-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JvUtjnbtYvvFClJCrJrbYbuG6Ay0BBZYcu4KcdordeNVk30hM3YRRb8i5MNvXLXr qjB1JsqJXI7ATiA1DfqHxw== 0001144204-07-011318.txt : 20070306 0001144204-07-011318.hdr.sgml : 20070306 20070306132409 ACCESSION NUMBER: 0001144204-07-011318 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS GP, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MPLC, Inc. CENTRAL INDEX KEY: 0001022899 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061390025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48089 FILM NUMBER: 07674101 BUSINESS ADDRESS: STREET 1: 1775 BROADWAY, SUITE 604 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122474590 MAIL ADDRESS: STREET 1: 1775 BROADWAY, SUITE 604 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MILLBROOK PRESS INC DATE OF NAME CHANGE: 19961022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v067659_sc13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MPLC, Inc.

(Name of Issuer)

.Common Stock, par value $.01 per share

(Title of Class of Securities)

600179105

(CUSIP Number)

Jay Wolf

c/o Trinad Capital Master Fund, Ltd.

2121 Avenue of the Stars, Suite 1650

Los Angeles, CA 90067

(310) 601-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Page 1 of 24 )

_____________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Capital Master Fund, Ltd. 98-0447604
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) WC
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 429,750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 429,750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (1)
14	TYPE OF REPORTING PERSON (see Instructions) CO

(1) On the basis of 3,004,106,500 outstanding.

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Management, LLC 20-0591302
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) N/A
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 429,750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 429,750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (1)
14	TYPE OF REPORTING PERSON (see Instructions) OO

(1) On the basis of 3,004,106,500 outstanding.

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Capital LP 20-0593276
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) N/A
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 414,708,750
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 414,708,750
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,708,750
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% (1)
14	TYPE OF REPORTING PERSON (see Instructions) OO

(1) On the basis of 3,004,106,500 outstanding.

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinad Advisors GP, LLC 20-0591650
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) N/A
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 429,750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 429,750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (1)
14	TYPE OF REPORTING PERSON (see Instructions) OO

(1) On the basis of 3,004,106,500 outstanding.

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert S. Ellin N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) N/A
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 429,750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 429,750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (1)
14	TYPE OF REPORTING PERSON (see Instructions) IN

(1) On the basis of 3,004,106,500 outstanding.

SCHEDULE 13D

CUSIP No. 600179105

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay A. Wolf N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see Instructions) N/A
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 429,750,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 429,750,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (1)
14	TYPE OF REPORTING PERSON (see Instructions) OO

(1) On the basis of 3,004,106,500 outstanding.

The purpose of this statement, dated March 6, 2007, which constitutes Amendment No. 1 to the Schedule 13D, dated October 31, 2006, previously filed by Trinad Capital Master Fund, Ltd., Trinad Management, LLC, Trinad Capital LP, Trinad Advisors GP, LLC, Robert Ellin and Jay A. Wolf (collectively, the “Reporting Persons”) is to disclose the current number of shares of Common Stock of MPLC, Inc. Accordingly, Items 1, 3, 4, 5, 6 and 7, the only amended items, are reported below.

Item 1.

Security and Issuer.

Item 1 is hereby amended as follows:

This Schedule 13D/A (this “Schedule 13D”) relates to the common stock, par value $.01 per share (the “Common Stock”), of MPLC, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 42 Corporate Park, Suite 250, Irvine, California 92606.

Item 3.

Source and Amount of Funds or Other Consideration.

The closing (the “Closing”) of the transactions contemplated by that certain Series A Convertible Preferred Stock Purchase Agreement, by and among the Company and Trinad Capital Master Fund, Ltd., occurred on January 24, 2007. At the Closing, Trinad Capital Master Fund, Ltd. purchased and received one share of the Company’s Series A Convertible Preferred Stock, $0.10 par value per share (“Series B Preferred Stock”), for an aggregate purchase price of $3,500,000. Each share of Series A Preferred Stock is convertible into 360,000,000 shares of the Company’s Common Stock (the “Series A Conversion Rate”).

