performs many
administrative functions for Inroads, DaViD, and Fuzzy, and generates little or
no revenue separately. As a result, NOOF reported total revenue of $400, total
operating expenses of $277,600, and a net loss from operations of $277,200 for
the fiscal year ended March 31, 1997, compared with a net loss from operations
of $206,858 for the same period the prior year. Management attributes the higher
net loss for the year ended March 31, 1997 to increased travel and lodging
expenses, office expenses, employee benefits (health plan), and rent expense.
NOOF will continue to show net operating losses in the future, as it continues
to function as the administrative holding company for its subsidiaries.

DAVID

DaViD reported a $618,532 (38.8%) increase in revenue for the fiscal year
ended March 31, 1997, to $2,211,388 from $1,592,856 for the same period the
prior year; however, revenue and other financial results for DaviD for the
fiscal year ended March 31, 1996 represent only six months' of operations for
that year. DaViD reported total cost of sales of $1,961,933, operating expenses
of $71,216, and pre-tax earnings of $179,039 for the year ended March 31, 1997,
compared with total cost of sales of $1,215,543, operating expenses of $6,801,
and pre-tax profit of $353,895 for the same period in the prior year. Management
attributes the higher operating expenses for the year ended March 31, 1997 to
increased legal costs, printing costs, and distribution expenses being allocated
away from cost of sales to operating expense. Management anticipates revenue
growth from DaViD, as Digital Versatile Disc (DVD) technology advances in
acceptance in the consumer computer marketplace.

INROADS

In September, 1996, the Company sold 30 percent of its interest in Inroads
to Quarto Holdings, Inc. ("Quarto") for $1,250,000 in cash and $525,000 worth of
digital material. For accounting purposes, the digital material was valued at
$0. Inroads also acquired the rights to develop and commercially exploit Quarto
materials in digital formats as a result of this transaction. Since the date of
the Quarto transaction, Inroads has allocated significant corporate resources to
identifying, developing, and commercially exploiting its first Quarto-based
products. Inroads reported total revenue of $290,994 for the fiscal year ended

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<PAGE>
March 31, 1997, compared with $971,370 for the same period the prior year.
Management attributes this 70 percent revenue decline to several factors,
including diversion of the Inroads resources to the Ralston Purina project,
normal delays in developing products under the Quarto agreement, and Inroad's
evolving market focus from "edutainment" products to alternative and specialty
products. See "BUSINESS." In addition, management attributes lower revenue
figures to the underperformance of its distributors, and the transition of
Inroads distribution strategy away from software retail outlets and toward
direct sales.

Inroad's latest CD-ROM products are targeted at enthusiasts and hobbyists,
primarily as a result of the titles that Inroads is developing and commercially
exploiting under the Quarto agreement. The Company is currently engaged in a
dispute with Quarto. See "BUSINESS--Legal Proceedings." Inroads dedicated a
major portion of its resources over the past several months to development of
its CIGAR COMPANION interactive CD-ROM, which was released to the market on July
1, 1997. Management believes that Inroads and the Company will realize revenues
from CIGAR COMPANION, based upon the surging popularity of cigars and
cigar-related products in the United States. Cigar Afficianado magazine reports
that in the first quarter of 1997, consumers in the United States purchased over
500 million cigars, a 96 percent increase over 1996 and a 300 percent increase
over 1995.

In addition to CIGAR COMPANION, Inroads has developed and recently released
a photography CD-ROM, IN FOCUS, THE GUIDE TO BETTER PHOTOGRAPHY, utilizing the
material acquired from Quarto. Inroads recently signed agreements for
distribution of IN FOCUS in Spain and Italy. IN FOCUS is co-branded by Olympus
America, which includes a free roll of film from Kodak for every person who
registers the IN FOCUS software with Inroads.

Inroad's MULTIMEDIA GUNS CD-ROM title was listed as the 17th-highest selling
software title on PC DATA's top-selling software list for April, 1997.
MULTIMEDIA GUNS reached number 15 on the PC DATA list for June, 1997. Currently,
Inroads only sells the MULTIMEDIA GUNS title through Wal-Mart at full retail.
Due to the success of MULTIMEDIA GUNS in this limited distribution channel,
CompUSA has agreed to carry the title. Management of Inroads anticipates sales
of MULTIMEDIA GUNS by CompUSA to meet or exceed sales of the title at Wal-Mart.

The Company is currently engaged in a legal dispute with Quarto. See
"BUSINESS--Legal Proceedings."

IN-SIGHT

The Company capitalized In-Sight in November and December, 1996. In-Sight
reported total revenue of $13,020, cost of goods of $10,290, operating expenses
of $71,812, and a net loss of $69,082 for the fiscal year ended March 31, 1997.
In-Sight has not yet transitioned into the fully-operational stage. Most of In-
Sight's operating expenses were attributable to consulting expense of $40,187.
Management does not believe In-Sight will be a significant part of the Company's
business in the future.

COLORADO SATELLITE BROADCASTING, INC. ("CSB")

CSB is a wholly owned subsidiary of the Company, formed to acquire the Fifth
Dimension assets and to operate and distribute a satellite broadcasting business
following such acquisition. Results of operations from the Fifth Dimension
assets to be acquired is discussed at Fifth Dimension Assets, below.

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<PAGE>
FIFTH DIMENSION OPERATIONS

The combined statements of income and retained earnings for Fifth Dimension
(Barbados) Inc., 1043133 Ontario Inc., and Merlin Sierra Inc. for the fiscal
year ended March 31, 1997 and 1996, and for the six-month period ended September
30, 1997 and 1996 follow (in U.S. dollars):

<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, MARCH 31, MARCH 31,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
(UNAUDITED) (AUDITED)
Sales................................................ $ 5,975,842 $ 6,665,701 $ 15,044,139 $ 12,223,731
Cost of Sales........................................ 3,895,078 4,531,727 9,560,847 6,317,438
------------- ------------- ------------- -------------
Gross Profit......................................... 2,080,764 2,133,974 5,483,292 5,906,293
Expenses............................................. 1,747,317 2,066,084 4,264,144 3,898,653
------------- ------------- ------------- -------------
Net income from operations........................... 333,447 67,890 1,219,148 2,007,640
Loss on investment in Shares......................... -- 220,000 220,000 --
------------- ------------- ------------- -------------
333,447 (152,110) 999,148 2,007,640
------------- ------------- ------------- -------------
Provision for (recovery of) income taxes
Current............................................ 17,477 (283,019) 30,350 (113,563)
Deferred........................................... -- -- 71,500 (71,500)
------------- ------------- ------------- -------------
17,477 (283,019) 101,850 (185,063)
------------- ------------- ------------- -------------
Net Income for the period............................ 315,970 130,909 897,298 2,192,703
Retained Earnings (Deficit) beginning of period...... 2,308,758 1,556,388 1,556,388 (636,315)
------------- ------------- ------------- -------------
2,624,728 1,687,297 2,453,686 1,556,388
Dividends paid....................................... -- -- 144,928 --
------------- ------------- ------------- -------------
Retained Earnings end of period...................... $ 2,624,728 $ 1,687,297 $ 2,308,758 $ 1,556,388
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

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<PAGE>
Management of the Company did not direct the operations of Fifth Dimension
or its subsidiaries during the periods reported upon, and have prepared this
discussion of financial condition based upon extensive interviews with
management of those companies and review of the audited and unaudited financial
statements for those companies. "Fifth Dimension," as used herein, refers to
Fifth Dimension (Barbados) Inc., 1043133 Ontario Inc., and Merlin Sierra Inc.

For the six month period ended September 30, 1997, Fifth Dimension reported
sales of $5,975,842 compared with $6,665,701 for the same period the prior year.
Management attributes the nearly $690,000 loss in revenue to consumer confusion
relating to Fifth Dimension's transponder locations being moved from Telstar
402/ ANIK E-2 to Telstar 405 during this period. Specifically, to receive the
satellite signal from Telestar 405 it was necessary for each individual consumer
to redirect their satellite dish to the exact quadrant in the sky where the
signal is broadcast. Insofar as the Telestar 402/AHIK E-2 signal was broadcast
from a different quadrant than the Telestar 405 signal, Fifth Dimension believes
that a substantial number of consumers were unable to locate its programming
during the transition period. Cost of sales decreased as a percentage of sales
to 65% as compared to 68% for the prior year six month period primarily due to
duplicate transponder costs in the month of July, 1997 related to Fifth
Dimension's transition from Telstar 402R/ANIK E-2 to Telstar 405. For the six
month period ended September 30, 1997, Fifth Dimension reduced expenses to
$1,747,317 (29.2% of sales) as compared to $2,066,084 (31% of sales) for the
same period in 1996. Net income from operations for the period increased to
$333,447 (5.6% of sales) as compared to $67,890 (1.0% of sales) for the prior
year period. Fifth Dimension's net income for the six months ended September 30,
1997 was $315,970 up from $130,909 for the same period the prior year. Without
the provision for recovery of income taxes, Fifth Dimension's net loss for the
period ended September 30, 1996 was $152,110, compared to net income of $333,447
(an increase of $485,557) for the same period in 1997.

Fifth Dimension's sales increased $2,820,408 (23.1%) to $15,044,139 for the
fiscal year ended March 31, 1997, from $12,223,731 for the prior year. This
increase was due to continued expansion of Fifth Dimension's subscriber-based
adult network programming. There was a significant increase in cost of sales for
the year ended March 31, 1997, up $3,243,409 (51.3%) to $9,560,847 from
$6,317,438 the prior year. Management of the Company attributes a majority of
this increase in cost of sales to related party transactions, set forth in Note
6 to the Financial Statements. Management believes that it can reduce or
eliminate future related party transactions, resulting in cost of sales
approximating 55 percent of sales. Because of the large increase in cost of
sales, and the smaller increase in expenses also associated with related party
transactions, Fifth Dimension's net income from operations fell to $1,219,148
for the fiscal year ended March 31, 1997, a $788,492 (39.3%) drop from the same
period the prior year. Fifth Dimension also suffered a one-time loss on
investment shares of $220,000 for the fiscal year ended March 31, 1997. Fifth
Dimension's net income for the year ended March 31, 1997 was $897,298, compared
with $2,192,703 for the same period the prior year. Management of the Company
attributes this decline in net income primarily to the related party
transactions discussed in Note 6 to the Fifth Dimension Financial Statements,
and the loss on investment shares. Fifth Dimension provided adjusted combined
financial statements to reflect, among other things, reasonable adjustments to
related party transactions and expenses that are not anticipated to reoccur in
the future. Fifth Dimension reported adjusted pre-tax income of $2,755,297 for
March 31, 1997. The Company evaluated certain non-recurring costs included in
the operation of Fifth Dimension in arriving at the purchase price for the
assets. The Company believes approximately $1,800,000 of expenses incurred by
Fifth Dimension for the year ended March 31, 1997 will not recur in the future,
including excess salaries and related-party payments of approximately $850,000,
loss on investment shares of $220,000, certain legal fees of approximately
$100,000, approximately $415,000 of costs for duplication of existing facilities
and operations that the Company already has in place, and other non-recurring
costs of approximately $215,000. Management of the Company relied on the
adjusted pre-tax income in determining the purchase price for the Fifth
Dimension assets. See "FINANCIAL STATEMENTS."

30
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's net increase in cash and certificates of deposit for the
fiscal year ended March 31, 1997 was $810,864 (1,671.1%), up from $48,523 to
$859,387. This increase was primarily the result of the Company's sale of 30
percent of Inroads to Quarto for $1,250,000 cash, and digital material which for
accounting purposes has been valued at $0. $841,568 of the Company's cash and
cash equivalents are held in Inroad's bank accounts, and are restricted from
transfer to or use by the Company or its other subsidiaries by the terms of the
Quarto agreements. The Company had cash and cash equivalents of $1,384 at March
31, 1997. DaViD had cash and cash equivalents of $18,441 at March 31, 1997.
Fuzzy had cash and cash equivalents of $(622) at March 31, 1997. The Company
retains some operating revenue from its share of the net income of DaViD, and by
assessing operating costs to its subsidiaries on a pro rata basis.

Inroads and DaViD have recently suffered decreases in revenues and cash flow
as they transition to different consumer markets and products. Since March 31,
1997, the Company's total current liabilities have increased approximately
$585,000 (89%), primarily due to an increase in notes payable and accounts
payable. During that same period, the Company reduced its bank credit line by
approximately $171,000. On October 24, 1997, the Company obtained a $1 million
unsecured, conditional (if the Company fails to obtain at least $1 million in
alternate funding on or before December 31, 1997), revocable line of credit from
a principal shareholder of the Company. The Company can draw against this line
of credit under certain conditions beginning January 1, 1998, and for nine
months thereafter. In addition, on August 29, 1997, the Company borrowed
$500,000 from Golf Partners, LLC. The loan bears interest at 12% per annum and
is secured by the Company's assets. The Company intends to repay this loan with
the proceeds of this Offering. Management believes that upon completion of this
offering and the subsequent Fifth Dimension Assets Acquisition, the Company will
have sufficient liquidity and capital to operate for the next 12 months.

BUSINESS DEVELOPMENT AND OUTLOOK

Cable television and Ku-Band (small dish) satellite are the fastest-growing
segments providing programming to homes in the United States. Fifth Dimension
has been not able to successfully expand its base of distribution, for two
principal reasons: (1) C-Band (large dish) satellite system sales have
plateaued, and small-dish systems are beginning to dominate the market; and (2)
some small-dish system operators and some cable system operators have, to date,
been reluctant to carry explicit adult programming on their systems. Most major
cable and small-dish systems carry less explicit adult programming, such as the
PLAYBOY CHANNEL, and the Company believes that the SPICE network's explicit
programming is available to approximately 500,000 cable system subscribers. The
Company believes that by reason of its contacts in the cable industry (as well
as the success of SPICE'S explicit programming) it may be more successful than
Fifth Dimension has been in convincing cable and small-dish operators to carry
its programming. In this regard, the Company is currently engaged in
negotiations with a leading small-dish provider to carry its programming. There
can be no assurance that the Company will be able to expand on the current Fifth
Dimension programming base by convincing cable and small-dish operators to carry
one or more sexually explicit networks or by establishing a less explicit
network to compete with the PLAYBOY CHANNEL. See "BUSINESS."

Digital Versatile Disc ("DVD") Players are becoming part of the consumer
electronic landscape in the United States and abroad. Paul Kagan Associates,
Inc. estimates that approximately 800,000 DVD players will be sold in the United
States by the end of December, 1997 and that this figure will grow to 10 million
by the year 2000. Management believes that the low replication price of DVD (and
the correspondingly low retail price of titles on DVD) will result in a software
to hardware purchase ratio of 5:1. Management expects that approximately 5
percent of the total forecasted 10 million units of DVD software sold in 1997,
or 500,000 units, will be in the adult entertainment category. DaViD continues
to acquire content rights to unrated and adult motion pictures, and to release
an increasing number of titles per month, primarily on

31
<PAGE>
DVD. Management believes DaViD revenues and net income will continue to grow as
DVD technology is introduced to the consumer market.

Inroads continues to develop new CD-ROM products, and Management believes it
has secured a source of future titles by virtue of the Quarto agreements.
Although CD-ROM software publishing remains a highly competitive business,
Management believes Inroads has begun to demonstrate an ability to create demand
for its products through conventional (e.g., Wal-Mart and CompUSA) and
alternative (e.g., Ralston Purina and Time Warner licensing agreements) retail
channels.

In-Sight is in the early development stages, and Management anticipates
reaching break-even by March 31, 1998.

32
<PAGE>
BUSINESS

HISTORY OF THE COMPANY

New Frontier Media, Inc. was originally incorporated as Strategic
Acquisitions, Inc. ("Strategic"), a "blank check" company, on February 23, 1988
in the State of Colorado.

On September 7, 1989, Strategic completed a reverse acquisition of National
Securities Network, Inc. ("NSN"), a privately-held Colorado corporation and
registered securities broker-dealer. Strategic issued 470,016,000 restricted
common shares to NSN shareholders, in exchange for all of the issued and
outstanding NSN common stock. Shareholders also approved a change of Strategic's
name to National Securities Holding Corporation ("NSHC"). NSHC continued in
operation as a broker-dealer until October 8, 1990, when it ceased operations
and sold its remaining broker-dealer business to Tamarron Investments, Inc., a
Colorado broker-dealer. NSHC had no operations between October 8, 1990 and
September 15, 1995.

On September 15, 1995, NSHC consummated the acquisition of New Frontier
Media, Inc. in a stock-for-stock exchange. NSHC first effected a 2,034.66:1
reverse split of all 569,706,000 NSHC Common Shares issued and outstanding,
resulting in 280,000 NSHC Common Shares issued and outstanding prior to the New
Frontier acquisition. NSHC shareholders also approved a change of the Company's
name to New Frontier Media, Inc. Currently, the Company has 4,207,511 Common
Shares and no Preferred Shares issued and outstanding. The Company is authorized
to issue a total of 50,000,000 Common Shares, par value $.0001 per share, and
5,000,000 Preferred Shares, par value $.10 per share.

All of the Company's current revenues are derived through its subsidiaries:
Boulder Interactive Group, Inc. d/b/a Inroads Interactive ("Inroads"); DaViD
Entertainment, Inc. ("DaViD"); and Fuzzy Entertainment, Inc. d/b/a Insight
Editions ("In-Sight"). The Company will not derive any revenue from its fourth
subsidiary, Colorado Satellite Broadcasting, Inc. ("CSB") until the completion
of the Fifth Dimension Assets Acquisition. No assurance can be given as to
revenues CSB will be able to generate following such acquisition. The Company's
offices are located at 1050 Walnut Street, Suite 301, Boulder, Colorado 80302.
The telephone number is (303) 444-0632.

OVERVIEW

New Frontier Media, Inc. (the "Company") is a diversified publishing holding
company, doing business through its subsidiaries: CSB, DaVid, Inroads, and
In-Sight. The Company is currently engaged in three primary businesses: (i)
reference CD-ROM publishing; (ii) acquisition and distribution of unrated and
adult feature films in laser disc and DVD formats; and, (iii) fine art and
decorative art poster publishing and distribution. Upon the completion of this
Offering and the subsequent completion of the Fifth Dimension Assets
Acquisition, the Company (through CSB) intends to enter the subscription-based
and transaction-based satellite television business, particularly as it relates
to the provision of adult entertainment programming in the C-band satellite
markets. The Company's goal is to acquire high-quality content which can be
distributed by the Company and exploited through a wide variety of media. A
portion of the Company's CD-ROM sales are handled through Broderbund Software,
Inc.

FIFTH DIMENSION ASSETS ACQUISITION

The Company has entered into agreements to acquire certain assets relating
to the subscription-based and transaction-based satellite adult television
business of Fifth Dimension. The Company has arranged for all of the closing
documents for the Fifth Dimension Assets Acquisition to be executed in advance
and placed in escrow pending only the receipt of the purchase price therefor.
The Company will close the Fifth Dimension Assets Acquisition simultaneous with
the closing of this Offering.

The assets to be acquired from Fifth Dimension include but are not limited
to:

33
<PAGE>
(a) any and all trademarks, proprietary rights and other intellectual
property rights owned by Fifth Dimension and associated with the adult
movie programming and broadcasting business (the "Adult Movies
Business";

(b) any and all rights Fifth Dimension may have in adult programming in any
format, including feature length films and other films and programming,
and all related promotional materials and programming;

(d) information regarding all advertisers, marketing partners and vendors
used by Fifth Dimension in relation to the Adult Movies Business and
related services;

(e) all rights, title and interest Fifth Dimension may have in 1-800 phone
numbers and Internet web sites used for the Adult Movies Business and
related services;

(f) all rights, title and interests in any permits, licenses, franchises,
consents or authorizations issued by, and all registrations and filings
with, any government agency solely in connection with the Adult Movies
Business, to the extent transferable to CSB.

CSB is a wholly owned subsidiary formed by the Company to operate the
subscription-based and transaction-based television networks to be acquired from
Fifth Dimension. A substantial portion of the proceeds from this Offering will
be used to complete the Fifth Dimension transaction. See "USE OF PROCEEDS" and
"BUSINESS--Fifth Dimension Assets Acquisition." The Company has arranged to have
all of the closing documents for the Fifth Dimension Assets Acquisition executed
and placed in escrow pending the closing of this Offering and receipt of the
purchase price for such assets.

Fifth Dimension is a leading provider of subscriber-based premium television
channels (hereinafter "premium channels" or "pay television") and
transaction-based television networks ("pay-per-view"). Fifth Dimension owns,
operates and distributes the three leading C-band adult programming networks,
and is a leading provider of explicit adult programming via direct to home
("DTH") C-band satellite. Pursuant to the terms of the Asset Purchase Agreements
between the Company and Fifth Dimension, the Company will acquire certain assets
from Fifth Dimension, including the satellite uplink facility equipment, call
center facility equipment, satellite transponder subleases, film inventories,
intangible assets (including trade names, trademarks, service marks, copyrights,
mask work rights, licenses, brand names, trade secrets, trade dress, technical
know-how, good will, and other intangibles), subscriber base and lists, vendor
lists, books and records, permits and licenses, and all other property of Fifth
Dimension used in connection with Fifth Dimension's adult programming business.
The Company will enter into an Uplink Management Services Agreement and a Call
Center Interim Services Agreement with Fifth Dimension, pursuant to which Fifth
Dimension will operate, maintain, manage, and sustain the satellite uplink
facility and will receive and process subscriber calls for nine months following
the acquisition. Thereafter, the Company intends to outsource the Call Center's
operations to a third party provider in the United States. See "BUSINESS."

The assets to be acquired from Fifth Dimension generated sales of
$15,044,139 and pre-tax income of $999,148 (pre-tax income, as adjusted for
non-recurring expenses and related party transactions, would have been
$2,755,297) for the year ended March 31, 1997. The Company has agreed to acquire
certain Fifth Dimension assets for a total purchase price of $7,700,000,
consisting of $3,500,000 in cash and Common Stock of the Company valued at
$4,200,000. The original purchase price for the Fifth Dimension assets had been
$8,700,000, however, on January 16, 1998, Fifth Dimension waived the requirement
that the Company issue a promissory note for $1,000,000, thus reducing the
purchase price by $1,000,000. The Company evaluated certain non-recurring costs
included in the operation of Fifth Dimension in arriving at the purchase price
for the assets. The Company believes approximately $1,800,000 of expenses
incurred by Fifth Dimension for the year ended March 31, 1997 will not recur in
the future, including excess salaries

34
<PAGE>
and related-party payments of approximately $850,000, loss on investment shares
of $220,000, certain legal fees of approximately $100,000, approximately
$415,000 of costs for duplication of existing facilities and operations that the
Company already has in place, and other non-recurring costs of approximately
$215,000. Terms of the Asset Purchase Agreements provide that the Company will
issue 840,000 shares of Common Stock to Fifth Dimension as part of the purchase
price. The Company will also issue Fifth Dimension or its assignees warrants to
purchase up to an additional 400,000 shares of the Company's Common Stock at
$5.00 per share, all pursuant to the terms of the Asset Purchase Agreements and
the Warrant Agreement. See "BUSINESS--Fifth Dimension Assets Acquisition." The
Company has also agreed to pay Fifth Dimension "formula profits" exceeding
$2,000,000 for the first 12 months after closing. "Formula Profits" is defined
in the Asset Purchase Agreements as the total revenue from operations minus
actual operating costs. Maximum operating costs under this provision are limited
to an amount not greater than 125% of the projected costs set forth in Schedule
2.1(f) to the Asset Purchase Agreements. Schedule 2.1(f) details projected costs
of $12,294,444, and maximum operating costs of $15,368,055.

The Company believes it can enhance shareholder value by:

- Integrating the Fifth Dimension Assets into the Company;

- Substantially reducing operating costs associated with the Fifth Dimension
assets by, among other things, outsourcing the Call Center's operations to
a third party provider in the United States;

- Eliminating related-party leases and payments that were previously made by
Fifth Dimension;

- Reducing licensing fees by combining the purchasing power of DaViD and
CSB; and

- Utilizing personnel of Inroads to implement simultaneous "web casting" of
CSB programming via the Internet.

