Edgar Filing: PRIVATE MEDIA GROUP INC

Large Accelerated Filer

Accelerated Filer

Non-accelerated filer

Smaller Reporting Company

Form 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-25067

PRIVATE MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

87-0365673

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Calle de la Marina 16-18, Floor 18, Suite D, 08005 Barcelona, Spain

(Address of European principal executive offices)

34-93-620-8090

(Issuer’s telephone number, including area code)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date


Class		Outstanding at November 7, 2011
Common Stock, par value $.001		21,805,824

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

PRIVATE MEDIA GROUP, INC.

CONSOLIDATED BALANCE SHEETS


	December 31,			September 30, (Unaudited)
	2010			2011			2011
	EUR			EUR			USD
	(in thousands)
ASSETS
Cash and cash equivalents		370			318			430
Trade accounts receivable		4,199			3,205			4,330
Inventories - net (Note 2)		1,790			1,413			1,909
Deferred income tax asset		5,014			5,014			6,776
Prepaid expenses and other current assets		618			481			650

TOTAL CURRENT ASSETS		11,990			10,430			14,095

Library of photographs and videos		8,345			5,936			8,022
Property, plant and equipment		4,397			3,245			4,385
Other intangible assets		4,847			4,772			6,449
Goodwill		9,204			9,204			12,438
Other assets		500			444			600

TOTAL ASSETS		39,283			34,031			45,988

LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term borrowings		2,689			2,397			3,239
Current portion of long-term borrowings		402			297			401
Accounts payable trade		6,146			4,659			6,296
Income taxes payable		1,059			957			1,293
Deferred income taxes		277			277			374
Accrued other liabilities		2,519			2,682			3,624

TOTAL CURRENT LIABILITIES		13,093			11,268			15,228

Contingent consideration payable		514			514			695
Long-term borrowings		1,905			1,844			2,491
Related party payable		30			—			—

TOTAL LIABILITIES		15,542			13,627			18,414

SHAREHOLDERS’ EQUITY

$4.00 Series A Convertible Preferred Stock 10,000,000 shares authorized, none issued and outstanding at December 31, 2010 and September 30, 2011, respectively		—			—			—
Common Stock, $.001 par value, 100,000,000 shares authorized 20,815,824 and 21,805,824 issued and outstanding at December 31, 2010 and September 30, 2011, respectively		869			870			1,176
Additional paid-in capital		30,468			30,468			41,173
Retained earnings		(2,771	)		(6,161	)		(8,325	)
Accumulated other comprehensive income		(4,824	)		(4,773	)		(6,450	)

TOTAL SHAREHOLDERS’ EQUITY		23,742			20,404			27,573

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		39,283			34,031			45,987

See accompanying notes to consolidated statements.

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PRIVATE MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

AND COMPREHENSIVE INCOME (LOSS)


	Three-months ended September 30, (unaudited)						Nine-months ended September 30, (unaudited)
	2010			2011			2010			2011			2011
	EUR			EUR			EUR			EUR			USD
	(in thousands)
Net sales		5,878			4,754			18,277			14,829			20,039
Cost of sales		3,811			3,269			12,124			9,707			13,118

Gross profit		2,066			1,485			6,153			5,121			6,921
Selling, general and administrative expenses		4,565			2,665			11,055			8,222			11,111
Change in fair value of contingent consideration payable		—			—			2,352			—			—

Operating income (loss)		(2,499	)		(1,181	)		(2,551	)		(3,101	)		(4,191	)
Interest expense		97			76			295			265			358
Interest income		1			—			1			2			2

Income (loss) before income taxes		(2,595	)		(1,256	)		(2,844	)		(3,364	)		(4,546	)
Income tax (benefit)		3			12			20			25			34

Net income (loss)		(2,598	)		(1,268	)		(2,864	)		(3,390	)		(4,581	)

Other comprehensive income:
Foreign currency translation adjustments		574			(484	)		(811	)		51			69

Comprehensive income		(2,024	)		(1,752	)		(3,676	)		(3,339	)		(4,512	)

Net income (loss) per share:
Basic		(0.12	)		(0.06	)		(0.13	)		(0.15	)		(0.21	)

Diluted		(0.12	)		(0.06	)		(0.13	)		(0.15	)		(0.21	)

See accompanying notes to consolidated statements.

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PRIVATE MEDIA GROUP, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine-months ended September 30, (unaudited)
	2010			2011			2011
	EUR			EUR			USD
	(in thousands)
Cash flows from operating activities:
Net income (loss)		(2,864	)		(3,390	)		(4,581	)
Adjustment to reconcile net income to net cash flows from operating activities:
Depreciation		559			422			570
Change in fair value of contingent consideration payable		(2,352	)		—			—
Stock based compensation		2			—			—
Bad debt provision		377			396			536
Amortization of other intangible assets		93			76			103
Amortization of web pages		2,161			1,391			1,879
Amortization of photographs and videos		3,732			3,215			4,345
Effects of changes in operating assets and liabilities:
Trade accounts receivable		93			598			808
Inventories		666			377			510
Prepaid expenses and other current assets		(156	)		137			185
Accounts payable trade		12			(1,487	)		(2,009	)
Income taxes payable		—			(102	)		(138	)
Accrued other liabilities		818			162			219

Net cash provided by operating activities		3,140			1,796			2,427
Cash flows used in investing activities:
Investment in library of photographs and videos		(1,456	)		(807	)		(1,090	)
Capital expenditures		(1,182	)		(660	)		(892	)
Investments in (sale of) other assets		186			56			76

Net cash (used in) investing activities		(2,452	)		(1,411	)		(1,907	)
Cash flows from financing activities:
Short-term borrowings – repayments		(433	)		(401	)		(542	)
Short-term borrowings – additions		233			109			147
Long-term borrowings – repayments		(239	)		(656	)		(886	)
Long-term borrowings – additions		270			460			622

Net cash (used in) provided by financing activities		(169	)		(488	)		(660	)
Foreign currency translation adjustment		(811	)		51			69

Net (decrease) increase in cash and cash equivalents		(293	)		(52	)		(70	)
Cash and cash equivalents at beginning of the period		613			370			500

Cash and cash equivalents at end of the period		321			318			430

Cash paid for interest		223			156			211

Cash paid for taxes		20			102			138

See accompanying notes to consolidated statements.

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PRIVATE MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	Common stock				Addi- tional paid-in		Retained			Accum- ulated other compre- hensive			Total share- holders’
	Shares		Amounts		capital		earnings			income			equity
			EUR		EUR		EUR			EUR			EUR
Balance at January 1, 2010		20,704,934		869		30,466		1,564			(3,565	)		29,334
Shares issued in reverse split		890		—		—		—			—			—
Conversion of exchangeable shares		110,000		—		—		—			—			—
Stock based compensation		—		—		2		—			—			2
Translation adjustment		—		—		—		—			(1,259	)		(1,259	)
Net loss		—		—		—		(4,335	)		—			(4,335	)

Balance at December 31, 2010		20,815,824		869		30,468		(2,771	)		(4,824	)		23,742
Conversion of exchangeable shares		990,000		1		—		—			—			1
Translation adjustment		—		—		—		—			51			51
Net loss		—		—		—		(3,390	)		—			(3,390	)

Balance at September 30, 2011		21,805,824		870		30,468		(6,161	)		(4,773	)		20,404

See accompanying notes to consolidated statements.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

1.	Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations have been included. Operating results for the nine months period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on form 10-K for the year ended December 31, 2010.

