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<SEC-DOCUMENT>0001193805-05-001335.txt : 20050611
<SEC-HEADER>0001193805-05-001335.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050610162331
ACCESSION NUMBER:		0001193805-05-001335
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		10
FILED AS OF DATE:		20050610
DATE AS OF CHANGE:		20050610

FILER:

	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:			0731

	FILING VALUES:
		FORM TYPE:		10SB12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51353
		FILM NUMBER:		05890212

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>e500678_10sb-mplc.txt
<DESCRIPTION>FORM 10SB
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-SB

              General Form for Registration of Securities of Small
              Business Issuers under Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934

                                   MPLC, Inc.

                 (Name of Small Business Issuer in its Charter)

        Delaware                                                 06-1390025
(State of Incorporation)                                   (IRS Employer ID No.)

1775 Broadway, Suite 604, New York, NY                             10019
(Address of Principal Executive Offices)                         (Zip Code)

                                 (212) 247-4590
                           (Issuer's telephone number)

     Securities to be Registered Pursuant to Section 12(b) of the Act: None

        Securities to be Registered Pursuant to Section 12(g) of the Act:

                                  Common Stock
                                 $0.01 Par Value
                                (Title of Class)

<PAGE>

                                   MPLC, Inc.
                                   FORM 10-SB

PART I

ITEM 1   DESCRIPTION OF BUSINESS                                               1

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION             9

ITEM 3   DESCRIPTION OF PROPERTY                                              10

ITEM 4   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT                                                           10

ITEM 5   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS                                                              11

ITEM 6   EXECUTIVE COMPENSATION                                               13

ITEM 7   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       14

ITEM 8   DESCRIPTION OF SECURITIES                                            15

PART II

ITEM 1   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
         EQUITY AND RELATED STOCKHOLDER MATTERS                               17

ITEM 2   LEGAL PROCEEDINGS                                                    17

ITEM 3   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                        18

ITEM 4   RECENT SALES OF UNREGISTERED SECURITIES                              18

ITEM 5   INDEMNIFICATION OF DIRECTORS AND OFFICERS                            18

PART F/S FINANCIAL STATEMENTS                                                 19

PART III

ITEM 1.  INDEX TO EXHIBITS                                                    47

         SIGNATURES                                                           48


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Some of the statements contained in this registration statement on Form 10-SB of
MPLC, Inc. (hereinafter the "Company", "We" or the "Registrant") discuss future
expectations, contain projections of our plan of operation or financial
condition or state other forward-looking information. In this registration
statement, forward-looking statements are generally identified by the words such
as "anticipate", "plan", "believe", "expect", "estimate", and the like.
Forward-looking statements involve future risks and uncertainties, and there are
factors that could cause actual results or plans to differ materially from those
expressed or implied. These statements are subject to known and unknown risks,
uncertainties, and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and is derived using numerous
assumptions. A reader, whether investing in the Company's securities or not,
should not place undue reliance on these forward-looking statements, which apply
only as of the date of this Registration Statement. Important factors that may
cause actual results to differ from projections include, for example:

      o     the success or failure of management's efforts to implement the
            Company's plan of operation;
      o     the ability of the Company to fund its operating expenses;
      o     the ability of the Company to compete with other companies that have
            a similar plan of operation;
      o     the effect of changing economic conditions impacting our plan of
            operation;
      o     the ability of the Company to meet the other risks as may be
            described in future filings with the SEC.

General Background of the Registrant

MPLC, Inc. (f/k/a The Millbrook Press Inc.) (the "Company" or "MPLC") was
incorporated under the laws of the State of Delaware in 1994. Until 2004, the
Company was a publisher of children's nonfiction books, in both hardcover and
paperback, for the school and library market and the consumer market. The
Company published more than 1,700 hardcover and 750 paperback books under its
Roaring Book ("Roaring Book"), Millbrook ("Millbrook"), Copper Beech ("Copper
Beech"), and Twenty-First Century ("Twenty-First Century") imprints. In recent
years, schools and public libraries across the country suffered major fiscal
crises, and responded by cutting back on their book acquisitions. The effect on
the Company's business was severe. Accordingly, the Company engaged in
negotiations with People's Bank, its secured lender, and a committee of its
largest unsecured creditors, in an attempt to restructure its obligations out of
court. When it became clear that the restructuring would not be successful, the
Company decided to seek the protection of the Bankruptcy Court.

On February 6, 2004, the Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the District of Connecticut (the "Bankruptcy Court"). After filing for
bankruptcy, the Company began to sell each of its imprints. In April 2004, the
Company sold its Roaring Book imprint in an auction for approximately $4.4
million. In July 2004, the Company sold both the Millbrook and Twenty-First
Century imprints together in an auction for approximately $3.4 million. The
Company sold the Copper Beach imprint and remaining inventory in late 2004 for
approximately $165,000. In addition, beginning in February 2004, the Company
began to sell off its inventory and raised approximately an additional $2.1
million.

By July 31, 2004, the Company had paid all secured creditors 100% of amounts
owed. The Company is in the process of paying the claims of all unsecured
creditors and expects that it will have sufficient cash to make a distribution
to shareholders after such claims are paid. The recipients of such distribution
will not include the Company's controlling shareholder or his transferees.

In connection with the order of the U.S. Bankruptcy Court dated January 25,
2005, the Court authorized the Company's entry into a stock purchase agreement
with First Americas Partners, LLC ("First Americas"), a New York limited
liability company wholly owned by Isaac Kier. Pursuant to the stock purchase
agreement dated January 24, 2005, the Company agreed to, among other things, (1)
issue to First Americas for $75,000, shares of the Company's common stock
representing 90% of the Company shares outstanding post-issuance, (2) cause the
resignation of the Company's then officers and directors and the appointment to
the Board of the director nominees of First Americas, (3) amend the Company's


                                       1
<PAGE>

certificate of incorporation to allow for the issuance of the shares to First
Americas, and (4) cause the cancellation of all remaining options, warrants and
other rights to purchase shares of the Company's common stock. As a result of
the transaction, First Americas became the controlling shareholder of the
Company and Mr. Kier and Sid Banon became directors of the Company. Mr. Kier was
appointed the Company's President, Secretary and Treasurer. Subsequently, Mr.
Jerome Chazen was appointed to the Board. In May 2005, First Americas
distributed the majority of its shares of common stock to Mr. Kier, and sold
shares to Messrs. Banon and Chazen and two other persons.

Also in connection with the foregoing transaction, the Company entered into (1)
a letter agreement with First Americas and David Allen, a former officer and
director of the Company, pursuant to which Mr. Allen will conclude the
bankruptcy business of the Company by the end of July 2005, including such
activities as collecting outstanding amounts receivable, clearing checks written
by the Company prior to the closing of the transaction and issuing checks for
remaining expenses and obligations of the Company in connection with the
Company's bankruptcy, and (2) an escrow agreement with Mr. Allen and North Fork
Bank, pursuant to which the assets that the Company held immediately prior to
the closing of the transaction, after payment of remaining bankruptcy claims,
will be distributed as a special distribution for the benefit of the Company's
shareholders.

As a result of the order of the U.S. Bankruptcy Court dated January 25, 2005,
except as otherwise described herein, the Company will be free from all liens,
claims and interests of others that arose prior to the effective date of the
Company's bankruptcy plan.

The executive office of the Company is located at 1775 Broadway, Suite 604, New
York, NY 10019. Its telephone number is (212) 247-4590. The Company's sole
officer is Isaac Kier and its directors are Mr. Kier, Sid Banon and Jerome
Chazen.

Registration Statement

Until October 2003, the Company was registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and filed
reports with the Securities and Exchange Commission (the "Commission") pursuant
to Sections 13(a) and 15(d) of the Exchange Act. In late 2003, the Company
determined that maintaining its registration was costing the Company
approximately $250,000 per year and, in an attempt to reduce expenses,
voluntarily terminated its registration on October 29, 2003. The Company was
permitted to terminate its registration because it had less than 300 record
holders of its shares of common stock.

The Company is voluntarily filing this registration statement on Form 10-SB in
order to once again become registered under Section 12(g) of the Exchange Act.
As a "reporting company", the Company will again be obligated to file with the
Commission certain interim and periodic reports, including an annual report
containing audited financial statements. The Company anticipates that it will
continue to file such reports as required under the Exchange Act.

The public may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at its website address,
which is http://www.sec.gov.

Until October 2003, the common stock of the Company was traded under the symbol
MILB on the NASDAQ SmallCap Market. Since such time, the Company's common stock
has been subject to quotation on the pink sheets under the trading symbol MILB.
There can be no assurance that there will be an active trading market for our
securities following the effective date of this Registration Statement. In the
event that an active trading market commences, there can be no assurance as to
the market price of our shares of common stock, whether any trading market will
provide liquidity to investors, or whether any trading market will be sustained.

New Business Objectives of the Company

As a result of the Bankruptcy proceeding, the Company has no present operations.
New management is determined to direct its efforts to locate and consummate a
merger or acquisition with a private entity (a "Business Combination"). The
Company does not intend to limit itself to a particular industry and has not
established any particular criteria upon which it shall consider and proceed
with a possible Business Combination.


                                       2
<PAGE>

Management believes that various types of potential merger or acquisition
candidates might find a Business Combination with the Company to be attractive.
These include acquisition candidates desiring to eventually create a more liquid
market for their shares, acquisition candidates which have long-term plans for
raising capital through public sale of securities and believe that the possible
prior existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates who have a need for an immediate cash
infusion are not likely to find a potential Business Combination with the
Company to be an attractive alternative. Nevertheless, the Company has not
conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of an acquisition candidate.

Prior to making a decision to participate in a Business Combination, the Company
will generally request as much relevant information as possible regarding the
acquisition candidate, including, but not limited to, such items as a
description of products, services and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks, or service marks, or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between such company and its affiliates during the relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; and audited financial statements, or if they are not available at
that time, unaudited financial statements, together with reasonable assurance
that audited financial statements could be produced within a required period of
time.

In evaluating a prospective Business Combination, we would consider, among other
factors, the following: (i) costs associated with pursuing the Business
Combination; (ii) growth potential of the business to be acquired, (iii)
experiences, skills and availability of additional personnel necessary to
operate the business to be acquired; (iv) necessary capital requirements of the
business to be acquired; (v) the competitive position of the business to be
acquired; (vi) the stage of business development of the business to be acquired;
(vii) the market acceptance of the potential products and services of the
business to be acquired; (viii) proprietary features and intellectual property
of the business to be acquired; and (ix) the regulatory environment that may be
applicable to any prospective business to be acquired. The foregoing criteria
are not intended to be exhaustive and there may be other criteria that
management may deem relevant.

