SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
New Frontier Media, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
644398 10 9
(CUSIP Number)
Kenneth Benbassat, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard
Suite 1800
Los Angeles, CA 90017-2475
(213) 688-3400
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 27, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
(Continued on following pages)
(Page 1 of 4 Pages)
<PAGE>
CUSIP NO.: 644398 10 9 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward J. Bonn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) (_)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
4,189,157
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,189,157
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,189,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (_)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON
IN
Page 2 of 4 Pages
<PAGE>
SCHEDULE 13D
This statement (the "Statement") relates to the common stock, par value
$.0001 per share (the "Common Stock") of New Frontier Media, Inc., a Colorado
corporation (the "Issuer"). This Statement constitutes an initial filing of
Schedule 13D by Edward J. Bonn.
ITEM 1 SECURITY AND ISSUER
This statement relates to the Issuer's Common Stock. The address of the
Issuer's principal executive office is 5435 Airport Boulevard, Suite 100,
Boulder, Colorado 80301.
ITEM 2 IDENTITY AND BACKGROUND
(1) This Statement is filed on behalf of Edward J. Bonn.
(2) The principal business address of Mr. Bonn is 15303 Ventura
Blvd., Suite 675, Sherman Oaks, California.
(3) The principal occupation of Mr. Bonn is Internet
technology, including Internet software engineering and
bandwidth systems. Mr. Bonn is employed as the Chairman of
Interactive Telecom Network, Inc.
(4) During the last five years, Mr. Bonn has not been convicted
in any criminal proceeding.
(5) During the last five years, Mr. Bonn was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which he was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(6) Mr. Bonn is a citizen of the United States.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
4,034,699 shares were acquired by Mr. Bonn in consideration for all of Mr.
Bonn's capital stock in Interactive Gallery, Inc., 134,940 shares were acquired
by Mr. Bonn in consideration for all of Mr. Bonn's capital stock in Interactive
Telecom Network, Inc., and 19,518 shares were acquired by Mr. Bonn in
consideration for 90% of Mr. Bonn's capital stock in Card Transactions, Inc.,
all of which capital stock was sold to the Issuer.
Page 3 of 4 Pages
<PAGE>
ITEM 4 PURPOSE OF THE TRANSACTION
The securities were acquired in connection with a transaction (the
"Transaction") whereby Mr. Bonn sold all his capital stock in Interactive
Gallery, Inc. and Interactive Telecom Network, Inc. and 90% of his capital
stock in Card Transactions, Inc. to the Issuer. In connection with the
Transaction, Mr. Bonn was appointed to the Board of Directors of the Issuer and
he entered into a three-year employment agreement with Interactive Telecom
Network, Inc., a wholly owned subsidiary of the Issuer.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of November 12, 1999, Mr. Bonn is the beneficial owner of,
and has sole dispositive and voting power with respect to, 4,189,157 shares of
the Issuer's Common Stock. The 4,189,157 shares constitute 21.3% of the Issuer's
issued and outstanding shares of Common Stock.
(c) Except for the Transaction described in Items 3 and 4 above, Mr.
Bonn has not effected any transaction in the securities of the Issuer during the
past 60 days.
(d) No person other than Mr. Bonn has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Issuer's Common Stock beneficially owned by Mr. Bonn.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The shares of Issuer's Common Stock beneficially owned by Mr. Bonn are
restricted securities and may not be transferred by Mr. Bonn other than pursuant
to registration of the shares under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: /s/ Edward J. Bonn
November 15, 1999 --------------------
Edward J. Bonn
Page 4 of 4 Pages
