Private Media Group (PRVT)

(Address of principal executive offices)

34-93-620-8090

Issuer’s telephone number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

On October 9, 2009, Private Media Group, Inc. (“Private”) and its wholly owned subsidiary, 2220445 Ontario Inc., a corporation organized under the laws of the Province of Ontario (“Private Sub”), entered into an Acquisition Agreement (“Acquisition Agreement”) with Entruphema Inc., a corporation organized under the laws of the Province of Ontario (the “Company”), all of the Company’s shareholders (the “Sellers”) and Eric Johnson in his capacity as Sellers Representative, whereby Private, through Private Sub, has agreed to acquire the business and operations of the Company by the acquisition by Private Sub of all the Company’s outstanding shares in exchange for Class A Preference Shares of Private Sub, followed by an amalgamation of Private Sub and the Company. The Company is the owner of Sureflix Digital Distribution Inc. and Sureflix Digital Logistics Inc., companies engaged in the business of digital distribution of premium gay adult content.

Pursuant to the terms of the Acquisition Agreement, at the closing of the transaction the Sellers will receive Class A Preference Shares of Private Sub in exchange for their shares of the Company’s capital stock (the “Share Purchase”). Such Class A Preference Shares will be exchangeable for shares of Private Common Stock on a one-for-one basis on terms and conditions set forth in the exchangeable share provisions and generally described in Item 3.02 below. The Class A Preference Shares will have no voting rights, except as required by law. Immediately following the Share Purchase, Private Sub and the Company will amalgamate in accordance with the Business Corporations Act (Ontario) whereby Private Sub and the Company will combine into a single, successor company (the successor company being referred to as “Newco”). Upon the completion of the amalgamation, all of the voting shares of Newco will be owned by Private and all of the Class A Preference Shares of Newco will be owned by the Sellers.

The purchase price consists of an aggregate of up to 6,000,000 Class A Preference Shares (the “Purchase Price”), consisting of 3,300,000 Class A Preference Shares issuable at the closing; an additional 300,000 Class A Preference Shares issuable on the one year anniversary of the closing; an additional 300,000 Class A Preference Shares issuable on the two year anniversary of the closing; and up to an additional 2,100,000 Class A Preference Shares if the combined EBITDA of the digital media operations of Private and the Company meet specified targets in the three months ended December 31, 2009, the two 12-month periods ending December 31, 2010 and 2011, and the nine month period ending September 30, 2012.

The Purchase Price is subject to adjustment at the closing under certain circumstances. If the volume weighted closing price of Private’s common stock during the 15 trading days immediately preceding the closing date (“Settlement Price”) is greater than USD 1.25, then the Purchase Price is reduced to the number of Class A Preference Shares equal to 7,500,000 divided by the Settlement Price. The Acquisition Agreement also provides for the adjustment of the Purchase Price following closing under certain circumstances in the event in the event of a breach by a party of certain representations, warranties and covenants.

Under the terms of the Acquisition Agreement, Private has agreed to appoint Eric Johnson to Private’s Board of Directors following the closing, and thereafter to nominate Mr. Johnson to serve as a director through September 30, 2012, so long as he remains employed by Private or its affiliates. The Acquisition Agreement also provides for Eric Johnson, Erik Schannen and Michael Lozier, shareholders of the Company, to enter into employment agreements with the Company prior to closing.

The Acquisition Agreement has been approved by the Board of Directors of each company and the shareholders of the Company. The closing remains subject to closing conditions, including the accuracy of representations and warranties of the parties in the Acquisition Agreement and regulatory approval under the Investment Canada Act.

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The Acquisition Agreement may be terminated at any time prior to closing by any party through (i) mutual consent, (ii) generally, if the closing has not occurred by November 30, 2009, (iii) by either Private or the Sellers if the other party has breached any of its representations, warranties or covenants, or (iv) if the Settlement Price is less than USD 0.60 and the parties are unable to mutually agree upon an adjustment to the Purchase Price.

The preceding summary of the Acquisition Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Acquisition Agreement that is included in this report as Exhibit 2.1 and is incorporated herein by reference.