In connection with the Closing, the closing of the transactions contemplated by that certain Exchange Agreement dated January 31, 2007 (“Exchange Agreement”), by and among the Company, New Motion, Inc. a Delaware corporation (“New Motion”), each of the stockholders of New Motion (“Stockholders”) and Trinad Capital Master Fund, Ltd., occurred on February 12, 2007. Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding equity interests of New Motion (the “Interests”) from the Stockholders, and the Stockholders contributed all of their Interests to the Company. In exchange for the Interests, the Company issued to the Stockholders 500,000 shares (“Series C Preferred Shares”) of its Series C Convertible Preferred Stock, par value $0.10 per share (the “Series C Preferred Stock”), which will be convertible into that number of shares of the Company’s Common Stock, equal to 9,000,000, less the number of shares of Common Stock (on a post-Reverse Split (as hereinafter defined) basis) issuable upon the exercise of all New Motion options and warrants following their assumption by the Company. Each share of Series C Preferred Stock is convertible into approximately 4358.21 shares of the Company’s Common Stock.

The Company intends to amend its restated certificate of incorporation, as amended, to provide for an increase in its authorized shares of Common Stock from 75,000,000 to 100,000,000 and a 1-for-300 reverse stock split (the “Reverse Split”). The Series A Preferred Stock will immediately and automatically be converted into shares of Common Stock (the “Mandatory Conversion”) upon the approval by holders of a majority of the Company’s Common Stock (voting together on an as-converted-to-common-stock basis) of this amendment. Upon the effectiveness of such amendment, the Company will have a sufficient number of authorized but un-issued and un-reserved shares of Common Stock to allow for the full conversion of all of the outstanding shares of Series A Preferred Stock and all other securities convertible into or exchangeable for Common Stock. The Company anticipates that it will be able to obtain the requisite vote from its stockholders to facilitate the amendment of its restated certificate of incorporation, as amended. The amendment to the Company’s restated certificate of incorporation, as amended, was approved by the board of directors of the Company on February 13, 2007. If approved, upon the effectiveness of the Reverse Split, the Series A Conversion Rate will be adjusted downward to account for the Reverse Split.

The beneficial ownership of the Company’s Common Stock reported in this Schedule 13D by the Reporting Persons is based on Trinad Capital Master Fund, Ltd.’s ownership of 429,750,000 shares of the Company’s Common Stock, on an as converted basis prior to the proposed Reverse Split and assumes a total of 3,004,106,500 shares of the Company’s Common Stock outstanding as of February 12, 2007, on a pre-Reverse Split basis.

Effective as of the closing of the Exchange Agreement, Trinad Capital Master Fund, Ltd., Europlay Capital Advisors, LLC (“Europlay”), Raymond Musci (“Musci”), Scott Walker (“Walker”), and MPLC Holdings, LLC (“MPLC Holdings”) agreed to vote their shares of the Company’s Common Stock (voting together on an as-converted-to-Common-Stock basis) to (i) elect Robert S. Ellin or such other person designated by Trinad Capital Master Fund, Ltd. from time to time (the “Trinad Designate”) to the Company’s board for a period of one year following the closing, and (ii) approve the increase in the authorized shares of Common Stock which the Company shall have the authority to issue, the Reverse Split, a corporate name change, and a stock incentive plan (clause (ii) is referred to herein as the “Actions”).

The Voting Agreement, dated February 12, 2007, by and among Europlay, Musci, Walker, MPLC Holdings and Trinad is attached hereto and made a part hereof as Exhibit 1.

Item 4.

Purpose of Transaction.

Reference is made to the disclosure set forth under Item 3 of this Schedule 13D, which disclosure is made a part hereof.

All of the 429,750,000 shares of Common Stock to which this Schedule 13D relates are held by Trinad Capital Master Fund, Ltd. as an investment. As a result of the Closing, Trinad Capital Master Fund, Ltd. owns 14.3% of the total combined voting power of all classes of the Company’s capital stock.

On February 13, 2007, the board of directors authorized the Actions, and resolved to present to the stockholders of the Corporation the proposed Actions for their approval. The Company anticipates that it will be able to obtain the requisite vote from its stockholders to facilitate the Actions. These actions will cause the Mandatory Conversion.