In the Asset Purchase Agreements, Fifth Dimension has agreed to indemnify,
defend, and hold harmless the Company against claims and losses that arise,
result from or relate to any breach of, or failure by Fifth Dimension to
perform, any of its representations, warranties, covenants or agreements under
the Agreements. The Asset Purchase Agreements do not contain standard
indemnification language particularly relating to claims, losses, costs, damages
and liabilities that may arise after closing as a result of acts that occurred
prior to closing. The Company, however, has retained the right to set off
against the Formula Profits any claim it may have against Fifth Dimension
following the acquisition. The Company intends to acquire the Fifth Dimension
assets and operate its adult satellite network business through its wholly owned
subsidiary CSB in much the same way that Fifth Dimension is currently operating
its network business, except that, as described above, the Company intends to
institute various cost-cutting measures. A significant portion of the net
proceeds from this offering are allocated to this transaction. See "USE OF
PROCEEDS."

OVERVIEW--ADULT ENTERTAINMENT INDUSTRY

Despite nearly two decades of intense political campaigning against adult
entertainment, consumer purchases of adult entertainment have increased
dramatically. Adult Video News, an adult entertainment industry trade
publication, estimated the number of explicit adult video rentals rose from 75
million in 1985, to 490 million in 1992, and finally to an all-time high 665
million in 1996. Adult Video News reported that Americans spent more than $8
billion in 1996 on all forms of sexually explicit materials.

During the 1980s, the availability of adult movies on videocassette and on
cable television helped to legitimize the consumption of explicit material by
putting it in the home setting. The result, in the opinion of Management, has
been the legitimization of industry products by other businesses not
traditionally associated with the adult entertainment industry. Video stores
(video rentals), long distance telephone carriers (adult conversation lines,
internet adult services), satellite providers (transponder leases, adult
networks), cable companies (adult channels and networks), hotel chains (explicit
and less-explicit adult),

35
<PAGE>
and even mutual funds (investments in publicly-traded adult entertainment
companies) earn significant returns by supplying or investing in adult
entertainment either directly or indirectly.

The distribution of sexually explicit material is intensely competitive.
Hundreds of companies now produce and distribute films to wholesalers and
retailers, as well as directly to the consumer. The low cost of videotape and
the introduction of low cost video tape recorders, along with the minimal
production budgets of many adult films, has resulted in much lower barriers to
entry in the adult entertainment industry. The availability of adult films on
videocassette has virtually destroyed the adult theatre business.

Management believes that the less-explicit material routinely available on a
variety of cable television networks acts to reinforce consumer demand.
Americans spent over $150 million on adult pay-per-view in 1996, according to a
recent article in U.S. NEWS AND WORLD REPORT magazine (February 10, 1997). Cable
companies such as Time Warner, TeleCommunications, Inc., and Cablevision Systems
offer less-explicit services like the PLAYBOY CHANNEL. Other cable companies
such as, American Cable Entertainment, Comcast Corporation and Greater Media
offer explicit adult programming, such as that available from SPICE and Fifth
Dimension's Exxxtasy Networks. According to public documents, the PLAYBOY and
SPICE channels generate as much as $200 million in revenue from cable and DTH
satellite services. Both companies have launched overseas services.

The adult entertainment industry has continued to grow as technological
advances allow easier and more private access to products. Most major hotel
chains, including Marriott, Hyatt, and Hilton, offer in-room non-explicit adult
programming through services such as SPECTRAVISION and ON COMMAND. The
tremendous growth of the Internet, including chat rooms and web sites dedicated
to adult entertainment, has resulted in millions of potential customers
accessing these sites from the relative privacy of their personal computers. In
a recent ruling, ACLU v. Reno, the Supreme Court struck down portions of the
Communications Decency Act. Management believes that the adult entertainment
industry in general, and the private viewing segment of that industry in
particular, will continue to experience significant growth in the coming years,
particularly as advances in technology allow more private and secure adult
access to adult themed material.

OVERVIEW--FIFTH DIMENSION

Fifth Dimension is a leading provider of subscriber-based premium television
channels ("premium channels" or "pay television") and transaction-based
television networks ("pay-per-view"). Fifth Dimension currently owns, operates,
and distributes the three leading C-band adult programming networks: EXXXTASY,
TRUE BLUE, and EXOTICA (collectively referred to hereinafter as the "Exxxtasy
Networks"). Fifth Dimension, through the Exxxtasy Networks, is a leading
provider of explicit adult programming via direct to home ("DTH") C-band
satellite. To a lesser extent, Fifth Dimension provides its services through
cable television and wireless cable television multiple system operators
("MSOs"). Fifth Dimension does not currently provide Ku-band (small dish or
digital satellite) services. Fifth Dimension sells its network programming on a
subscription basis and on a pay-per-view basis. Premium channel subscribers and
pay-per-view subscribers have television set-top decoder boxes. They purchase
block programming (e.g., one day, one month, one year), or single movies or
events for a flat fee. As of December 1, 1997, the Exxxtasy Networks are
available to an estimated 2.35 million C-band DTH subscribers, and approximately
121,000 MSO subscribers. The Exxxtasy Networks have distribution agreements with
nearly every major distributor of C-band satellite programming in the United
States.

Fifth Dimension aggressively promotes its networks' brand names with bold
logotypes and high-quality interstitial programming between feature films and
special programming. The Exxxtasy Networks also offer home shopping programming
between feature film and special programming, featuring adult theme products.
The Exxxtasy Networks sell air time to third parties who provide adult-oriented
entertainment and information through pay-per-call telephone lines.

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EXXXTASY, TRUE BLUE, and EXOTICA each features approximately 36 movie titles
per week, or 100 to 150 movies each month, with at least 15 first-time
exhibitions per month. There is no cross-over programming between channels. All
channels are available 24 hours per day, featuring a mix of standard industry
format 90 minute feature films and special 30- and 60-minute features and
interviews. Staggered movie start times occur three times daily, allowing for
maximum viewing flexibility. Currently, the Exxxtasy Networks deliver explicit
adult programming exclusively.

EXXXTASY (TELSTAR T-405, CHANNEL 19)

EXXXTASY is the premium channel of the three channels that make up the
Exxxtasy Networks. As of December 1, 1997, EXXXTASY had 42,331 subscribers.
EXXXTASY offers a diverse programming mix within the adult genre, consisting of
movies and specials that appeal to a wide variety of sexual preferences. Each
day of the broadcast week is specially constructed to deliver the widest variety
of sexually explicit programming in addition to special thematic segments and
features. EXXXTASY is available on an all-day pay-per-view basis ($6.95), as
well as periodic 1-month ($21.95), 3-month ($53.95), 6-month ($89.95), and
1-year ($149.95) subscriptions. Exxxtasy Networks does not allow refunds, and
services may be exchanged on an equal basis only. CSB does not intend to alter
the name, format or subscription structure of EXXXTASY, following completion of
the Fifth Dimension assets acquisition.

TRUE BLUE (TELSTAR T-405, CHANNEL 05)

TRUE BLUE is the budget service in the Exxxtasy Networks family. As of
December 1, 1997, TRUE BLUE had 39,383 subscribers. TRUE BLUE is a leader in
"classic" adult programming (professional titles more than 5 years old), and
features a mix of amateur adult movies and classic adult feature films.
"Amateur" movies are those typically produced by unpaid producers and actors,
utilizing consumer-grade film, equipment, sets, etc. TRUE BLUE is available on
an all-day pay-per-view basis ($6.95), as well as periodic 1-month ($15.95),
3-month ($39.95), 6-month ($67.95), and 1-year ($109.95) subscriptions. Exxxtasy
Networks does not allow refunds, and services may be exchanged on an equal basis
only. CSB does not intend to alter the name, format or subscription structure of
TRUE BLUE, following completion of the Fifth Dimension assets acquisition.

EXOTICA (TELSTAR T-405, CHANNEL 22)

EXOTICA features a new movie every 90 minutes. As of December 1, 1997,
EXOTICA had 37,448 subscribers. EXOTICA offers a mix of recent adult feature
film hits, new adult features, European adult films, and classic adult features.
EXOTICA is available on an all-day pay-per-view basis ($6.95), as well as
periodic 1-month ($18.95), 3-month ($46.95), 6-month ($89.95), and 1-year
($139.95) subscriptions. Exxxtasy Networks does not allow refunds, and services
may be exchanged on an equal basis only. CSB does not intend to alter the name,
format or subscription structure of EXOTICA, following completion of the Fifth
Dimension asset acquisition.

GOVERNMENT REGULATION

In 1996, the United States Congress passed the Telecommunications Act of
1996 (for this paragraph only, the "Act"), a comprehensive overhaul of the
Federal Communications Act of 1934. Section 641 of the Act requires full audio
and video scrambling of channels which are primarily dedicated to "sexually
explicit" programming. If a multi-channel video programming distributor,
including a cable television operator, cannot comply with the full scrambling
requirement, then the channel must be blocked during the hours when children are
likely to be watching television, i.e., from 6:00 a.m. to 10:00 p.m. Both less
explicit programming providers (such as Playboy, Inc.) and explicit programming
providers (such as SPICE and Exxxtasy Networks) feature "sexually explicit"
programming within the contemplation of Section 641 of the Act. Although all
adult programming companies fully scramble their signals for security purposes,
several cable television MSOs lack the technical capability to fully scramble
the audio portion of the signal.

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These cable systems would be required to block adult broadcasts between 6:00
a.m. and 10:00 p.m. Both Spice, Inc. and Playboy, Inc. predict that revenues
from cable television distribution sources could be negatively affected by as
much as 25% as a result of this provision, until new equipment can be installed.
The Company does not expect to be impacted by this provision insofar it
broadcasts only a fully scrambled signal. Section 641 of the Act would only
affect the Company if it decides to pursue cable television MSOs without
technical scrambling ability as a source of distribution for its programming.

NETWORK PROGRAMMING

All of the Exxxtasy Networks' broadcast programming is acquired from third
party adult content studios. Neither the Company nor Fifth Dimension creates or
produces any adult content. In most cases, Fifth Dimension pays a flat rate
ranging from $200 to $2,000 for unlimited broadcast rights to a feature film for
a specified period of time (usually one to three years). Fifth Dimension has
established relationships with nearly all of the major adult movie studios, and
purchases a wide variety of programming from each on a monthly basis. These
studios send Betacam SP, 1" or 3/4" master tapes to a dubbing facility in Los
Angeles, California. Dubbed copies of the programming are then forwarded to the
uplink facility, where they are screened and edited, if necessary, for quality
control purposes and to comply with running time requirements. CSB intends to
enter into an agreement with a U.S.-based company to create interstitial
programming (promotional segments, Network IDs, and movie trailers) for the
Exxxtasy Networks, following completion of the Fifth Dimension assets
acquisition.

NETWORK DELIVERY

THE C-BAND SATELLITE BUSINESS

There are currently approximately 2,300,000 C-band "big dish" satellite
systems in place in the United States. These systems feature the larger diameter
receivers. C-band systems, with their ability to scan different satellites,
offer owners an enormous variety of programming, significantly more than any
other service or delivery system (such as cable or digital satellite, which
locks on only one satellite). C-band satellite owners incur no cable charges,
premium channel costs (although this is changing, as premium providers have
begun to scramble their signals), or program supplier fees. In the past several
years, the market for C-band satellites has declined significantly, as small
digital satellite services (Ku-band) have flourished. These 18-inch digital
satellite dishes are much less expensive than the large C-band satellite
hardware ($200 versus approximately $3,000 for C-band), are relatively easy to
mount in unobtrusive locations, and offer digital channels. C-band satellite
equipment is also negatively affected by stricter zoning regulations and
covenant restrictions.

Approximately 90,000 C-band system owners replaced their big dishes with the
smaller Direct Broadcast Satellite ("DBS") dish systems in the last year,
according to General Instruments Access Control Center. Management believes the
C-band equipment base will remain in the 2,300,000 to 2,500,000 units range for
the next several years.

The introduction and rapid growth of the number of digital channels, due to
introduction of DBS and reduced transponder costs, affects C-band satellite,
which is broadcast in analog format. Management believes digital and analog
formats will co-exist for several years, and that new technologies will allow
C-band systems to receive digital channels. For example, General Instruments'
new 4DTV technology enables C-band users to watch programming transmitted via
DigiCipher II format. C-band continues to be the "work horse" of the satellite
entertainment industry. Every major cable system in the United States is C-band
based, delivering dozens of C-band channels to more than 65 million subscribers.
Hundreds of government, corporate, education, and network broadcasters use
C-band. C-band is also the preferred method of transmitting sports backhauls,
satellite news gathering, international broadcasts, and syndicated program and
wild feeds.

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Management believes that C-band also offers a more stable delivery source,
particularly concerning satellite lifespan. Most satellites have a service life
of approximately 15 years; however, when cosmic accidents occur, as in the case
of the Telstar 401 in January, 1997, all channel occupants on that satellite
must find immediate replacement residency. In the case of the Telstar 401, all
channels were switched to other satellites that C-band customers could access
within a matter of hours. DBS customers, who are locked on one satellite, could
suffer significant delays in service if their satellite experienced a problem
similar to the Telstar 401 accident. It is unlikely the DBS provider would be
able to find an empty, viable "spare" satellite already in orbit to switch to.
Such a switch would involve re-programming every DBS dish to the new satellite
location. A more likely scenario would involve launch of a replacement
satellite, which could take weeks or months.

The future of C-band is, in the opinion of management, far less volatile.
The gradual changeover from analog to digital satellites will proceed as the
market dictates. This slow, deliberate change could take as long as 15 years to
fully implement. In the meantime, the introduction of digital receivers in the
C-band market can be expected.

SATELLITE TRANSMISSION

Fifth Dimension delivers its video programming to its C-band customers (and
to a lesser extent to cable television customers) via satellite transmission.
CSB intends to continue to deliver the Exxxtasy Networks via satellite, as the
most efficient means of delivery available for point to multi-point
distribution. Satellite delivery of video programming is accomplished as
follows:

Video programming is played directly from the uplink facility. The program
signal is then scrambled (encrypted) so that the signal is unintelligible unless
it is passed through the proper decoding devices. The signal is then transmitted
(uplinked) by the earth station to a designated transponder on a communications
satellite. The transponder receives the program signal uplinked by the earth
station, amplifies the program signal and broadcasts (downlinks) it to satellite
dishes located within the satellite's area of signal coverage. The signal
coverage of the domestic satellite currently utilized by Fifth Dimension, and to
be utilized by CSB, is the continental United States, Hawaii, portions of the
Caribbean, Mexico, and Canada. Each transponder can retransmit one complete
analog color television signal, together with associated audio and data
sidebands.

For cable systems, the scrambled signal received by the cable system's
satellite dish is then descrambled. The cable system then rescrambles the signal
using rescrambling technology that is compatible with the addressable set top
decoders deployed in its system, and then distributes the signal throughout its
cable system. The satellite receivers of DTH and Digital Satellite customers
contain descrambling equipment. To offer pay-per-view services, the set top
boxes or satellite receivers must have an electronic "address" and the cable
system or satellite service provider must be able to remotely control each
customer's set-top box or satellite receiver, and cause it to descramble the
television signal for a specific period of time after the customer has made a
purchase of a premium service or pay-per-view movie or event. The ability to
control the scrambling and descrambling of a signal from a cable system's
facilities is essential for marketing and delivery of pay-per-view programming
services.

TRANSPONDER AGREEMENTS

In 1992, Fifth Dimension entered into contracts with AT&T's satellite
division to lease four channels on Telstar 401. Fifth Dimension delivered
Exxxtasy Network broadcasts utilizing Telstar 401 until January 11, 1997, when
Telstar 401 experienced an irreversible equipment failure. Fifth Dimension
immediately moved its transponders to AnikE2 (2) and Telstar 402R (2), and has
delivered its Exxxtasy Networks programming since January, 1997 via these two
satellites. Fifth Dimension has entered into an agreement to lease three
transponders on Telstar 405, a new AT&T satellite that was placed in service in
June, 1997. CSB will immediately benefit from the non-cancelable sublease
agreement on the three transponder slots

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on the new Telstar 405 satellite. Fifth Dimension is currently broadcasting its
three Exxxtasy Networks channels on Telstar 405. Following the Fifth Dimension
Assets Acquisition, CSB plans to continue to provide the three Exxxtasy Networks
channels on Telstar 405. Fifth Dimension's 24-hour "barker" or promotional
channel is currently broadcasting Telstar 402R, which enables it to promote the
Exxxtasy Networks on the same satellite where most of its competitors' services
are offered.

UPLINK FACILITY

Fifth Dimension maintains a fully operational uplink facility in Ottawa,
Canada, dedicated exclusively to the Exxxtasy Networks. An uplink facility is
the means by which a video signal can be sent to a designated satellite
transponder so that it can be broadcast back to the earth to reach a large
geographic territory. The Ottawa uplink facility is equipped with the necessary
satellite equipment, editing equipment, power supplies and other equipment
necessary to provide 24-hour programming for its three networks, plus a barker
channel. CSB will enter into a contract with Fifth Dimension, whereby Fifth
Dimension will operate the uplink facility for a period of at least one year
from the date of the Fifth Dimension assets acquisition.

CALL SERVICE CENTER

Fifth Dimension currently maintains a call service center in Ottawa, Canada.
CSB is currently in discussions with various third-party providers regarding
outsourcing these operations and relocating the call service center to the
United States. The call service center receives incoming calls from customers
wishing to order network programming, or having questions about service or
billing. The call service center is accessed from anywhere in the U.S. or Canada
via a toll-free "800" number. It is equipped with approximately 30 work
stations, each of which contains a networked computer work station, proprietary
order processing software, and telephone equipment. These components are tied
into a master switch which routes incoming calls and enables orders to be
processed and subscriber information to be updated "on-line."

The call service center is operational 24 hours each day, and staffed
according to call traffic patterns which take into account time of day, day of
the week, seasonal variances, holidays, and special promotions. Customers pay
for their orders with credit cards, which are authorized and charged before the
order is sent electronically to General Instrument's satellite operations
facility in San Diego, California for processing. General Instrument receives
the subscriber order and the subscriber's identification information, and sends
a signal up to the appropriate satellite, which "unlocks" the service ordered
for the applicable period of time.

COMPETITION

The market for adult premium channel and pay-per-view programming is divided
into two separate and distinct types of programming: explicit adult programming
networks, and less explicit programming networks. Explicit adult programming,
like that offered by SPICE and the Exxxtasy Networks, consists of movies and
other programming that contains sexually explicit film and video, and which is
generally referred to as "X-rated" adult material. Non-explicit material is
edited so as to be acceptable under the self-imposed guidelines of the cable
television and digital satellite industries. Non-explicit programming, while
generally not rated by the Motion Picture Association of America, would receive
an "R" rating if

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submitted for review. The following table illustrates the Company's competitors
in the explicit adult network industry:

<TABLE>
<CAPTION>
PRICE
NAME OF (PPV ALL DAY;
SERVICE SUBSCRIBERS ANNUAL) DISTRIBUTION DESCRIPTION OF SERVICE
- -------------- --------------------- ---------------- ------------ ------------------------------------------
<S> <C> <C> <C> <C>
SPICE HOT Pay-Per-View Only $7.95 Cable and Premium Channel. High quality explicit
Ku-band programming, high price.
Eurotica 30,000 $8.99;$129.99 C-band only Emerald Media, Inc.'s explicit channel.
XXXCite 5,000 n/a; $59.95 C-band only Emerald Media, Inc.'s second explicit
channel. Plays programming already aired
on Eurotica.
X! Channel 24,000 $8.99/$59.95 C-band only Owned by Emerald Media, Inc. Budget
programming.
XXXPlore 40,000 $8.99/$59.95 C-band only Emerald Media, Inc. Same programming as X!
Channel.
Exxxtasy 42,331 $6.95/$149.95 C-band only Premium Channel. High quality explicit
programming, high price.
True Blue 39,383 $6.95/$109.95 C-band only Classic and Amateur programming. Budget
priced.
Exotica 37,448 $6.95/$139.95 C-band only Complementary high-quality film and video
programming for Exxxtasy subs.
</TABLE>

SPICE HOT

This channel is an explicit service broadcast by Spice (Nasdaq:SPZE) on
cable and Ku-band satellite. The adult films broadcast are explicit in the sense
that they graphically show erect male genitalia, female genitalia, oral sex,
sexual intercourse (I.E., penetration) and other sex acts.

EUROTICA/XXXCITE

These are premium channels owned by Emerald Media, Inc. Spice licenses
content for use by Emerald Media, Inc., sub-leases transponder slots to Emerald
Media, Inc., and provides playback services for Emerald Media, Inc. Management
believes Eurotica/XXXcite offer fewer movies per month than the Exxxtasy
Networks.

X! CHANNEL/XXXPLORE

These channels are also owned by Emerald Media, Inc. This competitor offsets
lower-quality programming by offering a low annual subscription rate ($59.95).

The Company will face general competition from other forms of non-adult
entertainment, including sporting and cultural events, television, feature
films, and non-explicit programming. In addition the Company will face
competition in the adult entertainment arena from other providers of explicit
programming, adult video rentals and sales, adult film theaters, newspapers and
magazines aimed at adult consumers, telephone talk lines ("telephone sex"
services), and adult-oriented Internet services.

MARKETING

Fifth Dimension markets its services primarily through a free, 24-hour
satellite channel which promotes the programming featured on the Exxxtasy
Networks. This channel, known as a "barker" channel, uses non-explicit movie
clips and interstitial programming to entice viewers who are "channel

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surfing" to subscribe to one of the Exxxtasy Networks channels (periodic
subscription), or the purchase a "block" of programming (a single pay-per-view
movie or event, or an all-day purchase). To a lesser extent, Fifth Dimension
advertises in print publications such as satellite channel guides or adult
themed magazines. Fifth Dimension also aggressively markets its Exxxtasy Network
programming directly to satellite program packagers or distributors, through
direct marketing campaigns, face-to-face meetings, trade show exhibits and
industry gatherings. The distributors represent an important source of
advertising and marketing materials for the Exxxtasy Networks. Fifth Dimension's
marketing department has developed numerous programs and promotions to support
the Exxxtasy Networks. These have included the development of detailed monthly
program guides, glossy promotional pieces, and celebrity appearances at industry
trade shows. CSB plans to continue to market the Exxxtasy Networks in the same
manner as Fifth Dimension.

BUSINESS DEVELOPMENT STRATEGY

Together, the Exxxtasy Networks currently have the largest number of
explicit adult programming customers in the industry. CSB intends to continue to
acquire high-quality adult movie titles and features, and to market the Exxxtasy
Networks as they have been previously marketed by Fifth Dimension.

Management believes that numerous synergies exist between the Company and
the assets to be acquired from Fifth Dimension. The Company is already involved
in the adult entertainment video business through its subsidiary DaViD, the
largest publisher and distributor of adult video discs (LaserDisc and Digital
Versatile Disc) in the world. DaViD acquires video programming from every major
adult movie studio and many independents. Management believes DaViD and CSB can
achieve significant savings in licensing fees by combining their content
acquisitions and expertise.

The Company is also engaged in the software publishing business through its
subsidiary Inroads. Inroads' personnel are highly-skilled software engineers
with strong video compression and Internet-based capabilities. CSB plans to
construct an Internet link via fiber optic cable from its uplink facility, to
enable simultaneous "web-casting" of its programming.

As part of the Fifth Dimension Assets Acquisition, the Company will acquire
Fifth Dimension's internet site and customer base. After the acquisition, CSB
intends to upgrade the website www.Exxxtasy.com to include live one-on-one adult
video feeds, through the Company's www.sexsee.com site, and to add a variety of
other adult products and services.

