Private Media Group (PRVT)

6.6 Financial Statements.

(a) Attached hereto as Exhibit E are the following financial statements:

(i) the consolidated balance sheet for the Company as of December 31, 2008, and the related statements of income, retained earnings and cash flows for the year ending on such date (the “2008 Audited Financial Statements”), audited by Collins Barrow Toronto LLP, the Company’s independent accountants registered with the International Accounting Standards Board (“IASB”), together with their report thereon, prepared in accordance with GAAP and are compliant with the rules and regulations of the SEC and the Exchange Act; and

(ii) the consolidated balance sheet for the Company as of June 30, 2009 (the “Balance Sheet Date”), and the related statements of income and retained earnings for the six (6) months ending on such date (the “2009 Reviewed Interim Financial Statements”), reviewed by Collins Barrow Toronto LLP, together with their report thereon, prepared in accordance with GAAP. The 2008 Audited Financial Statements and the 2009 Reviewed Interim Financial Statements are collectively referred to as the “Financial Statements.”

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(b) The Financial Statements (including the notes thereto, if any) (i) present fairly the financial condition and the results of operations of the Company and the Company Subsidiaries as of, and for the periods ending on, the dates thereof, (ii) are in all material respects correct and complete, (iii) are consistent with the books and records of the Company (which books and records are materially correct and complete), and (iv) reflect all assets and liabilities and items of revenue and expense of the Company and the Company Subsidiaries as of, and for the periods ending on, the dates thereof. The Financial Statements are prepared in accordance with GAAP, consistently applied from period to period, except that the Interim Financial Statements are subject to normal year-end adjustments, which will not have a Material Adverse Effect on the Company or the Company Subsidiaries, individually or in the aggregate.

(c) All reserves that are set forth in or reflected in the 2009 Reviewed Interim Financial Statements have been established in accordance with GAAP. As at the dates of the 2009 Reviewed Interim Financial Statements, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5, issued by the Financial Accounting Standards Board in March 1975), that are not adequately provided for in the balance sheets as at the dates of the 2009 Reviewed Interim Financial Statements as required by Statement No. 5.

(d) The Company has not had any material dispute with its accountants or auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year.

6.7 Licenses and Permits. The Company and the Company Subsidiaries hold all licenses and permits necessary for each of the Company and the Company Subsidiaries to operate their businesses as presently conducted except where the failure to hold a license or permit would not have a Material Adverse Effect. Section 6.7 of the Disclosure Schedule sets forth all material licenses and permits held by the Company and the Company Subsidiaries. Such licenses and permits are in good standing, and there are no disciplinary proceedings pending with respect to the Company and the Company Subsidiaries or, to the Knowledge of Sellers or the Company, threatened, before any governmental department or other regulatory agency or group.

6.6 Financial Statements.

(a) Attached hereto as Exhibit A-1 are the following financial statements:

(i) the balance sheets for each of the Subsidiaries as of December 31, 2007, and the related statements of income, retained earnings and cash flows for the year ending on such date, together with the consolidated balance sheets for each of ThinkForward and Mama’s as of December 31, 2007, and the related consolidated statements of income, retained earnings and cash flows for the year ending on such date (the “2007 Audited Financial Statements”), in each case audited by Odenberg Ullakko Muranishi & Co. LLP, the Subsidiaries’ independent accountants registered with the PCAOB, together with their report thereon, prepared in accordance with GAAP; and

(ii) the balance sheets for each of the Subsidiaries as of September 30, 2008, and the related statements of income and retained earnings for the nine months ending on such date, together with the consolidated balance sheets for each of ThinkForward and Mama’s as of September 30, 2008, and the related consolidated statements of income, retained earnings and cash flows for the nine months ending on such date (the “2008 Reviewed Interim Financial Statements),” reviewed by Odenberg Ullakko Muranishi & Co. LLP, together with their report thereon, prepared in accordance with GAAP. The 2007 Audited Financial Statements and the 2008 Reviewed Interim Financial Statements are collectively referred to as the “Financial Statements.”

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(b) The Financial Statements (including the notes thereto, if any) (i) present fairly the financial condition and the results of operations of the Subsidiaries as of, and for the periods ending on, the dates thereof, (ii) are in all material respects correct and complete, (iii) are consistent with the books and records of the Subsidiaries (which books and records are materially correct and complete), and (iv) reflect all assets and liabilities and items of revenue and expense of the Subsidiaries as of, and for the periods ending on, the dates thereof. The Financial Statements are prepared in accordance with GAAP, consistently applied from period to period, except that the Interim Financial Statements are subject to normal year-end adjustments, which will not have a Material Adverse Effect on the Subsidiaries, individually or in the aggregate.

(c) All reserves that are set forth in or reflected in the 2008 Reviewed Interim Financial Statements have been established in accordance with GAAP. As at the dates of the 2008 Reviewed Interim Financial Statements, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5, issued by the Financial Accounting Standards Board in March 1975), that are not adequately provided for in the balance sheets as at the dates of the 2008 Reviewed Interim Financial Statements as required by Statement No. 5.

(d) The Subsidiaries have not had any material dispute with their accountants or auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year.

6.7 Licenses and Permits. The Subsidiaries hold all licenses and permits reasonably necessary for each of the Subsidiaries to operate its business as presently conducted except where the failure to hold a license or permit would not have a Material Adverse Effect. Section 6.7 of the Disclosure Schedule sets forth all material licenses and permits held by the Subsidiaries. Such licenses and permits are in good standing, and there are no disciplinary proceedings pending with respect to the Subsidiaries or to the Knowledge of Sellers or the Subsidiaries threatened, before any governmental department or other regulatory agency or group.