Subject to the approval of the Company’s stockholders to effect the Reverse Split, upon the Mandatory Conversion (assuming no exercise or conversion of outstanding options, warrants or convertible securities), and subject to an adjustment of the Conversion Rate as a result of the Reverse Split, the holders of the Company’s capital stock will hold the following number of shares representing the following percentage of its outstanding Common Stock: the holders of Series C Preferred Stock will, in the aggregate, own approximately 7,263,688 shares of Common Stock, representing approximately 72.5% of the outstanding shares of Common Stock; the existing holders of Common Stock will own approximately 250,000 shares of Common Stock representing approximately 2.5% of the outstanding shares of Common Stock; the existing holder of Series A Preferred Stock will own approximately 1,200,000 shares of Common Stock, representing approximately 12% of the outstanding shares of Common Stock; and the existing holders of Series B Preferred Stock will own approximately 1,300,000 shares of Common Stock, representing approximately 13% of the outstanding shares of Common Stock. The shares of Common Stock received in the Reverse Split will be subject to round up for fractional shares.

Other than as described in this Schedule 13D, Trinad Capital Master Fund, Ltd. does not have any plans or proposals which would result in the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any place or proposals to change the number or term of directors or to fill any existing vacancies on the Company's Board; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; any changes in Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

Reference is made to the disclosure set forth under Items 3 and 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

As of the date hereof, Trinad Capital Master Fund, Ltd. is the beneficial owner of 429,750,000 shares of the Common Stock, representing approximately 14.3% of the Common Stock of the Issuer.

Trinad Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and Trinad Capital LP), Robert S. Ellin and Jay A. Wolf (as a Managing Member and Managing Director, respectively of Trinad Advisors GP, LLC and Trinad Management, LLC) may be deemed to be the beneficial owners of 429,750,000 shares of the Common Stock held by Trinad Capital Master Fund, Ltd. representing approximately 14.3% of the Common Stock of the Issuer outstanding on February 12, 2007.

Trinad Capital LP (as the owner of 96.5% of the shares of Trinad Capital Master Fund, Ltd.) and Trinad Advisors GP, LLC (as the general partner of Trinad Capital LP), each may be deemed to be the beneficial owner of 96.5% of the shares of the 429,750,000 shares of the Common Stock held by Trinad Capital Master Fund, Ltd., representing 13.8% of the Common Stock of the Issuer.

Each of Trinad Capital LP, Trinad Management, LLC and Trinad Advisors GP, LLC disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd.

Each of Robert S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Trinad Capital Master Fund, Ltd. except to the extent of his pecuniary interests therein.

Robert S. Ellin and Jay A. Wolf have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock.

Trinad Capital Master Fund, Ltd. shares its voting power over 429,750,000 shares of the Company’s Common Stock, prior to the proposed Reverse Split with Musci, Walker, MPLC Holdings and Europlay as described above. In the event that any of Europlay, Musci, Walker, MPLC Holdings or Trinad Capital Master Fund, Ltd. fails to vote their respective shares to approve each of the Actions, each has granted to an executive officer of MPLC, Inc. a proxy to vote their respective shares to approve such Actions. Trinad Capital Master Fund, Ltd. hereby expressly disclaims beneficial ownership over any shares held by Trinad Capital Master Fund, Ltd., Musci, MPLC Holdings, Walker or Europlay and disclaims any shared voting power with respect to any matters other than the Actions. Except as set forth above, Trinad Capital Master Fund, Ltd. has the sole power to vote and dispose of its shares of the Company’s Common Stock.

The information of Europlay that would be required under Item 2 of this Schedule 13D is as follows:

(a) Name:	Europlay Capital Advisors, LLC
(b) Business Address:	15260 Ventura Boulevard, 20^th Floor Sherman Oaks, California 91403
(c) Occupation:	Institutional Investor
(d) Conviction:	N/A
(e) Civil Proceedings:	N/A
(f) State of Incorporation:	Delaware

As of February 12, 2007, Europlay beneficially owned 217,910,640 shares of the Company’s Common Stock prior to the proposed Reverse Split (the “Europlay Shares”). Assuming a total of 3,004,106,500 shares of the Company’s Common Stock outstanding as of February 12, 2007, on a pre-Reverse Split and as-converted-to-common-stock basis, the Trinad Shares constitute approximately 7.3% of the shares of the Company’s Common Stock issued and outstanding.