The Company's Chief Executive Officer and president, as well as several of
the Company's largest shareholders, have been involved in the cable television
industry to a significant extent over the last 20 years. Management believes
that it can utilize this experience to its advantage, particularly as CSB
approaches MSOs as a distribution source of explicit and non-explicit
programming.

INTERNATIONAL OPPORTUNITIES

Fifth Dimension has begun discussions with numerous parties in Europe, Asia,
and South America to launch explicit and non-explicit services in these
geographic areas. Management of the Company intends to continue these
discussions. These discussions are in the preliminary stages, and there can be
no assurance that any of these discussions will result in completed deals for
the Company in the future.

MARKETING THE EXXXTASY NETWORKS TO CABLE TELEVISION MULTIPLE SYSTEM
OPERATORS

Cable television multiple system operators are facing increasing competitive
pressure from digital satellite providers. Many of these MSOs are seeking ways
to differentiate their services. Recently, Fifth Dimension successfully secured
distribution for its explicit adult programming on two cable television systems.
Based on this success, CSB intends to focus its efforts on the bottom to middle
tier cable

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television MSOs, and launch a major marketing effort to increase awareness of
the Company's alternative programming. Management hopes to gradually persuade
smaller MSOs to carry the Exxxtasy Networks.

DAVID

DaViD is a leading content owner of feature-length adult and unrated motion
pictures for the video disc markets.

LASERDISC CONTENT LICENSING

DaViD is primarily engaged in the licensing of existing feature-length adult
and unrated motion picture content for periods ranging from seven years to
perpetuity, for distribution on all formats of video disc media (e.g., LaserDisc
and Digital Versatile Disc, or "DVD"). DaViD licenses its motion picture
programming from approximately ten motion picture studios and/or licensors.
DaViD has purchased approximately 90% of its titles for single licensing fees,
ranging from $2,000 to $5,000 per title. Over 50% of DaViD's exclusive licensing
agreements are for all formats of laser video disc whether now known or
hereafter devised. Current formats exploited by DaViD, or which DaViD intends to
exploit, include 8" and 12" LaserDisc, CD-ROM (QuickTime-TM- Compression),
VideoCD (MPEG1 Video Compression), and Digital Versatile Disc (MPEG2 Video
Compression), collectively referred to as "Video Discs."

DaViD's typical exclusive distribution term ranges from seven years to
perpetuity. Exclusive distribution territory ranges from North America
(approximately 40% of DaViD's titles) to worldwide (approximately 60% of DaViD's
titles). For a few, high-quality titles in DaViD's library (approximately five
percent of total library titles), DaViD pays royalties ranging from ten to
twenty percent of collected wholesale revenues.

DaViD has reached a definitive agreement to acquire a library of
approximately 350 adult feature film rights for distribution on 8" and 12"
LaserDisc and DVD, for $2,000 to $5,000 per title. The distribution term for
these titles ranges from seven years to perpetuity. These titles range in
content from Japanese animation to foreign films to adult entertainment. DaViD
sells its 8" and 12" LaserDisc titles on a worldwide basis under the LASERDISC
ENTERTAINMENT label, and plans to sell its 5 1/4" Digital Versatile Disc titles
under the DAVID ENTERTAINMENT label. DaViD is currently negotiating to acquire
Digital Versatile Disc rights to approximately 500 additional adult and unrated
feature films, and expects to begin exploiting these rights in late 1997 and
1998, when the projected installed base of Digital Versatile Disc hardware is
expected to be a minimum of 2 million households.

DaViD's contracted acquisition library includes classic and new release
adult features such as CALIGULA, INSATIABLE, LES FEMMES EROTIQUE, and HIDDEN
OBSESSIONS, foreign feature films such as the award-winning Japanese film IN THE
REALM OF THE SENSES, and Japanese animation titles such as UROTSUKIDOJI: THE
LEGEND OF THE OVERFIEND.

DaViD acquires video disc rights to approximately 100 feature films each
year, and historically has released five to six new titles per month in the
LaserDisc format only. In March, 1997, DaViD began the transition to release of
titles on DVD. Release of titles on LaserDisc, and revenues associated with
those releases, have declined. DaViD intends to release most of its titles on
the DVD format in the future. As awareness and acceptance of DVD technology
grows, DaViD expects to release up to 20 titles per month.

JACKET PRINTING

DaViD maintains an in-house art department which designs and produces the
electronic art necessary to print LaserDisc jackets and DVD jewel case inserts.
Jewel case inserts are printed by the replication company, while jackets for
LaserDiscs are printed by third-party printers and shipped to the replication
company for disc insertion.

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DISC REPLICATION

DaViD contracts out the replication for LaserDisc and Digital Versatile Disc
to third-party manufacturers, including Pioneer Video Manufacturing, Inc., a
wholly-owned subsidiary of Japan-based Pioneer Electronics. The replication
companies receive masters from DaViD in the form of D-2 master tapes (LaserDisc)
or digital "one- off" discs (DVD). Glass masters and stampers are created from
the D-2 or one-off masters. Disc assembly (insertion into a jacket or jewel
case) is handled by the replication company.

DISTRIBUTION

DaViD currently distributes its titles in the 8" and 12" LaserDisc and DVD
formats.........................................................................
DaViD
began to distribute its titles in the 5 1/4" VideoCD format in February, 1997.
DaViD currently releases five to six feature-length motion picture titles per
month in the 12" LaserDisc format. DaViD intends to release eight to ten
feature-length motion picture titles per month in the DVD format in the first
quarter of 1998, ten to fifteen titles per month in the DVD format in the second
and third quarters of 1998, and up to 20 titles per month beginning in the
fourth quarter of 1998.

INROADS

Inroads is a vertically-integrated CD-ROM software publishing company. The
Company owns seventy percent (70%) of Inroads; thirty percent (30%) of Inroads
is owned by Quarto Holdings, Inc. ("Quarto"), a subsidiary of the Quarto Group,
Inc., the largest co-edition book publisher in the world. Quarto also owns an
adjustable Warrant to purchase up to 400,000 shares of the Company, at an
exercise price of $6.00 per share. Assuming completion of this Offering and the
Fifth Dimension Assets Acquisition, Quarto's warrant will be adjusted to entitle
Quarto to purchase up to 480,000 shares of the Company's restricted common stock
for $5.00 per share. See "RISK FACTORS--Quarto Warrant."

CD-ROM DEVELOPMENT

Inroads' in-house developed titles are produced, designed, and developed
directly by the Inroads' twelve-person staff. Inroads' licensed titles
(developed outside of the Company's offices) are localized, packaged, and, if
necessary, enhanced with new graphics or interface design/operating elements by
Inroads. Inroads' staff consists of producers, writers, software engineers,
artists, and management personnel. All of Inroads' CD-ROM titles, whether
developed in-house or licensed, contain video, still photography, audio,
original music, and text. These elements are combined with custom-designed
interfaces and computer code to deliver high-quality, easy-to-use, original
CD-ROM titles. Utilizing state-of-the-art technology, Inroads has developed and
released nine titles since its inception in June, 1994: (1) MULTIMEDIA DOGS: THE
COMPLETE INTERACTIVE GUIDE TO DOGS; (2) MULTIMEDIA DOGS VERSION 2.0; (3)
MULTIMEDIA CATS: THE COMPLETE INTERACTIVE GUIDE TO CATS; (4) MULTIMEDIA EXOTIC
PETS: HORSES, BIRDS, AQUATICS & POCKET PETS; (5) MULTIMEDIA BUGS: THE COMPLETE
INTERACTIVE GUIDE TO INSECTS; (6) MULTIMEDIA GUNS: THE ENTHUSIAST'S GUIDE TO
FIREARMS; (7) MULTIMEDIA HORSES: THE COMPLETE INTERACTIVE GUIDE TO HORSES; (8)
CIGAR COMPANION INTERACTIVE; and, (9) IN FOCUS, THE GUIDE TO BETTER PHOTOGRAPHY.
Other titles are under development. In addition, Inroads is developing a line of
children's "MY FIRST" which will be based on MULTIMEDIA DOGS, MULTIMEDIA CATS,
MULTIMEDIA HORSES, AND MULTIMEDIA EXOTIC PETS. Inroads releases one to two
CD-ROM titles per quarter.

CD-ROM CONTENT LICENSING AND CREATION

Inroads licenses most of the still photography contained in its titles from
third party photographers and stock photography companies. Most of the video
contained in Inroads' titles is shot with Inroads' equipment and by Inroads'
personnel. All text is either licensed from Quarto's library of books or written
by Inroads' in-house staff. All voices (narrative) and music used in Inroads'
titles are developed and owned

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by Inroads. Royalty arrangements for licensed video and photography are
negotiated on a title by title basis and typically range from 2% to 5% of
collected wholesale dollars.

CD-ROM TITLE LICENSING

Inroads' strong distribution network and expertise in product packaging
provides a framework for numerous opportunities to acquire and/or license
existing software products developed and produced by other companies, at a
fraction of the cost of developing titles in-house. In September 1996, the
Company completed agreements with Quarto whereby Quarto acquired 30 percent of
Inroads for $1,250,000 in cash and digital material valued by the Company at
$-0-, and valued at $525,000 by Quarto. The Quarto agreement grants the Company
the right to commercially exploit Quarto titles. Inroads has completed and
released two Quarto-based titles to date: CIGAR COMPANION INTERACTIVE, based on
the best-selling Quarto title THE COMPLETE CIGAR COMPANION, and IN FOCUS, THE
GUIDE TO BETTER PHOTOGRAPHY, based on best-selling Quarto books by Michael
Freeman.

CD-ROM MASTERING

CD-ROM titles are programmed, designed, developed, and tested by Inroads.
Once an optical disc master ("Gold Master") has been approved for release, the
Gold Master is then submitted to a replication company for manufacture. Box and
jewel case art is developed simultaneously with the development of the software,
and submitted for printing approximately three to four weeks prior to disc
replication.

CD-ROM JEWEL CASE INSERT AND BOX DESIGN AND PRINTING

New Frontier Media, Inc. maintains an in-house art department which designs
and produces the electronic art necessary to print boxes and jewel case inserts.
Jewel case inserts are printed by the replication company, while boxes are
printed by third-party printers and shipped to the replication company for jewel
case insertion.

CD-ROM DISC REPLICATION

Inroads contracts out all CD-ROM replication to third-party manufacturers,
including Pioneer Video Manufacturing, Inc., a wholly-owned subsidiary of
Japan-based Pioneer Electronics. The replication companies receive masters from
Inroads in the form of a digital disc "one-off" master. Glass masters and
stampers are then created from the "one-off" master. CD-ROM replication,
jewel-case insert printing and insertion, and jewel-case boxing are all handled
in-house by the replication company. Inroads receives finished CD-ROM goods from
its manufacturers in boxes containing 200 units each.

CD-ROM SOFTWARE DISTRIBUTION

In 1995, Inroads entered into an exclusive software distribution agreement
with Broderbund Software, Inc. ("Broderbund"), a publicly traded company with
revenues exceeding $140 million annually. Broderbund is considered one of the
premier CD-ROM software publishers in the industry. As an affiliated label of
Broderbund, a small portion of Inroads' products are sold directly by
Broderbund's seventeen-person direct sales force, and marketed by Broderbund's
marketing staff. Under the terms of Inroads' contract with Broderbund, a minimum
of 76% of all collected wholesale revenue is allocated to Inroads, and 24% to
Broderbund. Unlike many affiliated label contracts, which base payments on
collected accounts receivable, Broderbund pays Inroads at the end of each
calendar month based on units shipped the previous month. Inroads is responsible
for all costs associated with software development, package design and printing,
disc replication, and marketing.

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RALSTON PURINA PROJECT.

On August 14, 1996, Inroads entered into a Promotion Agreement and a License
Agreement with the Ralston Purina Company, St. Louis, Missouri ("Purina"). Under
the terms of the License Agreement, Inroads granted Purina a non-exclusive,
worldwide, corporate license to copy and use specified content contained on and
in two of Inroads' CD-ROM titles: MULTIMEDIA DOGS, and MULTIMEDIA CATS. Purina
may, under the License Agreement, use the MULTIMEDIA DOGS and/or MULTIMEDIA CATS
content to develop, publish, advertise and promote one or more Internet web
sites, all within the "purina.com" Internet domain, and in the development,
publication, advertisement and promotion of private-label versions of Inroads
CD-ROM titles to be made available by Purina to the general public. The License
Agreement runs from August 14, 1996 through December 31, 1999.

Under the terms of the Promotion Agreement, Inroads has agreed to develop
and provide Purina a version of Inroads' CD-ROM title MULTIMEDIA DOGS,
customized to include Purina's names, logos, brand names, trademarks, designs,
commercials, videos and other information requested by Purina, and to provide
consulting and programming services to Purina, and produce customized CD-ROMs
and CD-ROM packages. Purina has agreed, among other things, to develop and
implement a Promotion Test whereby the customized Inroads MULTIMEDIA DOGS
CD-ROMs shall be offered to the general consuming public nationwide through
various scheduled Purina pet products Brand or Group promotional venues during
the period July 1, 1996 through December 31, 1997, including over 50 million
offers via Sunday free-standing inserts. Purina has guaranteed that a minimum of
ten thousand (10,000) customized MULTIMEDIA DOGS CD-ROMs will be redeemed during
this promotion. Inroads has also granted Ralston Purina an exclusive option to
utilize MULTIMEDIA CATS as a private label promotion.

The Promotion Agreement further provides that the customized MULTIMEDIA DOGS
CD-ROMs will be offered to consumers for $9.95 per CD-ROM, plus shipping and
handling. The consumer will be directed to send the $9.95 to Inroads, of which
$1.00 will be rebated back to Purina. Inroads estimates that the Company will
net approximately $7.00 per unit sold under this project. Inroads will provide
the fulfillment supplier for the Promotion Test. The Promotion Agreement runs
from July 1, 1996 through December 31, 1997. Through September 30, 1997, the
Company had realized revenues of $118,900 from the Ralston Purina Project.

OTHER PROJECTS.

P.F. MAGIC. America Online and P.F. Magic included demonstration segments
of Multimedia Dogs, Multimedia Cats, and Multimedia Exotic Pets on the disc they
shipped to approximately 180,000 retail outlets, offering 50 free hours of
American Online access. INROADS AND THE COMPANY REALIZED NO REVENUES FROM P.F.
MAGIC, AND HAVE ABANDONED THIS PROJECT.

In addition to the "MY FIRST" SERIES and RINGLING BROS./BARNUM & BAILEY
projects currently under development and referenced above, Inroads is also in
various stages of development or negotiation on the following projects:

INTERNATIONAL LICENSING. MULTIMEDIA HORSES has already been signed by three
foreign affiliates. Inroads has taken a booth at Milia (Cannes, France), the
largest multimedia show in the world, in February, 1998. At Milia, Inroads
intends to showcase prototypes of its other new releases.

ADVERTISING. Inroads has taken full-page, four-color ads in three major
magazines to sell its CD-ROM products direct via a toll-free number, at full
retail. The ads run for one year (12 issues) and are paid for through a barter
arrangement which provides a rebate to the publisher on each unit sold. The
magazines are SHOOTING TIMES and HANDGUNNING (MULTIMEDIA GUNS), DOG WORLD
(MULTIMEDIA DOGS), and EQUUS (MULTIMEDIA HORSES). Inroads' most recent titles
are marketed to hobbyists and enthusiasts. Inroads intends to advertise in
specialty catalogues and magazines targeted at these potential customers.

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FUZZY ENTERTAINMENT, INC. D/B/A IN-SIGHT EDITIONS ("IN-SIGHT")

In-Sight is a niche publisher and distributor of fine-art and decorative art
posters, which are priced in the low to moderate price range. In addition,
In-Sight merchandises and licenses its images for other retail and commercial
uses and purposes. Based in Marina Del Rey, California, In-Sight employs two
full-time employees in the design and production areas, and one employee in
shipping/warehousing. All accounting, inventory control, and accounts
receivable/payable functions are managed at the Company's Boulder, Colorado
office.

FINE ART AND DECORATIVE ART POSTER DESIGN AND PRE-PRESS

In-Sight begins the poster publishing design process by licensing existing
original art, or commissioning an artist to create a new design upon which a
poster concept is ultimately based. Poster design concepts are selected based on
a combination of aesthetic appeal, commercial potential, and the ability of
In-Sight's contracted printer to execute the final design. The existing or
commissioned art is ultimately modified several times through a series of
carefully art-directed element changes. All art direction is overseen by In-
Sight.

LIMITED EDITIONS

For each poster that is developed and released by In-Sight, a special,
limited-edition version is designed and printed. Limited editions are printed on
100 pound stock (far heavier paper than standard poster paper), and are
hand-signed and numbered in editions of no more than 1,000. Although the
incremental cost to create a limited edition is approximately $.25 to $.50 per
unit, the wholesale price for each limited edition poster is two to three times
the standard poster price.

FINE ART AND DECORATIVE ART PRINTING

In-Sight sources its printing from several high-end U.S. printing companies,
including Gore Graphics.

FINE ART AND DECORATIVE ART DISTRIBUTION

In-Sight distributes its posters directly from its facility in Marina Del
Rey, California to all major U.S. retail accounts, including certain upscale
framing companies.

SALES, MARKETING AND DISTRIBUTION

DOMESTIC SALES, MARKETING & DISTRIBUTION

All Video Disc sales are handled directly by DaVid. Inroads handles most
CD-ROM product sales; however, a small percentage of Inroads' CD-ROM product
sales are handled directly through Novato, California-based Broderbund Software,
Inc., as part of Inroads' affiliated label program agreement with Broderbund.
All major decorative art retailers (such as Deck the Walls, Prints Plus, and
Wal-Mart) are sold direct by In-Sight's in-house sales staff.

PRICING

The Company's subsidiaries price their products competitively. LaserDiscs
sell for a weighted average price of $30.50 per unit, which translates to a
"retail street price" of $50.00 to $60.00 per unit. CD-ROM products sell for a
weighted average price of $14.00 per unit, which translates to a "retail street
price" of $19.95 per unit. Fine art and decorative art posters sell for a
weighted average price of $6.00 to $8.00 per unit, which translates to a retail
unframed street price of $10.95 to $14.95 per unit. Hand-signed and individually
numbered limited editions sell for a weighted average of $20.00 per unit, and
carry a suggested retail price of $35.00 to $40.00. It is anticipated that DVD
titles will sell for a weighted average price of $10.00 per unit, which
translates to a "retail street price" of $19.95.

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PRIVATE LABEL/PREMIUM DEALS

Inroads has been successful in creating and securing distribution for
private label versions of its consumer CD-ROM products for a number of large
corporate customers, including Time Warner New Media, Ralston Purina and The
Wisconsin Humane Society. Under the terms of the private-label agreement with
Purina, Inroads expects to receive approximately $7.00 per unit from each CD-ROM
unit sold through Purina's advertising and specially marked dog and cat food
packaging. A total of over 50 million impressions has been guaranteed by Purina
in the form of special newspaper inserts, specially-marked packages of Purina
products, and bounce-back coupons.

INTERNATIONAL SALES, MARKETING & DISTRIBUTION

Approximately 10% of all Video Disc sales, 25% of all CD-ROM sales, and 10%
of all fine art and decorative art sales are made in markets other than the
United States.

CD-ROM INTERNATIONAL SALES, MARKETING AND DISTRIBUTION. Inroads' CD-ROM
titles are sold internationally primarily through re-publishing agreements with
a variety of foreign software publishing companies, such as Markt &
Technik/Viacom (Germany), PersonalSoft/Softkey (France), Jackson Libri (Italy),
and Multimedia Industries, Ltd. (Japan). In most cases, Inroads' international
re-publishing arrangements provide for a $4.00 per unit royalty payable to
Inroads. In a typical re-publishing transaction, all translation work related to
the re-published title is performed by the local re-publisher, and all
engineering related to the re-published title is performed by Inroads. Advances
against royalties received from re-publishers range from $5,000 to $7,500 per
title. To a much lesser extent, Inroads sells finished CD-ROM products to
English-speaking countries other than the United States, such as Australia, New
Zealand, South Africa, and the Caribbean Islands.

VIDEO DISC INTERNATIONAL SALES, MARKETING AND DISTRIBUTION. DaViD's
12"LaserDiscs and 5 1/4" Digital Versatile Discs are sold internationally as
finished goods directly by DaViD.

FINE ART AND DECORATIVE ART POSTER SALES, MARKETING AND
DISTRIBUTION. In-Sight's fine art and decorative art posters are sold
internationally either through direct sales of finished goods, or through
licensing arrangements with re-publishers in each foreign market.

CUSTOMERS

The Company's subsidiaries sell their CD-ROMs, Video Discs, fine art and
decorative art posters, and other products (the "Products") to approximately
1,000 wholesale and retail accounts, with no final retail account representing
more than 10% of total Company sales. The Products are then resold or rented on
a worldwide basis to consumers of the CD-ROM software, Video Discs, and fine-art
and decorative art posters. The Company's target consumer ranges in age from
pre-school to adult.

MARKETS FOR PRODUCTS

LASERDISC MARKETS

According to the LaserDisc Association, as of January, 1997, approximately
2.2 million U.S. households owned a LaserDisc player. The worldwide LaserDisc
household figure is estimated to be 12.0 million with the heaviest
concentrations in Japan, Taiwan, Hong Kong, Singapore, Malaysia and Indonesia.
The LaserDisc Association estimates that the installed base of LaserDisc
households will grow domestically at a rate of 25% per year for the next three
years and then see little or no growth as the next Video Disc technology takes
hold (see Digital Versatile Disc Markets). LaserDisc is primarily a sell-through
business (not much rental activity) and caters to upper-income households with
home-theater installations. LaserDisc employs an analog video technology along
with a digital sound technology to deliver twice the resolution of ordinary home
video cassette tape. LaserDisc's popularity has grown over the past ten years

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among movie enthusiasts for its "instant access" capabilities (similar to audio
CD) and its durability as a movie playback medium. LaserDisc's disadvantages
include its size (12 inches in diameter), high retail price, and the limited
amount of information that can be placed on a single side of a disc (60 minutes
maximum).

For the calendar year ending 1996, the LaserDisc Association reported that
the average U.S. LaserDisc household purchased twelve LaserDiscs. The LaserDisc
Association further estimated that between five percent (5%) and ten percent
(10%) of all LaserDisc purchases had strong sexual content and themes.

DIGITAL VERSATILE DISC MARKETS

The market for Digital Versatile Disc ("DVD") is expected to grow
dramatically beginning in the fourth quarter of 1997. Up until September, 1995,
two competing technologies existed for DVD video playback: Time Warner/Toshiba's
technology and SONY/Philips' technology. In September, 1995 these companies
agreed upon a unified format for DVD. In October, 1996 a unified, single
standard was finalized for the mastering (with copy protection) and replication
of DVDs. It is widely believed that this unified DVD format will make serious
inroads into the market shares currently held by LaserDisc and, to a much
greater extent, the Video Cassette Recorder ("VCR"). DVD has several major
advantages over competing home video delivery technologies: 1) A single 5 1/4"
DVD can hold up to 135 minutes per side of high resolution digital full-motion
video and audio. DVD discs contain information on both sides; 2) Instant access
is available to a favorite scene; 3) DVD contains significantly higher image and
audio quality than LaserDisc and Video Tape; 4) Multiple language tracks can be
incorporated on one disc; 5) Since DVD is 100% digital (video and sound), the
cost of replication will be comparable to CD-ROM or audio CD at under $1.00 per
unit in small press runs; and 6) A relatively low replication cost will
translate to a retail price for a motion picture of under $20.00, giving this
medium tremendous mass-market potential.

Experts at Toshiba estimate that the market for DVD software could exceed
$20 billion by the year 2005. Domestic hardware sales estimates made by
Panasonic range from 800,000 to 1 million DVD households by the calendar year
ending 1997, and 5 million to 10 million domestic DVD households by the calendar
year ending 1999.