Solely for the convenience of the reader, the accompanying consolidated financial statements as of September 30, 2011 and for the nine months then ended have been translated into United States dollars (“USD”) at the rate of EUR 0.74 per USD 1.00 the interbank exchange rate on September 30, 2011. The translations should not be construed as a representation that the amounts shown could have been, or could be, converted into US dollars at that or any other rate.

2.	Inventories

Inventories consist of the following:


	December 31,		September 30,
	2010		2011
	EUR		EUR
	(in thousands)
Magazines for sale and resale		564		295
DVDs		1,152		1,068
Other		73		50

		1,790		1,413

3.	Fair value measurements

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists the three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

•

Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (such as a Black-Scholes or Lattice model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

•

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of September 30, 2011, the Company held certain liabilities that are required to be measured at fair value on a recurring basis. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification below has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The fair values of liabilities measured on a recurring basis were determined using the following inputs:

For the year ended December 31, 2010

Level
1

Level
2

Level
3

Net
Fair
Value

Total
Gains
(Losses)

EUR

(in thousands)

Contingent consideration payable (a)

—

514

4,189

Total

—

514

4,189

For the nine months ended September 30, 2011

Level
1

Level
2

Level
3

Net
Fair
Value

Total
Gains
(Losses)

EUR

(in thousands)

Contingent consideration payable (a)

—

514

—

Total

—

514

—

(a)

Under certain acquisition agreements, the Company has agreed to pay the sellers earnouts based on the performance of the businesses acquired. These earnout payments will be made in common stock of the Company. Contingent consideration payable is measured at its acquisition date fair value. Contingent consideration payable in the tables above represents the estimated fair value of additional future earn-outs payable for such acquisitions and is based on management’s estimates and entity-specific assumptions, which are Level 3 inputs.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3).


	Contingent Consideration Payable
	EUR
	(in thousands)
Balance at January 1, 2010		4,703
Change in fair value recorded in earnings		(4,189	)

Balance at December 31, 2010		514

Balance at September 30, 2011		514

4.	Earnings (loss) per share

The following table sets forth the computation of basic and diluted earnings per share:


	Three-months ended September 30,						Nine-months ended September 30,
	2010			2011			2010			2011
Numerator: (EUR in thousands)
Net income (loss)		(2,598	)		(1,268	)		(2,864	)		(3,390	)

Denominator:
Denominator for basic earnings per share – weighted average shares outstanding		22,005,824			22,005,824			22,005,508			22,005,824

Effect of dilutive securities:
Common stock warrants, convertible notes, options and other dilutive securities		—			—			—			—

Denominator for diluted earnings per share – weighted average shares and assumed conversions		—			—			—			—

Earnings (loss) per share (in EUR)
Basic		(0.12	)		(0.06	)		(0.13	)		(0.15	)

Diluted		(0.12	)		(0.16	)		(0.13	)		(0.15	)

For the three and nine months ended September 30, 2010, basic earnings per share include exchangeable shares equivalent to 1,300,000 shares of common stock outstanding in the period. For the three and nine months ended September 30, 2011, basic earnings per share include exchangeable shares equivalent to 200,000 shares of common stock outstanding in the period.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

5.	Stock-based compensation

The Company has an expired Employee Stock Option Plan (“the 1999 Plan”) and a new Equity Incentive Plan (the “2009 EIP”) available as described below. The compensation cost charged against income for the nine-month period ended September 30, 2010 was EUR 2 thousand, which is included in selling, general and administrative expense. The charge of compensation cost had no impact on tax since none of the option beneficiaries are taxable in the U.S. and tax rules are different in the beneficiaries’ respective tax jurisdictions.

The 1999 Plan

The 1999 Plan, which was in effect until its expiration on March 1, 2009, allowed the Company to grant options to purchase common stock to designated employees, executive officers, directors, consultants, advisors and other corporate and divisional officers of Private Media Group. The 1999 Plan authorized the Company to grant stock options exercisable for up to an aggregate of 2,400,000 shares of common stock. No stock options may be granted under the 1999 Plan, following its expiration, on March 1, 2009.

Under the expired plan, the purchase price (exercise price) of option shares had to be at least equal to the fair market value of such shares on the date the stock option was granted. The stock option was exercisable for a period of ten years from the date of grant or such shorter period as was determined by the Company. Each stock option under the plan provided that it was exercisable in full or in cumulative or non-cumulative installments, and each stock option was exercisable from the date of grant or any later date specified in the option. Unless otherwise provided by the Company, an optionee could not exercise a stock option unless from the date of grant to the date of exercise the optionee remained continuously in the Company’s employ. At September 30, 2011, options for 8,668 shares were still outstanding under the 1999 Plan.

The 2009 EIP

The 2009 EIP is shareholder approved and came into effect on December 16, 2009. It allows the Company to grant incentive stock options, non-statutory stock options, restricted stock, unrestricted stock and other equity-based awards, such as stock appreciation rights, phantom stock awards, and restricted stock units, which we refer to collectively as Awards. The Company may issue up to 2,066,667 shares of its common stock pursuant to Awards granted. Shares pursuant to Awards that have expired or are forfeited will be returned to the 2009 EIP.

The Company may grant Awards under the 2009 EIP to employees, directors and consultants of Private Media Group. No Awards may be granted after the 2009 EIP expires on December 15, 2019. The purchase price (exercise price) of option shares must be at least equal to the fair market value of such shares on the date the stock option is granted or such later date the Company may specify. Each Award may provide that it is exercisable in full or in cumulative or non-cumulative installments, and each Award is exercisable from the date of grant or any later date specified in the Award. Awards must expire within a period of ten years from the date of grant or such shorter period as is determined by the Company. Unless otherwise provided by the Company, an Award holder may not exercise an Award unless from the date of grant to the date of exercise the holder remains continuously in the Company’s employ.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

At September 30, 2011, Awards for 2,065,667 shares were available for future grant under the 2009 EIP. Awards become exercisable on their respective vesting dates with vesting terms determined by management and approved by the Company’s compensation committee.

A summary of stock option activity for the nine month period ended September 30, 2011 is a follows:


	Number of Shares		Weighted- Average Exercise Price in USD		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value¹ in Thousands of USD
Outstanding January 1, 2011		9,668		6.42
Granted		—		—
Exercised		—		—
Forfeited		—		—

Outstanding September 30, 2011		9,668		6.42		1.0		—

Exercisable September 30, 2011		9,668		6.42		1.0		—

Stock-based compensation cost for stock awards is measured based on the closing fair market value of the Company’s common stock on the date of grant.

Stock-based compensation cost for option awards is measured on the date of grant using the Black-Scholes option pricing model. The following general assumptions are used: a) expected volatility is based on historical volatility of our stock, b) expected life is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior, c) risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and d) dividend yield is zero based on the Company’s current dividend policy. During the nine month periods ended September 30, 2010 and 2011 no grants were made.

As of September 30, 2011, there was no unrecognized compensation cost related to nonvested option granted under the Plan. The total fair value of all options vested and outstanding at September 30, 2010 and 2011, was USD 42 thousand and USD 22 thousand, respectively.

6.	Income Taxes

The Company’s subsidiaries file income tax returns in numerous tax jurisdictions, including the United States, several U.S. states and several non-U.S. jurisdictions, primarily in Europe. The statute of limitations varies by the various jurisdictions in which we operate. Because of the number of jurisdictions in which we file tax returns, in any given year the statute of limitations in certain jurisdictions may lapse without examination within the 12-month period from the balance sheet date. Other than the recurring effect of changes in unrecognized tax benefits due to the lapse of the statute of limitations, none of which are expected to be individually significant, management believe there are no other reasonably possible changes

¹	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for the options that were in-the-money at September 30, 2011.