The information of Musci that would be required under Item 2 of this Schedule 13D is as follows:

(a) Name:	Raymond Musci
(b) Residence:	c/o MPLC, Inc. 42 Corporate Park, Suite 250, Irvine, California 92606
(c) Occupation:	President and Secretary of MPLC, Inc., President and Secretary of New Motion, Inc. Address of MPLC, Inc. and New Motion, Inc.: 42 Corporate Park, Suite 250, Irvine, California 92606
(d) Conviction:	N/A
(e) Civil Proceedings:	N/A
(f) Citizenship:	United States of America

As of February 12, 2007, Musci beneficially owned 130,746,384 shares of the Company’s Common Stock on an as converted basis prior to the proposed Reverse Split (the “Musci Shares”), based on Musci’s beneficial ownership of 30,000 shares of the Company’s Series C Preferred Stock. Assuming a total of 3,004,106,500 shares of the Company’s Common Stock outstanding as of February 12, 2007, on a pre-Reverse Split and as-converted-to-common-stock basis, the Musci Shares constitute approximately 4.4% of the shares of the Company’s Common Stock issued and outstanding.

The information of Walker that would be required under Item 2 of this Schedule 13D is as follows:

(a) Name:	Scott Walker
(b) Business Address:	c/o MPLC, Inc. 42 Corporate Park, Suite 250, Irvine, California 92606
(c) Occupation:	Chief Marketing Officer of MPLC, Inc., Chief Marketing Officer of New Motion, Inc. Address of MPLC, Inc. and New Motion, Inc.: 42 Corporate Park, Suite 250, Irvine, California 92606

(d) Conviction:	N/A
(e) Civil Proceedings:	N/A
(f) Citizenship:	United States of America

As of February 12, 2007, Walker beneficially owned 815,040,031 shares of the Company’s Common Stock on an as converted basis prior to the proposed Reverse Split (the “Walker Shares”). The beneficial ownership of the Company’s Common Stock by Walker is based on Walker’s ownership of 161,578 shares of the Company’s Series C Preferred Stock, and also includes 4,314,631 shares of Common Stock (on a pre-Reverse Split basis) that may be acquired by Walker within 60 days of February 12, 2007 upon the exercise of outstanding warrants held by Walker and 106,534,091 shares of Common Stock (on a pre-Reverse Split basis) that may be acquired by Walker within 60 days of February 12, 2007 upon the exercise of outstanding stock options issued to Walker. Assuming a total of 3,004,106,500 shares of the Company’s Common Stock outstanding as of February 12, 2007, on a pre-Reverse Split and as-converted-to-common-stock basis, the Walker Shares constitute approximately 26.2% of the shares of the Company’s Common Stock issued and outstanding.

The information of MPLC Holdings that would be required under Item 2 of this Schedule 13D is as follows:

(a) Name:	MPLC Holdings, LLC
(b) Business Address:	15260 Ventura Boulevard, 20^th Floor Sherman Oaks, CA 91403
(c) Occupation:	Institutional Investor
(d) Conviction:	N/A
(e) Civil Proceedings:	N/A
(f) State of Incorporation:	Delaware

As of February 12, 2007, MPLC Holdings beneficially owned 821,507,861 shares of the Company’s Common Stock prior to the proposed Reverse Split (the “MPLC Holding Shares”), based on MPLC Holdings’s beneficial ownership of 188,496.5 shares of the Company’s Series C Preferred Stock. Assuming a total of 3,004,106,500 shares of the Company’s Common Stock outstanding as of February 12, 2007, on a pre-Reverse Split and as-converted-to-common-stock basis, the MPLC Holding Shares constitute approximately 27.4% of the shares of the Company’s Common Stock issued and outstanding.