The earliest hardware segment to adapt to DVD will most likely be the
computer hardware industry. The next evolution of the CD-ROM drive, now standard
equipment for all multimedia computer systems, will be the DVD-ROM. Similar to a
CD-ROM in most respects, the DVD-ROM will be capable of holding more than ten
times more information than a CD-ROM. Management believes that the market for
feature-film software on DVD will initially consist of computer users with
DVD-ROM drives. Dataquest estimates that nearly five million multimedia computer
households will be equipped with a DVD-ROM drive by the year 2000.

CD-ROM MARKET

The Software Publisher's Association estimates that the number of CD-ROM
households is currently 23 million domestic and 35 million worldwide. By the end
of calendar 1997, the Software Publisher's Association estimates that these
numbers will grow to 30 million domestic and 45 million worldwide. This growth
will be primarily fueled by the availability of multimedia computer systems
which are shipped with bundled interactive encyclopedias on CD-ROM for the same
price as a complete bound set of encyclopedias (approximately $1,500). In
addition, 60% of all new computers purchased are being shipped with built-in
CD-ROM drives. Over 10,000 CD-ROM titles currently exist, ranging from pure
education to pure entertainment to hybrids, or "edutainment." It is estimated
that only 1,000 of these titles are of a quality level acceptable to the largest
retailers. Of these 1,000 high-quality titles, fewer than 50 cover reference
subjects such as those CD-ROMs produced by Inroads.

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There are three types of software available on the Home Software market
segment: Games, Home Education and Productivity. Games clearly dominate software
sales, with approximately 60% of the market. Home education titles, such as
those published by Inroads Interactive, represent 11% of the total market for
software. According to the Software Publisher's Association, the Home Education
market segment generated $958 million of the $9 billion in retail software sales
in 1996.

The Company's products compete with similar titles from Microsoft, Inc.
(MICROSOFT DOGS), Macmillian Digital, a Viacom company (BEST OF BREED), and
Dorling Kindersley (ULTIMATE CAT). In head-to-head comparisons of the products
to Inroads' MULTIMEDIA DOGS: THE COMPLETE INTERACTIVE GUIDE TO DOGS and
MULTIMEDIA CATS: THE COMPLETE INTERACTIVE GUIDE TO CATS, Inroads' titles have
consistently been ranked higher by software magazines than those titles
developed by competitors. This fact, coupled with Inroads' average development
budget of less than $70,000 per title, as compared to an average of $1 million
per title for the competition, explains why Inroads is able to sell its CD-ROM
products profitably at far lower prices than its competitors.

FINE ART AND DECORATIVE ART PUBLISHING MARKETS

The fine art and decorative art market is comprised of several segments:
sports celebrity and Hollywood celebrity posters; novelty posters; museum
posters; and fine art and decorative posters. The fine art and decorative
posters segment, which In-Sight currently focuses on, is "hit driven" and highly
fragmented, with no single company dominating the market segment. Products range
from the very low end in terms of price and quality, to the expensive limited
edition poster market. Management's philosophy is to lead the industry in terms
of subject matter, design, execution, printing quality, and value. Management
has already demonstrated its ability to set trends in the industry with the
success of its first six releases.

EMPLOYEES AND OFFICE SPACE

As of the date of this Prospectus, the Company had 10 full-time and three
part-time employees. Four full-time employees are employed in executive
positions; three part-time employees are employed in administrative and clerical
positions; the remainder of the Company's employees are employed in software
development and sales. The Company's employees are not members of a union, and
the Company has never suffered a work stoppage. New Frontier leases
approximately 3,500 square feet of office space at 1050 Walnut Street, Suite
301, Boulder, Colorado 80302. The Company's lease on this office space runs
through January, 1998, at a rate of approximately $3,400 per month. The Company
also sub-leases approximately 6,000 square feet of space in Marina Del Rey,
California.

LEGAL PROCEEDINGS

SANDS BROTHERS

On November 11, 1996, the Company entered into a financial consulting
agreement (the "Sands Agreement"), with Sands Brothers & Co., Ltd. ("Sands
Brothers"), a broker-dealer headquartered in New York City under which Sands
Brothers agreed to provide financial advisory services to the Company. The Sands
Agreement also contained a provision granting Sands Brothers the exclusive right
to underwrite or place any private or public financing undertaken by the Company
during the two-year term of the Sands Agreement.

On May 20, 1997, the Company terminated the Sands Agreement based, among
other things, on the Company's allegation of non-performance on the part of
Sands Brothers. On September 26, 1997, counsel for Sands Brothers sent a letter
to Mark Kreloff, the Company's president, alleging that the Sands Agreement was
still in force, alleging breach of the Sands Agreement by the Company and
demanding that the Company comply with its terms.

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On October 3, 1997, the Company filed a Complaint in District Court in
Boulder, Colorado (Case No. 97 CV 1428) against Sands Brothers, alleging breach
of the terms of the Sands Agreement by Sands Brothers. The Company also alleged
fraud in the inducement, and is seeking return of its initial payment of $25,000
to Sands Brothers and recission of the Sands Agreement. As of the date of this
prospectus, Sands Brothers has not filed an Answer to the Company's complaint
under Colorado law. The Company intends to rigorously defend any allegations
made by Sands Brothers in its Answer.

QUARTO

On October 7, 1997, Quarto's counsel notified the Company of Quarto's claim
that the Company had breached the Quarto Stockholder Agreement dated September
20, 1996. Counsel for Quarto demanded rescission of the Purchase Agreement
between the Company and Quarto dated September 20, 1996, and a return of all
amounts Quarto paid for its 30 percent interest in Inroads. Counsel for Quarto
generally alleged fraud in the inducement, misrepresentation, violation of
federal and state securities laws, and failure of consideration as basis for its
demand for rescission and return of all amounts paid. The Company has obtained
an opinion from J. John Combs III, its litigation counsel, stating that there is
no basis for rescission of the Quarto agreements under the facts or under
Colorado law, that any breach alleged by Quarto is not "material," and that
Quarto has suffered no damages as the result of any alleged breach of the Quarto
Purchase Agreement by the Company.

On October 16, 1997, Quarto's counsel demanded that the Board of Directors
of Inroads take all actions necessary to restore certain Inroads' certificates
of deposit that had been encumbered by or for the benefit of the Company, and to
obtain repayment of any funds loaned to the Company for the benefit of the
Company. Counsel for Quarto also demanded that the Board of Directors of Inroads
institute an action for misappropriation of assets, mismanagement, and breach of
fiduciary duties against those members of Inroads' management who participated
in the acts that Quarto's counsel alleges constituted a misappropriation of
Inroads' assets. Counsel for Quarto has notified the Board of Directors of
Inroads of Quarto's intent to institute a derivative action on behalf of Inroads
against certain managers and directors of Inroads who allegedly participated in
the claimed misappropriation of Inroads' assets, should Inroads' Board of
Directors fail or refuse to initiate such an action on its own.

On October 23, 1997, Quarto filed an action in the United States District
Court for the District of Colorado (Civil Action No. 97-WM-2290) seeking, among
other things, rescission of the purchase agreement, a temporary restraining
order and preliminary injunction against Inroads and the Company, preventing
them from transferring or encumbering the assets of Inroads. On October 28,
1997, the Company and Quarto entered into a Stipulation for Entry of Preliminary
Injunction (the "Stipulation"). Pursuant to the terms of the Stipulation,
Inroads and the Company agreed to not make any draws on any line or lines of
credit extended to them from the Bank of Boulder, Boulder, Colorado, in which
any assets of Inroads, including any certificates of deposit, are used as
security, without the prior written consent of Quarto. Inroads and the Company
further agreed to not encumber any additional assets of Inroads or any assets
transferred by Inroads to the Company or used by Inroads for the benefit of the
Company as part of any loan transaction, without the written consent of Quarto,
and pending further order of the Court. Inroads also agreed to not transfer any
assets or monies to or for the benefit of the Company for any purpose
whatsoever, pending further order of the Court. The Court denied Quarto's motion
for entry of a temporary restraining order and preliminary injunction which
would have frozen Inroads' assets or imposed a constructive trust over those
assets and the operations of Inroads. As of the date of this prospectus, Quarto
had not instituted an action in arbitration against the Company.

The Company is vigorously contesting the foregoing claims. This Offering,
and the Company's future operations, could be negatively affected if any of the
above claimants were successful in their claims against the Company.

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MANAGEMENT

DIRECTORS AND OFFICERS

The following table sets forth the name, age and position with the Company
of each officer and director of the Company as of the date of this Prospectus.

<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------- --- -------------------------------------------------------------------------
<S> <C> <C>
Mark H. Kreloff................. 35 Chairman of the Board, President and Chief Executive Officer, New
Frontier Media, Inc.; Director, Inroads; Vice President and Director,
DaViD; Director, In-Sight; President and Director, CSB.
Andrew V. Brandt................ 28 Senior Vice President, New Frontier; President and Director, Inroads.
Michael Weiner.................. 55 Executive Vice President, Secretary-Treasurer and Director, New Frontier
Media, Inc.; Director, Inroads; President, Secretary-Treasurer and
Director, DaViD; President, Secretary-Treasurer and Director, In-Sight;
Vice President, Secretary-Treasurer and Director, CSB.
Daniel Bender................... 51 Senior Vice President and Director, CSB.
Scott D. Wussow................. 41 Chief Financial Officer, New Frontier Media, Inc.
Clive Ng........................ 36 Director, New Frontier Media, Inc.
Koung Y. Wong................... 45 Director, New Frontier Media, Inc.
</TABLE>

MARK H. KRELOFF. Mr. Kreloff has held the title Chairman and Chief
Executive Officer of New Frontier Media, Inc. since the Company's inception in
September, 1995. Mr. Kreloff has been actively involved in the cable television,
entertainment and computer software industries since 1977. Prior to founding the
Company and during the four years immediately preceding his employment with the
Company, he was the President and Chairman of the Board for LEI Partners, L.P.,
a LaserDisc publishing company; Elmfield IV, Inc., an entertainment production
and distribution company, and California Software Partners, L.P., a computer
software development and publishing company. Previously, Mr. Kreloff held the
title Vice President, Mergers and Acquisitions, with Kidder Peabody & Co. and
Drexel Burnham Lambert. From 1983 through 1986, Mr. Kreloff was employed by
Butcher & Singer, Inc., a Philadelphia-based investment bank, in the Cable
Television and Broadcast Media Group. From 1977 through 1983, Mr. Kreloff held a
variety of positions, including Marketing Director, in his family's cable
television system based in New Jersey. Mr. Kreloff is an honors graduate of
Syracuse University and holds B.S. degrees in Finance and Public Communications.

ANDREW V. BRANDT. Mr. Brandt has held the title of President of Boulder
Interactive Group, Inc. since Inroads' inception in June, 1994. Mr. Brandt has
extensive experience in software company management, 3-D computer graphics, user
interface design, and software engineering. Prior to joining New Frontier Media,
Inc., Mr. Brandt spent two years developing numerous 3-D graphics libraries and
graphical user interfaces for a variety of platforms. Mr. Brandt developed a
system for medical applications utilizing real-time, three-dimensional
ultrasound acquisition and a video see-through head-mounted display. He also
helped prototype the first digital video interactive system and led the port of
Pixar's RenderMan to a supercomputer. Mr. Brandt graduated Magna Cum Laude from
the University of California, San Diego with a B.S. in Computer Engineering and
holds an M.S. in Computer Science from the University of North Carolina at
Chapel Hill.

MICHAEL WEINER. Mr. Weiner has been the Executive Vice President and a
director of New Frontier Media, Inc. since the Company's inception. Prior to
founding the Company, Mr. Weiner was actively involved as a principal and
director in a variety of publishing businesses, including a fine art poster
company. Mr. Weiner has been actively involved in creative businesses for the
past 25 years. His background includes 15 years in real estate development and
syndication as well as ownership in various publishing companies. Mr. Weiner is
a partner in the investment firm Maxim Financial Corporation, a private
portfolio management company based in Boulder, Colorado. From June, 1995 to the
present,

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Mr. Weiner has been Executive Vice President of the Company. For the 15 years
prior to June, 1995, Mr. Weiner was self-employed as a real estate and business
consultant.

DANIEL BENDER. Mr. Bender will become Senior Vice President and a director
of Colorado Satellite Broadcasting, Inc. upon completion of the Fifth Dimension
assets acquisition. Mr. Bender has been actively involved in the satellite
broadcasting industry for the past eleven years. In 1989, Mr. Bender founded
Satellite Source Programming, Inc. ("SSP"). SSP was responsible for the sale and
activation of 5 million C-band subscriber accounts through on-line service
marketing. In 1993, Mr. Bender launched T.V. Erotica, an adult satellite
subscription and pay-per-view service. Mr. Bender negotiated all key contracts
with AT&T, General Instrument, and Denver Uplink as part of his responsibilities
as CEO of T.V. Erotica. In 1995, T.V. Erotica's name was changed to XXXotica,
and the service was expanded to several European markets. In 1996, Mr. Bender
merged XXXotica with XTC Group to create Fifth Dimension, the largest C-band
satellite adult network in the world.

SCOTT D. WUSSOW. Mr. Wussow has eighteen years of accounting and finance
experience, and is a Certified Public Accountant. He joined the Company as Chief
Financial Officer on April 1, 1996. For the past five years before joining the
Company, Mr. Wussow was Chief Financial Officer for Hart Bornhoft Group, an
investment firm. He was responsible for financial reporting, systems
development, operations, compliance, and risk management. Previous to that, Mr.
Wussow was Controller at Neodata Services, a publisher services company, and was
Accounting Manager for a division of MCI Communications. While at MCI, Mr.
Wussow was department head for general accounting and special projects for the
Western Division start-up. Among his responsibilities was fixed asset accounting
for the network system and the establishment of the customer service call
center. Mr. Wussow graduated Magna Cum Laude from the University of Wisconsin at
Eau Claire with a B.A. degree in Accounting.

CLIVE C.N. NG. Mr. Ng is Deputy Chairman of Pacific Media PLC, a
publicly-listed UK company. Pacific Media PLC owns the United Artists Theaters
Asia with United Artists Theaters of the US and with TVB of Hongkong, the
Chinese Channel in Europe. Mr. Ng co-founded UIH Asia Holdings, a regional
partnership to develop Asian cable television markets, as well as Spectradyne
Asia, then the leader in the TV settop box business for hotels. In 1995 he led
Pacific Media's purchase of a key share in one of Hongkong's leading ISP's,
Hongkong Supernet. Mr. Ng earned a Bachelor of Arts degree from Syracuse
University's School of Management in 1983, and earned a Master's Degree in
Business Administration from New York University in 1985.

KOUNG Y. WONG. Mr. Wong was born in Canton, China in 1952 and immigrated to
the United States in 1969 with his family. He earned a Bachelor of Arts degree
from City College of San Francisco in 1975, and studied Architecture at the
University of California at Berkeley for one year. In 1976, Mr. Wong opened a
stereo store, Wong's Hi-Fi, in San Francisco. For the last 21 years, Mr. Wong
has been the president and sole shareholder of Wong's Audio-Visual, Inc. a
leading commerce electronics hardware and software distribution company based in
South San Francisco, California. Wong's Audio-Visual, Inc. includes a 20,000
square-foot corporate headquarters and distribution center and an 8,500
square-foot retail superstore in San Francisco.

No director or executive officer of the Company is related to any other
director or executive officer. None of the Company's officers or directors hold
any directorships in any other public company. There are currently two outside
directors on the Company's Board of Directors. The Company's compensation
committee is comprised of Messrs. Kreloff, Weiner, and Wong. The Company's audit
committee is comprised of Messrs. Kreloff, Ng and Wong. Fifth Dimension will be
entitled to name one nominee to the Company's Board of Directors upon completion
of the Fifth Dimension Assets Acquisition.

DIRECTOR COMPENSATION

None of the Company's directors received any compensation during the most
recent fiscal year for serving in his position as a director. No plans have been
adopted to compensate directors in the future; however, it is likely that during
fiscal 1998 the Board of Directors will adopt an employee stock option plan
which includes provision for stock options to be issued to directors.

53
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth the annual compensation paid to executive
officers of the Company for the fiscal year ended March 31, 1997. No executive
officer received annual compensation in excess of $100,000.
<TABLE>
<CAPTION>
NAME AND OTHER ANNUAL RESTRICTED STOCK
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARDS OPTIONS/ SARS
- ------------------------- --------- ----------- ----------- ------------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark H. Kreloff, CEO,
COO, Pres., and
Chairman............... 1997 0 15,000 0 0 0
Michael Weiner, Sr. V.P.,
Sec.-Treas. and
Director............... 1997 0 15,828 0 0
Andrew V. Brandt,
President, BIG......... 1997 75,695 3,125 0 0 0
Scott D. Wussow, CFO..... 1997 46,333 2,083 0 0 0

<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION LTIP PAYOUTS COMPENSATION
- ------------------------- ------------- ---------------
<S> <C> <C>
Mark H. Kreloff, CEO,
COO, Pres., and
Chairman............... 0 36,028
Michael Weiner, Sr. V.P.,
Sec.-Treas. and
Director............... 0 0
Andrew V. Brandt,
President, BIG......... 0 5,053
Scott D. Wussow, CFO..... 0 0
</TABLE>

Management anticipates adopting bonus and stock option plans during fiscal
1998. The current annual salaries of the executive officers of the Company are:
Mark H. Kreloff, Chief Executive Officer, $0; Andrew Brandt, Senior Vice
President, $75,695; Michael Weiner, Executive Vice President, Secretary and
Treasurer, $0; Scott Wussow, Chief Financial Officer, $50,000. Mr. Bender, who
will become President of CSB upon completion of the Fifth Dimension Assets
Acquisition, will be paid an annual salary of $100,000.

Upon completion of the Fifth Dimension Assets Acquisitions, the Company
intends to pay Messrs. Kreloff and Weiner salaries of $100,000 each per year.

The Company's Board of Directors may, at its discretion, award discretionary
bonuses in the future. It is anticipated that an independent compensation
committee will be established during 1998. The compensation committee will
establish salaries, incentives and other forms of compensation for directors,
officers and other employees of the Company, and establish and administer the
Company's benefit plans and recommend policies relating to such plans. Upon
completion of the Fifth Dimension transaction, Fifth Dimension will be entitled
to have one nominee sit on the Company's Board of Directors.

EMPLOYMENT AGREEMENTS

The Company has an employment agreement with Mr. Brandt. Such agreement will
continue through August, 2000, unless earlier terminated for cause, and provides
for annual compensation of $75,695. Mr. Brandt also has agreed not to solicit
the Company's customers for a period of 5 years after his employment ends;
however, courts frequently find noncompetition clauses in employment agreements
to be unenforceable, or restrict the duration or geographic scope of such
agreements. Accordingly, there can be no assurance that Mr. Brandt's agreement
not to solicit would be enforced by a court if challenged.

LIMITS ON LIABILITY AND INDEMNIFICATION

The Company's Articles of Incorporation eliminate the personal liability of
its directors to the Company and its shareholders for monetary damages for
breach of the directors' fiduciary duties in certain circumstances. The Articles
of Incorporation further provide that the Company will indemnify its officers
and directors to the fullest extent permitted by law. The Company believes that
such indemnification covers at least negligence and gross negligence on the part
of the indemnified parties. Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

CERTAIN TRANSACTIONS

In September, 1995, the Company purchased $65,000 of adult laserdisc format
titles from Elmfield IV, L.P. a related entity controlled by Mr. Kreloff,
through the issuance of preferred stock (see Notes 3 and 4 to the financial
statements filed herewith). During the six months ended September 30, 1997 and
1996 and the years ended March 31, 1997 and 1996, Disc Replication
International, a distributor owned in part by

54
<PAGE>
Mark H. Kreloff, the Company's President and CEO, withheld from sales of
$378,049, $1,242,439, $2,236,143 and $1,592,856 replicating costs of $324,887,
$451,035, $1,646,364 and $939,622 and management fees of $120,000, $230,000,
$470,000 and $262,500, respectively, all pursuant to the terms of a management
agreement between the Company and Disc Replication International. Included in
accounts receivable at March 31, 1997 and 1996 were $141,585 and $222,276,
respectively, from the related entity. Included in advances from related parties
at September 30, 1997 was $79,733 due to this related entity.

In June, 1995, the Company issued a three year note receivable in the amount
of $38,000 to Mr. Brandt, an officer of the Company. The note requires quarterly
interest only payments at a rate of 6.1 percent per annum. The principal is due
on August 31, 1998.

In addition on July 14, 1997 the Company obtained a $50,000 loan from an
entity controlled by a shareholder of the Company, the loan is secured by the
Company's common stock owned by the majority shareholders of the Company. The
loan bears interest at 10%, and was due on July 29, 1997. Subsequently, the loan
was extended to January 31, 1998.

The Company also leases certain equipment and office space from Elmfield IV,
L.P., on a month to month basis. During the years ended March 31, 1997 and 1996
the Company paid $116,549 and $98,212, respectively, to this entity relating to
these leases. Management believes the terms of these leases are commensurate
with terms that would be obtained from an unrelated third party lessor.

Certain of the Company's principals, or entities that the principals own
and/or control, have made loans to the Company and/or its subsidiaries. These
loans, totalling $139,573 are unsecured demand notes bearing interest at 8.5%
per annum and due on demand anytime after December 31, 1996. See "FINANCIAL
STATEMENTS." In addition, the Company lent Mr. Brandt $38,000 on June 1, 1995.
This loan is a below-market 6.1% quarterly interest-only loan, with the
principal due on August 31, 1998. The loan to Mr. Brandt was an isolated
transaction. On June 15, 1997, the Company's Board of Directors adopted a policy
prohibiting related party and below-market loans by the Company at any time
after June 15, 1997. In the future, the Company will not enter into transactions
and loans on terms that are no less favorable to the Company than those that can
be obtained from unaffiliated third parties. Forgiveness of loans must be
approved by a majority of the Company's independent directors who do not have an
interest in the transactions and who have access, at the Company's expense, to
the Company's or independent counsel.

On October 24, 1997, the Company obtained a $1 million unsecured conditional
(if the Company fails to obtain at least $1 million in alternate funding on or
before December 31, 1997), revocable line of credit from an entity controlled by
Stephen Cherner, a principal shareholder of the Company. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Liquidity" and "FINANCIAL STATEMENTS (Note 10)." The Company may
draw against this line of credit, subject to certain conditions, beginning
January 1, 1998 and continuing for nine months thereafter. Any drawn funds
accrue interest at the rate of 9 percent per annum.

The above-described ongoing and past transactions were not submitted for the
approval of a majority of the Company's independent directors who did not have
an interest in the transactions and who had access, at the Company's expense, to
the Company's or independent legal counsel. Such transactions rather were
approved by a majority of disinterested, but not independent, directors. Any
ongoing or future transactions between the Company and its officers, directors,
principal shareholders, or other affiliates will be on terms no less favorable
to the Company than could be obtained from unaffiliated third parties on an
arms-length basis and will be approved by a majority of the Company's
independent and disinterested directors. Any future loans to officers,
directors, principal shareholders, or affiliates will be made for a bonafide
business purpose, on terms no less favorable than could be obtained from
unaffiliated third parties and will be approved by a majority of the Company's
independent and disinterested directors. See "CERTAIN TRANSACTIONS."