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PRIVATE MEDIA GROUP, INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

that will significantly impact the amount of tax benefits recognized in the Company’s financial statements within the 12-month period from the balance sheet date. The Company has substantially concluded all US Federal and State income tax matters for years up to and including 2004 and 2002 respectively, and all foreign income tax matters for years up to 2003.

The Company’s practice is to recognize interest and penalties related to income tax matters in interest and other expenses respectively. Interest and penalties amounting to EUR 367 thousand were accrued as of September 30, 2011, of which EUR 24 thousand was recognized as interest expense during the nine-month period then ended.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read this section together with the consolidated financial statements and the notes and the other financial data in this Report. The matters that we discuss in this section, with the exception of historical information, are forward-looking statements within the meaning of the Private Securities Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Potential risks and uncertainties relate to factors such as: (1) the timing of the introduction of new products and services and the extent of their acceptance in the market; (2) our expectations of growth in demand for our products and services; (3) our ability to successfully implement expansion and acquisition plans; (4) the impact of expansion on our revenue, cost basis and margins; (5) our ability to respond to changing technology and market conditions; (6) the effects of regulatory developments and legal proceedings with respect to our business; (7) the impact on the Company and its investors from the outcome of legal proceedings referred to in Part II – Other Information - Item 1 – Legal Proceedings; (8) the impact of exchange rate fluctuations; and (9) our ability to obtain additional financing. The foregoing list of factors is not exhaustive. For a more complete list of factors that may cause results to differ materially from projections, please refer to the Risk Factors section of our Annual Report for 2010 filed on Form 10-K.

Overview

We are an international provider and distributor of adult media content. We acquire or license content from independent studios, producers and directors and process these images into products suitable for popular media formats such as digital media content for Broadcasting, Mobile and Internet distribution, and print publications and DVDs. In addition to media content, we also generate additional sales through the licensing of our Private trademark to third parties.

On January 20, 2009 we expanded our Internet operations through the acquisition of Game Link LLC and its affiliates, companies engaged in digital distribution of adult content over the Internet and eCommerce development. GameLink is a leading US adult entertainment VOD and eCommerce platform through its GameLink.com website. The site’s installed user base represents over one million domestic and international customers and it serves over 100,000 users daily. Including 70,000 video titles, GameLink has one of the largest libraries of digital and physical adult media and novelties in the United States.

On October 29, 2009 we continued the ongoing expansion of our global digital media platform through the acquisition of Sureflix Digital Distribution and its affiliates, companies engaged in the business of digital distribution of premium gay adult content. Sureflix is a leading global supplier of adult programming. The company operates a vast network of more than 100 pay-per-view VOD websites and has a North American broadcast presence. It represents premium production studios in global television broadcast (cable, satellite), mobile, IPTV and Internet VOD markets. Sureflix has not only in-depth knowledge of adult programming, but also significant VOD technology and marketing expertise.

We operate in a highly competitive, service-oriented market and are subject to changes in business, economic and competitive conditions. Nearly all of our products compete with other products and services that utilize adult leisure time and disposable income. Although we believe our products are well-established in the adult entertainment industry, we compete with entities selling adult oriented products via any type of distribution network, including the Internet. Many of these products are similar to ours. Over the past few years, the adult entertainment industry has undergone significant change. Traditional producers of softcore content as well as mainstream providers of media content have shifted to producing hardcore content. As a result, we face greater competition to distribute hardcore content. This shift has also led to industry

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consolidation, creating fewer, more financially formidable competitors. Recently, the introduction of a large number of free content Internet sites that allow users to access large libraries of content has created an even more challenging environment where both sales volume and margins are decreasing substantially. In addition, the recent recession has shown that the adult industry is not immune to economic cycles.

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We generate revenues primarily through:

•

Internet e-commerce, subscriptions and licensing;

•

the broadcasting of movies through IPTV (Internet Protocol Television), cable, satellite and hotel television programming;

•

sales of DVDs and magazines;

•

sales of adult mobile content, B2B “on-portal” and B2C “off-portal” (wireless); and

•

content, brand name and trademark licensing.

Over time, we expect net sales from DVDs & magazines to continue to decline as a percentage of net sales in relation to total net sales from Internet, broadcasting and wireless. We expect net sales from Internet and wireless broadcasting to grow during the coming years.

We recognize net sales on delivery (for further information, see Critical Accounting Estimates).

Even though we recognize net sales upon delivery, we generally provide extended payment terms to our distributors of between 90 and 180 days. Although our extended payment terms increase our exposure to accounts receivable write-offs, we believe our risk is minimized by our generally long-term relationships with our distributors. In addition, we view our extended payment terms as an investment in our distribution channels which are important to the growth of our business.

Our primary expenses include:

•

web page development costs;

•

acquisition and licensing of content for our library of photographs and videos;

•

printing, processing and duplication costs; and

•

selling, general and administrative expenses.

We released 71 proprietary video titles during 2010. The releases included both new and archival material. We expect to release 60 video titles in 2011. During the first nine months of 2011 we released 39 titles most of which were archival material, however, as from September 2011 and going forward we expect to release at least five new titles and one archival title per month.

Over the years, our cost of sales has been fluctuating relative to net sales due to our use of new mediums for our products, such as the Internet, broadcasting and wireless. We also incur significant intangible expenses in connection with the amortization of our library of photographs and movies and capitalized development costs, which include the Internet. We amortize these tangible and intangible assets on a straight-line basis for periods of between three and five years.

Restructuring

During 2009 and 2010 we faced several organizational challenges as a result of the acquisitions and integration of the online businesses GameLink and Sureflix into the group. Parallel with the integration, we rebuilt our signature property, private.com, and restructured our affiliate programs in all properties to

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compete aggressively for affiliate traffic. In addition, we have restructured our departments with resources highly skilled in affiliate traffic development and shifted our emphasis from account management towards sales. We have also developed solutions for critical new markets: gay, international and mobile. Furthermore, as a response to decreased margins in the adult entertainment industry, we have reviewed, analyzed and continued to restructure the operations of the non-online part of the business in order to become more cost effective. All the aforementioned processes have had impact both in terms of lost sales and additional selling, general and administrative expenses. However, as part of these processes, during 2010 we reduced our workforce by 34% from 168 to 112 employees and we expect to continue this process as we become more efficient and enjoy economies of scale from the aforementioned acquisitions. In 2011, we have benefited from the continued restructuring and reduced our costs. For example, for the nine months ended September 30, 2011 we reduced payroll by EUR 2.1 million, or 37%, compared to the same period in 2010. The number of employees as of September 2011 was 98.

Critical Accounting Estimates

General

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to impairment of the library of photographs and videos and other long lived assets, allowances for bad debt, income taxes and contingencies and litigation. Accounts receivable and sales related to certain products are, in accordance with industry practice, subject to distributors right of return to unsold items. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Management periodically reviews such estimates. Actual results may differ from these estimates as a result of unexpected changes in trends.

We believe the following critical accounting policies are significantly affected by judgments and estimates used in the preparation of our consolidated financial statements.

Recognition of Revenue

The Company’s primary sources of revenue are the sale of content delivered via Internet, broadcasting, DVD & magazines and mobile phones.