Transactions by the Reporting Persons in the Company’s Common Stock effected in the past 60 days are described in Item 3 above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

Reference is made to the disclosure set forth under Items 3, 4 and 5 of this Schedule 13D, which disclosure is incorporated herein by reference.

The Voting Agreement dated February 12, 2007, by and among Trinad Capital Master Fund, Ltd., Musci, MPLC Holdings, Europlay and Walker is attached hereto as Exhibit 1, and incorporated herein by reference. Trinad Capital Master Fund, Ltd., Musci, MPLC Holdings, Europlay and Walker have agreed to vote their shares to elect the Trinad Designate for a one year period following the Closing.

Item 7. Material to be Filed as Exhibits.

Exhibit No. 1 Voting Agreement dated as of February 12, 2007, by and among Trinad Capital Master Fund, Ltd. and each of the other persons whose signature appears under the caption “Stockholders” on the signature page thereof.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.


	Trinad Capital Master Fund, Ltd.

March 6, 2007	By:	/s/ Robert S. Ellin
		Name: Robert S. Ellin Title: Managing Member of Trinad Advisors GP, LLC, the general partner of a principal stockholder of Trinad Capital Master Fund, Ltd.


	Trinad Management, LLC

March 6, 2007	By:	/s/ Jay A. Wolf
		Name: Jay A. Wolf Title: Managing Director


	Trinad Capital LP

March 6, 2007	By:	/s/ Trinad Advisors GP, LLC
		Name: Trinad Advisors GP, LLC Title: Trinad Capital LP’s General Manager


	Trinad Advisors GP, LLC

March 6, 2007	By:	/s/ Robert S. Ellin
		Name: Trinad Advisors GP, LLC Title: Managing Member


	Jay A. Wolf

March 6, 2007	By:	/s/ Jay A. Wolf


	Robert S. Ellin

March 6, 2007	By:	/s/ Robert S. Ellin

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.1 2 v067659_ex99-1.htm

EXHIBIT 1

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of this 12 day of February, 2007 (“Agreement”), is by and among Trinad Capital Master Fund, Ltd. (“Trinad”) and each of the other persons whose signature appears under the caption “Stockholders” on the signature page hereof. For purposes of this Agreement, Trinad, and each person whose signature appears on the signature page hereof shall be referred to herein individually as “Stockholder” and collectively as the “Stockholders”.

WHEREAS, immediately following the Exchange (as defined below), each Stockholder will own beneficially of record or have the power to vote, or direct the vote of, either shares of common stock, par value $0.001 per share (“Common Stock”),shares of Series A Convertible Preferred Stock, par value $0.10 per share (“Series A Preferred Stock”), or shares of Series C Convertible Preferred Stock, par value $0.10 per share (“Series C Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”) of MPLC, Inc., a Delaware corporation (“MPLC”), as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares of Common Stock and Preferred Stock and any shares of which ownership of record or the power to vote is hereafter acquired by the Stockholders, whether by purchase, conversion or exercise, prior to the termination of this Agreement being referred to herein as the “Stock”);

WHEREAS, MPLC, New Motion, Inc., a Delaware corporation (“New Motion”), the Stockholders and certain other equity owners of New Motion have entered into an Exchange Agreement, dated January 31, 2007 (as the same may be amended from time to time) (the “Exchange Agreement”) which provides, upon the terms and subject to the conditions thereof, for the exchange of all of the shares of New Motion for shares of MPLC’s equity securities (the “Exchange”);

WHEREAS, MPLC’s Preferred Stock is convertible into Common Stock pursuant to a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock and a Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, as applicable;

WHEREAS, as a condition to the consummation of the Exchange Agreement, the Stockholders have agreed to enter into this Agreement; and

WHEREAS, the capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Exchange Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Exchange Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING OF STOCK FOR DIRECTORS

SECTION 1.01 Vote in Favor of the Directors. During the period commencing on the date hereof and terminating one year thereafter, each Stockholder, in its capacity as a Stockholder of MPLC (or successor), agrees to vote (or cause to be voted) all Stock directly or indirectly owned by the Stockholder or over which the Stockholder has the beneficial ownership or the right to vote and all Stock which such Stockholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any meeting of the Stockholders of MPLC, and in any action by written consent of the Stockholders of MPLC, in favor of the election of one person designated by Trinad (the “Trinad Designee”) to the Board of Directors of MPLC and will not vote (or cause to be voted) for the removal of the Trinad Designee from the Board of Directors. Notwithstanding the foregoing, the Trinad Designee may be removed from the Board of Directors in the manner allowed by law and MPLC’s governing documents, but in the event such Trinad Designee is removed as a director of the Company, Trinad shall have the right to designate and nominate such removed director's replacement.