55
<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this Prospectus and as
adjusted to give effect to the sale of the 1,500,000 Units offered hereby, the
number and percentage of shares of outstanding Common Stock owned by each person
owning at least 5% of the Company's Common Stock, each officer and director
owning stock, and all officers and directors as a group:

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER THE OFFERING(1)
NAME OF -------------------------- --------------------------
BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- ------------------------------------------------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Mark H. Kreloff(2)(3)....................................... 1,121,000 26.7% 1,121,000 19.7%
1050 Walnut Street, Suite 301
Boulder, CO 80302
Michael Weiner(2)........................................... 615,000 14.7 615,000 10.8
1050 Walnut Street, Suite 301
Boulder, CO 80302
Andrew V. Brandt(2)......................................... 279,500 6.7 279,500 4.9
1050 Walnut Street, Suite 301
Boulder, CO 80302
Maxim Corporation........................................... 475,000(4) 11.3 475,000(4) 8.3
1035 Pearl Street
Boulder, CO 80302
------------ --- ------------ ---
Total..................................................... 2,490,500 59.4% 2,490,500 43.7%
------------ --- ------------ ---
------------ --- ------------ ---
</TABLE>

- --------------------------

(1) Excludes exercise of warrants and options, including the Warrants,
Underwriters' Warrant, and assumes the Underwriters do not exercise their
Overallotment Option. Also excludes a minimum of 840,000 shares of Common
Stock and a warrant to purchase up to 400,000 shares of the Company's Common
Stock, to be issued to Fifth Dimension as part of the Fifth Dimension assets
acquisition.

(2) Officer and Director of the Company or of Company subsidiary. See
"MANAGEMENT."

(3) Includes 107,000 shares owned by Elmfield IV, Inc., a corporation in which
Mr. Kreloff holds a 50% ownership interest.

(4) 195,000 Common Shares owned by Stephen P. Cherner; 80,000 Common Shares
owned by Maxim Profit Sharing Plan; 200,000 Common Shares owned by Maxim
Corporation. Mr. Cherner is the owner of Maxim Corporation.

56
<PAGE>
DESCRIPTION OF SECURITIES

Prior to this Offering there were approximately 300 holders of record of the
Company's Common Stock. The Company is currently authorized to issue 50,000,000
shares of its Common Stock, par value $.0001 per share, and 5,000,000 shares of
its Preferred Stock, par value $.10 per share. As of the date of this
Prospectus, and prior to issuance of any shares of Common Stock to investors,
the Company has 4,195,368 shares of its Common Stock, and no shares of its
Preferred Stock, issued and outstanding. There are also warrants to purchase an
additional 835,666 shares of the Company's common stock issued and outstanding.

COMMON STOCK

Each holder of shares of Common Stock is entitled to one vote per share on
all matters to be voted on by shareholders. The holders of Common Stock are
entitled to receive dividends, if any, as may be declared from time to time by
the Board of Directors out of funds legally available therefor and, in the event
of liquidation, dissolution or winding-up of the Company, to share ratably in
all assets available for distribution, subject to the rights of the holders of
any Preferred Stock as described below.

Upon the liquidation, dissolution or winding up of the Company, the holders
of shares of Common Stock would be entitled to share PRO RATA in the
distribution of all of the Company's assets remaining available for distribution
after satisfaction of all its liabilities and the payment of the liquidation
preference of any outstanding Preferred Stock. The holders of Common Stock have
no preemptive or conversion rights. All shares of Common Stock outstanding
immediately following the Offering will be fully paid and are not subject to
further calls or assessments by the Company. There are no redemption or sinking
fund provisions applicable to the Common Stock.

PREFERRED STOCK

The Company's Articles of Incorporation, as amended, authorize the issuance
of up to 5,000,000 shares of Preferred Stock. The Board of Directors is
authorized, without further shareholder action, to issue such shares in one or
more series, and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, amounts payable upon liquidation and the number
of shares constituting any series or the designation of such series. If such
Preferred Stock is issued, it will rank senior to the Company's Common Stock in
respect of rights to receive dividends and to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Company. The issuance of Preferred Stock may have the effect of delaying,
deferring, discouraging or preventing a third party from acquiring a majority of
the outstanding voting stock of the Company or other change in control of the
Company without further action by the shareholders, and may adversely affect the
voting and other rights of the holders of the common Stock, including the loss
of voting control to others. The Board of Directors does not at present intend
to seek shareholder approval prior to issuing any such Preferred Stock, unless
required to do so by law.

SERIES A PREFERRED STOCK

On September 20, 1995, the Company's Board of Directors adopted a Statement
of Series Shares, defining a class of Preferred Stock to be issued as "Series
A." On September 20, 1995, the Company issued 10,000 shares of its Series A
Preferred Stock to Banco Financial, Inc., as payment in full of a promissory
note between DaViD and Banco Financial, Inc. The Series A Preferred shares were
convertible into 10,000 shares of the Company's common stock; on September 1,
1997, Banco Financial, Inc. returned the Series A Preferred Stock to the Company
and received no consideration or common shares.

SERIES B PREFERRED STOCK

On December 31, 1996, the Company's Board of Directors adopted a Statement
of Series Shares, defining a class of Preferred Stock to be issued as "Series
B." The Series B Preferred carries an 8% annual premium, payable annually, and
is convertible into shares of the Company's common stock pursuant to the

57
<PAGE>
terms of the Statement of Series Shares. On September 1, 1997 the Series B
Preferred Stock was converted into 2,857 shares of the Company's common stock.
There are no shares of Series B Preferred stock issued and outstanding as of the
date of this Prospectus.

The dividends in arrears on the Class A and B preferred stock were forgiven
by the holders of the preferred stock.

WARRANTS

The Warrants will be issued in registered form under, governed by, and
subject to the terms of a warrant agreement (the "Warrant Agreement") between
the Company and Corporate Stock Transfer, Inc. as warrant agent (the "Warrant
Agent"). The following statements are brief summaries of certain provisions of
the Warrant Agreement. Copies of the Warrant Agreement may be obtained from the
Company or the Warrant Agent and have been filed with the Commission as an
exhibit to the Registration Statement of which this Prospectus is a part.

Each Warrant entitles the holder thereof to purchase at any time one share
of Common Stock at an exercise price of $6.50 per share at any time after the
Common Stock and Warrants become separately tradeable until February 10, 2003.
The right to exercise the Warrants will terminate at the close of business on
February 10, 2003. The Warrants contain provisions that protect the Warrant
holders against dilution by adjustment of the exercise price in certain events,
including but not limited to stock dividends, stock splits, reclassification, or
mergers. A Warrant holder will not possess any rights as a shareholder of the
Company. Shares of Common Stock, when issued upon the exercise of the Warrants
in accordance with the terms thereof, will be fully paid and non-assessable.

Commencing six months after the date of this Prospectus, the Company may
redeem some or all of the Warrants at a call price of $0.05 per Warrant, upon
thirty (30) days' prior written notice if the closing sale price of the Common
Stock on the Nasdaq SmallCap Market has equaled or exceeded $8.00 for ten (10)
consecutive days.

The Warrants may be exercised only if a current prospectus relating to the
underlying Common Stock is then in effect and only if the shares are qualified
for sale or exempt from registration under the securities laws of the state or
states in which the purchaser resides. So long as the Warrants are outstanding,
the Company has undertaken to file all post-effective amendments to the
Registration Statement required to be filed under the Securities Act, and to
take appropriate action under federal law and the securities laws of those
states where the Warrants were initially offered to permit the issuance and
resale of the Common Stock issuable upon exercise of the Warrants. However,
there can be no assurance that the Company will be in a position to effect such
action, and the failure to do so may cause the exercise of the Warrants and the
resale or other disposition of the Common Stock issued upon such exercise to
become unlawful. The Company may amend the terms of the Warrants, but only by
extending the termination date or lowering the exercise price thereof. The
Company has no present intention of amending such terms. However, there can be
no assurances that the Company will not alter its position in the future with
respect to this matter.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, assuming the Underwriters do not exercise
their Overallotment Option, the Company will have 5,695,368 Common Shares, and
no Preferred Shares, outstanding. The Company will also have warrants issued and
outstanding which, if exercised in full, would require the Company to issue an
additional 835,666 shares of its common stock, excluding the Warrants,
Underwriters' Warrant and the warrant to be issued to Fifth Dimension.
Completion of the Fifth Dimension Assets Acquisition (840,000 shares of
restricted Common Stock plus a warrant to purchase 400,000 shares) and
subsequent conversion of all warrants issued and outstanding would result in the
Company having 7,921,034 shares of its Common Stock issued and outstanding,
assuming the Underwriters do not exercise their Overallotment Option and none of
the 1,500,000 Warrants registered hereby are exercised. All of the shares issued
upon exercise of warrants or options will initially be "restricted" from sale
and public transfer.

58
<PAGE>
In general, Rule 144 promulgated under the Securities Act provides that a
person (or persons whose shares are aggregated) who has beneficially owned
"restricted" shares for at least one year, including persons who may be deemed
affiliates of the Company, is entitled to sell within any three-month period a
number of shares of Common Stock that does not exceed the greater of one percent
(1%) of the then-outstanding shares of Common Stock of the Company, or the
average weekly trading volume of the Common Stock during the four calender weeks
preceding the date on which notice of the sale is filed with the Commission.
Sales under Rule 144 are subject to certain restrictions relating to manner of
sale, notice and the availability of current public information about the
Company. A person who is not an affiliate of the Company at any time during the
90 days preceding a sale, and who has beneficially owned shares for at least two
years, would be entitled to sell such shares immediately following the Offering
without regard to the volume limitations, manner of sale provisions or notice or
other requirements of Rule 144.

All of the Company's officers and directors have agreed to enter into
lock-up agreements with the Underwriters, precluding Rule 144 sales by such
persons for a minimum of 12 months from the date of this Prospectus.

LIMITATION OF LIABILITY; INDEMNIFICATION MATTERS AND DIRECTORS' AND OFFICERS'
INSURANCE

The Company's Bylaws require the Company, to the fullest extent permitted or
required by Colorado law, to (i) indemnify its directors against any and all
liabilities and (ii) advance any and all reasonable expenses, incurred in any
proceeding to which any such director is a party or in which such director is
deposed or called to testify as a witness because he or she is or was a director
of the Company. Generally, Colorado statutory law permits indemnification of a
director upon a determination that he or she acted in good faith and in a manner
he or she reasonabley believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The right to
indemnification granted in the Company's Bylaws is not exclusive of any other
rights to indemnification against liabilities or the advancement of expenses
which a director may be entitled to under any written agreement, Board
resolution, vote of stockholders, Colorado law or otherwise.

At present, the Company is not aware of any pending or threatened litigation
or proceeding involving a director, officer, employee or agent of the Company in
which indemnification would be required or permitted under the Company's Bylaws,
any indemnification agreement, or Colorado law.

TRANSFER AGENT AND WARRANT AGENT

The transfer agent for the Common Stock and the Warrant Agent for the
warrants is Corporate Stock Transfer, Inc., 370 Seventeenth Street, Suite 2350,
Denver, Colorado 80202, telephone (303) 595-3300.

59
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement among the
Company and the Underwriters named below (the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters named below has severally agreed to purchase from the Company,
the respective number of Units set forth opposite its name below:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF UNITS
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Centex Securities Incorporated............................................... 300,000
Kashner Davidson Securities Corporation...................................... 450,000
Cohig & Associates, Inc...................................................... 150,000
H. J. Meyers & Co., Inc...................................................... 150,000
Nutmeg Securities, Ltd....................................................... 150,000
The Malachi Group, Inc....................................................... 150,000
Joseph Charles & Associates, Inc............................................. 150,000
---------------
Total.................................................................... 1,500,000
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to purchase and pay for all of the Units offered
hereby, if any are taken.

The Underwriters propose to offer the Units in part directly to the public
at the offering price set forth on the cover page of this Prospectus, and in
part to certain securities dealers at such price less a concession of $.30 per
Unit. The Underwriters may allow, and such dealers may reallow, a concession not
in excess of $.30 per Unit to certain brokers and dealers. After the Units are
released for sale to the public, the offering price and other selling terms may
from time to time be varied by the Underwriters. In addition, the Company has
agreed to pay the Managing Underwriter a 3% nonaccountable expense allowance on
the aggregate initial public offering price of the Units, including Units
subject to the Overallotment Option, of which $70,000 has been paid.

The Company has reserved the right to conduct direct sales to certain
industry partners of up to 200,000 of the 1,500,000 Units being sold in this
Offering, at a price of $4.725 per Unit. To the extent the Company conducts
direct sales of Units, the number of Units offered by the underwriters will be
reduced by an equal number, and in no event will be less than 1,300,000 Units be
sold in the Public Offering. For example, if the Company directly sells 100,000
Units, then the Underwriting Agreement will cover, and the Underwriters will
purchase, 1,400,000 Units. Likewise, if the Company does not sell any Units
directly, then the Underwriting Agreement will cover, and the Underwriters will
purchase, all 1,500,000 Units offered in the Public Offering. The sale of Units
by the Company will be conducted pursuant to a Subscription Agreement to be
entered into between the Company and the investors. Pursuant to the terms of the
Subscription Agreement, the proceeds from any direct sales by the Company will
be held in escrow by Lehman & Eilen, the Company's counsel, and the proceeds and
subscriptions to purchase will only be accepted concurrent with, and subject to,
the Company's receipt of payment from the Underwriters for the balance of the
Units. The Company has the right pursuant to the Subscription Agreement to
reduce the number of direct sold Units in whole or in part. The Subscription
Agreement provides that the Company and the industry partners will indemnify the
escrow agent against certain liabilities. All direct sales will be made on
behalf of the Company by its executive officers, without the participation of
any brokers, agents or finders, and no commissions or other form of remuneration
will be paid to the executive officers based directly or indirectly on the offer
or sale of Units by the Company.

The Company has granted the Underwriters an Overallotment Option exercisable
for 30 days after the date of this Prospectus to purchase up to an aggregate of
225,000 additional Units solely to cover overallotments, if any. If the
Underwriters exercise their Overallotment Option, the Underwriters have
severally agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that

60
<PAGE>
the number of Units to be purchased by each of them, as shown in the table
above, bears to the 1,500,000 Units offered hereby.

The Company has agreed in the Underwriting Agreement not to offer, sell,
contract to sell, grant any option to purchase or otherwise dispose of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, subject to certain limited exceptions, for a
period of 12 months after the date of this Prospectus without the prior written
consent of the Underwriters. In addition, the Company's directors and executive
officers have agreed not to sell, contract to sell, grant any option to purchase
or otherwise dispose of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, other than as gifts,
pledges, and certain other transfers to persons who agree to the same
restrictions for a period of 12 months after the date of this Prospectus without
the prior written consent of the Underwriters.

The Company has agreed to sell to Centex Securities, Incorporated, the
Managing Underwriter, for nominal consideration, Underwriters' Warrants to
purchase 150,000 shares of Common Stock on the closing date of this offering.
The Underwriters' Warrants will have an exercise price equal to $6.75 per share
of common stock, and will be exercisable beginning on the first anniversary of
the date of this Prospectus and for a period of four years thereafter, and will
contain certain anti-dilution, registration rights, net issuance and exercise
provisions. Until the first anniversary date of this Prospectus, the
Underwriters' Warrants may not be sold, transferred, assigned or hypothecated,
except to the Underwriters or their officers, directors or partners, subject to
certain conditions and by will or operation of law.

At any time the Underwriters' Warrants are likely to be exercised, the
Company would probably be able to obtain additional equity capital on more
favorable terms. The Company has registered the Common Stock underlying the
Underwriters' Warrants under the 1933 Act. If the Company files a registration
statement relating to an equity offering under the provisions of the 1933 Act at
any time during the five-year period following the date of this Prospectus, the
holders of the Underwriters' Warrants or underlying Common Stock will have the
right, subject to certain conditions, to include in such registration statement,
at the Company's expense, all or part of the underlying Common Stock at the
request of the holders. Additionally, the Company has agreed, for a period of
five years commencing on the date of this Prospectus, on demand of the holders
of a majority of the Underwriters' Warrants or the Common Stock issued or
issuable thereunder, to register the Common Stock underlying the Underwriters'
Warrants one time at the Company's expense. The registration of securities
pursuant to the Underwriters' Warrants may result in substantial expense to the
Company at a time when it may not be able to afford such expense, and may impede
future financing. The Company may find that the terms on which it could obtain
additional capital may be adversely affected while the Underwriters' Warrants
are outstanding. The number of shares of Common Stock covered by the
Underwriters' Warrants and the exercise price are subject to adjustment under
certain events to prevent dilution.

In connection with the Offering, the Underwriters and their respective
affiliates may, in accordance with Regulation M under the Securities Exchange
Act of 1934 (the "Exchange Act"), engage in overallotment, stabilizing
transaction, syndicate covering transactions, penalty bids and other
transactions that stabilize, maintain or otherwise affect the market price for
the Common Stock. Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position, in which case the
Underwriter may engage in a syndicate covering transaction or may exercise the
Underwriters' Overallotment Option described above. Syndicate covering
transactions involve the purchase of Common Stock in the open market following
completion of the offering to cover all or a portion of a syndicate short
position. Penalty bids permit the Underwriters to reclaim a selling concession
from a syndicate member when Common Stock originally sold by such syndicate
member is purchased in a syndicate covering transaction to cover syndicate short
position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified minimum. Any
of the transactions described in this paragraph may cause the price of Common
Stock to be higher than it would otherwise be

61
<PAGE>
in the absence of such transactions. These transactions may be effected on the
Nasdaq SmallCap Market or otherwise and, if commenced, may be discontinued at
any time.

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act or to contribute to
payments the Underwriters may be required to make in respect of such
liabilities.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to copies
of each such agreement which are filed as exhibits to the Registration Statement
of which this Prospectus forms a part. See "Additional Information."

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will passed upon
for the Company by Combs & Associates, Boulder, Colorado. In connection with the
closing certain other matters will be passed upon for the Company by Lehman &
Eilen, Uniondale, New York. Certain legal matters will be passed upon for the
Underwriters by Luce, Forward, Hamilton & Scripps LLP, San Diego, California.

EXPERTS

The financial statements of the Company for the fiscal years ended March 31,
1997 and 1996 included in this Prospectus have been included in reliance on the
report of Spicer, Jeffries & Co., Denver, Colorado, independent accountants,
given on the authority of that firm as experts in accounting and auditing. The
financial statements of Fifth Dimension for the fiscal years ended March 31,
1997 and 1996 and incorporated by reference in this Prospectus have been
included in and incorporated herein in reliance on the report of Ernst & Young,
Chartered Accountants, given on the authority of that firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus omits
certain information contained in the Registration Statement and the exhibits and
schedules thereto. Statements contained herein concerning the provisions of any
documents are not necessarily complete, and in each instance reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference. The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected without charge at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661; 7 World Trade Center, New York, NY 10048; and 5670 Wilshire
Boulevard, Los Angeles, CA 90036. Copies of such materials may be obtained from
the public reference section of the Commission, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 upon payment of the prescribed fees.
The Commission maintains a web site that contains such reports and other
information regarding the Company at http://www.sec.gov.

62
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
PRO FORMA FINANCIAL STATEMENTS WITH RESPECT TO NFMI TRANSACTION

Introduction................................................................... F-2
Pro Forma Combined Balance Sheet, September 30, 1997........................... F-3
Notes to Pro Forma Combined Balance Sheet, September 30, 1997.................. F-4
Pro Forma Combined Statement of Operations for the six months ended September
30, 1997..................................................................... F-5
Notes to Pro Forma Combined Statement of Operations for the three months ended
September 30, 1997........................................................... F-6
Pro Forma Combined Statement of Operations for the year ended March 31, 1997... F-7
Notes to Pro Forma Combined Statement of Operations for the year ended March
31, 1997..................................................................... F-8

NEW FRONTIER MEDIA, INC.
Independent Auditors' Report of Spicer, Jeffries & Co. dated July 3, 1997...... F-9
Consolidated Balance Sheets, September 30, 1997 (unaudited), March 31, 1997 and F-10 -
1996......................................................................... F-11
Consolidated Statements of Operations, for the six months ended September 30,
1997 and 1996 (unaudited) and the years ended March 31, 1997 and 1996........ F-12
Consolidated Statements of Changes in Shareholders' Equity for the six months
ended September 30, 1997 (unaudited) and the years ended March 31, 1997 and
1996......................................................................... F-13
Consolidated Statements of Cash Flows for the six months ended September 30, F-14 -
1997 and 1996 (unaudited) and the years ended March 31, 1997 and 1996........ F-15
F-16 -
Notes to the Consolidated Unaudited and Audited Financial Statements........... F-25

FIFTH DIMENSION COMMUNICATION (BARBADOS) INC., 1043133 ONTARIO INC. AND MERLIN
SIERRA INC.

Auditors' Report of Ernst & Young dated June 27, 1997.......................... F-26
Combined Balance Sheets, September 30, 1997 (unaudited), March 31, 1997 and
1996 (audited)............................................................... F-27
Combined Statements of Income and Retained Earnings, for the six months ended
September 30, 1997 and 1996 (unaudited) and the years ended March 31, 1997
and 1996 (audited)........................................................... F-28
Combined Statements of Cash Flows for the six months ended September 30, 1997
and 1996 (unaudited) and the years ended March 31, 1997 and 1996 (audited)... F-29
F-30 -
Notes to the Unaudited and Audited Financial Statements........................ F-36
</TABLE>

F-1
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

INTRODUCTION TO PROFORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined balance sheet reflects (1) the
shares issued and proceeds received in connection with the public offering on
Form SB-2 registration statement as if it had occurred on September 30, 1997 (2)
the acquisition of certain assets of Fifth Dimension Communications (Barbados)
Inc., 1043133 Ontario Inc. and Merlin Sierra Inc. ("Fifth Dimension") and the
acquisition of videoplayback and broadcast uplink equipment from Fifth Dimension
Communications (1996) Corporation and 841161 Ontario Limited (two entities
related through common ownership of Fifth Dimension's shareholders) by Colorado
Satellite Broadcasting, Inc. ("CSB") a newly formed wholly owned subsidiary of
New Frontier Media, Inc. ("NFMI") through the issuance of NFMI's unissued common
stock, cash and debt, as if it had occurred on September 30, 1997.

The following unaudited pro forma combined statements of operations reflect
for the purposes of computing earnings per share the shares issued in connection
with the public offering on Form SB-2 registration statement and the issuance of
shares to Fifth Dimension for certain assets of Fifth Dimension, Fifth Dimension
Communication (1996) Corporation and 841161 Ontario Limited by NFMI as if it had
occurred on April 1, 1996. All shares issued are considered issued and
outstanding for all periods presented.

The public offering on Form SB-2 registration statement will add 1,500,000
shares of NFMI's common stock and $7,875,000 of proceeds received, less offering
expenses.

The acquisition of assets of Fifth Dimension will be accomplished though the
issuance of 840,000 shares of NFMI's unissued common stock, 400,000 warrants for
NFMI's common stock and $3,500,000 in cash.

The acquisition of Fifth Dimension will be accounted for under the purchase
method of accounting. Under the purchase method of accounting, assets acquired
are recorded at their fair values. No adjustments have been made in the pro
forma balance sheet to the carrying values of the Fifth Dimension assets
acquired; final determination of the fair values of such assets will be made at
the date of acquisition. Accordingly, the purchase price in excess of recorded
asset amounts acquired from Fifth Dimension will be allocated to intangible
assets. Management believes that the fair market value of the equipment and film
inventories approximate book value. Certain intangible assets purchased from
Fifth Dimension are considered to have an indefinite future value such as
tradenames, trademarks, etc. In addition the subscriber base and lists, which
generate the revenue, have a limited life of approximately six months to one
year. Fifth Dimension has been providing services to the owners of C-band
satellite dishes for the past three years. Fifth Dimension generated
approximately $12,000,000 of revenue for the year ended March 31, 1996 and
approximately $15,000,000 of revenue for the year ended March 31, 1997. Goodwill
is derived from the name recognition of their various channels, being a limited
provider of sexually explicit programming and having transponder leases in place
and related uplink facilities. An important part of the operations of Fifth
Dimension is maintaining the transponder leases. The benefits of the transponder
leases are inuring to NFMI in connection with the acquisition. Accordingly, the
goodwill amortization period will relate to the discounted estimated cash flows
generated by Fifth Dimension over a certain period of time and the length of the
transponder leases. The Company determined an adequate rate of return given the
risk. Thus, using the expected cash flows after taxes and a 17% discount rate,
the payback period was calculated to be in excess of 124 months. In addition,
the satellite transponder leases are for a period of five years with an option
to renew for an additional five years. Therefore, since the cash flow analysis
dictates a life in excess of 10 years and the transponder leases, with option,
have a life of ten years, it is appropriate in this circumstance to use 120
months as a proper amortization period. In future years, this analysis will be
updated to determine if the original selected amortization period was adequate,
with the amortization period being adjusted downward if necessary. In
Management's opinion the allocation of the purchase price and estimated
transaction costs incurred in the purchase will not differ materially from the
preliminary allocation used in these pro forma financial statements.