The Company is unable to predict when it may find a possible acquisition
candidate. We expect, however, that the analysis of specific proposals and the
selection of a potential transaction may take several months or more. There can
also be no assurances that the Company will be able to successfully pursue an
acquisition candidate. In that event, there is a substantial risk to the Company
that failure to complete a Business Combination will force management to cease
operations and liquidate the Company.

Management intends to devote such time as it deems necessary to carry out the
Company's affairs. The exact length of time required for the pursuit of a
Business Combination is uncertain. No assurance can be made that we will be
successful in our efforts. We cannot project the amount of time that our
management will actually devote to the Company's plan of operation.

Mr. Kier owns a majority of the total issued and outstanding shares of the
Company. As a result, Mr. Kier has the ability to unilaterally approve a
prospective Business Combination on behalf of all shareholders. Notwithstanding
the fact that Mr. Kier can unilaterally approve a prospective Business
Combination, the Company intends to provide the Company's shareholders with
complete disclosure documentation concerning a potential Business Combination
prior to its consummation in the manner required by applicable state law and
federal securities laws.


                                       3
<PAGE>

SEARCH FOR A BUSINESS COMBINATION

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to enhance the liquidity of their shares. The Company does
not propose to restrict its search for a Business Combination to any particular
geographical area or industry, and may, therefore, engage in essentially any
business, to the extent of its limited resources. This includes industries such
as service, manufacturing, high technology, biotechnology, product development,
medical, communications and others. The Company's discretion in the selection of
a Business Combination is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding a desirable Business Combination,
and no assurance can be given that any acquisition which does occur will be on
terms that are favorable to the Company or its shareholders.

Our management is not required to commit their full time to our affairs. As a
result, pursuing a Business Combination may require a greater period of time
than if they would devote their full time to our affairs. Management is not
precluded from serving as officers or directors of any other entity that is
engaged in business activities similar to those of the Company. In the future,
management may become associated or affiliated with entities engaged in business
activities similar to those we intend to conduct. In such event, management may
have conflicts of interest in determining to which entity a particular Business
Combination should be presented. Mr. Kier, a director and our President,
Secretary and Treasurer, currently serves as a director of two other such
companies. In general, officers and directors of a Delaware corporation are
required to present certain business opportunities to such corporation. In cases
where our management has multiple business affiliations, they may have similar
legal obligations to present certain business opportunities to multiple
entities. If several business opportunities or operating entities approach
management with respect to a Business Combination, management will consider a
number of factors, including preferences of the management of the operating
company and availability of resources of the acquiring company. However,
management will act in what it believes will be in the best interests of the
shareholders of the Registrant and other respective public companies.

The Company intends to conduct its activities so as to avoid being classified as
an "Investment Company" under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act of 1940 and the regulations promulgated
thereunder.

Registrant is a Blank Check Company

At present, the Company has no sources of revenue and has no specific business
plan or purpose. The Company's business plan is to seek a Business Combination.
As a result, the Company is a "blank check" or "shell" company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of shell
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
or undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
and closed on a suitable Business Combination.

The Company's common stock is a "penny stock," as defined in Rule 3a51-1 under
the Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of the Registrant is subject to
the penny stock rules, it may be more difficult to sell the Company's common
stock.


                                       4
<PAGE>

RISK FACTORS

The Company's business is subject to numerous risk factors, including the
following:

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon the continued services of its officers and
directors. To the extent that their services become unavailable, the Company
will be required to obtain other qualified personnel and there can be no
assurance that it will be able to recruit and hire qualified persons upon
acceptable terms.

BECAUSE WE MAY BE DEEMED TO HAVE NO "INDEPENDENT" DIRECTORS, ACTIONS TAKEN AND
EXPENSES INCURRED BY OUR OFFICERS AND DIRECTORS ON OUR BEHALF WILL GENERALLY NOT
BE SUBJECT TO "INDEPENDENT" REVIEW

Each of our directors owns shares of our securities and, although no
compensation will be paid to them for services rendered prior to or in
connection with a Business Combination, they may receive reimbursement for
out-of-pocket expenses incurred by them in connection with activities on our
behalf, such as identifying potential target businesses and performing due
diligence on suitable Business Combinations. There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors, which includes
persons who may seek reimbursement, or a court of competent jurisdiction if such
reimbursement is challenged. Because none of our directors may be deemed
"independent," we may not have the benefit of independent directors examining
the propriety of expenses incurred on our behalf and subject to reimbursement.
Although we believe that all actions taken by our directors on our behalf will
be in our best interests, we cannot assure you that this will actually be the
case. If actions are taken, or expenses are incurred that are actually not in
our best interests, it could have a material adverse effect on our business and
operations.

LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

At present, we have limited business operations and our business activities are
limited to seeking a Business Combination. Due to our limited financial and
personnel resources, there is only a limited basis upon which to evaluate our
prospects for achieving our intended business objectives. We have only limited
resources and have no current source of operating income, revenues or cash flow
from operations. Mr. Kier has indicated to us that he currently intends to
provide us with limited funding in the form of loans, on an as needed basis,
necessary for us to continue our corporate existence and our business objective
to seek a Business Combination, as well as funding the costs, including
professional accounting fees and expenses related to continuing to be a
reporting company under the Exchange Act. However, we have no written agreement
with Mr. Kier to provide any interim financing for any period and there is no
assurance that he will provide such funding. In addition, we will not generate
any revenues at least until, and we will only potentially generate revenues if,
we enter into a new business, of which there can be no assurance.

BROAD DISCRETION OF MANAGEMENT

Any person who invests in our securities will do so without an opportunity to
evaluate the specific merits or risks of any potential Business Combination in
which we may engage. As a result, investors will be entirely dependent on the
broad discretion and judgment of management in connection with the selection of
a Business Combination. There can be no assurance that determinations made by
our management will permit us to achieve our business objectives.

UNSPECIFIED INDUSTRY FOR PROSPECTIVE BUSINESS COMBINATIONS; UNASCERTAINABLE
RISKS

There is no basis for shareholders to evaluate the possible merits or risks of
potential Business Combinations or the particular industry in which we may
ultimately operate. To the extent that we effect a Business Combination with a
financially unstable entity or an entity that is in its early stage of
development or growth, including entities without established records of
revenues or income, we will become subject to numerous risks inherent in the
business and operations of such entity. In addition, to the extent that we
effect a Business Combination with an entity in an industry characterized by a
high degree of risk, we will become subject to the currently unascertainable


                                       5
<PAGE>

risks of that industry. A high level of risk frequently characterizes certain
industries that experience rapid growth. Although management will endeavor to
evaluate the risks inherent in a particular new prospective business or
industry, there can be no assurance that we will properly ascertain or assess
all such risks or that subsequent events may not alter the risks that we
perceive at the time of the consummation of a Business Combination.

THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS FOR
BUSINESS COMBINATION

The Company has no current arrangement, agreement or understanding with respect
to engaging in a Business Combination with a specific entity. There can be no
assurance that the Company will be successful in identifying and evaluating or
in concluding a Business Combination. No particular industry or specific
business within an industry has been selected for a target company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
Business Combination with such business entity. Accordingly, the Company may
enter into a Business Combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There can
be no assurance that the Company will be able to negotiate a Business
Combination on terms favorable to the Company. In addition, there can be no
assurance that a Business Combination will benefit shareholders or prove to be
more favorable to shareholders than any other investment that may be made by
shareholders and investors.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the requirements of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial statements of the acquired company. These audited financial
statements must be furnished within 75 days following the effective date of a
Business Combination. Obtaining audited financial statements will be the
economic responsibility of the target company. The additional time and costs
that may be incurred by some potential target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable. Notwithstanding a target
company's agreement to obtain audited financial statements within the required
time frame, such audited financials may not be available to the Company at the
time of effecting a Business Combination. In cases where audited financials are
unavailable, the Company will have to rely upon unaudited information that has
not been verified by outside auditors in making its decision to engage in a
transaction with the business entity. This risk increases the prospect that a
Business Combination with such a business entity might prove to be an
unfavorable one for the Company.

THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE
SUSTAINED

There is currently no substantial active trading market in our shares. There can
be no assurance that there will be an active trading market for our securities
following commencement of a new business. In the event that an active trading
market commences, there can be no assurance as to the market price of our shares
of common stock, whether any trading market will provide liquidity to investors,
or whether any trading market will be sustained.

CONFLICTS OF INTEREST

Our management is not required to commit their full time to our affairs. As a
result, pursuing Business Combinations may require a greater period of time than
if they would devote their full time to our affairs. Management is not precluded
from serving as officers or directors of any other entity that is engaged in
business activities similar to those of the Company. In the future, management
may become associated or affiliated with entities engaged in business activities
similar to those we intend to conduct. In such event, management may have
conflicts of interest in determining to which entity a particular Business
Combination should be presented. Mr. Kier, a director and our President,
Secretary and Treasurer, currently serves as a director of two other such
companies. In general, officers and directors of a Delaware corporation are


                                       6
<PAGE>

required to present certain business opportunities to such corporation. In cases
where our management has multiple business affiliations, they may have similar
legal obligations to present certain business opportunities to multiple
entities. If several business opportunities or operating entities approach
management with respect to a Business Combination, management will consider a
number of factors, including preferences of the management of the operating
company and availability of resources of the acquiring company. However,
management will act in what it believes will be in the best interests of the
shareholders of the Registrant and other respective public companies.

COMPETITION

We expect to encounter intense competition from other entities seeking to pursue
Business Combinations. Many of these entities are well-established and have
extensive experience in identifying prospective Business Combinations. Many of
these competitors possess greater financial, technical, human and other
resources than we do and there can be no assurance that we will have the ability
to compete successfully. Based upon our limited financial and personnel
resources, we may lack the resources necessary to compete with many of our
potential competitors.

ADDITIONAL FINANCING REQUIREMENTS

We have no revenues and are dependent upon the willingness of Mr. Kier to fund
through loans to the Company the costs associated with our reporting obligations
under the Exchange Act, and other administrative costs associated with our
corporate existence. The Company has incurred and expects to continue to incur
costs for general and administrative expenses, including accounting fees,
reinstatement fees, and other professional fees related to the preparation and
filing of this Registration Statement under the Exchange Act. We do not expect
to generate any revenues until, and we will only potentially generate revenues
if, we enter into a new business. We believe that we will have sufficient funds
available to pay accounting and professional fees and other expenses to fulfill
our reporting obligations under the Exchange Act until we commence business
operations. In the event that our available funds from our affiliates prove to
be insufficient, we will be required to seek additional financing. Our failure
to secure additional financing could have a material adverse affect on our
ability to pay the accounting and other fees required in order to continue to
fulfill our reporting obligations and pursue our business plan. We do not have
any arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement would be
available at all or on terms acceptable to us. We do not have any written
agreement with our affiliates to provide funds for our operating expenses.

STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES

The holders of our shares of common stock and those persons who desire to
purchase them in any trading market that might develop, should be aware that
there may be state blue-sky law restrictions upon the ability of investors to
resell our securities. Accordingly, investors should consider the secondary
market for the Registrant's securities to be a limited one.

DIVIDENDS UNLIKELY

We do not expect to pay dividends for the foreseeable future because we have no
revenues. The payment of dividends will be contingent upon our future revenues
and earnings, if any, capital requirements and overall financial condition. The
payment of any future dividends will be within the discretion of our board of
directors. It is our expectation that after the consummation of a Business
Combination that future management will determine to retain any earnings for use
in business operations and, accordingly, we do not anticipate declaring any
dividends in the foreseeable future.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT

In conjunction with completion of a Business Combination, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents a majority of the voting power and equity of the Company,
which will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. As a condition of the Business
Combination agreement, the current controlling shareholder of the Company may
agree to sell or transfer all or a portion of the Company's common stock he owns
so as to provide the target company with all or majority control. The resulting
change in control of the Company will likely result in removal of the present
officer and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.


                                       7
<PAGE>

POSSIBLE DILUTION OF VALUE OF SHARES UPON A BUSINESS COMBINATION

A Business Combination normally will involve the issuance of a significant
number of additional shares of common stock. Depending upon the value of the
assets acquired in such Business Combination, the per share value of the
Company's common stock may increase or decrease, perhaps significantly.

COMPLIANCE WITH PENNY STOCK RULES

Our securities will be considered a "penny stock" as defined in the Exchange Act
and the rules thereunder, unless the price of our shares of common stock is at
least $5.00. We expect that our share price will be less than $5.00. Unless our
common stock is otherwise excluded from the definition of "penny stock", the
penny stock rules apply. The penny stock rules require a broker-dealer, prior to
a transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock is subject to the penny stock
rules, it may become more difficult to sell such securities. Such requirements
could limit the level of trading activity for our common stock and could make it
more difficult for investors to sell our common stock.

REGULATION UNDER INVESTMENT COMPANY ACT

In the event the Company engages in a Business Combination which results in the
Company holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company Act of 1940.
In such event, the Company would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs.

TAXATION

Federal and state tax consequences will, in all likelihood, be major
considerations in any Business Combination that the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any Business Combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such Business Combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

RISKS OF DOING BUSINESS IN A FOREIGN COUNTRY

Although we intend to focus our search on target businesses located within the
United States, we are not limited to this geographical region. It is possible
that prospective target businesses could be introduced to us in this and other
areas. If we locate a suitable target business outside of the United States, we
would be subject to all the inherent risks of doing business in that foreign
country. For instance, many countries have had economic difficulties and
political instability. If we were to complete a Business Combination with a
target business located in another country, our operations and profitability
could be negatively affected by that country's response to these and other
issues. In addition, we cannot assure you that management of the target business
will be familiar with United States securities laws. If new management is
unfamiliar with our laws, it may have to expend time and resources becoming
familiar with such laws. This could be expensive and time-consuming and could
lead to various regulatory issues which may adversely affect our operations.

GENERAL ECONOMIC RISKS

The Registrant's current and future business plans are dependent, in large part,
on the state of the general economy. Adverse changes in economic conditions may
adversely affect our plan of operation.


                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company intends to seek to acquire assets or shares of an entity engaged in
a business that generates, or has the potential of generating revenues, in
exchange for securities of the Company. The Company has not identified a
particular acquisition target as of the date of filing of this registration
statement, and has not entered into any negotiations regarding any such
acquisition. None of the Company's officers, directors, promoters or affiliates
has engaged in any negotiations with any representative of any other company
regarding a Business Combination between the Company and such other company as
of the date of this registration statement.

The Company intends to remain a shell company until a merger or acquisition is
consummated, and it is anticipated that during that time frame the Company's
cash requirements will be minimal. The Company does not anticipate that it will
have to raise capital during the next twelve months. The Company also does not
expect to make any significant capital acquisitions during the next twelve
months.

The Company intends to seek to carry out its business plan as discussed herein.
In order to do so, the Company needs to pay ongoing expenses, including
particularly legal and accounting fees incurred in conjunction with preparation
and filing of this Registration Statement, and in conjunction with future
compliance with its on-going reporting obligations under the Exchange Act.
Because the Company has no capital with which to pay these anticipated expenses,
Mr. Kier has indicated to us that he currently intends to provide us with
limited funding in the form of loans, on an as needed basis, necessary for us to
continue our corporate existence and our business objective to seek a Business
Combination, as well as funding the costs, including professional accounting
fees and expenses related to continuing to be a reporting company under the
Exchange Act. However, we have no written agreement with Mr. Kier to provide any
interim financing for any period and there is no assurance that he will provide
such funding. Should Mr. Kier fail to loan the Company funds to pay such
expenses, the Company has not identified any alternative sources, and there is
substantial doubt about the Company's ability to continue as a going concern.
The Company currently does not intend to raise funds, either debt or equity,
from investors while the Company is a blank check company, and the Company will
not borrow any funds to make any payments to the Company's management or
affiliates.

The Company has no employees and does not expect to hire any prior to effecting
a Business Combination. The Company's President has agreed to allocate a portion
of his time to the activities of the Company, without compensation. The
President anticipates that the business plan of the Company can be implemented
by his devoting a portion of his available time to the business affairs of the
Company.

The Company's board of directors intends to provide the Company's shareholders
with complete disclosure documentation concerning the structure of a proposed
Business Combination prior to consummation.

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Financial Statements and related notes to the Financial Statements, which are
included as Part F/S of this Form 10-SB.

Until 2004, the Company was a publisher of children's nonfiction books, in both
hardcover and paperback, for the school and library market and the consumer
market. The Company published more than 1,700 hardcover and 750 paperback books
under its Roaring Book, Millbrook, Copper Beech, and Twenty-First Century
imprints. In recent years schools and public libraries across the country
suffered major fiscal crises, and responded by cutting back on their book
acquisitions. The effect on the Company's business was severe. Accordingly, the
Company engaged in negotiations with People's Bank, its secured lender, and a
committee of its largest unsecured creditors, in an attempt to restructure its
obligations out of court. When it became clear that the restructuring would not
be successful, the Company decided to seek the protection of the Bankruptcy
Court.

On February 6, 2004, the Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the District of Connecticut (the "Bankruptcy Court"). After filing for
bankruptcy, the Company began to sell each of its imprints. The Company's plan
in bankruptcy called for the continued sales of current inventory until the
various imprints could be sold. It was determined that the best way to proceed
for the benefit of the Company's creditors, shareholders and employees was to
sell the imprints individually rather than as a single unit. Consequently, The


                                       9
<PAGE>

financial statements as of July 31, 2004 reflect the discontinued operations of
the Company and the sales of various imprints. In April 2004, the Company sold
its Roaring Book imprint in an auction for approximately $4.4 million. In July
2004, the Company sold both the Millbrook and Twenty-First Century imprints
together in an auction for approximately $3.4 million. The Company sold the
Copper Beach imprint and remaining inventory in late 2004 for approximately
$165,000. In addition, beginning in February 2004, the Company began to sell off
its inventory and raised approximately an additional $2.1 million. As of July
31, 2004, the Company had paid all secured creditors 100% of amounts owed. The
Company estimates that it will have available funds to pay all unsecured
creditors 100% of amounts owed and will have sufficient cash to make a
shareholder distribution. Neither First Americas or its transferees will be
entitled to participate in such distribution. The Company estimates that the
bankruptcy proceeding will be concluded by July 2005.

Traditional year over year comparisons of the statement of operations and
balance sheets become less significant as the Company filed for bankruptcy in
2004 and began to sell assets.

The statement of operations for the audited financial statements and unaudited
interim financial statements presented detail the net loss recognized from the
disposal of the significant imprints of the Company along with the loss from
discontinued operations of those imprints prior to their sale. The comparative
statements of operations have been reclassified to conform with the current
period presentation.

The Company's balance sheet reflects the sale of its imprints and the execution
of its plan of reorganization which call for the Company to sell its assets and
raise cash to pay liabilities and distribute any remainder to shareholders.

As of July 31, 2004 and currently, the Company has sufficient funds to pay all
of its estimated ongoing expenses of bankruptcy including the payment of all
Liabilities subject to compromise.

ITEM 3. DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no agreements to acquire any
properties. The Company's current address is 1775 Broadway, New York, NY 10019.
The Company's office space is currently provided by First Americas Management
LLC, an affiliate of Mr. Kier, for $3,500 per month, which amount will accrue,
without interest, until paid.

ITEM 4. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this registration statement, there are 28,698,870 shares of
the Company's common stock, par value $0.01 per share, issued and outstanding.
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's common
stock; (ii) by each executive officer of the Company at the end of the last
completed fiscal year; (iii) each current director and executive officer; and
(iv) by all of the foregoing executive officers (including the former executive
officers) and current directors of the Company as a group. Each of the persons
named in the table has sole voting and investment power with respect to the
shares beneficially owned.


                                       10
<PAGE>

<TABLE>
<CAPTION>
Name, Position and Address of Beneficial Owner                   Number of Shares Beneficially    Percent of Class
                                                                              Owned                      (%)
<S>                                                                         <C>                         <C>
Issac Kier                                                                  19,371,737                  67.5
President, Secretary, Treasurer and Director
1775 Broadway, Suite 604, New York, NY 10019

Jerome Chazen                                                                2,582,898                   9.0
Director
c/o Chazen Capital Partners
767 Fifth Avenue
New York, NY 10153

Lawrence Coben                                                               1,937,174                   6.8
1775 Broadway Suite 604
New York, NY 10019

Sid Banon                                                                      645,725                   2.3
Director
150 E. 69th Street
New York, NY 10021

Jean E. Reynolds, former executive officer                                      15,506                    *
2 Old New Milford Road
Brookfield, CT 06804

David Allen, former executive officer                                            4,500                    *
2 Old New Milford Road
Brookfield, CT 06804

Simon Boughton, former executive officer                                             0                    *
2 Old New Milford Road
Brookfield, CT 06804

All Executive Officers and Directors as a Group (six persons)               24,557,540                  85.6
</TABLE>

*Less than 1%

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The names, ages and positions of the Company's current directors and executive
officers are as follows:

      NAME              AGE                 POSITIONS AND OFFICES HELD
      ----------        ---         --------------------------------------------
      Issac Kier        52          President, Secretary, Treasurer and Director

      Sid Banon         48          Director

      Jerome Chazen     78          Director

In addition to the above, each of David Allen, Jean Reynolds and Simon Boughton
were executive officers during fiscal year 2004, but have since resigned.

All of the directors of the Company other than those set forth above resigned in
connection with the acquisition by First Americas of a controlling interest in
the Company.

