NEW FRONTIER MEDIA INC /CO/
8-K, 2000-12-28
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                          Pursuant to Section 15(d) of
                      the Securities Exchange Act of 1934.

                                December 22, 2000

                Date of Report (Date of earliest event reported)

                            NEW FRONTIER MEDIA, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Colorado                    0-23697                      84-1084061
    -------------             ---------------               -----------------
      (State of               (Commission File              (IRS Employer I.D.
    Incorporation)                Number)                        Number)

                          5435 Airport Blvd., Suite 100
                             Boulder, Colorado 80301
                         -------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (888) 875-0632

                                 with copies to:

                                Hank Gracin, Esq.
                               Lehman & Eilen, LLP
                         50 Charles Lindbergh Boulevard
                                    Suite 505
                                Tel: 516-222-0888
                                Fax: 516-222-0948

<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a) By letter dated December 22, 2000, New Frontier Media, Inc. (the
"Company") terminated Spicer, Jeffries & Co. as independent certified
accountants for the Company. The decision to change accountants was recommended
by the Company's Board of Directors.

         The Company's former independent certified accountants', Spicer,
Jeffries & Co. ("Spicer, Jeffries"), annual report covering the two fiscal years
ended March 31, 2000 and 1999 did not include an adverse opinion or disclaimer
of opinion, and was not qualified as to the audit scope or accounting
principles. The opinions, however, did include an emphasis of a matter relating
to uncertainty as to the litigation disclosed.

         In connection with the audits of the two most recent fiscal years and
during any subsequent interim periods preceding the termination of Spicer,
Jeffries, there did not develop any disagreement on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure between such former independent certified accountants and management
of the Company or other reportable events which have not been resolved to the
Company's former independent certified accountants' satisfaction. Spicer,
Jeffries had been the Company's independent certified accountants since
approximately June, 1991.

         (b) As of December 22, 2000, the Company engaged Singer, Lewak,
Greenbaum & Goldstein, LLP as the Company's independent auditors to replace
Spicer, Jeffries.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (C) EXHIBITS.

         16.1 Letter RE Change in Certifying Accountant of Spicer, Jeffries &
Co., dated December 27, 2000.

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          NEW FRONTIER MEDIA, INC.
                                          (Registrant)

December 28, 2000                         By: /S/ KARYN MILLER
                                          -----------------------
                                          Karyn Miller,
                                          Chief Financial Officer




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