F-2
<PAGE>
NEW FRONTIER MEDIA, INC.

AND SUBSIDIARIES

PRO FORMA COMBINED BALANCE SHEET

SEPTEMBER 30, 1997

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENT, PRO FORMA AFTER
NEW FRONTIER PUBLIC OFFERING PUBLIC OFFERING
MEDIA, INC. AND ACQUISITION AND ACQUISITION
AND FIFTH OF OF FIFTH
SUBSIDIARIES DIMENSION FIFTH DIMENSION DIMENSION
-------------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and certificates of deposit.............. $ 533,456 $ 832,980 $ (3,560,000)(b) $ 3,549,706
6,576,250(a)
(832,980)(c)
Accounts receivable, net...................... 213,271 3,025,810 (3,025,810)(c) 213,271
Inventories................................... 739,258 -- -- 739,258
Other current assets.......................... 191,640 437,019 (237,019)(c) 391,640
-------------- ----------- ----------------- ---------------
Total current assets........................ 1,677,625 4,295,809 (1,079,559) 4,893,875
-------------- ----------- ----------------- ---------------
FURNITURE AND EQUIPMENT,
at cost--net.................................. 55,858 389,504 687,393(d) 1,132,755
-------------- ----------- ----------------- ---------------
OTHER ASSETS
Film exhibition rights........................ -- 646,938 -- 646,938
Notes receivable--officer..................... 38,000 -- -- 38,000
Other assets--net............................. 532,034 718,693 (718,693)(c) 532,034
Goodwill and intangible assets................ -- -- 5,836,165(b) 5,836,165
-------------- ----------- ----------------- ---------------
Total other assets.......................... 570,034 1,365,631 5,117,472 7,053,137
-------------- ----------- ----------------- ---------------
TOTAL ASSETS.............................. $ 2,303,517 $ 6,050,944 $ 4,725,306 $ 13,079,767
-------------- ----------- ----------------- ---------------
-------------- ----------- ----------------- ---------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.............................. $ 336,266 $ 1,230,577 $ (1,230,577)(c) $ 336,266
Lines of credit............................... 170,000 -- -- 170,000
Deferred revenue.............................. -- 1,800,850 (1,800,850)(c) --
Income tax payable............................ -- 394,517 (394,517)(c) --
Notes payable................................. 500,000 -- -- 500,000
Other liabilities............................. 235,430 -- -- 235,430
-------------- ----------- ----------------- ---------------
Total current liabilities................... 1,241,696 3,425,944 (3,425,944) 1,241,696
-------------- ----------- ----------------- ---------------
LONG-TERM DEBT.................................. 9,349 -- -- 9,349
-------------- ----------- ----------------- ---------------
MINORITY INTEREST IN SUBSIDIARY................. 262,664 -- -- 262,664
-------------- ----------- ----------------- ---------------
SHAREHOLDERS' EQUITY:
Common stock.................................. 420 272 84(b) 654
(272)(c)
150(a)
Additional paid-in capital.................... 1,780,516 -- 4,199,916(b) 12,556,532
6,576,100(a)
Retained earnings (deficit)................... (991,128) 2,624,728 (2,624,728)(c) (991,128)
-------------- ----------- ----------------- ---------------
TOTAL SHAREHOLDERS' EQUITY.................. 789,808 2,625,000 8,151,250 11,566,058
-------------- ----------- ----------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY.................................... $ 2,303,517 $ 6,050,944 $ 4,725,306 $ 13,079,767
-------------- ----------- ----------------- ---------------
-------------- ----------- ----------------- ---------------
</TABLE>

See Notes to Pro Forma Combined Balance Sheets.

F-3
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED BALANCE SHEET

SEPTEMBER 30, 1997

(a) Adjustment to record common stock issued in public offering of securities on
Form SB-2 registration statement. (1,500,000 shares of common stock and net
proceeds of $6,576,250)

(b) Adjustment to record issuance of 840,000 shares of common stock valued at
$4,200,000 and $3,500,000 in cash for certain assets of Fifth Dimension,
Fifth Dimension Communications (1996) Corporation and 841161 Ontario
Limited. In addition, NFMI will incur approximately $60,000 in direct
acquisition costs relating to the purchase of Fifth Dimension resulting in
$5,836,165 of goodwill and intangible assets.

(c) Adjustment to remove certain assets and liabilities not purchased or assumed
by NFMI from Fifth Dimension relating to (b) above.

(d) Adjustment to record acquisition of videoplayback and broadcast uplink
equipment from Fifth Dimension Communications (1996) Corporation and 841161
Ontario Limited relating to (b) above.

F-4
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
PRO FORMA
NEW FRONTIER ADJUSTMENTS PRO FORMA AFTER
MEDIA, INC. AND FIFTH ACQUISITION OF ACQUISITION OF
SUBSIDIARIES DIMENSION FIFTH DIMENSION FIFTH DIMENSION
---------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
SALES, net..................................... $ 727,775 $ 5,975,842 $ -- $ 6,703,617
COST OF SALES.................................. 627,053 3,895,078 -- 4,522,131
---------------- ------------ --------------- ----------------
GROSS PROFIT................................... 100,722 2,080,764 -- 2,181,486
---------------- ------------ --------------- ----------------
OPERATING EXPENSES:
Occupancy and equipment...................... 88,728 176,255 (117,061)(e) 201,096
53,174(f)
Legal and professional....................... 39,907 150,417 -- 190,324
Advertising and promotion.................... 145,981 349,430 (38,326)(c) 457,085
Salaries, wages and benefits................. 222,597 735,524 (96,166)(d) 861,955
Communications............................... 21,350 95,456 -- 116,806
General and administrative................... 93,948 233,359 -- 327,307
Research and development..................... 7,048 -- -- 7,048
Consulting................................... 31,009 2,523 -- 33,532
Amortization of goodwill and intangible
assets..................................... -- -- 291,808(h) 291,808
---------------- ------------ --------------- ----------------
Total operating expenses................... 650,568 1,742,964 93,429 2,486,961(i)
---------------- ------------ --------------- ----------------
OTHER INCOME (EXPENSE)
Licensing fees and royalties, net............ 79,885 -- -- 79,885
Interest, net................................ (4,138) (4,353) -- (8,491)
---------------- ------------ --------------- ----------------
Total other income (expense)............... 75,747 (4,353) -- 71,394
---------------- ------------ --------------- ----------------
Net income (loss) before minority interest
and income taxes........................... (474,099) 333,447 (93,429) (234,081)
Minority interest in loss of subsidiary........ 42,779 -- -- 42,779
Income tax (expense) benefit................... -- (17,477) 15,681(g) (1,796)
---------------- ------------ --------------- ----------------
NET INCOME (LOSS).............................. $ (431,320) $ 315,970 $ (77,748) $ (193,098)
---------------- ------------ --------------- ----------------
---------------- ------------ --------------- ----------------
NET INCOME (LOSS) PER SHARE OF COMMON STOCK.... $ (.10) $ (.03)
---------------- ----------------
---------------- ----------------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.................................. 4,195,321(a) 6,535,321(b)
---------------- ----------------
---------------- ----------------
</TABLE>

See Notes to Pro Forma Combined Statement of Operations.

F-5
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997

(a) The weighted average number of shares outstanding of NFMI at September 30,
1997.

(b) The weighted average number of shares outstanding after the acquisition
represents 1,500,000 common shares of NFMI issued in the public offering on
Form SB-2 registration statement and 840,000 shares issued to Fifth
Dimension in connection with the acquisition of certain assets from Fifth
Dimension, Fifth Dimension Communications (1996) Corporation and 841161
Ontario Limited. All shares issued are considered issued and outstanding for
the entire period.

(d) Marketing office closed and to be operated from existing Boulder, Colorado
office of NFMI.

(e) To remove rental expense on videoplayback and broadcast uplink equipment
paid to Fifth Dimension Communications (1996) Corporation and 841161 Ontario
Limited.

(f) To add actual depreciation recorded by Fifth Dimension Communications (1996)
Corporation and 841161 Ontario Limited on videoplayback and broadcast uplink
equipment.

(g) To adjust income taxes to United States tax rates on adjusted pro forma net
income.

(h) Amortization of goodwill and intangible assets ($5,836,165 / 120 months X 6
months).

(i) Should Fifth Dimension not realize the benefit of the registrant incurring
expenses on its behalf but instead operating on a stand alone basis, total
expenses would be $2,647,014.

F-6
<PAGE>
NEW FRONTIER MEDIA INC.
AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
NEW FRONTIER PRO FORMA PRO FORMA
MEDIA, INC. ADJUSTMENTS AFTER
AND FIFTH ACQUISITION OF ACQUISITION OF
SUBSIDIARIES DIMENSION FIFTH DIMENSION FIFTH DIMENSION
-------------- ------------- ---------------- ------------------
<S> <C> <C> <C> <C>
SALES, net................................. $ 2,515,802 $ 15,044,139 $ -- $ 17,559,941
COST OF SALES.............................. 2,217,812 9,560,847 -- 11,778,659
-------------- ------------- ---------------- ------------------
GROSS PROFIT............................... 297,990 5,483,292 -- 5,781,282
-------------- ------------- ---------------- ------------------
OPERATING EXPENSES:
Occupancy and equipment.................. 190,675 357,356 (138,696)(g) 522,633
113,298(h)
Legal and professional................... 67,625 213,889 -- 281,514
Advertising and promotion................ 199,238 530,301 (78,980)(d) 650,559
Salaries, wages and benefits............. 236,017 1,650,714 (415,727)(e) 1,471,004
Commissions.............................. -- 363,457 (305,982)(f) 57,475
Communications........................... 32,137 254,398 -- 286,535
General and administrative............... 129,615 735,280 -- 864,895
Consulting............................... 76,035 -- -- 76,035
Amortization of goodwill and intangible
assets................................. -- -- 583,617(j) 583,617
-------------- ------------- ---------------- ------------------
Total operating expenses............... 931,342 4,105,395 (242,470) 4,794,267(k)
-------------- ------------- ---------------- ------------------
OTHER INCOME (EXPENSE)
Licensing fees and royalties............. 191,995 -- -- 191,995
Interest, net............................ 17,714 (158,749) -- (141,035)
Loss on investment shares................ -- (220,000) 220,000(c) --
Other, net............................... (27,193) -- -- (27,193)
-------------- ------------- ---------------- ------------------
Total other income (expense)........... 182,516 (378,749) 220,000 23,767
-------------- ------------- ---------------- ------------------
Net income (loss) before minority
interest and income taxes.............. (450,836) 999,148 462,470 1,010,782
Minority interest in loss of subsidiary.... 64,806 -- -- 64,806
Income taxes............................... -- (101,850) (424,774)(i) (526,624)
-------------- ------------- ---------------- ------------------
NET INCOME (LOSS).......................... $ (386,030) $ 897,298 $ 37,696 $ 548,964
-------------- ------------- ---------------- ------------------
-------------- ------------- ---------------- ------------------
NET INCOME (LOSS) PER SHARE OF COMMON
STOCK.................................... $ (.09) $ .08
-------------- ------------------
-------------- ------------------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING.............................. 4,188,459(a) 6,531,316(b)
-------------- ------------------
-------------- ------------------
</TABLE>

See Notes to Pro Forma Combined Statement of Operations.

F-7
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 1997

(a) The weighted average number of shares outstanding of NFMI represents the
original weighted average shares outstanding for the year ended March 31,
1997.

(b) The weighted average number of shares outstanding after the acquisition
represents the 1,500,000 common shares of NFMI issued in the public offering
on Form SB-2 registration statement, and 840,000 shares issued to Fifth
Dimension in connection with the acquisition of certain assets from Fifth
Dimension and the conversion of and retirement of 15,000 preferred shares to
2,857 common shares. All shares issued are considered issued and outstanding
for the entire year.

(d) Entertainment expense related to stadium skybox that is discontinued.

(e) Marketing office closed and to be operated from existing Boulder, Colorado
office of NFMI.

(f) Consulting payments paid to third party which will no longer be used in
Satellite operations.

(g) To remove rental expense on videoplayback and broadcast uplink equipment
paid to Fifth Dimension Communications (1996) Corporation and 841161 Ontario
Limited.

(h) To add actual depreciation recorded by Fifth Dimension Communications (1996)
Corporation and 841161 Ontario Limited on videoplayback and broadcast uplink
equipment.

(i) To increase income taxes to United States tax rates on adjusted pro forma
net income.

(j) Amortization of goodwill and intangible assets (5,836,165 / 120 months).

(k) Should Fifth Dimension not realize the benefit of the registrant incurring
expenses on its behalf but instead operating on a stand alone basis, total
expenses would be $5,235,392.

F-8
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors
New Frontier Media, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of New Frontier
Media, Inc. and Subsidiaries as of March 31, 1997 and 1996, and the related
consolidated statements of operations, changes in shareholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of New Frontier
Media, Inc. and Subsidiaries as of March 31, 1997 and 1996, and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.

SPICER, JEFFRIES & CO.

Denver, Colorado
July 3, 1997

F-9
<PAGE>
NEW FRONTIER MEDIA INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND 1996 AND SEPTEMBER 30, 1997 (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31, MARCH 31,
1997 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
(UNAUDITED)
CURRENT ASSETS
Cash--restricted (Note 4)............................................ $ 296,015 $ 109,387 $ 48,523
Investment in certificates of deposit--restricted
(Notes 4 and 7).................................................... 237,441 750,000 --
Accounts receivable (Notes 1 and 3).................................. 213,271 212,370 222,276
Inventories (Note 1)................................................. 739,258 659,503 354,089
Prepaid distribution rights (Note 1)................................. 66,750 82,250 94,500
Common stock subscribed.............................................. -- -- 20,000
Income tax receivable................................................ -- -- 72,500
Other................................................................ 124,890 68,225 48,990
------------- ------------ ------------
Total current assets............................................... 1,677,625 1,881,735 860,878
------------- ------------ ------------
FURNITURE AND EQUIPMENT, at cost (Note 1).............................. 86,740 65,552 39,314
Less: accumulated depreciation and amortization...................... (30,882) (22,661) (10,479)
------------- ------------ ------------
Net furniture and equipment........................................ 55,858 42,891 28,835
------------- ------------ ------------
OTHER ASSETS
Notes receivable--officer (Note 3)................................... 38,000 38,000 38,000
Accounts receivable--retainage (Note 1).............................. 96,635 88,844 77,053
Deferred offering costs (Note 1)..................................... 277,151 -- --
Other................................................................ 158,248 135,001 12,583
------------- ------------ ------------
Total other assets................................................. 570,034 261,845 127,636
------------- ------------ ------------
$ 2,303,517 $ 2,186,471 $ 1,017,349
------------- ------------ ------------
------------- ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-10
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 1997 AND 1996 AND SEPTEMBER 30, 1997 (UNAUDITED)

LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1997 1996
SEPTEMBER 30, ------------ ------------
1997
-------------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable..................................................... $ 256,533 $ 125,928 $ 186,742
Advances from related parties (Note 3)............................... 79,733 -- --
Notes payable--related parties (Note 2).............................. 189,573 139,573 139,573
Note payable (Note 2)................................................ 500,000 -- --
Current portion of obligations under capital lease (Note 6).......... 6,091 5,139 --
Lines of credit (Note 7)............................................. 170,000 341,274 --
Other accrued liabilities............................................ 39,766 45,416 15,562
------------- ------------ ------------
Total current liabilities........................................ 1,241,696 657,330 341,877
LONG-TERM DEBT
Obligations under capital leases (Note 6)............................ 9,349 12,926 --
------------- ------------ ------------
Total liabilities................................................ 1,251,045 670,256 341,877
------------- ------------ ------------
MINORITY INTEREST IN SUBSIDIARY (Notes 1 and 4)........................ 262,664 305,443 --
------------- ------------ ------------

COMMITMENTS AND CONTINGENCIES (Notes 4, 6 and 10)

SHAREHOLDERS' EQUITY (Notes 1 and 4):
Common stock, $.0001 par value, 50,000,000 shares authorized,
4,195,368, 4,189,000 and 4,175,250, shares issued and outstanding,
respectively....................................................... 420 419 418
Preferred stock, $.10 par value, 5,000,000 shares authorized:
Class A, -0-, 10,000 and 10,000 shares issued and outstanding,
respectively..................................................... -- 1,000 1,000
Class B, -0-, 5,000 and -0- shares issued and outstanding,
respectively..................................................... -- 500 --
Additional paid-in capital........................................... 1,780,516 1,768,661 847,832
Deficit.............................................................. (991,128) (559,808) (173,778)
------------- ------------ ------------
Total shareholders' equity....................................... 789,808 1,210,772 675,472
------------- ------------ ------------
$ 2,303,517 $ 2,186,471 $ 1,017,349
------------- ------------ ------------
------------- ------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-11
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER
30, YEAR ENDED MARCH 31,
-------------------------- --------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
(UNAUDITED)
SALES, net............................................... $ 727,775 $ 1,322,094 $ 2,515,802 $ 2,565,671
COST OF SALES............................................ 627,053 1,074,626 2,217,812 1,843,765
------------ ------------ ------------ ------------
GROSS PROFIT............................................. 100,722 247,468 297,990 721,906
------------ ------------ ------------ ------------
OPERATING EXPENSES
Occupancy and equipment................................ 88,728 75,488 190,675 118,960
Legal and professional................................. 39,907 10,842 67,625 96,101
Advertising and promotion.............................. 145,981 77,018 199,238 225,319
Salaries, wages and benefits........................... 222,597 87,246 236,017 184,282
Communications......................................... 21,350 14,560 32,137 22,609
General and administrative............................. 93,948 72,838 129,615 60,942
Research and development............................... 7,048 -- -- 8,851
Consulting............................................. 31,009 25,591 76,035 65,281
Abandoned project costs................................ -- -- -- 25,316
------------ ------------ ------------ ------------
Total operating expenses............................. 650,568 363,583 931,342 807,661
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Licensing fees and royalties........................... 95,283 117,812 191,995 157,106
Licensing commissions.................................. (15,398) (22,104) (27,193) (54,665)
Interest income........................................ 21,265 4,116 37,736 4,152
Interest expense....................................... (25,403) (5,958) (20,022) (15,561)
------------ ------------ ------------ ------------
Total other income................................... 75,747 93,866 182,516 91,032
------------ ------------ ------------ ------------
Net income (loss) before income and minority interest
taxes.............................................. (474,099) (22,249) (450,836) 5,277
INCOME TAXES (Notes 1 and 5)............................. -- (2,454) -- (12,147)
------------ ------------ ------------ ------------
Net loss before minority interest.................... (474,099) (24,703) (450,836) (6,870)
Minority interest in loss of subsidiary.................. 42,779 -- 64,806 --
------------ ------------ ------------ ------------
NET LOSS................................................. $ (431,320) $ (24,703) $ (386,030) $ (6,870)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
NET LOSS PER COMMON SHARE (Note 1)....................... $ (.10) $ (.01) $ (.09) $ *
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
WEIGHTED AVERAGE SHARES OUTSTANDING (Note 1)............. 4,195,321 4,188,583 4,188,459 4,051,896
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

* less than $.01 per share

See accompanying notes to consolidated financial statements.

F-12
<PAGE>
NEW FRONTIER MEDIA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

MARCH 31, 1997 AND 1996 AND SEPTEMBER 30, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
CLASS B
PREFERRED
CLASS A PREFERRED STOCK
COMMON STOCK STOCK -----------
----------------------------------------------- ----------------------
$0.10 PAR
NO PAR VALUE $0.0001 PAR VALUE $0.10 PAR VALUE VALUE
---------------------- ----------------------- ---------------------- -----------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES
----------- --------- ---------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, March 31, 1995................ 4,000 $ 80,000 -- $ -- -- $ -- --
Contribution of capital............... -- 3,250 -- -- -- -- --
Reverse acquisition of National
Securities Holding Corporation (Note
1).................................. (4,000) (83,250) 4,000,000 400 -- -- --
Issuance of Class A preferred stock... -- -- -- -- 10,000 1,000 --
Issuance of common stock.............. -- -- 175,250 18 -- -- --
Net loss.............................. -- -- -- -- -- -- --
----------- --------- ---------- ----- --------- ----------- -----------
BALANCES, March 31, 1996................ -- -- 4,175,250 418 10,000 1,000 --
Issuance of subsidiary's common stock,
less offering costs of $11,085...... -- -- -- -- -- -- --
Issuance of Class B preferred stock,
less offering costs of $6,663....... -- -- -- -- -- -- 5,000
Issuance of common stock, less
offering costs of $10,922........... -- -- 20,000 2 -- -- --
Retirement of common stock............ -- -- (6,250) (1) -- -- --
Net loss.............................. -- -- -- -- -- -- --
----------- --------- ---------- ----- --------- ----------- -----------
BALANCES, March 31, 1997................ -- -- 4,189,000 419 10,000 1,000 5,000
Retirement and conversion of preferred
stock (Note 4)...................... -- -- 2,857 1 (10,000) (1,000) (5,000)
Issuance of common stock.............. -- -- 10,511 1 -- -- --
Retirement of common stock............ -- -- (7,000) (1) -- -- --
Net loss.............................. -- -- -- -- -- -- --
----------- --------- ---------- ----- --------- ----------- -----------
BALANCES, September 30, 1997............ -- $ -- 4,195,368 $ 420 -- $ -- --
----------- --------- ---------- ----- --------- ----------- -----------
----------- --------- ---------- ----- --------- ----------- -----------