DIRECTORS AND EXECUTIVE OFFICER

Isaac Kier, Director, President, CEO/CFO, Secretary

Isaac Kier has served as a director and the Company's president, secretary and
treasurer since April 2005, and will serve on the board of directors until the
next annual shareholders' meeting of the Company or until a successor is


                                       11
<PAGE>

elected. Since February 2000, Mr. Kier has been a general partner of Coqui
Capital Partners, L.P., a venture capital firm licensed by the Small Business
Administration as a small business investment company having investments in the
telecommunications, media and biotechnology industries. Since June 2004, Mr.
Kier has served as a director of Rand Acquisition Corporation (RAQCU.OB, RAQC.OB
and RAQCW.OB), a blank check company formed to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business. Since February 2004, he has served as treasurer and director
of Tremisis Energy Acquisition Corporation (TEGYU.OB), a special purpose
acquisition company. Since February 2004, he has also served on the board of
directors of Hana Biosciences, Inc., a development stage biopharmaceutical
company focused on the acquisition, development and commercialization of
innovative products to enhance cancer care. Since April 1997, Mr. Kier has been
a principal of First Americas Partners, LLC, an investment partnership focusing
on real estate investments in North and South America. Mr. Kier received a BA in
Economics from Cornell University and a JD from George Washington University Law
School.

Jerome A. Chazen, Director

Jerome A. Chazen has served as a director of the Company since April 2005. Mr.
Chazen is also Chairman of Chazen Capital Partners, a private investment
company. Prior to Chazen Capital, Mr. Chazen was one of the four founders of Liz
Claiborne Inc., where he is also Chairman Emeritus. Mr. Chazen is also the
founder and Benefactor of the Jerome A. Chazen Institute of International
Business, the focal point of all international programs at Columbia Business
School. Mr. Chazen received his Bachelor Degree from the University of Wisconsin
and his MBA from Columbia Business School. Mr. Chazen has been a director of
Taubman Centers, Inc. since 1992.

Sid Banon, Director

Mr. Banon has been a director of the Company since April 2005. Mr. Banon has
served as a Managing Director of Chazen Capital Partners, L.P. since 1996. Prior
to that, he was a co-founder of Win Stuff Corporation, a national operator of
skill crane vending machines, and Mr. Banon currently serves as Chief Executive
Officer of that company. Prior to that, Mr. Banon held various corporate
positions in audit, finance and accounting at Sony Corp. of America, Gulf &
Western, and Citicorp. Mr. Banon received his BS in Accounting at the State
University of New York at Albany, and is a Certified Public Accountant.

There are no agreements or understandings for any of the officers or directors
of the Company to resign at the request of another person, and the above-named
officer and directors are not acting on behalf of, nor will act at the direction
of, any other person.

Mr. Chazen is Mr. Banon's father-in-law. There are no other family relationships
among the officers and directors of the Company.

RECENT BLANK CHECK COMPANIES

Our President has recently been involved with the following blank check
companies:

Rand Acquisition Corporation is a blank check company formed on June 2, 2004 to
effect a merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business. Mr. Kier serves as a director.
Unlike the Company, Rand Acquisition Corporation has approximately $24 million
of cash available to it with which to pursue and acquisition.

Tremisis Energy Acquisition Corporation is a blank check company formed on
February 5, 2004 to effect a merger, capital stock exchange, asset acquisition
or other similar business combination with an operating business in either the
energy or the environmental industry and their related infrastructures. Mr. Kier
is treasurer and a director. Unlike the Company, Tremisis Energy Acquisition
Corporation has approximately $34 million of cash available to it with which to
pursue an acquisition.


                                       12
<PAGE>

INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS DURING THE LAST FIVE YEARS

(1)   No director, officer, significant employee or consultant has been
      convicted in a criminal proceeding, exclusive of traffic violations or is
      subject to any pending criminal proceeding.

(2)   Other than with respect to the Company's bankruptcy, no bankruptcy
      petitions have been filed by or against any business or property of any
      director, officer, significant employee or consultant of the Company nor
      has any bankruptcy petition been filed against a partnership or business
      association where these persons were general partners or executive
      officers.

(3)   No director, officer, significant employee or consultant has been
      permanently or temporarily enjoined, barred, suspended or otherwise
      limited from involvement in any type of business, securities or banking
      activities.

(4)   No director, officer or significant employee has been convicted of
      violating a federal or state securities or commodities law.

ITEM 6. EXECUTIVE COMPENSATION

Neither the Company's current executive officer nor any of the Company's current
directors receives any compensation for his services rendered to the Company,
has received such compensation in the past, or is accruing any compensation
pursuant to any agreement with the Company. The Company currently has no
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs for the benefit of directors, officers, or other employees.

The officer and directors of the Company will not receive any finder's fees,
either directly or indirectly, as a result of their efforts to implement the
Company's business plan outlined herein.

SUMMARY COMPENSATION TABLE

The following table sets forth, for the Company's last three completed fiscal
years, all compensation awarded to, earned by or paid to the Company's three
executive officers who were executive officers of the Company at the end of the
fiscal year ended July 31, 2004. None of such persons is currently an executive
officer of the Company.

<TABLE>
<CAPTION>
                                                                                      Long-Term
                                              Annual Compensation                   Compensation        All Other
                                      ------------------------------------       ------------------  Compensation (1)
                                                                                       Awards              ($)
                                      ------------------------------------       ------------------  ----------------
                                                                                     Securities
  Name and Principal Position(s)      Year        Salary ($)     Bonus ($)       Underlying Options
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>             <C>                       <C>                    <C>
David Allen,                          2004        $160,000             --                        --                --
    President, Chief Executive        2003        $160,000             --                   100,000                --
    Officer, Chief Financial          2002        $153,000             --                    55,000                --
    Officer and Secretary

Jean E. Reynolds,                     2004        $160,000             --                        --                --
    Executive Vice President and      2003        $160,000             --                   100,000                --
    Publisher                         2002        $146,000             --                    25,000                --

Simon Boughton,                       2004        $120,000        $28,000                        --                --
    Vice President and Publisher      2003        $160,000        $28,000                   100,000                --
                                      2002        $150,000        $25,000                    40,000                --
</TABLE>


                                       13
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Company granted no options during fiscal year 2004. As of the date of filing
of this Form 10-SB, the Company has no options outstanding.

AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

No executive officers exercised options during fiscal 2004. The following table
provides information related to the number of options held by the named
executive officers at fiscal year end. No options held by any such executive
officer were in the money at 2004 fiscal year end. Additionally, all of such
options were rejected by the Company in connection with the Bankruptcy, and no
options remain outstanding.

                                                     Number of Securities
                                                    Underlying Unexercised
                                                     Options at FY-End (#)
                                               Exercisable         Unexercisable
                                               -----------         -------------
      Jean E. Reynolds                            92,166               75,000
      David Allen                                115,000               75,000
      Simon Boughton                              55,000               95,000

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of July 31, 2004 about the Company's
common stock issuable upon the exercise of options, warrants and rights under
the Company's then existing equity compensation plan. Such plan no longer
exists. As of the date of filing of this Form 10-SB, no shares of common stock
are issuable by the Company upon the exercise of options, warrants and rights
under any equity compensation plan.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                        (a)                            (b)                             (c)
- ---------------------------------------------------------------------------------------------------------------------------
Plan category           Number of securities to be     Weighted-average exercise       Number of securities remaining
                        issued upon exercise of        price of outstanding            available for future issuance under
                        outstanding options,           options, warrants and rights    equity compensation plans (excluding
                        warrants and rights                                            securities reflected in column (a))
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>                                    <C>
Equity compensation                        803,900                            $2.19                                  96,100
plans approved by
security holders (1)
- ---------------------------------------------------------------------------------------------------------------------------
Equity compensation                            n/a                              n/a                                     n/a
plans not approved
by security holders
- ---------------------------------------------------------------------------------------------------------------------------
Total                                      803,900                            $2.19                                  96,100
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

      (1)   Consists of the Company's 1994 Stock Option Plan.

Employment Contracts with Executive Officers

The Company was a party to employment contracts with each of Mr. Allen, Ms.
Reynolds and Mr. Boughton. As of the end of the last fiscal year, only Mr.
Allen's contract was still in effect. Mr. Allen voluntarily terminated his
employment contract on April 26, 2005 and the Company has no obligation
remaining under such contract.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 26, 2005, the Company issued 25,828,983 restricted shares of its common
stock to First Americas in exchange for $75,000 in cash. See Item 4, "Recent
Sales of Unregistered Securities." Mr. Kier, an officer and director of the
Company, is the sole shareholder of First Americas. With respect to the sales
made to Mr. Kier, the Company relied upon Section 4(2) of the Securities Act of


                                       14
<PAGE>

1933, as amended (the "Securities Act"). Such security holder cannot rely on
Rule 144 for resale transactions and therefore can only be resold through
Registration under the Securities Act. First Americas has since distributed
shares to Mr. Kier and sold shares to Mr. Chazen, Mr. Banon and another
individual.

In February 2005, the Company paid David Allen, a former officer and director of
the Company, a $100,000 bonus for continuing with the Company during bankruptcy
proceedings.

Pursuant to her employment agreement, which has since been cancelled, Jean
Reynolds received $80,000 in severance pay during August 2004.

The Company paid Graham International Publishing & Research, Inc., one of the
principals of which is Howard Graham, former chairman of the board of directors,
nothing in fiscal year 2004 and $100,000 in fiscal year 2003 in connection with
a consulting contract pursuant to which the consultant provided advice overall
regarding publishing, financial review and sales strategy.

The Company's office space is currently provided by First Americas Management
LLC, an affiliate of Mr. Kier, for $3,500 per month, which amount will accrue,
without interest, until paid. See "Item 3. Description of Property."

Mr. Kier has indicated to us that he currently intends to provide us with
limited funding in the form of loans, on an as needed basis, necessary for us to
continue our corporate existence and our business objective to seek a Business
Combination, as well as funding the costs, including professional accounting
fees and expenses related to continuing to be a reporting company under the
Exchange Act. However, we have no written agreement with Mr. Kier to provide any
interim financing for any period and there is no assurance that he will provide
such funding.

CONFLICTS OF INTEREST

Our management is not required to commit their full time to our affairs. As a
result, pursuing a Business Combination may require a greater period of time
than if they would devote their full time to our affairs. Management is not
precluded from serving as officers or directors of any other entity that is
engaged in business activities similar to those of the Company. In the future,
management may become associated or affiliated with entities engaged in business
activities similar to those we intend to conduct. In such event, management may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented. Mr. Kier, a director and our President,
Secretary and Treasurer, currently serves as a director of two other such
companies. In general, officers and directors of a Delaware corporation are
required to present certain business opportunities to such corporation. In cases
where our management has multiple business affiliations, they may have similar
legal obligations to present certain business opportunities to multiple
entities. If several business opportunities or operating entities approach
management with respect to a Business Combination, management will consider a
number of factors including preferences of the management of the operating
company and availability of resources of the acquiring company. However,
management will act in what they believe will be in the best interests of the
shareholders of the Registrant and other respective public companies.

