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It maintains an extensive database of adult performers and their films. With its Stream-to-Own service, GameLink offers cloud storage for entire adult libraries. GameLink focuses on online distribution of adult content through its website.

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Private Media Group, Inc. Calle de la Marina. Floor 18, Suite D. November 19, Securities and Exchange Commission. Division of Corporation Finance. Mail Stop Washington, D. Attention: Max A. Assistant Director. Dear Mr. This letter sets forth the responses of Private Media Group, Inc. For your convenience I have enclosed a copy of the revised section, marked to reflect changes from the gamelink adult video as filed with the Commission on November 3, Comment No.

Also explain why financial statements of Game Link are not material to a voting decision for Proposal No. Response to Comment No. Proposal No. The transaction was completed on January 20,with all conditions precedent to the closing of the transaction having been satisfied.

As the Proxy Statement indicates, if Proposal No. Approval or disapproval of Proposal No. Information regarding the purpose and perceived value of this acquisition has been made available to the public and has ly been incorporated by reference in the definitive Proxy Statement, which reflects the strategic nature of this acquisition and the post-acquisition synergies which are expected to contribute to future growth and profitability.

In this regard, we note the following discussion contained on 15 of the Form K, incorporated by reference into the Proxy Statement:. The acquisition of GameLink is a ificant development that will substantially contribute to our growth, while creating economies of scale.

We have been establishing our digital strategy for the last year, and concluded that the combination of Private with a major online retailer and accomplished platform developer is the approach to achieving our goals in the rapidly changing business landscape. The combined content assets of Private and core competencies of GameLink offer a compelling new business model.

We will be expanding our t internet strategies globally with new formats and applications to be launched in Additionally, we will be developing improved interactive functionality for new media platforms such as IPTV and gamelink adult video, and maximizing our content monetization with the existing vast Private library as well as aggregation of select international studios offering a wide range of content and genres for all platform needs.

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With this expanded digital strategic focus we will be announcing a variety of compelling new initiatives during For the convenience of the reader we have now included a similar discussion in the revised proxy materials discussing Proposal No. This conclusion has not been impacted by the recently completed acquisition gamelink adult video Sureflix Digital Distribution Inc.

We also believe that historical financial statements of the acquired company would be of limited value where, as here, the earnout calculation is based upon combined of operations of the acquired operations and a segment of the acquiring company over a three year following the completion of the acquisition.

However, we have supplemented the discussion in Proposal No. It is unclear why these targets are not disclosed in the proxy statement so that investors could understand the consequences of their vote. In accordance with your request, we acknowledge the following:. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter please feel free to contact me directly. The GameLink companies are engaged in the business of digital distribution of adult content over the Internet and online eCommerce development. Including 60, video titles, GameLink has the largest library of digital and physical adult media and novelties in the United States. The Company offers VOD in multiple media formats including streaming and downlo to computers and iPhones.

Additionally, through its related companies, GameLink offers third-party and white-label ecommerce solutions and development.

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GameLink companies. The recipients of these shares have been granted piggyback registration rights by Private. However, most of the shares are subject to a lockup agreement which prohibits their sale or transfer until January 21, Using an exchange rate of EUR 0.

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No shares may be earned after As part of the acquisition, the owners of the Game Link companies agreed to continue to be employed by Private for a period of three years following the acquisition, with either party having the right to terminate their employment agreement for specified reasons.

Under a separate agreement entered into in connection with the acquisition of Game Link, Berth Milton, our Chairman, agreed to vote Private shares beneficially owned by him in favor of Mr. Bunimovitz continues to be employed by the Company. Why the Company Needs Shareholder Approval.

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The following table summarizes the consideration paid for GameLink and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:. Equity Instruments. Contingent consideration arrangement.

Fair value of total consideration transferred.

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Recognized amounts of identifiable assets acquired and liabilities assumed. Financial assets. Property, plant, and equipment. Identifiable intangible assets.

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Financial liabilities. Total identifiable net assets.

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The fair value of the acquired property, plant, and equipment of EUR 3, is provisional pending receipt of the final valuation. The fair value of the identifiable intangible assets of EUR 1,, comprises trade and domain names. The trade and domain names have an indefinite estimated useful life.

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The fair value of these assets is provisional pending receipt of the final valuation. The Company has not included in this Proxy Statement historical financial statements for the GameLink companies or pro forma financial statements relating to the acquisition of the GameLink companies. On January 20,immediately prior to the acquisition of the GameLink companies, Private gamelink adult video 53, shares of its common stock outstanding.

Under the terms of the acquisition agreement, 8, shares were issued at the closing, and up to an additional 4, shares were issuable, based upon achieving the Earnout targets. If the Earnout Shares are fully earned, the GameLink Shareholders would be entitled to receive an additional 2, shares subject to receipt of the requisite shareholder approval of the issuance of the additional 2, shares. The acquisition agreement required Private to use commercially reasonable efforts to obtain shareholder approval at its Annual Meeting of Shareholders and, in any event, prior to the time that Private would be obligated to issue shares in excess of the NASDAQ limit.

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Milton agreed to vote all shares beneficially owned by him in favor of the issuance of the shares issued or issuable in connection with the GameLink acquisition at the Annual Meeting of Shareholders. If the shareholders do not approve Proposal No. Effect of Shareholder Approval of Proposal No.

Interest of Certain Persons. He has received 6, shares of common stock under the acquisition agreement in consideration of his interest as a GameLink Shareholder, and he is also gamelink adult video to receive his pro rata share Accordingly, if Proposal No. Bunimovitz would be entitled to receive up to 3, shares, depending upon the of Earnout Shares earned under the acquisition agreement.

If Proposal No. Bunimovitz would only be able to receive 1, of the 3, shares, and would entitled to receive in cash the value of up to an additional 1, shares, depending upon the of Earnout Shares earned, based upon the fair market value of the shares at the time their issuance would otherwise be required under the acquisition agreement.

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Milton has agreed to vote all shares beneficially owned by him in favor of the issuance of the shares issued or issuable in connection with the GameLink acquisition at the Annual Meeting of Shareholders. Vote Required for Approval.

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Broker non-votes and abstentions will have no effect on the outcome. Definitive Proxy Statement on Schedule 14A. Filed November 3, File No. Johan Gillborg, CFO. Max A.