SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Trinad Capital Master Fund Ltd. (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1650 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/24/2006	3. Issuer Name and Ticker or Trading Symbol MPLC, Inc. [ MPNC.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	69,750,000	D
Common Stock	69,750,000	I	(See footnote)(1)
Common Stock	69,750,000	I	(See footnote)(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Trinad Capital Master Fund Ltd. (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1650 (Street) LOS ANGELES CA 90049 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELLIN ROBERT S (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1650 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CEO and President

1. Name and Address of Reporting Person* Wolf Jay (Last) (First) (Middle) 2121 AVENUE OF THE STARS, SUITE 1650 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CFO,COO and Secretary

Explanation of Responses:

1. The shares may be deemed to beneficially owned by Trinad Management, LLC, the investment manager of Trinad Capital Master Fund Ltd; Trinad Capital LP a principal stockholder of the Master Fund; Trinad Advisors GP, LLC, the general partner of Trinad Capital LP; Robert S. Ellin a director of the issuer and the managing member of Trinad Management LLC and a managing member of Trinad Advisors GP, LLC; and Jay A. Wolf the managing director of Trinad Management, LLC and managing director of Trinad Advisors GP, LLC. Each such reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	Trinad Capital Master Fund, Ltd. By: Jay Wolf, Managing Director of Trinad Management, LLC, the Manager of Trinad Capital Master Fund Ltd. /s/ Jay Wolf	11/07/2006
	Trinad Management, LLC By: Robert S. Ellin, Managing Member /s/ Robert S. Ellin	11/07/2006
	Trinad Capital LP By:Trinad Advisors GP, LLC, its General Manager, By Robert S. Ellin, Managing Member /s/ Robert S. Ellin	11/07/2006
	Trinad Advisors GP, LLC By: Robert S. Ellin, Managing Member /s/ Robert S. Ellin	11/07/2006
	/s/ Robert S. Ellin	11/07/2006
	/s/ Jay A. Wolf	11/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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