Other than described above, there have been no transactions that are required to
be disclosed pursuant to Item 404 of Regulation S-B.

ITEM 8. DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 75,000,000 shares of
common stock, par value $0.01 per share, of which there are 28,698,870 issued
and outstanding and 1,000,000 shares of preferred stock, par value $0.1 per
share, of which none have been designated or issued. The following summarizes
the important provisions of the Company's capital stock. For more information
about the Company's capital stock, please see the copy of our articles of
incorporation and bylaws that have been filed as exhibits to this registration
statement.


                                       15
<PAGE>

COMMON STOCK

The holders of shares of common stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted can elect all of the
directors then being elected. The holders of common stock are entitled to
receive dividends when, as and if declared by the board of directors out of
funds legally available therefor. In the event of liquidation, dissolution or
winding up of the Company, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the common stock. Holders of shares of common stock,
as such, have no redemption, preemptive or other subscription rights, and there
are no conversion provisions applicable to the common stock. All of the
outstanding shares of common stock are fully paid and non-assessable.

PREFERRED STOCK

The Company's authorized shares of Preferred Stock may be issued in one or more
series, and the board of directors is authorized, without further action by the
stockholders, to designate the rights, preferences, limitations and restrictions
of and upon shares of each series, including dividend, voting, redemption and
conversion rights. The board of directors also may designate par value,
preferences in liquidation and the number of shares constituting any series. The
Company believes that the availability of Preferred Stock issuable in series
will provide increased flexibility for structuring possible future financings
and acquisitions, if any, and in meeting other corporate needs. It is not
possible to state the actual effect of the authorization and issuance of any
series of Preferred Stock upon the rights of holders of common stock until the
Board of Directors determines the specific terms, rights and preferences of a
series of Preferred Stock. However, such effects might include, among other
things, restricting dividends on the common stock, diluting the voting power of
the common stock, or impairing liquidation rights of such shares without further
action by holders of the common stock. In addition, under various circumstances,
the issuance of Preferred Stock may have the effect of facilitating, as well as
impeding or discouraging, a merger, tender offer, proxy contest, the assumption
of control by a holder of a large block of the Company's securities or the
removal of incumbent management. Issuance of Preferred Stock could also
adversely affect the market price of the common stock. The Company has no
present plan to issue any shares of Preferred Stock.

DIVIDENDS

Dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, and capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the Company's board of
directors. The Company currently intends to retain all earnings, if any, and
accordingly the board of directors does not anticipate declaring any dividends
prior to a Business Combination.

TRADING OF SECURITIES IN SECONDARY MARKET

The Company currently has 28,698,870 shares of common stock issued and
outstanding, more than 90% of which are "restricted securities," as that term is
defined under Rule 144 promulgated under the Securities Act, in that such shares
were issued in private transactions not involving a public offering.

Following a Business Combination, the Company may apply for quotation of its
securities on the OTC Bulletin Board. To qualify for quotation of its securities
on the OTC Bulletin Board, an equity security must have at least one registered
broker-dealer, known as the market maker, willing to list bid or sale quotations
and to sponsor the company for the quotation on the OTC Bulletin Board. There
have been no preliminary discussions, understandings or agreements between the
Company and any broker-dealer that would enable the broker-dealer to act as a
market maker for the Company's securities in the future.

TRANSFER AGENT

The Company's transfer agent is Continental Stock Transfer & Trust Company, 17
Battery Place, New York, NY 10004.


                                       16
<PAGE>

                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
        RELATED STOCKHOLDER MATTERS

MARKET PRICE

The Company's common stock is subject to quotation on the pink sheets under the
symbol MILB. Until October 2003, the common stock of the Company was traded
under the symbol MILB on the NASDAQ SmallCap Market. The following table shows
the high and low bid prices for the Company's common stock during the last two
fiscal years and the interim periods since ended as reported by the National
Quotation Bureau Incorporated. These prices reflect inter-dealer quotations
without adjustments for retail markup, markdown or commission, and do not
necessarily represent actual transactions.

                                                       Price of Common Stock ($)
                                                       -------------------------
                                                          High           Low
                                                       ----------     ----------
      FISCAL 2003
      August 1, 2002 - October 31, 2002                   2.00           0.75
      November 1, 2002 - January 31, 2003                 2.00           1.46
      February 1, 2003 - April 30, 2003                   1.77           1.30
      May 1, 2003 - July 31, 2003                         1.41           1.15

      FISCAL 2004
      August 1, 2003 - October 31, 2003                   1.20           0.21
      November 1, 2003 - January 31, 2004                 0.51           0.20
      February 1, 2004 - April 30, 2004                   0.26           0.13
      May 1, 2004 - July 31, 2004                         0.15           0.09

      FISCAL 2005
      August 1, 2004 - October 31, 2004                   0.25           0.19
      November 1, 2004 - January 31, 2005                 0.23           0.07
      February 1, 2005 - April 29, 2005                  0.205           0.18

OPTIONS, WARRANTS, ETC.

There are no outstanding options or warrants to purchase, nor any securities
convertible into, the Company's common stock. Further, there are no shares of
common stock of the Company being, or proposed to be, publicly offered by the
Company.

HOLDERS

As of the date of this registration statement, there are approximately 40
holders of record of the Company's common stock. The Company believes that there
are in excess of 600 beneficial owners of the Company's common stock.

DIVIDENDS

The Company has not paid any dividends on its common stock within the past two
fiscal years or during the current fiscal year, and has no plans to do so in the
foreseeable future.

ITEM 2. LEGAL PROCEEDINGS

Other than the settlement of claims in connection with the Company's bankruptcy,
the Company's officers and directors are not aware of any threatened or pending
litigation to which the Company is a party or which any of its property is the
subject and which would have any material, adverse effect on the Company. The


                                       17
<PAGE>

Company, prior to its bankruptcy proceeding, was subject to several claims. As a
result of the order of the U.S. Bankruptcy Court dated January 25, 2005, except
as otherwise described in this registration statement, the Company will be free
from all liens, claims and interests of others that arose prior to the effective
date of the Company's bankruptcy plan.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      On October 17, 2002, DiSanto Bertoline & Company, P.C. ("DiSanto
Bertoline") resigned as the Company's independent public accountants. This
resignation resulted from DiSanto Bertoline's merger with Carlin, Charron &
Rosen, LLP effective October 16, 2002.

      DiSanto Bertoline's reports on the Company's financial statements for the
year ended July 31, 2002 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.

      During the year ended July 31, 2002 and through the date of DiSanto
Bertoline's resignation, there were no disagreements with DiSanto Bertoline on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure which, if not resolved to DiSanto Bertoline's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on the Company's financial statements for such
year; and there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

      The Company provided DiSanto Bertoline with a copy of the foregoing
disclosures. A copy of DiSanto Bertoline's letter, dated October 17, 2002,
stating its agreement with such statements, was attached as Exhibit A to the
Company's Form 8-K filed with the SEC on October 22, 2002.

      Effective October 17, 2002, the Board of Directors, based upon a
recommendation of its Audit Committee, retained Carlin, Charron & Rosen, LLP
("CCR") as its independent auditors to audit the Company's financial statements
for the year ending July 31, 2003. During the year ended July 31, 2002 and 2001
and through the date of CCR's appointment, the Company did not consult CCR with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information relating to all previous sales of our
common stock, which sales were not registered under the Securities Act of 1933.

On April 26, 2005, the Company issued 25,828,983 restricted shares of its common
stock to First Americas in exchange for $75,000 in cash. Mr. Kier, an officer
and director of the Company, is the sole shareholder of First Americas. With
respect to the sales made to Mr. Kier, the Company relied upon Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act").

On January 21, 2000, Richard K. Wulff, Chief of Office of Small Business
Operations at the Securities and Exchange Commission issued an interpretive
letter to the NASD Regulation, Inc., in which he stated as follows:

"It is our view that, both before and after the business combination or
transaction with an operating entity or other person, the promoters or
affiliates of blank check companies, as well as their transferees, are
"underwriters" of the securities issued. Accordingly, we are also of the view
that the securities involved can only be resold through registration under the
Securities Act. Similarly, Rule 144 would not be available for resale
transactions in this situation, regardless of technical compliance with that
rule, because these resale transactions appear to be designed to distribute or
redistribute securities to the public without compliance with the registration
requirements of the Securities Act."

This interpretation also states that securities held by officers, directors,
promoters, and affiliates can only be resold through registration under the
Securities Act. This also includes those shares obtained prior to the filing of
the current registration statement.

As a result of the foregoing, Mr. Kier and the other transferees of First
Americas may not be able to rely on the provisions of Rule 144. They may instead
be required to file a registration statement under Securities Act of 1933 in
order to complete any public sales of their shares.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware provides
that a certificate of incorporation may contain a provision eliminating the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal
benefit. Our Certificate of Incorporation contains such a provision.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
our Company pursuant to the foregoing provisions, it is the opinion of the
Securities and Exchange Commission that such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.


                                       18
<PAGE>

PART F/S

FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................20

FINANCIAL STATEMENTS AS OF JULY 31, 2004 AND 2003

      Balance Sheets..........................................................21

      Statements of Operations................................................22

      Statements of Changes in Stockholders' Equity...........................23

      Statements of Cash Flows................................................24

      Notes to Financial Statements...........................................25

UNAUDITED INTERIM FINANCIAL STATEMENTS

      Unaudited Balance Sheet As of April 30, 2005............................40

      Unaudited Statements of Operations for the Nine Months
      ended April 30, 2005 and 2004...........................................41

      Unaudited Statement of Changes in Stockholders' Equity for the
      Nine Months ended April 30, 2005........................................42

      Unaudited Statements of Cash Flows for the Nine Months
      ended April 30, 2005 and 2004...........................................43

      Notes to Unaudited Financial Statements.................................44

UNAUDITED SUPPLEMENTAL SCHEDULE OF FINANCIAL ACTIVITY FROM
JULY 31, 2004 TO APRIL 30, 2005...............................................46


                                       19
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of
MPLC, Inc.