Internet video on-demand offerings are sold directly via the Company’s online retail websites and are paid for almost exclusively by credit card. The Company recognizes revenue from video-on-demand when the service is rendered and collectability is reasonably assured, specifically, when the customer’s credit card is charged, which is, in most cases, simultaneous with delivery of the on-demand video. Credit card payments accelerate cash flow and reduce the Company’s collection risk, subject to the merchant bank’s right to hold back cash pending settlement of the transactions. The Company also offers a prepaid video-on-demand service in which a customer purchases a number of minutes of on-demand video at a set rate per minute based on the number of minutes purchased. The rate per minute decreases as the number of prepaid minutes increases. The Company records revenue from pre-pay customers as deferred revenue prior to commencement of services and recognizes revenue as the services are rendered. Prepaid minutes purchased under this program do not expire.

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The Company also offers a customer loyalty program under which each member’s purchase of video on-demand, DVDs, movie downloads, books, novelties or other items earns the member one point for each dollar spent. After accumulating 150 points, a customer may redeem the points for a $5 purchase. Points increase in value as they are accumulated and redeemed, with a maximum accumulation of 2,000 points, which may be redeemed for a $200 purchase. All of a customer’s points expire after 180 days of no purchase activity. Because the value of the award points is not significant in relation to the value of the services or products purchased by the customer, the Company records a liability for the estimated cost of the discounted services or products to be provided in the future.

Revenues from the sale of subscriptions to the Company’s Internet website are deferred and recognized ratably over the subscription period.

IPTV (Internet Protocol Television), satellite & cable broadcasting revenues are recognized upon delivery when the following conditions have been met (i) license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale (ii) the arrangement fee is fixed or determinable and (iii) collection of the arrangement fee is reasonably assured. Such revenues may be generated by either a fixed license fee or as an agreed percentage of sales, based on sales reported each month by the Company’s IPTV, cable and satellite affiliates. The affiliates do not report actual monthly sales for each of their systems to the Company until approximately 60 - 90 days after the month of service ends. This practice requires management to make monthly revenue estimates based on historical experience for each affiliated system. Revenue is subsequently adjusted to reflect the actual amount earned upon receipt. Adjustments made to adjust revenue from estimated to actual have historically been immaterial.

DVDs & Magazines (physical products) are sold both to wholesalers, on firm sale basis, and via national newsstand distributors, with the right to return. Our physical products are generally multi-lingual and the principal market is in Europe. Revenues from the sale of physical products where distributors are not granted rights-of-return are recognized upon transfer of title, which generally occurs upon delivery. Revenues from the sale of physical products under consignment agreements with distributors are recognized based upon reported sales by the Company’s distributors. Revenues from the sale of physical products under agreements that grant distributors rights-of-return are recognized upon transfer of title, which generally occurs on delivery, net of an allowance for returned product. Distributors with the right to return are primarily national newsstand distributors. Most of our products are bi-monthly (six issues per year) and remain on sale at a newsstand for a period of two months. Normally, all unsolds are reported to us within a period of four to six months from delivery. There are normally two to four national newsstand distributors for all newspapers and periodicals operating in each country. A majority of our national newsstand distributors are members of Distripress, the international organization for publishers and distributors, and carry out the distribution of the largest national and international newspapers and periodicals, including: Financial Times, Herald Tribune, Time, Newsweek, Vogue, etc. The Company uses specific return percentages per title and distributor based on estimates and historical data. The percentages vary from 50-80%. Percentages are reviewed on an on-going basis. Magazines have an approximate retail price of EUR 11.50 (USD 15.95) per copy and are printed on glossy high-quality paper at a cost of EUR 1.25 (USD 1.75). They are often shrink-wrapped in order to comply with local regulation or guidance for the sale of adult publications. In view of the high retail price, the margin and the physical quality of the magazines and the fact that the content has a very long “shelf-life” since it is not particularly linked to time, trends, fashion or current events, the Company has always collected the returns from newsstands in order to make them available for sale again. The Company operates scheduled re-distribution of returned magazines, via national newsstand distributors, together with DVDs as Magazine/DVD packs as a way of increasing DVD distribution. Since the national newsstand distributors have the right to return, the DVD packs are

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returned in order to be sold via an additional scheduled re-distribution. The retail price for products sold via re-distribution vary between EUR 14.95-19.95 (USD 20.75-27.70). Magazine returns not re-distributed as per above are sold on a firm sale basis to wholesalers as back numbers at a lower price than new issues. The Company has historically sold all returned copies at an average price higher than, or equal, to cost.

Revenues from mobile content (wireless) sales are recognized based on sales reported each month by mobile operators via aggregators. The aggregators do not report actual monthly sales for each of their operators to the Company until approximately 60 - 90 days after the month of service ends. This practice requires management to make monthly revenue estimates based on historical experience for each affiliated system. Revenue is subsequently adjusted to reflect the actual amount earned upon receipt. Adjustments made to adjust revenue from estimated to actual have historically been immaterial.

Accounts receivable

We are required to estimate the collectability of our trade receivables and notes receivable. A considerable amount of judgment is required in assessing the ultimate realization of these receivables including the current credit-worthiness of each customer. Significant changes in required reserves have been recorded in the past and may occur in the future due to the current market environment.

Management reviews the allowance for doubtful accounts on at least a quarterly basis and adjusts the balance based on their estimate of the collectability of specific accounts as well as a reserve for a portion of other accounts which have been outstanding for more than 180 days. This estimate is based on historical losses and information about specific customers. After collection attempts have failed, the Company writes off the specific account.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price paid over the fair value of the net assets of businesses acquired.

Other Intangible Assets represents the value attributable to: a) Customer base, which was acquired from two of the Company’s former distributors in the U.S. and in Canada in 2001 and 2003, respectively. The amortization expense is calculated on a straight-line basis over 10 years for each acquisition, b) Broadcasting asset, which was acquired from International Film Production and Distribution Limited in 2003. At the time of acquisition, the asset was deemed to have an indefinite life and is not subject to amortization, and c) Trade and Domain names, which were acquired from GameLink and Sureflix. At the time of acquisition, the assets were deemed to have an indefinite life and are not subject to amortization.

Goodwill and indefinite lived intangible assets are reviewed annually for impairment (or more frequently if indicators of impairment arise). Further, separable intangible assets that are not deemed to have an indefinite life are amortized over their expected useful lives.

During 2008, 2009 and 2010, we had impairment charges of EUR 293 thousand, EUR 884 thousand and EUR 1,562 thousand, respectively. Considering factors such as the delisting of our common stock from NASDAQ Global Market and our continuing losses, these may be indicators of impairment of goodwill and other intangible assets. At the year end the Company will perform a complete analysis of such issues and it is possible that impairments may arise.

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Impairment of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets when events or circumstances indicate the carrying value may not be recoverable through the estimated undiscounted cash flows from the use of the asset. An impairment loss is then measured as the amount by which the carrying value of the asset exceeds its estimated fair value. In 2010, the Company had an impairment charge of EUR 548 thousand relating to developed website technology. Going forward additional impairment charges may occur.

Inventories

Inventories are valued at the lower of cost or market, with cost principally determined on an average basis. Inventories principally consist of DVD’s and magazines held for sale or resale. The inventory is written down to the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, write-downs may be required.

