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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. ______)(1)
New Frontier Media, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
644398109
(CUSIP Number)
October 23, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP NO. 644398109 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
GCA Strategic Investment Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
5 544,334 SOLE VOTING POWER
NUMBER OF 6 0 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 7 544,334 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
8 0 SHARED DISPOSITIVE POWER
9 544,334 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 7.7 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12 CO TYPE OF REPORTING PERSON*
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Item 1.
(a) Name of Issuer:
New Frontier Media, Inc.
(b) Address of Issuer's Principal Executive Offices:
1050 Walnut
Suite 301
Boulder, Colorado 80302
Item 2.
(a) Name of Person Filing:
GCA Strategic Investment Fund Limited
(b) Address of Principal Business Office or, if None,
Residence:
Mechanics Building
12 Church Street
Hamilton HM11, Bermuda
(c) Citizenship:
Bermuda
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
784185209000
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act.
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act.
(d) [ ] Investment company registered under section
8 of the Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with 13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company or control person, in
accordance with 13d-1(b)(ii)(G).
(h) [ ] Savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
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(i) [ ] Church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act.
(j) [ ] Group, in accordance with 13d-1(b)(1)(ii)
(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box, [X]
Item 4. Ownership:
<TABLE>
<S> <C> <C>
(a) Amount beneficially owned 544,334 shares
(b) PERCENT OF CLASS: 7.7%. This percentage of based on
total outstanding shares of 6,542,000 as of June 30,
1998 as reported in the Company's Form 10-Q for the
quarter ended June 30, 1998. This percentage is based
on an assumed conversion price of $.793125 per share.
On October 23, 1998, GCA purchased, in a private
transaction, $400,000 principal amount 8% Convertible
Debenture due June 3, 2000 convertible into shares of
the Company's common stock, and warrants for the
purchase of 40,000 shares of such stock. The warrants
have a fixed exercise price. The Debenture may be
converted into common stock at any time at a price
equal to the lower of (i) 125% of the average closing
sales price of the common stock for the five days
preceding June 3, 1998 or (ii) 90% of the average of
the five lowest closing bid prices of the common
stock for the twenty trading days ending on the date
prior to the conversion date.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct
the vote 544,334
(ii) Shared power to vote or direct
the vote 0
(iii) Sole power to dispose or direct
the disposition of 544,334
(iv) Shared power to dispose or direct
the disposition of 0
</TABLE>
Item 5. Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Page 4 of 6 Pages
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Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are not held for the
purpose of or with the the effect of changing or influencing the control of the
issuer of the securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth above in this statement is
true, complete and correct.
November 17, 1998
/s/ Joseph Kelly
------------------------------
Name: Joseph Kelly
Title: Director, GCA Strategic
Investment Fund Limited
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