We have audited the accompanying balance sheets of MPLC, Inc. (f/k/a The
Millbrook Press, Inc.)(a Delaware corporation) as of July 31, 2004 and 2003, and
the related statements of operations, changes in stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MPLC, Inc. as of July 31, 2004
and 2003, and the results of its operations and its cash flow for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, on February 6, 2004, the Company filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Connecticut and has
discontinued its historical lines of business which raises substantial doubt
about its ability to continue as a going concern. The Company's plan in regard
to these matters is described in Note 2 to the financial statements. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


/s/ Carlin, Charron & Rosen, LLP

Glastonbury, Connecticut
April 22, 2005, except for Notes 10 and 14 to which the date is April 30, 2005


                                       20
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                                 BALANCE SHEETS
                             JULY 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                     ASSETS

                                                                    2004             2003
                                                                ------------     ------------
<S>                                                             <C>              <C>
CURRENT ASSETS (Note 4)
    Cash                                                        $  4,527,000     $    103,000
    Accounts receivables, net                                      2,154,000        2,146,000
    Refundable federal income taxes                                       --          166,000
    Inventories, net                                                 260,000        5,423,000
    Royalty advances, net                                                 --          625,000
    Prepaid expenses                                                  12,000          122,000
                                                                ------------     ------------
       Total current assets                                        6,953,000        8,585,000

PLANT COSTS, net (Note 4)                                                 --        2,978,000
FIXED ASSETS, net (Notes 4 and 5)                                         --          116,000
ROYALTY ADVANCES, net (Note 4)                                            --        2,057,000
                                                                ------------     ------------
       Total assets                                             $  6,953,000     $ 13,736,000
                                                                ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES (Notes 2 and 4)
    Borrowings under line of credit                             $         --     $  4,026,000
    Accounts payable and accrued expenses                            348,000        4,354,000
    Royalties payable                                                 82,000          384,000
                                                                ------------     ------------
       Total current liabilities                                     430,000        8,764,000
                                                                ------------     ------------

LIABILITIES SUBJECT TO COMPROMISE (Notes 2, 3 and 4)
    Accounts payable and accrued expenses                          3,785,000               --
                                                                ------------     ------------

COMMITMENTS AND CONTINGENCIES (Notes 10 and 13)                           --               --
                                                                ------------     ------------

STOCKHOLDERS' EQUITY (Notes 4 and 8)
    Common stock, par value $.01 per share,12,000,000                 35,000           35,000
    Additional paid in capital                                    17,592,000       17,592,000
    Accumulated deficit                                          (13,902,000)     (11,668,000)
    Treasury stock (605,113 shares at cost in 2004 and 2003)        (987,000)        (987,000)
                                                                ------------     ------------
       Total stockholders' equity                                  2,738,000        4,972,000
                                                                ------------     ------------
       Total liabilities and stockholders' equity               $  6,953,000     $ 13,736,000
                                                                ============     ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       21
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JULY 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                           2004             2003
                                                                                        -----------     -----------
<S>                                                                                     <C>             <C>
Net sales                                                                               $        --     $        --
Operating expenses                                                                               --              --
                                                                                        -----------     -----------
Loss before reorganization items, income taxes, discontinued operations and
    change in accounting principle                                                               --              --
                                                                                        -----------     -----------

Reorganization items:
    Loss on disposal of discontinued operations - Millbrook Press/Twenty-First
          Century Imprints                                                               (2,529,000)             --
    Gain on disposal of discontinued operations - Roaring Brook Press Imprint             1,797,000              --
    Professional fees and other reorganization items                                       (595,000)             --
                                                                                        -----------     -----------
                                                                                         (1,327,000)             --
                                                                                        -----------     -----------
Loss before income taxes, discontinued operations and change in accounting principle     (1,327,000)             --

Provision for (benefit from) income taxes                                                        --              --
                                                                                        -----------     -----------

Loss before discontinued operations and change in accounting principle                   (1,327,000)             --

Cumulative effect of a change in accounting principle                                            --       2,491,000
                                                                                        -----------     -----------

Loss before discontinued operations                                                      (1,327,000)     (2,491,000)

Loss from discontinued operations, net of taxes                                            (907,000)     (5,411,000)
                                                                                        -----------     -----------
Net loss                                                                                $(2,234,000)    $(7,902,000)
                                                                                        ===========     ===========

Loss per share - basic and diluted before discontinued operations
    and change in accounting principle                                                  $     (0.46)    $        --
                                                                                        ===========     ===========

Loss per share - basic and diluted before discontinued operations                       $     (0.46)    $     (0.87)
                                                                                        ===========     ===========

Net loss per share - basic and diluted                                                  $     (0.78)    $     (2.75)
                                                                                        ===========     ===========

Weighted average shares outstanding - basic and diluted                                   2,869,887       2,869,887
                                                                                        ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       22
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED JULY 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                      Common Stock
                             -----------------------------     Additional
                              Shares Issued                     Paid-In         Treasury       Accumulated
                             and Outstanding     Amount         Capital          Stock           Deficit           Total
                             ---------------  ------------    ------------    ------------     ------------     ------------
<S>                              <C>          <C>             <C>             <C>              <C>              <C>
Balance at July 31, 2002         3,475,000    $     35,000    $ 17,592,000    $   (987,000)    $ (3,766,000)    $ 12,874,000

Net loss                                --              --              --              --       (7,902,000)      (7,902,000)
                              ------------    ------------    ------------    ------------     ------------     ------------

Balance at July 31, 2003         3,475,000          35,000      17,592,000        (987,000)     (11,668,000)       4,972,000

Net loss                                --              --              --              --       (2,234,000)      (2,234,000)
                              ------------    ------------    ------------    ------------     ------------     ------------

Balance at July 31, 2004         3,475,000    $     35,000    $ 17,592,000    $   (987,000)    $(13,902,000)    $  2,738,000
                              ============    ============    ============    ============     ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       23
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JULY 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                              2004             2003
                                                                           -----------     -----------
<S>                                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                   $(2,234,000)    $(7,902,000)
Adjustment to reconcile net loss to net cash provided by
    operating activities:
    Cumulative effect of a change in accounting principle                           --       2,491,000
    Loss from discontinued operations                                          907,000       5,411,000
    Reorganization items:
       Loss on disposal of discontinued operations                             732,000              --
       Professional fees and other fees paid                                  (247,000)             --
    Changes in discontinued operating assets and liabilities                 3,135,197       1,868,000
                                                                           -----------     -----------
               Net cash provided by operating activities                     2,293,197       1,868,000
                                                                           -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds received from the sales of imprints due to
    Chapter 11 proceeding                                                    6,434,803              --
Purchases of fixed assets, net - discontinued operations                            --          (6,000)
Plant costs - discontinued operations                                         (278,000)     (1,471,000)
                                                                           -----------     -----------
          Net cash provided by (used in) investing activities                6,156,803      (1,477,000)
                                                                           -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Net payment on line of credit - discontinued operations                     (4,026,000)       (299,000)
                                                                           -----------     -----------
          Net cash used in financing activities                             (4,026,000)       (299,000)
                                                                           -----------     -----------

          Net increase in cash                                               4,424,000          92,000

CASH, beginning of year                                                        103,000          11,000
                                                                           -----------     -----------

CASH, end of year                                                          $ 4,527,000     $   103,000
                                                                           ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid                                                              $   108,949     $   219,000
                                                                           ===========     ===========
Income tax refunds received                                                $   163,949     $   136,000
                                                                           ===========     ===========
Other reorganization items:
    Net proceeds received from the sale of Roaring Brook Press Imprint:
       Sales price                                                           4,428,621              --
       Liabilities assumed by purchaser                                       (790,080)             --
                                                                           -----------     -----------
          Net proceeds received                                            $ 3,638,541     $        --
                                                                           ===========     ===========
    Net proceeds received from the sales of Millbrook Press and
      Twenty-First Century Imprints:
       Sales price                                                           3,420,000              --
       Liabilities assumed by purchaser                                       (623,738)             --
                                                                           -----------     -----------
          Net proceeds received                                            $ 2,796,262     $        --
                                                                           ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       24
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 1 DESCRIPTION OF THE BUSINESS

      MPLC, Inc. (f/k/a The Millbrook Press Inc.)(the "Company") was
      incorporated and commenced operations as an independent company on
      February 23, 1994. The Company is a publisher of children's fiction and
      nonfiction books, in both hardcover and paperbacks, for preschoolers
      through young adults. The Company's books are distributed to the school
      and public library market, trade bookstores and other specialty retail and
      direct sales markets in the United States through wholesalers, its own
      telemarketing efforts and commissioned sales representatives.

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11

      On February 6, 2004, the Company (the Debtor) filed petition for relief
      under Chapter 11 of the federal bankruptcy laws in the United States
      Bankruptcy Court for the District of Connecticut (Bankruptcy Court) and
      changed its name to MPLC, Inc. Under Chapter 11, certain claims against
      the Debtor in existence prior to the filing of the petitions for relief
      under the federal bankruptcy laws are stayed while the Debtor continues
      business operations as Debtor-in-possession. These claims are reflected in
      the July 31, 2004 balance sheet as "liabilities subject to compromise."
      Additional claims (liabilities subject to compromise) may arise subsequent
      to the filing date resulting from rejection of executory contracts,
      including leases, and from the determination by the court (or agreed to by
      parties in interest) of allowed claims for contingencies and other
      disputed amounts. Claims secured against the Debtor's assets (secured
      claims) also are stayed, although the holders of such claims have the
      right to move the court for relief from the stay. Secured claims are
      secured primarily by substantially all of the assets of the Company.

      The Company is operating their business as debtors-in-possession pursuant
      to the Bankruptcy Code. As such, actions to collect pre-petition
      indebtedness of the Company and other contractual obligations of the
      Company generally may not be enforced. In addition, under the Bankruptcy
      Code, the Company may assume or reject executory contracts and unexpired
      leases subject to Bankruptcy Court approval. Additional pre-petition
      claims may arise from such rejections, and from the determination by the
      Bankruptcy Court (or as agreed by the parties-in-interest) to allow claims
      for contingencies and other disputed amounts. From time to time since the
      Chapter 11 filing, the Bankruptcy Court has approved motions allowing the
      Company to reject certain business contracts that were deemed burdensome
      or of no value to the Company.

      The Company has received approval from the Bankruptcy Court to pay or
      otherwise honor certain of its pre-petition obligations, including
      employee wages and product warranties. The Company paid the interest
      portion on its pre-petition debt obligations prior to the filing of
      bankruptcy. Interest on post-petition debt obligations was paid on a
      monthly basis. Therefore, there is no accrued interest at July 31, 2004.


                                       25
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11 (Continued)

      In addition, the Bankruptcy Court authorized the Company to maintain their
      employee benefit programs. Funds of the qualified 401(k) plan are in trust
      and protected under federal regulations. All required contributions are
      current.

      BASIS OF ACCOUNTING

      The accompanying financial statements have been prepared on a going
      concern basis. As discussed above, the Company is a Debtor-in-Possession
      under the jurisdiction of the Bankruptcy Court and has discontinued its
      historical lines of business, which raises substantial doubt about its
      ability to continue as a going concern. The Company's ability to continue
      as a going concern is contingent upon, among other matters, the
      implementation and execution of its reorganization plan and merging with
      another entity or acquiring revenue producing activities. These factors
      indicate that the Company may be unable to continue in existence. As a
      result of the Company's Chapter 11 filing, such matters are subject to
      significant uncertainty. The financial statements do not include any
      adjustments or reclassifications that might be necessary should the
      Company be unable to continue in existence.