SECTION 1.02 Size of Board of Directors. The Stockholders agree that the Board of Directors of MPLC shall consist of three to seven persons during the term hereof, with the actual number to be determined by resolution of the Board of Directors and to initially equal six (6) members effective as of the Closing, and the Stockholders will take all such action to set the number of directors consistent with this Section 1.02.

SECTION 1.03 Trinad Designee.

Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of the Trinad Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Trinad Designee pursuant to this Agreement.

SECTION 1.04 Term of Agreement. The obligations of the Stockholders pursuant to this Article I shall terminate on the first anniversary of the date of this Agreement.

ARTICLE II

VOTING FOR CORPORATE ACTIONS

SECTION 2.01 Vote in Favor of Corporate Matters. During the term of this Agreement, each Stockholder hereby agrees and covenants to vote or cause to be voted all of his Stock then owned by him, or over which he has voting power, and all Stock which such Stockholder acquires directly or indirectly or has the beneficial ownership or right to vote in the future, at any regular or special meeting of stockholders, or, in lieu of any such meeting promptly following the written request of any Stockholder, to give his written consent in any action by written consent of the stockholders, in favor of each of the following items (“Actions”):

(a) To approve an increase in the authorized number of shares of Common Stock from 75,000,000 to 100,000,000;

(b) To approve a 1 for 300 reverse stock split with special treatment for certain of MPLC’s stockholders to preserve round lot stockholders (“Reverse Split”);

(d) To approve the adoption of a stock incentive plan (“Stock Plan”); and

(e) All such other actions as shall be reasonably necessary or desirable in connection with or related to the foregoing actions in (a) through (d) above including, without limitation, any amendment to the certificate of incorporation of MPLC to effect the foregoing.

SECTION 2.02 Grant of Proxy; Further Assurance. In the event that, in connection with any regular or special meeting of stockholders, or, in lieu of any such meeting, with a written consent in any action by written consent of the stockholders, within five (5) days following a written request thereof by an executive officer of MPLC (or a representative thereof), a Stockholder fails to vote or cause to be voted all of his Stock in favor of the Actions in accordance with the instructions set forth in such written request, or to execute a written consent in connection therewith, each Stockholder, by this Agreement, with respect to all Stock over which it has voting authority and any Stock hereinafter acquired by such Stockholder over which it may have voting authority, does hereby irrevocably constitute and appoint such executive officer, or any nominee, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stock as such Stockholder’s proxy, at every annual, special or adjourned meeting of the stockholders of MPLC (including the right to sign his or its name (as Stockholder) to any consent, certificate or other document relating to MPLC that may be permitted or required by applicable law) in favor of the adoption and approval of each of the Actions. This proxy extends to no other matter, except for the Actions as enumerated above. Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in MPLC the power to carry out the provisions of this Agreement.

SECTION 2.03 Termination. The obligations of each Stockholder pursuant to this Article II shall terminate upon the adoption and approval of the Actions by the stockholders of MPLC.

SECTION 2.04 Obligations as Director and/or Officer. If a Stockholder or any of its affiliates or nominees is a member of the board of directors of MPLC (a “Director”) or an officer of MPLC (an “Officer”), nothing in this Agreement shall be deemed to limit or restrict the Director or Officer acting in his or her capacity as a Director or Officer of MPLC, as the case may be, and exercising his or her fiduciary duties and responsibilities, it being agreed and understood that this Agreement shall apply to Stockholder solely in his or her capacity as a stockholder of MPLC and shall not apply to his or her actions, judgments or decisions as a Director or Officer of MPLC.