ADDITIONAL
PAID-IN
AMOUNT CAPITAL DEFICIT
----------- ----------- ----------
<S> <C> <C> <C>
BALANCES, March 31, 1995................ $ -- $ -- $ (166,908)
Contribution of capital............... -- -- --
Reverse acquisition of National
Securities Holding Corporation (Note
1).................................. -- 82,850 --
Issuance of Class A preferred stock... -- 64,000 --
Issuance of common stock.............. -- 700,982 --
Net loss.............................. -- -- (6,870)
----- ----------- ----------
BALANCES, March 31, 1996................ -- 847,832 (173,778)
Issuance of subsidiary's common stock,
less offering costs of $11,085...... -- 863,915 --
Issuance of Class B preferred stock,
less offering costs of $6,663....... 500 12,837 --
Issuance of common stock, less
offering costs of $10,922........... -- 69,076 --
Retirement of common stock............ -- (24,999) --
Net loss.............................. -- -- (386,030)
----- ----------- ----------
BALANCES, March 31, 1997................ 500 1,768,661 (559,808)
Retirement and conversion of preferred
stock (Note 4)...................... (500) 1,499 --
Issuance of common stock.............. -- 47,533 --
Retirement of common stock............ -- (37,177) --
Net loss.............................. -- -- (431,320)
----- ----------- ----------
BALANCES, September 30, 1997............ $ -- $ 1,780,516 $ (991,128)
----- ----------- ----------
----- ----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-13
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, YEARS ENDED MARCH 31,
----------------------- -----------------------
1997 1996 1997 1996
---------- ----------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................................... $ (431,320) $ (24,703) $ (386,030) $ (6,870)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization............................................. 8,221 -- 12,244 7,807
Issuance of common stock for services..................................... 15,000 -- -- --
Increase (decrease) in accounts payable................................... 210,338 (11,476) (60,814) 170,491
(Increase) decrease in accounts receivable................................ (8,692) 4,004 (1,885) (233,997)
Increase in inventories................................................... (79,755) (232,377) (305,414) (326,929)
(Increase) decrease in prepaid distribution rights........................ 15,500 (8,127) 12,250 (94,500)
(Increase) decrease in income tax receivable.............................. -- 60,000 72,500 (72,500)
Increase in other accrued liabilities..................................... (5,650) 9,523 29,854 15,562
Minority interest in loss of subsidiary................................... (42,779) -- (64,806) --
---------- ----------- ----------- ----------
Net cash used in operating activities................................... (319,137) (203,156) (692,101) (540,936)
---------- ----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture......................................... (21,188) (4,470) (6,928) (17,732)
Increase in notes receivable--officer....................................... -- -- -- (38,000)
(Increase) decrease in other assets......................................... (54,912) 964 (141,715) (59,309)
(Purchase) redemption of certificates of deposit............................ 512,559 -- (750,000) --
---------- ----------- ----------- ----------
Net cash provided by (used in) investing activities....................... 436,459 (3,506) (898,643) (115,041)
---------- ----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligation........................................ (2,625) -- (1,245) --
Payments on line of credit.................................................. (341,275) -- -- --
Proceeds from line of credit................................................ 170,000 -- 341,274 --
Proceeds from notes payable................................................. 550,000 -- -- --
Payments of notes payable................................................... -- -- -- (45,427)
Issuance of common stock, net of offering costs............................. 7,534 89,078 89,078 681,000
Retirement of common stock.................................................. (37,177) -- (25,000) --
Issuance of preferred stock, net of offering costs.......................... -- -- 13,337 65,000
Contribution of capital..................................................... -- -- -- 3,250
Issuance of subsidiary's common stock, net of offering costs................ -- 863,915 863,915 --
Increase in deferred offering costs......................................... (277,151) -- -- --
Increase in minority interest, net of offering
costs of $4,751........................................................... -- 370,249 370,249 --
---------- ----------- ----------- ----------
Net cash provided by financing activities................................. 69,306 1,323,242 1,651,608 703,823
---------- ----------- ----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-14
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONCLUDED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31,
------------------------ ---------------------
1997 1996 1997 1996
---------- ------------ ---------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET INCREASE IN CASH............................................ $ 186,628 $ 1,116,580 $ 60,864 $ 47,846
CASH, BEGINNING OF PERIOD....................................... 109,387 48,523 48,523 677
---------- ------------ ---------- ---------
CASH, END OF PERIOD............................................. $ 296,015 $ 1,165,103 $ 109,387 $ 48,523
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid................................................. $ 11,040 $ 301 $ 5,487 $ --
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
Income taxes paid............................................. $ -- $ -- $ -- $ 12,147
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Common stock subscribed....................................... $ -- $ (20,000) $ -- $ 20,000
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
Purchase of equipment via capital lease obligation............ $ -- $ -- $ 19,310 $ --
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
Common stock issued for services.............................. $ 40,000 $ -- $ -- $ --
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
Preferred stock class A and B converted
to common stock............................................. $ 1,500 $ -- $ -- $ --
---------- ------------ ---------- ---------
---------- ------------ ---------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

F-15
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION, BUSINESS, AND CONSOLIDATION

The Company was incorporated on July 26, 1995 as New Frontier Media, Inc.
and subsequently changed its name to Old Frontier Media, Inc. ("OFMI"). On July
31, 1995, OFMI acquired 100% of the outstanding common stock of Boulder
Interactive Group, Inc. ("BIG") (a developer and publisher of entertainment and
educational computer software on CD-ROM), incorporated on June 3, 1994, for 100%
of OFMI's outstanding common stock. In addition, on July 31, 1995 OFMI
capitalized two subsidiaries, David Entertainment, Inc. ("DVD") (distributor of
adult laserdisc and digital video disc format titles) and FUZZY Entertainment,
Inc. ("FUZZY") (developer and distributor of fine art posters and decorative art
posters).

On September 15, 1995, the shareholders of National Securities Holding
Corporation ("NSHC") approved an exchange of common stock of NSHC for the
outstanding common stock of Old Frontier Media, Inc. ("OFMI") and a name change
from NSHC to New Frontier Media, Inc. ("NFMI"). As a result of this transaction,
NFMI owns OFMI as a wholly owned subsidiary. OFMI is presently the only
operating subsidiary (through its subsidiaries BIG, DVD, and FUZZY) of NFMI. The
stock exchange between NSHC and OFMI has been considered a reverse acquisition.
Under reverse acquisition accounting, OFMI was considered the acquiror for
accounting and financial reporting purposes, and acquired the assets and assumed
the liabilities of NSHC. The acquisition was accomplished through the exchange
of all the outstanding common stock of OFMI for 3,720,000 shares of common stock
and 40,000 shares of preferred stock (after giving effect to the conversion of
the preferred stock to common stock and then giving effect to a 1-for 2,034.66
reverse stock split of NSHC's common stock) representing a controlling interest
in NSHC. On September 20, 1996, Quarto Holdings, Inc. ("Quarto") purchased 1,714
newly issued common shares of BIG for a 30% minority interest (see Note 4).

The accompanying consolidated financial statements include the historical
accounts of BIG for all periods and the accounts of NFMI since September 15,
1995 and OFMI, DVD and FUZZY since inception. As a result of the issuance of the
common stock of BIG as mentioned above the accompanying financial statements
include 100% of the operations of BIG through September 20, 1996, and the
minority interest in net loss of subsidiary represents 30% of the operations of
BIG after that date. All intercompany accounts and transactions, have been
eliminated in consolidation. The September 30, 1997 and 1996 amounts included
herein are unaudited. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, cash flows and changes in
shareholders equity at September 30, 1997 and 1996 have been made.

ACCOUNTS RECEIVABLE

In connection with BIG's sales and distribution of its products, BIG's major
distributor withholds 10% of its sales for returns from retailers. Per the
agreement dated December 23, 1994 with the distributor, these funds will be
retained until the agreement is terminated, but at no time shall the reserve
exceed the lesser of $150,000, or 10% of the total net receipts for the previous
twelve months. The agreement automatically renews after its three year term on a
year to year basis unless terminated by either party upon 180 days written
notice. At September 30, 1997, March 31, 1997 and 1996, retention amounts were

F-16
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
$96,635, $88,844 and $77,053, respectively. In addition, included in accounts
receivable at September 30, 1997 and March 31, 1997 is $(5,416) and $17,141 from
this distributor.

INVENTORIES

Inventories consist of CD-ROM and laserdisc products which are acquired or
internally developed. These costs include acquisition, production, duplication
and the physical packaging of the products and are charged to cost of sales as
sales are made over the number of units estimated to be sold. It is the
Company's policy to evaluate these products for net realizable value on a
product-by-product basis.

FURNITURE AND EQUIPMENT

Furniture and equipment are stated at cost. The cost of maintenance and
repairs is charged to operations as incurred; significant additions and
betterments are capitalized. Depreciation is computed using accelerated and
straight-line methods over the estimated useful lives of three to five years.

INCOME TAXES

Concurrent with the stock exchange discussed above, BIG terminated its
subchapter S election effective July 31, 1995. The Company files a consolidated
income tax return with its subsidiaries in which the Company has an 80% or
greater interest.

CASH FLOWS

For purposes of reporting cash flows, cash includes those investments which
are short-term in nature (three months or less to original maturity), are
readily convertible to cash, and represent insignificant risk of changes in
value.

DEFERRED OFFERING COSTS

Deferred offering costs represent costs incurred in connection with the
proposed public offering. In the event that such offering is successful, costs
incurred and additional costs incurred subsequent will be charged against the
proceeds of the offering. If the offering is not successful, the costs will be
charged to operations.

PREPAID DISTRIBUTION RIGHTS

Prepaid distribution rights include laserdisc and digital disc format title
rights purchased under agreements with related (see Note 3) and non-related
entities for replication and distribution. As these format titles are placed in
production, included in inventory, they will be charged to cost of sales as
sales are made over the number of units estimated to be sold.

F-17
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RESEARCH AND DEVELOPMENT COSTS

All costs incurred to establish technological feasibility of the Company's
CD-ROM products are expensed as incurred. The majority of these costs are
contract services.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, certificates of deposits, accounts receivable,
accounts payable and notes receivable and payable approximates fair value.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

STOCK WARRANTS

The Company follows the intrinsic value based method of accounting as
prescribed by APB 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, for its
stock-based compensation. Under the Company's stock warrant issuances, the
exercise price is in excess of the fair value of the warrants at the grant date
and no compensation cost is recognized.

NET LOSS PER SHARE OF COMMON STOCK

Net loss per share of common stock is based on the weighted average number
of shares of common stock outstanding, giving effect to the reverse acquisition
and reverse stock split of NFMI discussed above. Common stock equivalents are
not included in the weighted average calculation since their effect would be
anti-dilutive. Preferred dividends of $2,020, $1,354, $3,417 and $1,718 have
been added back to the net loss to arrive at net loss per common share for the
six months ended September 30, 1997 and 1996 and years ended March 31, 1997 and
1996, respectively.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current
year presentation.

F-18
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 2--NOTES PAYABLE

<TABLE>
<CAPTION>
MARCH 31,
----------------------
1997 1996
SEPTEMBER 30, ---------- ----------
1997
-------------
(UNAUDITED)
<S> <C> <C> <C>
Notes payable to officers and shareholders bearing interest at 8.5%,
unsecured and due on demand anytime after December 31, 1996............. $ 85,000 $ 85,000 $ 85,000
Notes payable to entities, controlled by officers and shareholders,
bearing interest at 8.5%, unsecured and due on demand anytime after
December 31, 1996....................................................... 54,573 54,573 54,573
Note payable to an entity controlled by a shareholder dated July 14, 1997,
secured by the Company's common stock owned by the majority shareholders
of the Company, bearing interest at 10% per annum and due on July 29,
1997, subsequently the note was extended to January 31, 1998............ 50,000 -- --
------------- ---------- ----------
$ 189,573 $ 139,573 $ 139,573
------------- ---------- ----------
------------- ---------- ----------

Included in other liabilities at September 30, 1997, March 31, 1997 and 1996 are $32,096, $11,012 and $15,562 of
accrued interest relating to the above notes, respectively.

Note payable to an unrelated entity, dated August 29, 1997 secured by all
of the assets of the Company and the common stock of the Company owned
by the majority shareholders of the Company, bearing interest at 12% per
annum and due on the earlier of the completion of the Company's offering
or February 28, 1998.................................................... $ 500,000 $ -- $ --
------------- ---------- ----------
------------- ---------- ----------
</TABLE>

NOTE 3--RELATED PARTY TRANSACTIONS

The Company purchased $65,000 of adult laserdisc format titles from a
related entity through the issuance of preferred stock (see Note 4). In
addition, the Company has an agreement with another related entity to sell,
package, handle, replicate and ship these adult laserdisc format titles at the
Company's expense for a management fee of $35,000 per month through May 31, 1996
and $40,000 per month thereafter. During the six months ended September 30, 1997
and 1996 and the years ended March 31, 1997 and 1996 this related entity
withheld from sales of $378,049, $1,242,439, $2,236,143 and $1,592,856,
replicating costs of $324,887, $451,035, $1,646,364 and $939,622 and management
fees of $120,000, $230,000, $470,000 and $262,500, respectively. Included in
accounts receivable at March 31, 1997 and 1996 was $141,585 and $222,276 due
from the related entity, respectively. Included in advances from related parties
at September 30, 1997 was $79,733 due to this related entity.

In June 1995, the Company issued a three year note receivable to one of its
officers in the amount of $38,000. The note requires interest only payments at a
rate of 6.1%, payable on a quarterly basis with the principal due on August 31,
1998. Interest earned on this note for the six months ended September 30,

F-19
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 3--RELATED PARTY TRANSACTIONS (CONTINUED)
1997 and 1996 and the years ended March 31, 1997 and 1996 was $1,143, $1,143,
$2,318 and $1,346, respectively.

The Company leases certain equipment and office space via entities
controlled by an officer and shareholder on a month to month basis (see Note 6).
During the six months ended September 30, 1997 and 1996 and the years ended
March 31, 1997 and 1996 the Company paid $36,630, $38,788, $116,549 and $98,212
to these entities relating to these leases, respectively.

NOTE 4--SHAREHOLDERS' EQUITY

COMMON STOCK

The Company issued 195,250 units (one share of common stock and one Class A
warrant to purchase one share of common stock at an exercise price of $5.50
expiring December 13, 1997) through a private placement memorandum at a price of
$4.00 per unit. In December, 1996, 6,250 units were retired at the original
subscription price. For the six months ended September 30, 1997 the Company
issued 10,511 shares of common stock in prepayment of services to be rendered
and for services rendered. In addition, the Company purchased and retired 7000
shares of common stock during the six months ended September 30, 1997.

PREFERRED STOCK

On September 20, 1995, the Company issued 10,000 shares of Class A
preferred, 5% cumulative stock in exchange for adult laserdisc format content
titles from a related entity (see Note 3).

In February, 1997 the Company issued 5,000 shares of Series B, 8%
cumulative, convertible preferred stock at $4.00 per share. Each Series B
preferred share is convertible into one share of the Company's common stock
subject to certain conditions.

As of September 30, 1997, each share of Class A preferred stock was given
back to the Company and the shares were retired. In addition the Class B
preferred stock was converted into 2,857 shares of common stock. The dividends
in arrears on both the Class A and B preferred stock was forgiven in the above
transactions.

SUBSIDIARY SALE OF STOCK

On September 20, 1996, Quarto Holdings, Inc., a Delaware Corporation,
purchased 30% of newly issued common stock of BIG for $1,250,000 in cash and
rights to develop and exploit digital material owned by Quarto. The Company
placed a $-0- value on the rights received from Quarto. The Company recorded 70%
of the $1,250,000 in proceeds as equity on a consolidated basis and 30% of this
amount as a minority interest (see Note 1).

In connection with the purchase, NFMI entered into a stockholder agreement
with Quarto whereby at least 75% of stockholder approval is necessary to approve
certain actions taken on behalf of BIG. The agreement enumerates various actions
and restrictions as it relates to the operations of BIG, specifically (1) that
the funding proceeds can only be used to fund BIG's development and
commercialization of CD-

F-20
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 4--SHAREHOLDERS' EQUITY (CONTINUED)
ROM titles and (2) 75% shareholder approval is required before encumbering any
assets of BIG. Therefore, cash and certificates of deposit of $547,998 and
$841,568 at September 30, 1997 and March 31, 1997 was restricted to BIG's
operations and could not be used for the operations of NFMI or its affiliates.
On November 4, 1996 and February 11, 1997 NFMI opened lines of credit with a
banking institution (see Note 7) and secured these lines of credit with BIG's
certificates of deposit. Under (2) above NFMI breached the terms of the
stockholder agreement by not obtaining 75% stockholder approval before
encumbering the assets of BIG. On July 2, 1997, the Company unencumbered the
certificates of deposit (see Note 10).

WARRANTS

In connection with the above transaction, Quarto purchased a warrant from
NFMI for $400 cash which allows the right to purchase up to 400,000 common
shares of NFMI at an exercise price of $6.00 per share expiring on September 20,
2001. Pursuant to the terms of the warrant agreement, these shares and the
related exercise price will be adjusted if additional shares of common stock are
issued by the Company.

On October 12, 1995, the Company issued 20,000 warrants at an exercise price
of $4.00, expiring October 12, 1998, to an investment banker in connection with
a financial advisor agreement.

NOTE 5--INCOME TAXES

The Company has an unused net operating loss carry forward on a consolidated
basis of approximately $240,000 for income tax purposes, which principally
expires in 2012. In addition, the Company's 70% owned subsidiary BIG, which is
not part of the consolidated income tax return, has a net operating loss of
approximately $216,000 expiring in 2012. These net operating loss carryforwards
may result in future income tax benefits; however, because realization is
uncertain at this time, a valuation reserve in the same amount has been
established. Temporary differences arise from the recording of depreciation.
Significant components of the Company's deferred tax liabilities and assets as
of March 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
Deferred tax liabilities.............................................. $ -- $ --
----------- ---------
----------- ---------
Deferred tax assets
Net operating loss carry forwards................................... 174,808 3,270
Valuation allowance for deferred tax assets......................... (174,808) (3,270)
----------- ---------
$ -- $ --
----------- ---------
----------- ---------
</TABLE>

The income tax provision reflected on the statement of operations of $12,147
in 1996 was due to filing a short period return to coincide the respective
entities' tax year end. This provision is not recoverable from the utilization
of the above net operating loss.

F-21
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 6--COMMITMENTS AND AGREEMENTS

The Company has leases for office space and equipment under various
operating and capital leases. Included in furniture and equipment at March 31,
1997 is $19,310 of equipment under capital lease and accumulated depreciation
relating to this lease of $3,862.

Future minimum lease payments under these leases as of March 31, 1997 are as
follows:

<TABLE>
<CAPTION>
PRINCIPAL
DUE CAPITAL
YEAR ENDED MARCH 31, OPERATING CAPITAL LEASE
- -------------------------------------------------------------------- ----------- --------- -----------
<S> <C> <C> <C>
1998................................................................ $ 56,000 $ 7,606 $ 5,139
1999................................................................ -- 7,606 5,814
2000................................................................ -- 6,473 6,102
2001................................................................ -- 1,414 1,010
----------- --------- -----------
$ 56,000 23,099 $ 18,065
----------- -----------
----------- -----------
Less amount representing interest................................... 5,034
---------
Present value of net minimum lease payments......................... $ 18,065
---------
---------
</TABLE>

Total rent expense for the six months ended September 30, 1997 and 1996 and
the years ended March 31, 1997 and 1996, was $49,192, $38,788, $136,013 and
$100,441, respectively.

On November 11, 1996 the Company entered into a two year financial advisory
and consulting agreement requiring annual payments of $50,000 and warrants to
purchase 150,000 shares of NFMI's common stock at an exercise price of the
market value of the common stock at the date of issuance. As of September 30,
1997 none of the above warrants were issued.

The Company's subsidiary FUZZY has entered into an agreement with an
individual to find images, negotiate artist contracts, finalize prints and
proofs and the marketing and selling of the prints. The agreement is for a term
of seven years and the Company has agreed to advance the venture as a line of
credit up to $250,000. Net profits will be split on a 50%/50% basis; however, in
the event advances are drawn by this individual, profits will be split on a
60%/40% basis until the advances have been paid in full. Included in other
assets as of September 30, 1997 and March 31, 1997 is approximately $78,716 and
$70,000 of advances to this individual under the agreement.

F-22
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 7--LINES OF CREDIT

The Company has lines of credit with a banking institution as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1997
------------- ----------
<S> <C> <C>
(UNAUDITED)
$250,000 line of credit, dated November 4, 1996, bearing interest at 7.950%,
due November 4, 1997 secured by certificate of deposit..................... $ -- $ 247,241
$100,000 line of credit, dated February 11, 1997, bearing interest at 8.280%,
due November 4, 1997 secured by certificate of deposit..................... -- 94,033
$250,000 line of credit, dated September, 29, 1997, bearing interest at
7.970%, due December 4, 1997 secured by certificate of deposit............. 170 000 --
------------- ----------
$ 170,000 $ 341,274
------------- ----------
------------- ----------
</TABLE>

The certificate of deposit securing the above line of credit at September
30, 1997 is held in the name of the Company's subsidiary BIG. The certificate
bears interest of 6.29% and matures in December of 1997. (see Notes 4 and 10)

NOTE 8--STOCK WARRANTS

The Company has no formal stock option plan; however, it has granted
warrants to officers and employees allowing them to purchase common stock of the
Company in excess of the market value of the stock at date of grant. Warrants
granted are for a three-year term.

In addition, common stock warrants have been issued in connection with
certain offerings of stock, and in connection with a financial advisory
agreement (see Note 4). At March 31, 1997, warrants to purchase common stock at
various prices were outstanding which expire as follows:

<TABLE>
<CAPTION>
EXERCISE
EXPIRATION DATE WARRANTS PRICE
- ------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
December, 1997........................................................... 189,000 $ 5.50
October, 1998............................................................ 20,000 4.00
September, 2001.......................................................... 400,000 6.00
---------
609,000
---------
---------
</TABLE>

F-23
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 8--STOCK WARRANTS (CONTINUED)
The following table describes certain information related to the Company's
compensatory stock warrant activity for the year ending March 31, 1997.

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
WARRANTS EXERCISE PRICE
----------- -----------------
<S> <C> <C>
Outstanding, March 31, 1996..................................... -- $ --
Grants during year--Exercise price > market price............... 146,666 6.00
Exercised, forfeited and expired during year.................... -- --
-----------
Outstanding and exercisable, March 31, 1997..................... 146,666 6.00
-----------
-----------
</TABLE>

The weighted average grant date fair value of the warrants granted in 1997
was as follows:

<TABLE>
<S> <C>
Exercise price > market price....... .9052
---------
---------
</TABLE>

The fair value of each option warrant is estimated using the Black-Scholes
option-pricing model with the following assumptions: risk-free interest rate of
6.50%; dividend yield of -0-%; expected life three years; and volatility of
16.71%.

A summary of the Company's outstanding and exercisable stock warrants as of
March 31, 1997 are as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
NUMBER OF REMAINING CONTRACTUAL
EXERCISE PRICES WARRANTS LIFE (MONTHS)
- ----------------------------------------------------------- ----------- -------------------------
<S> <C> <C>
$6.00--Outstanding and exercisable......................... 546,666 48
$4.00--Outstanding and exercisable......................... 20,000 18
$5.50--Outstanding and exercisable......................... 189,000 9
</TABLE>

As previously described, the Company applies APB 25 and related
Interpretations in accounting for its stock warrants. Accordingly, no
compensation cost has been recognized. Had compensation cost for the Company's
warrants been determined based on the fair value at the grant dates for awards
consistent with the method of SFAS 123, the Company's net loss and loss per
share would have increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
MARCH 31,
1997
-----------
<S> <C>
Net loss......................................................................... $ (518,805)
-----------
-----------
Net loss per share............................................................... $ (.12)
-----------
-----------
</TABLE>

F-24
<PAGE>
NEW FRONTIER MEDIA, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

NOTE 9--RISKS AND UNCERTAINTIES

As previously discussed in Note 3, the Company distributes, through a
related entity, its adult laserdisc format titles. This related entity generates
substantially all of its sales from two distributors in California.

The Company sells the majority of its CD-Rom products through a distributor
in California. For the periods ended March 31, 1997 and 1996, 6% and 35% of
total sales were received from this distributor (see Note 1). The loss of this
distributor or the loss of the related entity's distributors mentioned above
could have an adverse effect on the Company's operations.

The Company also uses one major vendor to replicate all of its laserdisc
products; management believes that other vendors could be substituted on
materially the same terms if the loss of this vendor occurred.

The Company has deposits in a bank in excess of the FDIC insured amounts of
$100,000. The amount in excess of the $100,000 is subject to loss should the
bank cease business.

NOTE 10-- EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT
AUDITORS' REPORT

On October 24, 1997, the Company obtained a $1,000,000 unsecured,
conditional (if the Company fails to obtain at least $1,000,000 in alternate
funding on or before December 31, 1997), revocable line of credit from an entity
controlled by a shareholder of the Company. The line of credit is valid for nine
months beginning January 1, 1998, and any amounts the Company draws against the
line of credit will bear interest at a rate of 9% per annum.

In addition, on September 29, 1997 the Company encumbered BIG's certificates
of deposit which is alleged by Quarto to be a violation of the terms of the
stockholder agreement (see Note 4). On October 23, 1997 Quarto filed an action
seeking, among other things, rescission of the purchase agreement, a temporary
restraining order and preliminary injunction against the Company and BIG,
preventing BIG from transferring or encumbering BIG's assets for the benefit of
the Company. On October 28, 1997, the Company and Quarto entered into a
Stipulation, whereby the Company agreed that it would not transfer or otherwise
encumber, any additional assets of BIG without the prior written consent of
Quarto. Actions, if any, that Quarto may pursue are uncertain at the present.