      The Company's financial statements have been presented in conformity with
      the AICPA's Statement of Position 90-7, "Financial Reporting By Entities
      in Reorganization Under the Bankruptcy Code" (SOP 90-7). SOP 90-7 requires
      a segregation of liabilities subject to compromise by the Bankruptcy Court
      as of the bankruptcy filing date and identification of all transactions
      and events that are directly associated with the reorganization of the
      Company. See "Liabilities Subject to Compromise" (Note 3) and "Plan of
      Reorganization" (below). Schedules have been filed by the Company with the
      Bankruptcy Court setting forth the assets and liabilities of the Company
      as of February 6, 2004, the bankruptcy filing date, as reflected in the
      Company's accounting records. Liabilities, including pre-petition
      liabilities, are reported on the basis of the expected amount of the
      allowed claims. As of the date of these financial statements, the
      Bankruptcy Court has approved the Company's plan of reorganization, which
      calls for payment to secured and unsecured creditors an amount equal to
      100% of the amount scheduled. There were no differences between amounts
      reflected in such schedules and claims filed by creditors, as all
      creditors were paid out at 100%.

      The Company expects to adopt "fresh-start" accounting in accordance with
      procedures specified by SOP No. 90-7 in future periods when all material
      conditions precedent to the plan's becoming binding are resolved.


                                       26
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11 (Continued)

      PLAN OF REORGANIZATION

      On January 25, 2005, the Bankruptcy Court confirmed the Company's plan of
      reorganization. Prior to the plan being approved, the Company had sold
      substantially all of its assets and had either collected the cash proceeds
      or was in the process of collecting any outstanding accounts receivable.
      The Company's plan called for payment of any outstanding post-petition
      accounts payable and also confirmed for the following disposition of
      pre-petition items:

      Secured Debt - The Company's secured debt had been paid in full (principal
      and interest) prior to the filing of the Company's plan of reorganization.

      Priority Tax Claims - The Company's priority tax claims have not been paid
      (principal and interest) prior to the filing of the Company's plan of
      reorganization. The Company is in process of completing its July 31, 2004
      tax returns and the Company has available sufficient funds to pay these
      taxes.

      Trade and Other Miscellaneous Claims - The holders of approximately $3.8
      million of trade and other miscellaneous claims are expected to receive
      100% payment on the pre-petition amounts owed.

      Common Stock - The holders of 2,869,887 outstanding shares of the
      Company's existing common stock are to receive 10% of the outstanding
      voting common stock of the Company (see Note 14) and a one-time cash
      distribution based on the remaining proceeds of the bankruptcy process.

      DISCONTINUED OPERATIONS

      Roaring Brook Press Imprint - The Company sold its Roaring Brook Press
      imprint on April 30, 2004. The sale was conducted under the bankruptcy
      process and was approved by the Bankruptcy Court. The Company realized a
      gain on this transaction of approximately $1,797,000.

      Millbrook Press and Twenty-First Century Press Imprints - The Company sold
      its Millbrook Press and Twenty-First Century imprints on July 21, 2004.
      The sale was conducted under the bankruptcy process and was approved by
      the Bankruptcy Court. The Company realized a loss on this transaction of
      approximately $2,529,000.

      Copper Beech and Magic Attic Press Imprints - In February 2004, the
      Company formalized its plan to sell its Copper Beech and Magic Attic Press
      inventory and cease the publication of anymore of their imprints as part
      of the Company's plan of reorganization. Accordingly, related operating
      results have been reported as discontinued operations (see Note 14).


                                       27
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 3 LIABILITIES SUBJECT TO COMPROMISE

      The principal categories of claims classified as liabilities subject to
      compromise under reorganization proceedings are identified below. These
      liabilities include substantially all the current and non-current
      liabilities of the Company as of February 6, 2004, the date the Chapter 11
      petition was filed. As discussed further above, these liabilities are
      stayed during the Chapter 11 proceedings. Certain of the pre-petition
      liabilities are secured by liens on the Company's property. Parties
      holding secured claims may request maintenance payments during the
      reorganization period should the value of liened property decline.
      Additional bankruptcy claims and pre-petition liabilities may arise by
      reason of termination of various contractual obligations and as certain
      contingent and/or disputed bankruptcy claims are settled which may
      materially exceed the amounts shown below. All amounts below may be
      subject to future adjustment depending on Bankruptcy Court action, further
      developments with respect to disputed claims, or other events. Liabilities
      subject to compromise as of July 31, 2004 are summarized as follows.

      Federal, state and local taxes                            $         25,000
      Trade payables                                                   3,760,000
                                                                ----------------
      Total liabilities subject to compromise recorded          $      3,785,000
                                                                ================

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The following significant accounting policies are attributable to
      discontinued operations:

      CASH AND CASH EQUIVALENTS

      Cash and cash equivalents consist of cash in banks and highly liquid,
      short-term investments with original maturities of three months or less at
      the date acquired.

      REVENUE RECOGNITION

      The Company applies the provisions of Staff Accounting Bulletin ("SAB")
      No. 101, "Revenue Recognition in Financial Statements". SAB No. 101
      expresses the views of the Securities and Exchange Commission ("SEC")
      staff in applying accounting principles generally accepted in the United
      States to certain revenue recognition issues. Revenue from the sale of
      books is generally recognized at shipment. The Company provides a reserve
      for product returns. Sales from telemarketing activities are recognized
      when the customer accepts all or part of a sample shipment. Revenue from
      the licensing of rights is recognized as earned, net of author
      co-payments.


                                       28
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      INVENTORIES

      Inventories of sheets and bound books, which are primarily located in a
      public warehouse or at customers as inventory on preview, are stated at
      the lower of cost or market, with cost determined by the average cost
      method. Allowances are established to reduce recorded costs of obsolete
      and slow moving inventory to its net realizable value.

      ROYALTY ADVANCES

      Licensing agreements for rights to future publications usually require a
      non-refundable partial payment of the royalty in advance of the
      publication. The Company charges royalty advances to expense in the period
      during which the related sales are recorded. If it appears that an advance
      will exceed total royalties to be earned based upon estimated sales, such
      excess is immediately expensed. Royalty advances to be earned out in
      excess of one year from the balance sheet date are classified as
      non-current assets. Royalty advances at July 31, 2003 are presented net of
      royalty reserves of $200,000. There are no royalty advances as of July 31,
      2004 due to the discontinuation or sale of substantially all of the
      Company's publishing imprints.

      PLANT COSTS

      Plant costs consisting of plates, photo engravings, separations and other
      text costs of unpublished books are amortized over five years from
      publication date or the estimated remaining life, if shorter. Plant costs
      at July 31, 2003 are presented net of accumulated amortization of
      $15,701,000. Amortization expense related to plant costs for the years
      ended July 31, 2003 totaled $1,771,000. There are no plant costs as of
      July 31, 2004 due to the discontinuation or sale of substantially all of
      the Company's publishing imprints.


                                       29
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

      ASSET IMPAIRMENT

      In accordance with Financial Accounting Standards Board Statement No. 144,
      "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
      144), long lived assets, including plant costs, to be held and used by the
      Company are reviewed to determine whether any events or changes in
      circumstances indicate that the carrying amount of the asset may not be
      recoverable. For long-lived assets to be held and used, the Company bases
      its evaluation on such economic benefits of the assets, any historical or
      future profitability measurements, as well as other external market
      conditions or factors that may be present. If such impairment indicators
      are present or other factors exist that indicate that the carrying amount
      of the asset may not be recoverable, the Company determines whether an
      impairment has occurred through the use of an undiscounted cash flow
      analysis of assets at the lowest level for which identifiable cash flow
      exist. If impairment has occurred, the Company recognizes a loss for the
      difference between the carrying amount and the estimated value of the
      asset.

      In 2004, the Company recorded an impairment loss totaling $43,000 related
      to the write off of certain fixed assets and $938,000 related to the write
      off of certain inventory items as a result of the Company's bankruptcy
      proceedings.

      In 2003, the Company recorded an impairment loss totaling $1,111,000
      related to the write off of certain plant costs as a result of exiting the
      Copper Beech imprint.

      ADVERTISING COSTS

      Advertising costs are expensed in the periods in which the costs are
      incurred, except for those costs related to direct response advertising
      through catalog mailings. Catalog costs consisting of the costs of
      producing and distributing catalogs are amortized over the period in which
      the benefits are expected, which is generally less than one year.
      Capitalized advertising costs included in prepaid expenses totaled $-0-
      and $31,000 at July 31, 2004 and 2003, respectively. Advertising expense
      for the years ended July 31, 2004 and 2003 was $10,000 and $808,000,
      respectively.

      FIXED ASSETS

      Fixed assets are recorded at cost. Depreciation and amortization of fixed
      assets are computed on the straight-line method based on estimated useful
      lives ranging from 7-10 years for office furniture and equipment and 5
      years for computers. Leasehold improvements are amortized over the shorter
      of the lease term or the estimated life of the asset. The Company wrote
      down the value of all fixed assets to $-0- at July 31, 2004. This was done
      to reflect the estimated net realizable value of these assets resulting
      from the Company's bankruptcy proceedings.


                                       30
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

      INCOME TAXES

      Deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to temporary differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases and operating loss and tax credit carryforwards.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be realized or settled. The effect on deferred
      tax assets and liabilities of a change in tax rates is recognized in
      income in the period that includes the enactment date (see Note 7).

      EARNINGS PER SHARE

      Basic Earnings Per Share ("EPS") is computed as net income (loss) divided
      by the weighted-average number of common shares outstanding for the
      period. Diluted EPS reflects the potential dilution that could occur from
      common shares issuable through stock-based compensation plans including
      stock options, restricted stock awards, warrants and other convertible
      securities. Stock options are anti-dilutive for 2004 and 2003 therefore
      diluted EPS is the same as basic EPS.

      The Company's reorganization plan requires the issuance of common stock or
      common stock equivalents, thereby diluting current equity interests (see
      Note 14).

      STOCK OPTIONS

      In December 2002, the FASB issued Statement of Financial Accounting
      Standards (SFAS) No. 148, "Accounting for Stock Based Compensation -
      Transition and Disclosure". SFAS No. 148 amends SFAS No. 123, "Accounting
      for Stock-Based Compensation" to provide alternative methods of transition
      for a voluntary change to the fair value based method of accounting for
      stock-based employee compensation. In addition, SFAS No. 148 amends the
      disclosure requirements of SFAS No. 123 to require prominent disclosures
      in both annual and interim financial statements about the method of
      accounting for stock-based employee compensation and the effect of the
      method used on reported results. SFAS No. 148 is effective for fiscal
      years ending after December 15, 2002. The adoption of SFAS No. 148 in 2003
      had no significant impact on the Company.