Three months ended September 30, 2011 compared to the three months ended September 30, 2010

Net sales. For the three months ended September 30, 2011, we had net sales of EUR 4.8 million compared to net sales of EUR 5.9 million for the three months ended September 30, 2010, a decrease of EUR 1.1 million, or 19%. Internet sales decreased EUR 0.6 million to EUR 3.1 million, which represents a decrease of 16% compared to the same period last year. The reduction in Internet sales was primarily attributable to a decrease in sales from our North American websites as a result of foreign exchange rate changes and a reduction in sales from our Gay Content division. Broadcasting sales decreased EUR 0.1 million to EUR 0.8 million, which represents a decrease of 15% compared to the same period last year. The decrease was primarily the result of fewer newly released titles being broadcasted in 2011. Wireless sales decreased EUR 0.1 million to EUR 0.3 million, which represents a decrease of 16% compared to the same period last year. The decrease was primarily the result of migration from on-portal² sales to off-portal sales from Smart Phone users which is included in Internet sales. DVD & Magazine sales decreased EUR 0.3 million, or 38%, to EUR 0.5 million. The reduction in DVD & Magazine sales was primarily attributable to an industry wide decrease in DVD sales in the period.

For the three months ended September 30, 2011 compared to the three months ended September 30, 2010, the average U.S. dollar exchange rate was 8% less, which decreased all our sales, cost and expenses denominated in U.S. dollars by the same percentage. Fluctuations in exchange rates between the euro and the dollar can affect the comparability of our results from one period to another. We translate our consolidated subsidiaries whose functional currency is not the euro into the euro for reporting purposes. Income statement amounts are translated into euro using the average exchange rate for the period. The balance sheet is translated at the period-end exchange rate.

Cost of Sales. Our cost of sales was EUR 3.3 million for the three months ended September 30, 2011 compared to EUR 3.8 million for the three months ended September 30, 2010, a decrease of EUR 0.5 million, or 14%. Included in cost of sales is Internet, broadcasting and wireless, printing, processing and duplication and amortization of library. Internet cost was EUR 1.9 million for the three months ended

The on-portal business model is based on providing the consumer content through aggregators and carriers via non-Internet enabled cell phones, while the off-portal business model provides substantially improved margins as content is sold directly by the Company to the consumer via Internet enabled Smart Phones.

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September 30, 2011 compared to EUR 2.1 million for the three months ended September 30, 2010. Internet cost as a percentage of related sales in the period was 62% compared to 57% in the same period last year. The decrease of EUR 0.2 million was primarily the result of foreign exchange rate changes and reduced sales. However, Internet cost did not decrease in line with the reduction in sales as website amortization does not vary with sales. There was no broadcasting and wireless cost for the three months ended September 30, 2011 compared to EUR 0.1 million for the three months ended September 30, 2010. The reduction in cost was due to the reversal of provisions for expected broadcasting cost. Printing, processing and duplication cost was EUR 0.3 million for the three months ended September 30, 2011 compared to EUR 0.4 million for the three months ended September 30, 2010, a decrease of EUR 0.2 million, or 35%. The decrease was primarily a reflection of the decrease in sales. Printing, processing and duplication cost as a percentage of DVD & Magazine sales was 53% for the three months ended September 30, 2011 compared to 50% in the same period last year. Amortization of library was EUR 1.0 million for the three months ended September 30, 2011 compared to EUR 1.2 million for the three months ended September 30, 2010. Amortization of library does not vary with sales since it reflects the amortization of our investments in content which has been available for sale for a period of three to five years.

Gross Profit. In the three months ended September 30, 2011, we realized a gross profit of EUR 1.5 million, or 31% of net sales compared to EUR 2.1 million, or 35% of net sales for the three months ended September 30, 2010. The decrease in gross profit as a percentage of sales was primarily the result of reduced sales and the impact of amortization of library and websites which does not vary with sales.

Selling, general and administrative expenses. Our selling, general and administrative expenses were EUR 2.7 million for the three months ended September 30, 2011 compared to EUR 4.6 million for the three months ended September 30, 2010, a decrease of EUR 1.9 million, or 42%. The decrease was primarily the result of reduced payroll, expenses and depreciation by EUR 0.9 million, EUR 0.8 million and EUR 0.2 million, respectively.

Operating profit/loss. We reported an operating loss of EUR 1.2 million for the three months ended September 30, 2011 compared to an operating loss of EUR 2.5 million for the three months ended September 30, 2010. For the three month period ended September 30, 2011, the operating result improved by EUR 1.3 million as a result of reduced selling, general and administrative expenses offset by reduced gross profit.

Interest expense. We reported interest expense of EUR 0.1 million for the three months ended September 30, 2011, compared to EUR 0.1 million for the three months ended September 30, 2010.

Income tax expense/benefit. We reported no income tax expense or benefit for the three months ended September 30, 2011 and 2010.

Net Income/loss. We reported a net loss of EUR 1.3 million for the three months ended September 30, 2011, compared to a net loss of EUR 2.6 million for the three months ended September 30, 2010.

Nine months ended September 30, 2011 compared to the nine months ended September 30, 2010

Net sales. For the nine months ended September 30, 2011, we had net sales of EUR 14.8 million compared to net sales of EUR 18.3 million for the nine months ended September 30, 2010, a decrease of EUR 3.4 million, or 19%. Internet sales decreased EUR 1.6 million to EUR 9.8 million, which represents a

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decrease of 14% compared to the same period last year. The reduction in Internet sales was primarily attributable to a decrease in sales from our North American websites as a result of foreign exchange rate changes and a reduction in sales from our Gay Content division. Broadcasting sales decreased EUR 0.5 million to EUR 2.5 million, which represents a decrease of 15% compared to the same period last year. The decrease was primarily the result of fewer newly released titles being broadcasted in 2011. Wireless sales decreased EUR 0.4 million to EUR 0.8 million, which represents a decrease of 36% compared to the same period last year. The decrease was primarily the result of migration from on-portal sales to off-portal sales from Smart Phone users which is included in Internet sales. DVD & Magazine sales decreased EUR 0.9 million, or 37%, to EUR 1.7 million. The reduction in DVD & Magazine sales was primarily attributable to an industry wide decrease in DVD sales in the period.

For the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, the average U.S. dollar exchange rate was 7% less, which decreased all our sales, cost and expenses denominated in U.S. dollars by the same percentage. Fluctuations in exchange rates between the euro and the dollar can affect the comparability of our results from one period to another. We translate our consolidated subsidiaries whose functional currency is not the euro into the euro for reporting purposes. Income statement amounts are translated into euro using the average exchange rate for the period. The balance sheet is translated at the period-end exchange rate.

Cost of Sales. Our cost of sales was EUR 9.7 million for the nine months ended September 30, 2011 compared to EUR 12.1 million for the nine months ended September 30, 2010, a decrease of EUR 2.4 million, or 20%. Included in cost of sales is Internet, broadcasting and wireless, printing, processing and duplication and amortization of library. Internet cost was EUR 5.7 million for the nine months ended September 30, 2011 compared to EUR 7.0 million for the nine months ended September 30, 2010. Internet cost as a percentage of related sales in the period was 58% compared to 61% in the same period last year. The decrease of EUR 1.3 million was primarily the result of foreign exchange rate changes, reduced sales and reduced website amortization as a result of an old website which was decommissioned in May 2010. Broadcasting and wireless cost was EUR 0.1 million for the nine months ended September 30, 2011 compared to EUR 0.2 million for the nine months ended September 30, 2010. The reduction in cost was due to the reversal of provisions for expected cost. Printing, processing and duplication cost was EUR 0.7 million for the nine months ended September 30, 2011 compared to EUR 1.2 million for the nine months ended September 30, 2010, a decrease of EUR 0.5 million, or 38%. The decrease was primarily a reflection of the decrease in sales. Printing, processing and duplication cost as a percentage of DVD & Magazine sales was 45% for the nine months ended September 30, 2011 compared to 46% in the same period last year. Amortization of library was EUR 3.2 million for the nine months ended September 30, 2011 compared to EUR 3.7 million for the nine months ended September 30, 2010. Amortization of library does not vary with sales since it reflects the amortization of our investments in content which has been available for sale for a period of three to five years.