Pursuant to the terms of the Acquisition Agreement, at the closing of the transaction, in consideration of the purchase by Private Sub of the Company’s outstanding capital stock, the Sellers will receive newly issued Class A Preference Shares of Private Sub, which are exchangeable for shares of Private Common Stock on a one-for-one basis under certain circumstances. Upon the amalgamation of Private Sub and the Company, such Class A Preference Shares will be cancelled and replaced with Class A Preference Shares of Newco, which will have the same terms and conditions as the Class A Preference Shares of Private Sub.

Generally, upon the liquidation of Newco, or at any time upon the election of a holder of Class A Preference Shares, the holders of Class A Preference Shares are entitled to receive from Private an equal number of shares Private Common Stock in exchange for their Class A Preference Shares. The Class A Preference Shares will also be automatically exchanged for shares of Private Common Stock on a one-for-one basis upon the earlier of (i) five years from the closing date, (ii) a sale of more than 50% of all of the outstanding voting interests of Newco or Private to another person (or group acting in concert) that is not a stockholder of Newco or Private, as applicable, or an affiliate of a stockholder of Newco or Private, as applicable, in a single transaction or series of related transactions, (iii) a sale, lease or other disposition of all or substantially all of the assets of Newco or Private to another person (or group acting in concert) that is not a stockholder of Newco or Private, as applicable, or an affiliate of a stockholder of Newco or Private, as applicable, in a single transaction or series of related transactions, (iv) any consolidation or merger of Newco or Private, as applicable, with or into any other person that is not a stockholder of Newco or Private, as applicable, or an affiliate of a stockholder of Newco or Private, as applicable, any other corporate reorganization, or recapitalization in which the holders of all equity interests of Newco or Private, as applicable, immediately prior to such consolidation, merger, reorganization or recapitalization own voting interests of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the combined voting interests of the outstanding securities of such entity immediately after such consolidation, merger or reorganization, or (v) any dissolution or liquidation of Private.

The sale of Private Common Stock is not being registered under the Securities Act of 1933 in reliance upon exemptions from registration contained in Section 4(2) of the Securities Act of 1933. The shares to be issued by Private pursuant to the Acquisition Agreement may not be reoffered or sold in the United States by the holders in the absence of an effective registration statement, or exemption from the registration requirements, under the Securities Act of 1933. The recipients of these shares are being granted piggyback registration rights by Private.

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A copy of the press release issued by Private on October 14, 2009, regarding the Acquisition Agreement is included in this report as Exhibit 99.1.

The following exhibits are filed as part of this report:

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(Address of principal executive offices)

34-93-620-8090

Issuer’s telephone number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

On September 15, 2009, Private Media Group, Inc. (the “Company”) received a letter from The Nasdaq Stock Market stating that for the previous 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 5450(a)(1) (the “Minimum Bid Price Rule”) and, therefore, that a deficiency exists with regard to the Minimum Bid Price Rule. The Nasdaq letter has no immediate effect on the listing of the Company’s common stock.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company is provided with a grace period of 180 calendar days or until March 15, 2010, to regain compliance with the Minimum Bid Price Rule. If at any time before March 15, 2010, the bid price of the Company’s stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule. If the Company does not regain compliance with the Minimum Bid Price Rule by March 15, 2010, Nasdaq will notify the Company that its common stock is subject to delisting from The Nasdaq Global Market.

In the event the Company receives notice that its common stock is subject to delisting from The Nasdaq Global Market, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Nasdaq Hearings Panel. Alternatively, Nasdaq may permit the Company to transfer its common stock to The Nasdaq Capital Market if it satisfies the requirements for initial inclusion set forth in Marketplace Rule 5505, except for the bid price requirement. If its application for transfer is approved, the Company would have an additional 180 calendar days to comply with the Minimum Bid Price Rule in order to remain on The Nasdaq Capital Market.

The Company will continue to monitor the bid price for its common stock and consider various options available to it if its common stock does not trade at a level that is likely to regain compliance.

The Company issued a press release on September 21, 2009, disclosing its receipt of this letter from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.