ARTICLE III

REPRESENTATIONS AND WARRANTIES;

COVENANTS OF THE STOCKHOLDERS

Each Stockholder hereby severally represents, warrants and covenants to the other Stockholders as follows:

SECTION 3.01 Authorization. Such Stockholder has full legal capacity and authority to enter into this Agreement and to carry out such person’s obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by the other Stockholders) this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

SECTION 3.02 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any Legal Requirement applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, or (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any property or asset of such Stockholder, including, without limitation, the Stock, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation.

(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder’s obligations under this Agreement.

SECTION 3.03 Litigation. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of such Stockholder or any of such Stockholder’s affiliates, threatened against such Stockholder or any of such Stockholder’s affiliates or any of their respective properties or any of their respective officers or directors, in the case of a corporate entity (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to materially delay or impair such Stockholder’s ability to consummate the actions contemplated by this Agreement. There is no judgment, decree or order against such Stockholder or any of such Stockholder’s affiliates, or, to the knowledge of such Stockholder of any of such Stockholder’s affiliates, any of their respective directors or officers, in the case of a corporate entity (in their capacities as such), that would prevent, enjoin, alter or materially delay any of the actions contemplated by this Agreement, or that would reasonably be expected to have a material adverse effect on such Stockholder’s ability to consummate the actions contemplated by this Agreement.

SECTION 3.04 Title to Shares. Such Stockholder is the legal and beneficial owner of its Stock free and clear of all Liens.

ARTICLE IV

GENERAL PROVISIONS

SECTION 4.01 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 4.01):

(a) If to any Stockholder (other than Trinad):

Burton Katz

New Motion, Inc.

42 Corp Park, Suite 250

Irvine, CA 92606

Phone: (949) 777-3700

Fax: (949) 777-3707

with a copy to

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20^th Floor

Sherman Oaks, CA 91403

Attn: Scott Galer, Esq.

(818) 444-4513 telephone

(818) 475-1780 telecopy

(b) If to Trinad:

Trinad Management, LLC

2121 Avenue of the Stars

Suite 1650

Los Angeles, CA 90067

Attn: Robert S. Ellin

Phone:

Fax:

with a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attn: Kenneth R. Koch, Esq.

Phone: (212) 935-3000

Fax: (212) 983-3115

SECTION 4.02 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 4.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 4.04 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto.

SECTION 4.05 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

SECTION 4.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State.

SECTION 4.07 Disputes. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court in Los Angeles County, California.

SECTION 4.08 No Waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 4.09 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 4.10 Waiver of Jury Trial. To the extent legally permissible, each of the parties hereto irrevocably and unconditionally waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to this Agreement or the Actions of the parties hereto in the negotiation, administration, performance and enforcement thereof.

SECTION 4.11 Exchange Agreement. All references to the Exchange Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.

[Signature page(s) follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

STOCKHOLDERS:

TRINAD CAPITAL MASTER FUND, LTD.

By:

Robert S. Ellin

Title:

EUROPLAY CAPITAL ADVISORS, LLC

By:

MPLC HOLDINGS, LLC

By:

_________________________________

RAYMOND MUSCI

_________________________________

SCOTT WALKER

EXHIBIT A

STOCKHOLDERS

Name of Stockholder	Number of Shares Owned Beneficially and of Record (1)
Trinad Capital Master Fund, Ltd.	69,750,000 shares of Stock, 1 share of Series A Preferred Stock
Raymond Musci	30,000 shares of Series C Preferred Stock
MPLC Holdings, LLC	188,496.5 shares of Series C Preferred Stock
Europlay Capital Advisors, LLC	50,000 shares of Series C Preferred Stock
Scott Walker	161,578 shares of Series C Preferred Stock

(1) Prior to giving effect to the Reverse Split

(2) Each share of Series A Preferred Stock is convertible into 360,000,000 shares of MPLC’s common stock (prior to giving effect to the Reverse Split), with preferred stockholders voting with common stockholders on an as converted basis.

(3) Each share of Series C Preferred Stock is convertible into approximately 4358.213 shares of MPLC’s common stock (prior to giving effect to the Reverse Split), with preferred stockholders voting with common stockholders on an as converted basis.

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