Gross Profit. In the nine months ended September 30, 2011, we realized a gross profit of EUR 5.1 million, or 35% of net sales compared to EUR 6.2 million, or 34% of net sales for the nine months ended September 30, 2010. The increase in gross profit as a percentage of sales was primarily the result of reduced amortization of library and websites.

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Selling, general and administrative expenses. Our selling, general and administrative expenses were EUR 8.2 million for the nine months ended September 30, 2011 compared to EUR 11.1 million for the nine months ended September 30, 2010, a decrease of EUR 2.8 million, or 26%. The decrease was primarily the result of reduced payroll, expenses and depreciation by EUR 2.1 million, EUR 0.6 million and EUR 0.1 million, respectively.

Operating loss. We reported an operating loss of EUR 3.1 million for the nine months ended September 30, 2011 compared to EUR 2.6 million for the nine months ended September 30, 2010. Discounting the effect of EUR 2.4 million in gain from change in fair value of contingent consideration payable in the nine month period ended September 30, 2010, the operating result improved by EUR 1.8 million in the nine month period ended September 30, 2011 as a result of reduced selling, general and administrative expenses offset by reduced gross profit.

Interest expense. We reported interest expense of EUR 0.3 million for the nine months ended September 30, 2011, compared to EUR 0.3 million for the nine months ended September 30, 2010.

Income tax expense/benefit. We reported no income tax expense or benefit for the nine months ended September 30, 2011 and 2010.

Net loss. We reported a loss of EUR 3.4 million for the nine months ended September 30, 2011, compared to EUR 2.9 million for the nine months ended September 30, 2010.

Liquidity and Capital Resources

We reported a working capital deficit of EUR 0.8 million at September 30, 2011, a decrease of EUR 0.3 million compared to the year ended December 31, 2010. The improvement in working capital is principally attributable to a decrease in current liabilities.

Operating Activities

Net cash provided by operating activities was EUR 1.8 million for the nine months ended September 30, 2011, and was primarily the result of net income, as adjusted for non-cash transactions, offset by cash related to changes in operating assets and liabilities. The net loss of EUR 3.4 million was adjusted to reconcile net income to net cash flows from operating activities with bad debt provision of EUR 0.4 million, amortization of other intangible assets of EUR 0.1 million, amortization of web pages of EUR 1.4 million, depreciation of EUR 0.4 million and amortization of photographs and videos of EUR 3.2 million making a total of EUR 2.1 million. The total of EUR 1.5 million was added to by changes in trade accounts receivable, inventories, prepaid expenses and other current assets, and accrued other liabilities totaling EUR 1.3 million offset by EUR 1.6 million from accounts payable trade and income taxes payable. Net cash provided by operating activities was EUR 3.1 million for the nine months ended September 30, 2010. The decrease in net cash provided by operating activities of EUR 1.3 million for the nine months ended September 30, 2011 compared to the same period last year was the result of net income, as adjusted for non-cash transactions, and cash related to changes in operating assets and liabilities.

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Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2011 was EUR 1.4 million. The investing activities were principally capital expenditures of EUR 0.7 million and investment in library of photographs and videos of EUR 0.8 million, which was carried out in order to maintain the 2011 release schedules. Net cash used in investing activities decreased EUR 1.0 million over the same period last year. The decrease is principally due to decreased investment in library of photographs and videos and decreased capital expenditure related to website activities.

Financing Activities

Net cash used in financing activities for the nine-month period ended September 30, 2011 was EUR 0.5 million. Net cash used in financing activities for the nine-month period ended September 30, 2010 was EUR 0.2 million. The change of EUR 0.3 million was primarily the result of repayments on borrowings.

Liquidity

In each of the past three years we have experienced losses from operations. At December 31, 2010, we had cash and cash equivalents of EUR 370,000 and a working capital deficit of EUR 1,102,000. As a result, our independent registered public accounting firm has concluded that there is substantial doubt as to our ability to continue as a going concern, and has modified its report in the form of an explanatory paragraph describing the events that have given rise to this uncertainty. Our ability to continue as a going concern is based on our ability to generate or obtain sufficient cash to meet our obligations on a timely basis and ultimately to attain profitable operations. We currently expect future growth and to return to profitability provided we are successful with the following objectives:

•

the continued rollout and successful marketing of our Internet platforms, including: a) our newly built signature property and membership platform private.com, b) our cutting edge mobile platforms for Smart Phones and c) our multinational eCommerce VOD platform;

•

the successful marketing of our affiliate programs for all our properties to compete aggressively for, and attract, affiliate traffic;

•

continuing the rollout of our content on cable and IPTV video-on demand platforms;

•

completing the integration of businesses acquired in 2009;

•

consolidating and restructuring our operations into an efficient new media business;

•

outsourcing of non-cost effective parts of our operations; and

•

identifying and exploring new online business opportunities which are less dependent on content.

If we are not successful in implementing the above objectives, or if we otherwise do not successfully respond to changing conditions in the adult entertainment industry, we may continue to incur significant losses. There can be no assurance that we will be able to operate profitably in the future.

We expect that our available cash resources and cash generated from operations will be sufficient to meet our presently anticipated working capital and capital expenditure requirements for at least the next 12 months. However, no assurance can be given that our cash flow will be sufficient for that purpose. Moreover, there is no assurance that we will not be required to respond to unanticipated requirements. We are presently engaged in litigation in New York state court

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with a third party lender regarding our obligations under a promissory note. An adverse outcome in this dispute would likely have a material impact upon our liquidity if we are unable to obtain additional debt or equity financing to satisfy any resulting liability. In addition, this lender has obtained an order from the court attaching assets of the Company as security for the promissory note. Because the court found there to be a serious question as to the Company’s ability to satisfy a judgment in the event Consipio is ultimately successful on the merits of the case, on August 30, 2011, the court entered an Order of Attachment against the Company inclusive of probable interest, costs and Sheriff’s fees and expenses in the approximate amount of $7.35 million. For additional information regarding this litigation, see Disputed Contractual Obligation and Part II - Item 1 – Legal Proceedings below.

We currently have no additional availability under our existing credit facilities. The existence of a going concern exception by our auditors may make it more difficult to obtain additional bank financing if and when required. If additional funds are raised through the issuance of equity securities, our shareholders’ percentage ownership will be reduced, they may experience additional dilution, or these newly issued equity securities may have rights, preferences, or privileges senior to those of our current shareholders. Additional financing may not be available when needed on terms favorable to us, or at all. In this regard, in the past most of our bank financing has included the guaranty of affiliated companies of our Chairman and principal shareholder, Berth Milton, and a pledge of shares of common stock owned by him or his affiliated companies. We cannot assure you that Mr. Milton or his affiliated companies will guaranty future debt financings or that such guaranties will be sufficient to obtain future debt financings. If adequate funds are not available or are not available on acceptable terms, we may be unable to develop or enhance our products and services, take advantage of future opportunities, maintain the scope of our operations or respond to competitive pressures or unanticipated requirements, which could harm our business.

On November 15, 2011, our common stock was delisted from the NASDAQ Global Market. The delisting was primarily due to non-compliance with certain NASDAQ listing rules. This delisting of our common stock could negatively impact us by reducing liquidity and the market price of our common stock which could adversely affect our ability to obtain financing for the continuation of our operations. This delisting could also impair the value of our investor’s investment.