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(Address of principal executive offices)

34-93-620-8090

Issuer’s telephone number

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

Effective March 1, 2009, the Board of Directors of Private Media Group, Inc. (the “Company”) increased the size of its Board of Directors from five directors to six, and appointed Ilan Bunimovitz as a director to fill the newly created vacancy on the Board, to serve until the Company’s next Annual Meeting of Shareholders. Mr. Bunimovitz was appointed as a director pursuant to his Employment Agreement with the Company and Game Link LLC, a subsidiary of the Company, entered into on January 20, 2009. The Employment Agreement was entered into in connection with the previously reported acquisition of Game Link LLC and eLine LLC by the Company on January 20, 2009, companies engaged in the business of digital distribution of adult content over the Internet and online eCommerce development. Mr. Bunimovitz was the founder and chief operating officer of Game Link LLC and an indirect co-owner of Game Link LLC and eLine, LLC.

The Employment Agreement provides for Mr. Bunimovitz to serve as Executive Vice President of the consolidated Internet and Internet-related business conducted by the Company and its subsidiaries for a period of three years, subject to earlier termination by either party under specified circumstances. Under the terms of the Employment Agreement the Company agreed to appoint Mr. Bunimovitz to its Board by March 1, 2009, and to nominate him to continue to serve as a director in 2009, 2010 and 2011 until such time as he ceases to be employed by the Company. The Employment Agreement provides for Mr. Bunimovitz to receive an annual base salary of $281,828, $271,070 and $302,648 in the first, second and third years of the employment term. He is also entitled to receive stock options on the same terms as stock options granted to Berth Milton, the Company’s Chairman, CEO and principal shareholder, during the term of the Employment Agreement, in an amount which is proportionate to the relative stock ownership as between Mr. Bunimovitz and Mr. Milton. If the Company terminates Mr. Bunimovitz’s employment during the term of the Employment Agreement other than for “cause,” or if Mr. Bunimovitz terminates his employment with the Company for “good reason,” then Mr. Bunimovitz is entitled to continue to receive his monthly base salary for the remaining period of the three year term.

In consideration of the acquisition of Mr. Bunimovitz’s interests in Game Link LLC and eLine LLC, he received 6,200,175 shares of the Company’s common stock and he is entitled to receive up to an additional 3,338,556 shares of common stock if the combined EBITDA of the digital media operations of the Company and Game Link meet specified targets in 2009, 2010 and 2011. The total value of the shares received and to be received by Mr. Bunimovitz in connection with the acquisition, assuming the EBITDA targets are met in 2009, 2010 and 2011, is EUR 7,418,271 (USD 9,634,118), based on the closing price of the Company’s common stock on January 20, 2009.

For further information regarding the terms of the acquisition by the Company of Game Link LLC and eLine, LLC see Exhibit 2.1 of the Company’s Report on Form 8-K filed with the SEC on January 23, 2009, which exhibit is incorporated herein by reference. The preceding discussion of certain terms of the Employment Agreement does not purport to be a complete description of such Agreement, and is subject to, and qualified in its entirety by, the full text of the Employment Agreement that is included in this report as Exhibit 10.1 and is incorporated herein by reference.

In connection with the acquisition of Game Link LLC and eLine LLC by the Company, Game Link LLC entered into a lease agreement with 537 Stevenson Street L.L.C., a limited liability company which is 50% owned by Mr. Bunimovitz, providing for the lease by Game Link LLC of the land and building used by Game Link in San Francisco, California. The lease extends through December 31, 2011, has a base rent of $13,620 per month, and provides for Game Link to be responsible for property taxes and maintenance expenses during the term of the lease. The Company believes the terms of the lease are no less favorable than those that would have been obtained in a transaction with an unrelated third party.

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The following exhibit is filed as part of this report:

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(Address of principal executive offices)

Issuer’s telephone number 34-93-590-7070

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

In connection with the preparation of Private Media Group, Inc.’s (the “Company”) 2005 annual financial statements, management of the Company identified a design problem in the Company’s warehouse management information system and advised the Audit Committee and the Company’s Board of Directors on March 21, 2006 that the previously issued 2004 financial statements require restatement to adjust the carrying value of inventory of DVDs by Euro 1,118 thousand. Both the Audit Committee and the Company’s Board of Directors agreed on the same date to follow the advise of management to restate the 2004 financial statements. The Company’s Chief Financial Officer has discussed the matters disclosed in this filing with the Company’s independent auditors.

The previously reported total and per share amounts and the effects of this restatement on the previously reported results of operations for 2004, and the restated amounts are as follows:

The overstatement of inventory of DVDs from 2004 has no impact on net income and earnings per share in 2005 since it was carried forward at the same value through September 2005.

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