NEW FRONTIER MEDIA INC /CO/
SC 13G, 1999-02-19
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  SCHEDULE 13G

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

             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. )*

                            NEW FRONTIER MEDIA, INC.
                                (NAME OF ISSUER)

                                  Common Stock
                         (TITLE OF CLASS OF SECURITIES)

                                   644398-10-9
                                 (CUSIP NUMBER)

                                February 3, 1999
             (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)
/   /    Rule 13d-1 (c)
/ X /    Rule 13d-1 (d)

- -------------------------
*      The 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>


CUSIP NO. 644398-10-9                   13G                        Page 2 of 5


1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
         (ENTITIES ONLY):   Columbine Financial Solutions, Inc., 
         Fed. I.D. No. 13-84-472004

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:   (a)  / /
                                                              (b)  / /

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware

         NUMBER OF SHARES                 5.    SOLE VOTING POWER: 738,000
         BENEFICIALLY OWNED
         BY EACH REPORTING PERSON WITH    6.    SHARED VOTING POWER:

                                          7.    SOLE DISPOSITIVE POWER: 738,000

                                          8.    SHARED DISPOSITIVE POWER:

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 738,000

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
         SHARES:*  / /

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.06%

12.      TYPE OF REPORTING PERSON*: CO

- ------------------------------
* See Instructions before filling out!


<PAGE>

CUSIP NO. 644398-10-9                   13G                        Page 3 of 5

Schedule 13G of Columbine Financial Solutions, Inc. with respect to the common
stock (the "Common Shares") of New Frontier Media, Inc. (the "Company").

ITEM 1 (a)        NAME OF ISSUER:
                  New Frontier Media, Inc.

ITEM 1 (b)        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
                  5435 Airport Road, Suite 100, Boulder, Colorado  80301

ITEM 2 (a)        NAME OF PERSON FILING:
                  Columbine Financial Solutions, Inc.

ITEM 2 (b)        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
                  3801 E.  Florida Street, Suite 400, Denver, CO 80210

ITEM 2 (c)        CITIZENSHIP:
                  Columbine Financial Solutions, Inc. is a Colorado corporation.

ITEM 2 (d)        TITLE OF CLASS OF SECURITIES:
                  A Common Stock

ITEM 2 (e)        CUSIP NUMBER:
                  644398-10-9

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 
                  13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:

                  (a)   (   )  Broker or Dealer registered under Section 15 of 
                               the Securities Exchange Act of 1934 (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 of 1940
                  (e)   (   )  An investment adviser in accordance with 
                               Rule 13d-1(b)(1)(ii)(E);
                  (f)   (   )  An employee benefit plan or endowment fund in 
                               accordance with Rule 13d-1(b)(1)(ii)(F);
                  (g)   (   )  A parent holding company or control person in 
                               accordance with Rule 13d-1(b)(1)(ii)(G);
                  (h)   (   )  A savings association as defined in Section 3(b)
                               of the Federal Deposit Insurance Act;


<PAGE>

CUSIP NO. 644398-10-9                   13G                        Page 4 of 5

                  (i)   (   )  A church plan that is excluded from the 
                               definition of an investment company under Section
                               3(c)(14) of the Investment Company Act;
                  (j)   (   )  A Group, in accordance with Rule 
                               13d-1(b)(1)(ii)(J).

          If this statement is filed pursuant to Rule 13d-1(c), check this 
          box. /X/

ITEM 4.   OWNERSHIP

                  (a)   Amount Beneficially Owned:
                        738,000

                  (b)   Percentage of Class:

                        8.06% (based on the 6,542,000 Common Shares reported to
                        be outstanding in the Company's Quarterly Report on Form
                        10-QSB for the quarter ended September 30, 1998 and
                        after giving effect to the conversion of the Company's
                        8% Convertible Debentures and the shares issuable upon
                        exercise of the warrants held by them).

                  (c)   Number of shares as to which such person has: 
                        (i) sole power to vote or to direct the vote: 738,000
                        (ii) shared power to vote or to direct the vote:
                        (iii) sole power to dispose or to direct the disposition
                        of :738,000
                        (iv) shared power to dispose to direct the disposition
                        of:

          Columbine  Financial  Solutions owns 638,000 shares of common stock 
and warrants to purchase an additional 100,000 shares of common stock of the 
Company.

ITEM 5.   OWNERSHIP OF FIVE 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>

CUSIP NO. 644398-10-9                   13G                        Page 5 of 5

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
          Not applicable.

ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(c))

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.

                                    SIGNATURE

          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.

Dated: February 15, 1999

                                           COLUMBINE FINANCIAL SOLUTIONS, INC.

                                           By:     /s/ Kathleen M. O'Keefe
                                               -------------------------------
                                               Kathleen M. O'Keefe


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