Disputed Contractual Obligation

In December 2001 the group’s holding company, Private Media Group, Inc., borrowed $ 4.0 million from Commerzbank AG pursuant to a Note originally due on December 20, 2002. The Note bore interest at an annual rate of 7%, payable quarterly, with the entire principal amount and accrued interest originally due on December 20, 2002. The Note was guaranteed by Slingsby Enterprises Limited, an affiliate of Berth Milton, Private’s Chairman, President and principal shareholder, and the guaranty was secured by 5,600,000 shares of Private Media Group, Inc. common stock. In December 2002 Commerzbank AG agreed to extend the maturity date of the Note to March 20, 2003. In April 2003 the Note was acquired by Consipio Holding b.v. from Commerzbank AG, and Consipio and Private reached an agreement-in-principle with Consipio to extend the maturity of the Note until April 2008. However, Consipio and Private were unable to reach final agreement on other terms and conditions relating to the restructured Note. Accordingly, in December 2003 Consipio notified Private and Slingsby Enterprises that Private was in default under the Note, and demanded $3.4 million as payment in full of all outstanding principal and interest under the Note. The Company continued to make regular payments on the Note, including principal and accrued interest, through February 2008. In April 2008 Consipio requested Private to pay the remaining balance of the Note, without indicating the amount due. Private in turn requested that Consipio provide a statement of the amount due and the basis for its calculation. In response, Consipio demanded payment of $3,194,000 as settlement in full of the Note, to be received by May 9, 2008. This calculation was made using an interest rate of 9.9%, as opposed to the 7% rate provided under the original terms of the Note. Consipio also advised that if payment was not received on such date it would institute litigation, in which event Consipio would claim that the amount due under the Note should be denominated in Euro, rather than U.S. dollars. In August 2008 Consipio notified Private that the Note was in default and that it intended to exercise its rights under the Note and the pledge of shares by Slingsby of Private common stock. Private believes that the

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amount due under the Note at May 9, 2008, including accrued interest, was no more than $2.4 million, utilizing an interest rate of 7%. As of September 30, 2011, EUR 2.2 million ($3.0 million), including accrued interest, was outstanding.

Consipio has filed a legal proceeding against the Company in New York to collect the amount due under the Note, and, as discussed above, the court has issued an order attaching assets of the Company as security for the Note. An adverse outcome in this proceeding would likely have a material impact upon our liquidity if we are unable to obtain additional debt or equity financing to satisfy any resulting liability. For additional information regarding this litigation, see Part II - Item 1 – Legal Proceedings below.

Outlook

As part of our digital strategy, we have established that the combination of Private with major online retailers and accomplished platform developers is the approach to achieving our goals in the rapidly changing business landscape. The combined content assets of Private and core competencies of GameLink and Sureflix offer a compelling new business model. We will be expanding our joint Internet strategies globally with additional formats and applications to be launched going forward. Currently we are reformatting and migrating all content on the GameLink VOD platform to a Content Delivery Network (CDN) and we expect this to enhance the user experience substantially and therefore improve both conversion and retention rates in general, but particularly in eastern North America and in Europe. This is a paramount initiative which is expected to increase sales significantly and also make it possible to expand our cooperation with affiliates worldwide. In addition, this initiative is crucial for the development and distribution of apps which will enable consumer access from the growing market of SMART TVs. The completion of the CDN initiative is expected to take place before the end of 2011. In addition, going forward we will continue to aggressively market our cutting-edge Internet assets discussed below.

In May 2010, we launched our new private.com membership platform. The new platform features a number of proprietary sites and it is also available as a white label² version, which we expect will attract adult content providers and affiliates worldwide. In addition, the new platform has been built to be substantially less labor intensive to operate compared to the old one. The new platform also has improved conversion rates and attracts more traffic. During the nine months ended September 30, 2011 the new membership pay-site attracted 11.5 million absolute unique visitors, which represents an increase of 27% compared to the same period in 2010.

²	A white label product or service is a product or service produced by one company that other companies rebrand to make it appear as if they made it.

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In April 2010, GameLink, launched a proprietary mobile solution enabling users to instantly stream over 15,000 movies. The platform is available to Smart Phones at the url: www.gamelink.com. The mobile Internet platform allows consumers to purchase and consume content instantly. All content is available for future viewing in the customer’s virtual media center, stored in the company’s “Cloud”. The platform has been optimized to work with Apple devices including the iPhone, iPod, the iPad as well as Android devices. Furthermore, in 2010, Apple’s OS upgrade to iOS4.3 for iPhones, iPads and iPod touches made it possible to watch GameLink’s mobile library on Apple TV by allowing users to redirect content streaming from those devices to their Apple TV. In addition to streaming, consumers can choose to download their movies or purchase DVDs and novelties from the globally accessible platform. A white label version of the mobile platform is available and is being marketed to adult studios and affiliates worldwide. Our objective is to become the main provider of an off-portal mobile platform solution to all major content providers in our industry. In contrast to Private’s existing mobile content business, which is based on an on-portal model going through content aggregators and carriers, this new business is off-portal and provides substantially improved margins as content is sold directly by ourselves to the consumer. Our weekly sales for the GameLink VOD mobile solution has been steadily increasing since its launch and current weekly sales represents a USD 1.0 million twelve-month run rate. In August 2010, Sureflix introduced mobile VOD on its existing platform for its Maleflixxx network of hundreds of sites. The new mobile platform, Maleflixxx Mobile, allows consumers to view gay content on all mobile devices, including the iPad, iPod Touch, iPhone and Android handsets. Furthermore, in Q4, 2010, we released a number of Smart Phone apps with an end to increase traffic to our mobile assets. With the Smart Phone market growing rapidly³, we expect to generate substantial growth from our mobile VOD initiatives going forward.

With respect to broadcasting, we are continuing to implement our media growth strategy across all delivery systems, including: DTT, satellite, cable and IPTV. Private content is currently broadcasted via 194 platforms in 42 countries. While European broadband users are signing up for IPTV services in the hundreds of thousands each month, making Europe the biggest and fastest growing IPTV region in the world, we have successfully implemented part of our new media strategy and contracted for supplying content for VOD services to a total of 26 major platform operators in 18 countries in the region. During 2010 the European IPTV market grew by 25% to 20.7 million IPTV subscribers⁴ and by the end of the year we had more than 75% market coverage. France remains the “world champion” IPTV country with 10.3 million subscribers and we cover 100% of this market. Furthermore, it is forecasted⁵ that the number of global IPTV subscribers will grow from 44 million at the end of 2010 to 111.5 million in 2014, a compound annual growth rate of 26%. The forecast shows that Europe will be the regional leader, with 42% of the worldwide IPTV subscribers total in 2014. In relation to Private branded TV channels carrying our content in Europe and Latin America, our partners Playboy TV International and Playboy TV Latin America continue to improve distribution. In 2010, the Private Spice agreement with Playboy TV International was renewed for another five years. The channel is receivable in all of Europe and it currently has distribution in 22 countries via 101 cable, satellite, DTT and IPTV platforms. During the past twelve months, Playboy TV Latin America continued to increase the distribution of the Private Channel. The channel is receivable in all of Latin America and it currently has distribution in 19 countries via 63 cable, satellite and IPTV platforms and reaches 38 million platform subscribers. Going forward, we expect to grow our broadcasting distribution both on existing and additional platforms that are using any available technology.

³	According to Parks Associates report of March, 2010, “Smart Phone: King of Convergence”: the number of Smart Phone users is expected to quadruple, exceeding 1 billion worldwide by 2014.

⁴	According to Point Topic’s report of March, 2011, “IPTV Q4 2010 Short Report”.

