Private Media Group (PRVT)

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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):

Private Media Group, Inc. (“Private”) entered into an Agreement and Plan of Reorganization (referred to as the “Merger Agreement”) dated as of January 20, 2009, by and among Private, PRVT Acquisition Corp. I, PRVT Acquisition Corp II, Game Link LLC, eLine, LLC, Mama’s LLC, ThinkForward, Inc., GreenCine, Inc., Ilan Bunimovitz, Andrew Sullivan, Dennis Woo and Peter Marinac, to acquire the business of Game Link LLC and its affiliated company, eLine LLC. For additional information regarding the material terms of this acquisition, see Item 2.01, incorporated herein by reference. The Merger Agreement supersedes a binding Letter of Intent entered into by the parties on November 10, 2008, which expired by its terms in December 2008.

On January 20, 2009, Private completed the acquisition of the business of Game Link LLC and its affiliate, eLine, LLC, companies engaged in the business of digital distribution of adult content over the Internet and online eCommerce development. The acquisition was accomplished by the merger of two wholly owned subsidiaries of Private into the two parent companies of the acquired businesses, ThinkForward, Inc. and GreenCine, Inc. (referred to as the “ Game Link parent companies”), under the Merger Agreement, with the shareholders of the Game Link parent companies receiving 8,534,309 shares of Private Common Stock in exchange for 100% of the common stock of the Game Link parent companies. In addition, the shareholders of the Game Link parent companies are entitled to receive up to an additional 4,595,397 shares of Private Common Stock if the combined EBITDA of the digital media operations of Private and Game Link meet specified targets in 2009, 2010 and 2011. The total value of the acquisition, assuming the EBITDA targets are met in 2009, 2010 and 2011, is EUR 10,210,972 (USD 13,261,002), based on the closing price of Private Common Stock on January 20, 2009. Following the acquisition the Game Link parent companies, Game Link and eLine will continue as wholly owned subsidiaries of Private. Most of the Private shares issued at the completion of the acquisition are subject to a lockup agreement until January 2010.

As part of the acquisition, the owners of Game Link LLC and e Line LLC have agreed to continue to be employed by Game Link for a period of three years following the acquisition, with either party having the right to terminate their employment agreement for specified reasons. The employment agreement with one of the owners, Ilan Bunimovitz, provides for him to be appointed to Private’s Board of Directors by March 2009 and to serve as a director until 2012.

The preceding summary of the Merger 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 Merger Agreement that is included in this report as Exhibit 2.1 and is incorporated herein by reference.

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The information in Item 2.01, with respect to the issuance of shares of Private Common stock is incorporated in this Item 3.02 by reference. The issuance of these shares was not registered under the Securities Act of 1933 in reliance upon exemptions from registration contained in Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. The shares issued or to be issued by us under the Merger 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 have been granted piggyback registration rights by Private. However, most of the shares will nonetheless be subject to a one year contractual lockup agreement which prohibits their transfer.

A copy of the press release issued by Private on January 22, 2009, regarding the acquisition of Game Link and its affiliate is included in this report as Exhibit 99.1.

The historical financial statements of the acquired business will be filed for the periods specified in Rule 3-05(b) of Regulation S-X on or before April 7, 2009.

Private will furnish on or before April 7, 2009, the pro forma financial information required under Article 11 of Regulation S-X in connection with the acquisition of the acquired business.

The following exhibits are filed as part of this report:

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Effective November 15, 2006, Private Media Group, Inc. (the “Company”) appointed Peter T. Cohen as its Chief Operating Officer. Mr. Cohen replaces Javier Sánchez, who was appointed Executive Vice President, Production and Operations of Milcap Media Group, a wholly owned subsidiary of the Company effective November 15, 2006.

From 2003 to 2006 Mr. Cohen was a Managing Partner of MPP Ventures LLC, a consultancy firm providing services to major entertainment companies with respect to strategies for digital content production and distribution on multi-media platforms. From 2001 to 2002 he served as Senior Executive Vice President of Media and Entertainment for BillboardLive. From 1997 to 2001 he held the position as Senior Vice President of Programming for The Box Music Network, a state of the art interactive music video channel distributed throughout the US and select international territories. Prior to this, Mr. Cohen held several senior executive positions at various other media/entertainment companies including HBO, CNN International, MuchMusic and ACTV Inc. Mr. Cohen has a Bachelor’s degree in Human Ecology from The College of the Atlantic, Bar Harbor, Maine, USA.

In connection with Mr. Cohen’s appointment, the Company has agreed to pay him a salary of $200,000 per annum plus certain relocation costs. Mr. Cohen is also eligible to receive an annual performance bonus, based upon the achievement of specified goals in each fiscal year, commencing in 2007. Mr. Cohen’s employment is terminable upon not more than 30 days notice.

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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):

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):