F-25
<PAGE>
AUDITORS' REPORT

To the Directors of
Fifth Dimension Communications (Barbados) Inc.,
1043133 Ontario Inc. and Merlin Sierra Inc.

We have audited the combined balance sheets of Fifth Dimension
Communications (Barbados) Inc., 1043133 Ontario Inc. and Merlin Sierra Inc. as
at March 31, 1997 and 1996 and the combined statements of income and retained
earnings and cash flows for the years then ended. These combined financial
statements are the responsibility of the companies' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Canada. Those standards require that we plan and perform an audit to
obtain reasonable assurance 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.

In our opinion, these combined financial statements present fairly, in all
material respects, the financial position of the companies as at March 31, 1997
and 1996 and the results of their operations and the changes in their financial
position for the years then ended in accordance with accounting principles
generally accepted in the United States.

ERNST & YOUNG

Ottawa, Canada

June 27, 1997 Chartered Accountants

F-26
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC. AND MERLIN SIERRA INC. (NOTE 1)
COMBINED BALANCE SHEETS

(UNITED STATES DOLLARS)

ASSETS

<TABLE>
<CAPTION>
AS AT: SEPTEMBER 30,
- ------------------------------------------------------------------------- 1997
------------- MARCH 31, MARCH 31,
1997 1996
$ ---------- ----------
(UNAUDITED)
$ (AUDITED) $
<S> <C> <C> <C>
Current assets
Cash and cash equivalents................................................ 832,980 642,466 615,559
Accounts receivable--net of allowance for doubtful accounts of $1,450
(September 30, 1997); $1,450 (March 31, 1997); $59,530 (March 31,
1996).................................................................. 527,410 1,522,195 560,351
Related party receivables (Note 6)....................................... 2,498,400 1,492,275 1,764,866
Inventory................................................................ -- -- 11,409
Transponder deposits..................................................... 200,000 200,000 150,000
Deferred income taxes.................................................... -- -- 71,500
Prepaid expenses......................................................... 237,019 282,883 623,756
------------- ---------- ----------
4,295,809 4,139,819 3,797,441

Film exhibition rights................................................... 646,938 748,331 662,935
Restricted investments--at cost (Note 3)................................. 718,693 691,492 825,449
Investment in shares..................................................... -- -- 220,000
Capital assets--net (Note 4)............................................. 389,504 348,463 400,259
------------- ---------- ----------
6,050,944 5,928,105 5,906,084
------------- ---------- ----------
------------- ---------- ----------

LIABILITIES

Current liabilities
Bank loan (Note 5)....................................................... -- 35,128 98,958
Accounts payable and accrued charges..................................... 669,638 1,009,773 905,682
Related party payables (Note 6).......................................... 560,939 471,282 860,703
Income taxes payable (Note 10)........................................... 394,517 382,082 408,744
Deferred subscription revenue............................................ 1,800,850 1,720,810 2,075,337
------------- ---------- ----------
3,425,944 3,619,075 4,349,424
------------- ---------- ----------
------------- ---------- ----------
Commitments and Contingent Liabilities (Notes 6 & 7)

SHAREHOLDERS' EQUITY

Capital stock (Note 8)................................................... 272 272 272
Retained earnings........................................................ 2,624,728 2,308,758 1,556,388
------------- ---------- ----------
2,625,000 2,309,030 1,556,660
------------- ---------- ----------
6,050,944 5,928,105 5,906,084
------------- ---------- ----------
------------- ---------- ----------
</TABLE>

F-27
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC. AND MERLIN SIERRA INC.

COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, MARCH 31, MARCH 31,
1997 1996 1997 1996
------------- ------------- ------------- -------------
(UNAUDITED) (AUDITED)
<S> <C> <C> <C> <C>
Sales................................................ $ 5,975,842 $ 6,665,701 $ 15,044,139 $ 12,223,731
Cost of sales........................................ 3,895,078 4,531,727 9,560,847 6,317,438
------------- ------------- ------------- -------------
Gross profit......................................... 2,080,764 2,133,974 5,483,292 5,906,293
Expenses (see Schedule).............................. 1,747,317 2,066,084 4,264,144 3,898,653
------------- ------------- ------------- -------------
Net income from operations........................... 333,447 67,890 1,219,148 2,007,640
Loss on investment in shares......................... -- 220,000 220,000 --
------------- ------------- ------------- -------------
333,447 (152,110) 999,148 2,007,640
------------- ------------- ------------- -------------
Provision for (recovery of) income taxes
Current............................................ 17,477 (283,019) 30,350 (113,563)
Deferred........................................... -- -- 71,500 (71,500)
------------- ------------- ------------- -------------
17,477 (283,019) 101,850 (185,063)
------------- ------------- ------------- -------------
Net income for the period............................ 315,970 130,909 897,298 2,192,703
Retained earnings (Deficit), beginning of period..... 2,308,758 1,556,388 1,556,388 (636,315)
------------- ------------- ------------- -------------
2,624,728 1,687,297 2,453,686 1,556,388
Dividends paid....................................... -- -- 144,928 --
------------- ------------- ------------- -------------
Retained earnings end of period...................... $ 2,624,728 $ 1,687,297 $ 2,308,758 $ 1,556,388
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

F-28
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC. AND MERLIN SIERRA INC.

COMBINED STATEMENTS OF CASH FLOWS

(UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS YEAR YEAR
ENDED ENDED ENDED MARCH ENDED MARCH
SEPTEMBER 30, SEPTEMBER 30, 31, 31,
1997 1996 1997 1996
------------- ------------- ----------- -----------
$ $ $ $
(UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C> <C>
CASH PROVIDED FROM (USED IN)
OPERATING ACTIVITIES
Net income for the period............................... 315,970 130,909 897,298 2,192,703
Items not affecting cash--
Amortization of capital assets.......................... 60,217 70,234 120,347 144,398
Amortization of film exhibition rights.................. 304,305 395,855 931,637 776,758
Loss on investment in shares............................ -- 220,000 220,000 --
Deferred income taxes................................... -- -- 71,500 (71,500)
Net change in operating components of working capital
(Note 11)............................................. 792,989 841,626 (936,660) (821,184)
------------- ------------- ----------- -----------
1,473,481 1,658,624 1,304,122 2,221,175
------------- ------------- ----------- -----------
INVESTING ACTIVITIES
Investment in shares.................................... -- -- -- (220,000)
Purchases of capital assets............................. (125,592) (39,092) (74,682) (144,108)
Sales of capital assets................................. 24,334 5,784 6,131 11,893
Transfers of capital assets to related company.......... -- -- -- 567,373
(Advances to) repayments from, Teletheatre Plus Inc..... -- -- 718,432 (718,432)
Purchases of film exhibition rights..................... (202,912) (497,933) (1,017,033) (904,121)
(Purchase) redemption of restricted investments......... (27,201) 207,162 133,957 (22,135)
------------- ------------- ----------- -----------
(331,371) (324,079) (233,195) (1,429,530)
------------- ------------- ----------- -----------
FINANCING ACTIVITIES
Capital stock........................................... -- -- -- 100
Bank loan............................................... (35,128) (31,250) (63,830) 98,958
Dividends............................................... -- -- (144,928) --
Net change in accounts receivable and payable, related
companies............................................. (916,468) (1,092,709) (835,262) (398,661)
------------- ------------- ----------- -----------
(951,596) (1,123,959) (1,044,020) (299,603)
------------- ------------- ----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE
PERIOD................................................ 190,514 210,586 26,907 492,042
CASH AND CASH EQUIVALENTS--BEGINNING OF PERIOD.......... 642,466 615,559 615,559 123,517
------------- ------------- ----------- -----------
CASH AND CASH EQUIVALENTS--END OF PERIOD................ 832,980 826,145 642,466 615,559
------------- ------------- ----------- -----------
------------- ------------- ----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid......................................... 4,053 106,890 158,744 161,305
------------- ------------- ----------- -----------
------------- ------------- ----------- -----------
Income taxes paid..................................... 34,615 94,721 141,144 54,348
------------- ------------- ----------- -----------
------------- ------------- ----------- -----------
</TABLE>

F-29
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

1. BASIS OF PRESENTATION

These financial statements present the combined assets, liabilities,
revenues and expenses of Fifth Dimension Communications (Barbados) Inc. and
1043133 Ontario Inc. for the six month periods ended September 30, 1997 and
1996, for the years ended March 31, 1997 and 1996 and those of Merlin Sierra
Inc., from February 1, 1996, the date of acquisition to March 31, 1996 and the
year ended March 31, 1997 and the six month periods ended September 30, 1997 and
1996.

The three companies carry on complementary but different businesses related
to the broadcasting of movies to subscribers by satellite and cable. Fifth
Dimension Communications (Barbados) Inc. is incorporated under the laws of
Barbados, 1043133 Ontario Inc. is incorporated under the laws of the Province of
Ontario in Canada and Merlin Sierra Inc. is incorporated under the laws of the
State of California in the United States. None of the three companies own shares
in the other companies.

These combined financial statements have been prepared by management in
accordance with accounting principles generally accepted in the United States
applied on a consistent basis and are presented in United States dollars. They
have been prepared in connection with a proposed sale of the combined business
of the three companies as expressed in a letter of intent dated April 14, 1997.
Under the terms of the letter of intent, the purchaser will acquire certain of
the assets and liabilities of the combined entities presented.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORY

Inventory is recorded at the lower of cost and net realizable value.

FILM EXHIBITION RIGHTS

Rights to exhibit films are recorded at cost and are amortized on a
straight-line basis over the period of the contract, which is normally
twenty-four months.

INVESTMENT IN SHARES

The investment in shares, originally recorded at cost, has been accounted
for by the equity basis.

CAPITAL ASSETS

Capital assets are initially recorded at cost and amortized over their
estimated useful lives. Furniture and fixtures are being amortized on the
diminishing balance basis at a rate of 20% per year. Automobiles and computers
are being amortized on the diminishing balance basis at a rate of 30% per year.
Leaseholds

F-30
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and the telephone system are amortized on a straight line basis over the five
year term of the realty lease. Software is amortized at a 100% rate.

REVENUE RECOGNITION

Revenue from sales of television movie subscriptions from three to twelve
months is recognized on a monthly basis over the term of the subscription.

FOREIGN EXCHANGE

Monetary assets and liabilities denominated in currencies other than United
States dollars are translated at exchange rates in effect at the balance sheet
date. Non-monetary assets and liabilities in currencies other than United States
dollars are translated at historical rates. Revenue and expense items are
translated at average rates of exchange for the year. Translation gains and
losses are included in the determination of earnings.

3. RESTRICTED INVESTMENTS

Restricted investments consist of short-term marketable securities and
deposits recorded at cost held as collateral by the financial institutions
providing merchant credit card service to 1043133 Ontario Inc.

4. CAPITAL ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30 MARCH 31
------------------------------------------------ ------------------------------------------------
1997 1996 1997 1996
----------------------- ----------------------- ----------------------- -----------------------
ACCUMULATED ACCUMULATED ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION COST AMORTIZATION COST AMORTIZATION
--------- ------------ --------- ------------ --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ $ $ $ $ $ $ $
Furniture and fixtures.. 110,150 47,272 106,912 33,662 101,562 40,196 95,444 25,522
Leaseholds.............. 49,116 14,157 52,004 9,949 52,004 15,042 50,470 31,528
Telephone system........ 105,297 48,085 103,411 34,425 105,297 44,836 100,731 398
Automobiles............. 55,489 39,194 55,489 32,670 55,489 36,028 55,489 20,352
Computers............... 341,444 183,325 282,590 132,364 298,197 149,749 271,439 100,640
Software................ 114,879 54,838 18,446 12,449 38,234 16,469 14,766 9,640
--------- ------------ --------- ------------ --------- ------------ --------- ------------
776,375 386,871 618,852 255,519 650,783 302,320 588,339 188,080
Accumulated
amortization.......... 386,871 255,519 302,320 188,080
--------- --------- --------- ---------
389,504 363,333 348,463 400,259
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

5. BANK LOAN

The bank loan to Merlin Sierra Inc. bears interest at 16% with monthly
principal repayments of $12,148 to June, 1997. The loan was repaid as at June
30, 1997. The loan is collateralized by a commercial

F-31
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

5. BANK LOAN (CONTINUED)
security agreement on all assets of Merlin Sierra Inc. and personal guarantees
of certain officers of Merlin Sierra Inc.

6. RELATED COMPANY INFORMATION

The companies are related by common control.

(A) ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE

Accounts receivable include amounts due from related companies as at
September 30, 1997 totalling $2,498,400 (1996 $2,581,424) and as at March 31,
1997 totalling $1,492,275 (1996 $1,764,866). Accounts payable include amounts
due to related companies as at September 30, 1997 totalling $560,939 (1996
$969,196) and as at March 31, 1997 totalling $471,282 (1996 $860,703).

The significant balances receivable from or (payable to) related companies
are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30 MARCH 31
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ $ $ $
Fifth Dimension Communications (1996) Corporation................. (258,281) (440,843) (171,971) (698,847)
Fifth Dimension Communications Holdings, Inc. .................... 472,744 76,154 461,599 45,880
Fifth Dimension Capital Corporation............................... 542,528 817,035 929,854 577,517
Fifth Dimension Communications Atlantic Inc. ..................... -- 178,500 -- 132,609
Fifth Dimension SatCom Inc. ...................................... (85,583) -- (86,408) 31,408
Turks & Caicos Island Wireless Television Ltd. ................... 730,887 -- (150,000) --
Fifth Dimension Technologies Inc. ................................ (7,990) (84,623) 60,066 (102,772)
FirstLink Communications Inc. .................................... -- 58,216 14,011 164,671
Teletheatre Plus Inc. note receivable............................. -- -- -- 718,432
NA Microsat Corp.................................................. 194,343 452,112 -- --
841161 Ontario Inc................................................ 275,528 271,841 -- --
Superpower Television Inc......................................... -- (719,537) -- --
</TABLE>

Subsequent to September 30, 1997, all of the amount due from Fifth Dimension
Communications Holdings Inc. was repaid and the funds were used in part to pay a
dividend of $550,000 to the shareholders of Fifth Dimension Communications
(Barbados) Inc.

(B) TRANSACTIONS

Related party transactions are measured at exchange values which correspond
to the amount established and agreed upon by both parties.

F-32
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

6. RELATED COMPANY INFORMATION (CONTINUED)
The significant transactions entered into by 1043133 Ontario Inc. with
related companies are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30 MARCH 31
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
$ $ $ $
<S> <C> <C> <C> <C>
Rented offices from Fifth Dimension Capital Corporation............... 23,913 23,913 47,826 47,826
Rented satellite uplink from 841161 Ontario Limited................... 31,409 31,066 62,000 62,000
Rented space for broadcasting facilities from 841161 Ontario
Limited............................................................. 20,259 21,268 41,526 18,141
Prepaid expenses include prepaid rent to 841161 Ontario Limited....... 94,349 138,175 118,000 --
Purchased accounting and administrative services from Fifth Dimension
Capital Corporation................................................. 82,519 85,321 166,423 142,140
Purchased engineering services from Fifth Dimension SatCom Inc........ 152,973 189,740 365,836 374,177
Purchased full period satellite space segment from Fifth Dimension
Communications (1996) Corporation................................... 459,080 -- -- 377,570
Purchased occasional use satellite space segment from Fifth Dimension
Communications (1996) Corporation................................... 37,841 -- 53,934 --
Rented broadcasting equipment from Fifth Dimension Communications
(1996) Corporation.................................................. 51,391 63,913 113,000 117,174
Management fee to Fifth Dimension Communications (1996) Corporation... -- -- -- 81,500
Purchased subscriber activation services from FirstLink Communications
Inc................................................................. 9,362 130,231 224,275 181,017
Rented a hospitality suite from Fifth Dimension Technologies Inc...... 37,663 37,591 75,938 18,750
Purchased computer equipment from Fifth Dimension Technologies Inc.... 42,952 16,498 30,605 38,287
Wrote down amounts receivable from NA Microsat Corporation............ -- -- 20,141 91,217
Transferred equipment to Fifth Dimension Communications (1996)
Corporation......................................................... -- -- 564,161 --
</TABLE>

F-33
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

6. RELATED COMPANY INFORMATION (CONTINUED)
The significant transactions entered into by Fifth Dimension Communications
(Barbados) Inc. with related companies are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30 MARCH 31
---------------------- ---------------------
1997 1996 1997 1996
--------- ----- ---------- ---------
$ $ $ $
<S> <C> <C> <C> <C>
Rented broadcasting equipment from Fifth Dimension Communications (1996)
Corporation........................................................... 34,261 -- 25,700 --
Purchased occasional use satellite space segment from Fifth Dimension
Communications (1996) Corporation..................................... 25,227 -- 80,900 --
Purchased full period use satellite space segment from Fifth Dimension
Communications (1996) Corporation..................................... 306,053 -- -- --
Purchased engineering services from Fifth Dimension Satcom Inc.......... 118,721 -- 92,000 --
</TABLE>

The significant transactions entered into by Merlin Sierra Inc. with related
companies are as follows:

<TABLE>
<S> <C> <C> <C> <C>
Purchase of satellite space segment from Fifth Dimension
Communications (1996) Corporation....................... -- -- 1,188,000 132,000
</TABLE>

Commitments by 1043133 Ontario Inc. to related companies are as follows:

The minimum amounts of future lease payments to 841161 Ontario Limited
for office accommodation are $40,000 for each of 1998 and 1999.

The minimum amounts of future lease payments to 841161 Ontario Limited
for a satellite uplink facility are $62,000 for 1998 and $31,000 for
1999.

The minimum amounts of future lease payments to Fifth Dimension Capital
Corporation for office facilities are $48,000 for 1998 and 1999.

The minimum amount of future lease payments to Fifth Dimension
Communications (1996) Corporation are $128,070 for 1998.

A commitment to Fifth Dimension SatCom Inc. for the purchase of
engineering services in amounts which are based on usage.

7. THIRD PARTY COMMITMENTS AND CONTINGENT LIABILITIES

Commitments of Fifth Dimension Communications (Barbados) Inc.

The Company has committed as of July 1, 1997 to the purchases of full
period space segment on three additional satellite transponders totalling
$22.5 million during the estimated five year life of the contracts.

F-34
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

7. THIRD PARTY COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
The Company has committed as of March 31, 1997 to purchase full period
space segment totalling $5.4 million to December 31, 1999.

Fifth Dimension Communications (Barbados) Inc. and 1043133 Ontario Inc. have
given a guarantee to the vendor in regard to the unpaid purchase price for the
acquisition of the business of Merlin Sierra Inc. for a total amount of
$850,000. The balance owing as at September 30, 1997 was $539,425 (1996 Nil), as
at March 31, 1997 was $643,830 (1996 Nil).

1043133 Ontario Inc. has a commitment to purchase promotional video services
of $217,000 in each of 1998 and 1999.

8. CAPITAL STOCK

<TABLE>
<S> <C> <C>
AUTHORIZED
Fifth Dimension Communications (Barbados) Inc. is authorized to
issue an unlimited number of common shares and redeemable non-voting
preference shares. Non-cumulative dividends on both classes of
shares may be declared at the discretion of the directors.

1043133 Ontario Inc. is authorized to issue an unlimited number of
common shares

Merlin Sierra Inc. is authorized to issue 100 common shares.
MARCH 31 AND MARCH 31 AND
SEPTEMBER 30 SEPTEMBER 30
1997 1996
--------------- ---------------
$ $

ISSUED
Fifth Dimension Communications (Barbados) Inc.
100 Common shares................................................. 100 100
1043133 Ontario Inc.
100 Common shares................................................. 72 72
Merlin Sierra Inc.
100 Common shares................................................. 100 100
--- ---
272 272
--- ---
--- ---
</TABLE>

9. FAIR MARKET VALUE

The carrying amounts of the current assets and liabilities, restricted
investments and investment in shares approximate fair market values.

F-35
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED MARCH 31, 1997 AND 1996 AND
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)

10. INCOME TAXES

The Companies have accumulated timing differences relating to a write down
of accounts receivable which, if recognized, would have resulted in a deferred
income tax debit of $365,000 as of March 31, 1997 and September 30, 1997 (1996
$351,000). A valuation allowance for deferred tax assets was booked for $365,000
(1996 $351,000).

11. NET CHANGE IN WORKING CAPITAL

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
---------------------------- ----------------------
SEPTEMBER 30, SEPTEMBER 30, MARCH 31, MARCH 31,
1997 1996 1997 1996
------------- ------------- ---------- ----------
(UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C> <C>
Cash (used in) provided by:
Accounts receivable......................................... $ 994,785 121,570 (961,844) (233,525)
Inventory................................................... -- 11,410 11,409 (6,545)
Transponder deposits........................................ -- (45,121) (50,000) (150,000)
Prepaid expenses............................................ 45,864 (54,243) 340,873 10,509
Accounts payable and accrued liabilities.................... (340,135) 996,557 104,091 459,304
Income taxes payable........................................ 12,435 (309,391) (26,662) (186,023)
Deferred subscription revenue............................... 80,040 120,844 (354,527) (714,901)
------------- ------------- ---------- ----------
$ 792,989 841,626 (936,660) (821,184)
------------- ------------- ---------- ----------
------------- ------------- ---------- ----------
</TABLE>

F-36
<PAGE>
FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC.
1043133 ONTARIO INC., MERLIN SIERRA INC.

COMBINED SCHEDULE OF EXPENSES
(U.S. DOLLARS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED MARCH 31,
SEPTEMBER 30, ----------------------
------------------------ 1997 1996
1997 1996 ---------- ----------
----------- ----------- (AUDITED) (AUDITED)
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Advertising................................................ 222,714 177,272 360,304 425,996
Amortization of capital assets............................. 60,217 70,234 120,347 144,398
Bank and credit card charges............................... 68,425 120,401 209,824 115,061
Bad debts.................................................. 3,267 5,025 68,000 162,095
Business development....................................... 139 2,702 3,361 15,369
Commissions................................................ 24,799 38,716 363,457 375,924
Computer................................................... 6,079 7,889 9,970 25,809
Consulting fees............................................ 2,523 11,718 11,718 8,166
Employee benefits.......................................... 65,571 53,633 104,959 114,100
Interest................................................... 4,053 106,890 158,749 161,305
Insurance.................................................. 537 4,560 10,186 12,133
Maintenance................................................ 13,649 12,648 24,868 28,381
Marketing fees............................................. 21,621 -- -- --
Office..................................................... 142,081 114,669 265,761 233,149
Professional fees.......................................... 150,417 179,895 346,329 230,752
Rent....................................................... 96,311 101,804 202,171 96,890
Salaries................................................... 645,453 830,466 1,545,755 1,282,237
Sales expense.............................................. 33,861 1,885 2,500 556
Security................................................... 467 4,307 4,655 945
Taxes other than income.................................... 5,874 3,040 4,053 604
Travel..................................................... 71,095 66,836 164,136 153,260
Telephone.................................................. 95,456 137,011 254,398 289,436
Utilities.................................................. 12,708 14,483 28,643 22,087
----------- ----------- ---------- ----------
1,747,317 2,066,084 4,264,144 3,898,653
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------
</TABLE>

F-37
<PAGE>
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- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 8
Use of Proceeds........................................................... 21
Dividend Policy........................................................... 22
Dilution.................................................................. 22
Capitalization............................................................ 24
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 25
Business.................................................................. 33
Management................................................................ 52
Certain Transactions...................................................... 54
Principal Shareholders.................................................... 56
Description of Securities................................................. 57
Underwriting.............................................................. 60
Legal Matters............................................................. 62
Experts................................................................... 62
Available Information..................................................... 62
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL MARCH 8, 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO TO OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

[LOGO]

1,500,000 UNITS

NEW FRONTIER MEDIA, INC.
---------------------

PROSPECTUS

---------------------

CENTEX SECURITIES
INCORPORATED

February 11, 1998

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