⁵	According to MRG’s IPTV Global Forecast (December 2010).

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During the nine month period ending September 30, 2011, we have released fewer new titles compared to the same period 2010 and this has had an impact on both broadcasting and DVD & Magazine sales. From September 2011, we are increasing the number of new titles released significantly compared to the same period in 2010 and we expect this to have a positive impact on broadcasting and DVD & Magazine sales.

Private’s mobile “on portal” revenues have continued to decline in 2011 and the main reason for the decrease is that this business is migrating to “off portal” and is included in our VOD mobile Internet sales where these sales are increasing. We expect this trend to continue with the increased penetration of Smart Phones. Whether it is on or off portal, the growing use of Smart Phones, the introduction of Mobile VOD and TV, and the implementation of age verification systems offer additional growth potential for the combined markets in 2011 and beyond⁶.

During 2011, the DVD market for adult content has continued to shrink, with sales for our physical products declining by 37%. However, the DVD has by no means disappeared even in this competitive landscape. The content providers who manage to survive the current market climate will control the DVD market going forward.

⁶	Juniper Research estimates in its 2010 study ‘Mobile Adult Strategies: Downloads, Video Chat, Apps & Messaging 2010-2015.’ that global revenues from all mobile adult services will rise from $1.7 billion in 2009 to $2.8 billion by 2015.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the specified time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2011.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations in Internal Control Over Financial Reporting

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is a party to pending material legal proceedings. For information regarding these proceedings see Part I, Item 3 – Legal Proceedings, contained in the Company’s Form 10-K for the period ending December 31, 2010 (the “Form 10-K”). Material developments in the legal proceedings set forth in the Form 10-K are set forth below.

Consipio Holding BV et al. v. Private Media Group, Inc. et al., Case No. A-10-622802-B (the “Nevada Action”)

As previously disclosed, on August 25, 2011, the Nevada District Court in the Nevada Action entered an Order appointing Eric Johnson, a current director of the Company, as a receiver for the Company, to serve in such capacity until further order of the Court. As reasons for the appointment of Mr. Johnson as receiver, the Court said that the Company had demonstrated a propensity for disregarding or resisting orders of the Court, specifically by (i) disobeying the Court’s October 21, 2010 Order regarding Consipio Holding BV’s (“Consipio’s”) right to vote 5.6 million shares at the Company’s 2010 annual meeting of stockholders, (ii) disobeying or resisting the Court’s July 1, 2011 Order requiring the Company’s Board of Directors to set the record date for a new annual meeting of stockholders, and (iii) failure of the Company’s Board of Directors to seek collection of outstanding loans from the Company to Slingsby Enterprises Limited (“Slingsby”), an affiliate of Berth Milton, the Company’s Chairman and CEO. The Court further said that the Company’s “directors, most notably Milton, have been guilty of gross mismanagement in the conduct of [the Company’s] affairs” and that the Company’s “assets are in danger of waste, sacrifice or loss.” The Court found that the appointment of a receiver was “necessary to preserve [the Company’s] remaining assets and business and to protect its shareholders.”

The Court’s Order appointed the receiver for the purposes of (i) preserving the Company’s assets and business, and (ii) setting the date for and conducting the 2011 annual meeting of shareholders which is scheduled for December 15, 2011 (the “2011 Annual Meeting”). Pursuant to the Court’s Order, Mr. Johnson operates the Company’s business, including control of all of the assets of the Company and its direct and indirect subsidiaries. The current Board of Directors will remain in place until the 2011 Annual Meeting and until their successors are elected by the shareholders. Notwithstanding the appointment of the receiver, the Company’s Board of Directors will continue to perform its duties as required by applicable law until their successors are elected and qualified.

On September 16, 2011, the Nevada Supreme Court denied the Company’s motion to stay the appointment of the receiver in the Nevada Action. However, the Supreme Court’s denial was without prejudice to the Company’s right to renew the motion in the event the Company’s listing on The NASDAQ Stock Market is threatened. On September 19, 2011, the Company renewed its motion. Briefing has been completed in this matter, and the parties await the action of the Court.

Consipio Holding BV vs. Private Media Group, Inc. and Slingsby Enterprises Limited, New York State Supreme Court, County of New York, Case No. 650462/10 (the “New York Action”)

As previously disclosed, Consipio filed a lawsuit against the Company, Slingsby Enterprises Limited, and Berth H. Milton, Jr. in New York State Court alleging the failure to pay a promissory note dated December 21, 2001 in the original principal amount of $4,000,000 (the “Note”) and an accompanying guaranty agreement by Slingsby Enterprises Limited.

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On April 1, 2011, Consipio filed an application with the court seeking a pre-judgment writ of attachment against the Company. On April 12, 2011, the Company filed an opposition to the application, which was set for a hearing on September 16, 2011. Because the court found there to be a serious question as to the Company’s ability to satisfy a judgment in the event Consipio is ultimately successful on the merits of the case, on August 30, 2011, the court entered an Order of Attachment against the Company inclusive of probable interest, costs and Sheriff’s fees and expenses in the approximate amount of $7.35 million on the grounds that Consipio has a valid cause of action against the Company for breach of the Note. Pursuant to the Order of Attachment, the Sheriff of the City of New York or of any county in New York State, and/or any Marshal of the City of New York, shall levy upon any interest that the Company has in personal or real property or any debt owed to the Company within the jurisdiction of said Sheriff or Marshall to satisfy the above amount.

Litigation Regarding Election Results for 2010 Annual Meeting of Shareholders

On October 21, 2010, Consipio, Ilan Bunimovitz and the other plaintiffs in the Nevada Action obtained an Order requiring that the Company recognize the right of Consipio to vote the 5,600,000 collateral shares under the pledge agreement in favor of Consipio at the 2010 Annual Meeting. On December 3, 2010, the Company filed a Petition for Writ with the Nevada Supreme Court seeking an Order directing the District Court to vacate its Order of October 21, 2010, on the basis that it did not have jurisdiction of this issue, and seeking a stay of the Order until the issue can be decided in the New York Action. The October 2010 Order required the Company to recognize the right of Consipio to vote the 5,600,000 collateral shares under the pledge agreement at the 2010 Annual Meeting of Shareholders.

On June 20, 2011, and as amended on August 15, 2011, the Nevada District Court issued an Order declaring the election of directors at the 2010 Annual Meeting invalid. The Court further ordered that as a prerequisite to the Company recognizing the vote of any shares to which Mr. Milton claims beneficial ownership, Mr. Milton must disclose the accounts holding the shares, and provide the Company with copies of all voting instructions and proxies pertaining to the shares. Additionally, regardless of Mr. Milton’s voting instructions, the Company is required to deem 5,600,000 of such shares not voted and to permit such shares to be voted by Consipio at any shareholders meeting. The Court further ordered that without further order from the Court, the Company may not accept any vote by Mr. Milton of shares beneficially owned by him in street name.

On November 2, 2011, as a result of the District Court’s invalidation of the election at the 2010 Annual Meeting, the Nevada Supreme Court dismissed the Company’s writ petition related to the October 2010 Order for mootness because the issue regarding the voting of the 5.6 million shares was factually specific to the 2010 election and therefore not capable of repetition.

Item 6.

Exhibits



31.1		Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

31.2		Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

32.1		Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation

101.DEF*		XBRL Taxonomy Extension Definition

101.LAB*		XBRL Taxonomy Extension Labels

101.PRE*		XBRL Taxonomy Extension Presentation

Furnished herewith. XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is otherwise not subject to liability under these sections.

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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 thereunto duly authorized.

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