Private Media Group (PRVT)

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer (as defined in Rule 1b-2 of the Act).

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 1b-2 of the Act).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At June 30, 2005, the aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant was $64,393,427. The aggregate market value has been computed by reference to the last sales price of the common stock on June 30, 2005.

On March 24, 2006 the registrant had 52,576,198 shares of Common Stock outstanding.

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value.

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 1b-2 of the Act).    Yes  ¨    No  x

At June 30, 2004, the aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant was $44,278,393. The aggregate market value has been computed by reference to the last sales price of the common stock on June 30, 2004.

On March 18, 2005 the registrant had 50,159,312 shares of Common Stock outstanding.