                                       31
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      STOCK OPTIONS (Continued)

      SFAS Nos. 123 and 148 encourage all entities to adopt a fair value based
      method of accounting for employee stock compensation plans, whereby
      compensation cost is measured at the grant date based on the value of the
      award and is recognized over the service period, which is usually the
      vesting period. However, they also allow an entity to continue to measure
      compensation cost for those plans using the intrinsic value based method
      of accounting prescribed by Accounting Principles Board Opinion No. 25,
      "Accounting for Stock Issued to Employees", whereby compensation cost is
      the excess, if any, of the quoted market price of the stock at the grant
      date (or other measurement date) over the amount an employee must pay to
      acquire the stock. Stock options issued under the Company's stock option
      plan typically have no intrinsic value at the grant date, and under
      Opinion No. 25 no compensation cost is recognized for them.

      The per share weighted-average fair value of stock options granted during
      fiscal 2003 was $1.26 on the date of grant using the Black Scholes
      option-pricing model with the following weighted-average assumptions:
      fiscal 2003 - expected volatility 100%, risk-free interest rate of 3.95%
      and an expected life of 2 years.

      The Company's plan of reorganization per the bankruptcy proceedings called
      for the repurchase and cancellation of all outstanding options at a price
      of $0.01 per option. During the period August 1, 2004 through January 25,
      2005, approximately 353,900 options expired. The Company repurchased the
      remaining options (approximately 450,000) on January 25, 2005 for a total
      cost of approximately $4,500.

      No stock options were granted in 2004. In 2003, the Company applied
      Accounting Principles Board Opinion No. 25 and related interpretations in
      accounting for its stock option plans. Accordingly, compensation cost had
      been recognized only to the extent previously described. Had compensation
      cost for the Company's stock option plan been determined based on the fair
      value at the grant dates for awards under the plan consistent with the
      method prescribed by FASB Statement Nos. 123 and 148, the Company's net
      loss and earnings per share would have been adjusted to the pro forma
      amounts indicated below:


                                       32
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      STOCK OPTIONS (Continued)

                                                                      2003
                                                                  -------------
      Net loss
        As reported                                               $  (7,902,000)
        Stock based compensation cost, as reported (net
          of tax)                                                            --
        Stock based compensation cost that would have been
          included in the determination of net income had
          the fair value method been applied (net of tax)              (116,000)
                                                                  -------------
        Pro forma                                                 $  (8,018,000)
                                                                  =============

      Loss per share (basic and diluted)
        As reported                                               $       (2.75)
        Stock based compensation cost, as reported (net
          of tax)                                                            --
        Stock based compensation cost that would have been
          included in the determination of net income had
          the fair value method been applied (net of tax)                  (.04)
                                                                  -------------
       Pro forma                                                  $       (2.79)
                                                                  =============

      USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires management to
      make estimates and assumptions that affect the reported amounts and
      disclosures in the financial statements. Actual results could differ from
      those estimates.


                                       33
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 4 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

      RECENT ACCOUNTING PRONOUNCEMENTS

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
      FASB Statement No. 123 (revised 2004), "Share-Based Payment" ("SFAS
      123R"), which is a revision of Statement No. 123, "Accounting for
      Stock-Based Compensation" ("SFAS 123"), and supersedes APB 25, "Accounting
      for Stock Issued to Employees," and amends FASB Statement No. 95,
      "Statement of Cash Flows." In December 2004, the FASB issued SFAS 153,
      "Exchange of Non-monetary Assets, an Amendment of APB Opinion No 29"
      ("SFAS 153"). In November 2004, the FASB issued Statements of Financial
      Accounting Standards (SFAS) No. 151, "Inventory Costs, an Amendment of ARB
      No. 43, Chapter 4." The Company is not significantly impacted by these
      statements and does not expect their implementation to have a material
      impact on the Company's financial statements.

      CHANGE IN ACCOUNTING PRINCIPLE - GOODWILL AND OTHER INTANGIBLE ASSETS

      In June 2001, the FASB issued Statement of Financial Accounting Standards
      No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
      requires goodwill and certain intangible assets with indefinite useful
      lives to be subject to an annual review for impairment, and written off
      when impaired, rather than being amortized as previous standards required.
      SFAS 142 is effective for fiscal years beginning after December 15, 2001.

      The changes in the carrying amount of goodwill for the year ended July 31,
      2003 are as follows:

            Balance , August 1, 2002                                $ 2,491,000
            Goodwill acquired during the period                              --
            Impairment loss                                          (2,491,000)
                                                                    -----------
            Balance, July 31, 2003                                  $        --
                                                                    ===========

      The Company's acquisitions were tested for impairment utilizing
      methodologies employed by management in determining the purchase price of
      each entity at acquisition. Based on the results of those calculations,
      management has determined that there has been an impairment of all of its
      goodwill totaling $2,491,000.

      RECLASSIFICATIONS

      Certain 2003 balances have been reclassified to conform with the 2004
      presentation.


                                       34
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 5 FIXED ASSETS

      Fixed assets at July 31, 2004 and 2003 consist of the following:

                                                      2004             2003
                                                   -----------      -----------
      Office furniture and equipment               $   196,000      $   196,000
      Computers                                        722,000          722,000
      Telecommunications equipment                      76,000           76,000
      Leasehold improvements                            84,000           84,000
                                                   -----------      -----------
                                                     1,078,000        1,078,000
      Accumulated depreciation and amortization     (1,035,000)        (962,000)
      Impairment charge (Note 4)                       (43,000)              --
                                                   -----------      -----------
                                                   $        --      $   116,000
                                                   ===========      ===========

      Depreciation and amortization expense related to fixed assets for the
      years ended July 31, 2004 and 2003 was $73,000 and $118,000, respectively.

NOTE 6 LINE OF CREDIT

      As of July 31, 2003, the Company had a $6,000,000 revolving line of credit
      with a bank with interest at the bank's prime rate of 4.0% and a maturity
      date of December 31, 2004. The outstanding balance under this line of
      credit at July 31, 2003 was $4,026,000. The $6,000,000 was the maximum
      available, however it may be lower based upon the eligible value of
      accounts receivable and inventory. As of July 31, 2003, the eligible
      inventory and accounts receivable was $4,173,000. During the year ended
      July 31, 2004, the Company's line of credit was paid in full and cancelled
      under the terms of the bankruptcy proceedings.

NOTE 7 INCOME TAXES

      The Company had approximately, $3,700,000 in net operating loss carryovers
      available to reduce future income taxes. These carryovers were reduced to
      zero or eliminated through the Company's bankruptcy proceedings.


                                       35
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 8 STOCKHOLDER'S EQUITY

      STOCK OPTION PLAN

      The Company had reserved 900,000 shares of common stock under its
      qualified and non-qualified 1994 Stock Option Plan ("Option Plan"), as
      amended, which provided that a committee, appointed by the Board of
      Directors, may grant stock options to eligible employees, officers and
      directors of the Company or its affiliates. The number of shares reserved
      for issuance was adjusted in accordance with the provisions of the Plan.
      All stock options granted by the Company expire seven years after the
      grant date. Stock options vest over a period from 2-5 years as determined
      by the stock option committee.

      Stock Option Plan activity during the periods indicated is as follows:



                                                                    Weighted-
                                                 Number of      Average Exercise
                                                  Shares             Price
                                                 ---------      ----------------
      Balance at July 31, 2002                    587,900             $2.74

        Granted                                   300,000              1.50
        Expired                                   (65,500)             3.49
                                                  -------

      Balance at July 31, 2003                    822,400              2.22

        Granted                                        --                --
        Expired                                   (18,500)             3.28
                                                  -------

      Balance at July 31, 2004                    803,900              2.19
                                                  =======

      At July 31, 2004 and 2003, the range of exercise prices was $1.50 - $4.50.
      The weighted-average remaining contractual life of outstanding options at
      July 31, 2004 and 2003 was .5 and 3.9 years, respectively. At July 31,
      2004 and 2003, the number of options exercisable were 557,000 and 411,000,
      respectively, and the weighted-average exercise price of those options was
      $2.22 and $2.64, respectively.

      The Company's plan of reorganization per the bankruptcy proceedings called
      for the repurchase and cancellation of all outstanding options at a price
      of $0.01 per option. During the period August 1, 2004 through January 25,
      2005, approximately 353,900 options expired. The Company repurchased the
      remaining options (approximately 450,000) on January 25, 2005 for a total
      cost of approximately $4,500.


                                       36
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 9 401(K) PROFIT SHARING PLAN

      The Company had a Non-standardized Prototype Cash or Deferred Profit
      Sharing 401(k) Plan (the "Plan") (see Note 2). Participation in the Plan
      by employees required that they complete six months of service for the
      Company and attain 21 years of age. Existing employees on the Plan's
      effective date did not have to satisfy the six-month service requirement.
      The Company determined each year a discretionary matching profit sharing
      contribution. Such contribution, if any, had been allocated to employees
      in proportion to each participant's contribution. The Company did not make
      a profit sharing contribution to the Plan during the years ended July 31,
      2004 and 2003. The Company provided a 20% match of non-executive employee
      contributions to the Plan. This amounted to $6,500 and $21,000 for the
      years ended July 31, 2004 and 2003, respectively, through December 2003.
      In April 2005 the Company's Board of Directors terminated the profit
      sharing plan.

NOTE 10 COMMITMENTS

      The Company leased office facilities under operating leases, which were
      scheduled to expire at various dates through 2007. In June 2005, all of
      the Company's leases were terminated under the bankruptcy proceedings.

      Rent expense for the years ended July 31, 2004 and 2003 was $116,000 and
      $241,000, respectively.

      In May 1994, the Company entered into an agreement with Aladdin Books, a
      British publishing company, whereby Aladdin agreed to produce no less than
      50 titles per year for Millbrook through January 1, 2004. The titles were
      wholly owned by Millbrook. Aladdin was responsible for production,
      printing and binding. Production costs were shared by Aladdin and
      Millbrook. Aladdin retained sales rights for these titles to countries
      other than the United States, Canada and the Philippines. Royalties were
      paid to Aladdin based on Millbrook sales. Development recovery amounts
      were paid to Millbrook based on sales by Aladdin to other parts of the
      world. Net payables to Aladdin at July 31, 2004 and 2003 are $957,000 and
      $938,000, respectively. In March 2005, the net payable was fully satisfied
      and all rights to any titles reverted to Aladdin under the terms of the
      bankruptcy proceedings.

      In June 2002, the Company entered into a fulfillment and distribution
      agreement with Simon & Schuster, Inc. Among other things, this agreement
      had a term of three years and required the Company to pay a monthly
      service fee based on net sales plus other direct costs. In return, Simon &
      Schuster, Inc. performed all order entry, customer service, credit,
      collection, warehousing and shipping functions for the Company. As a
      result of the Company's terms of the bankruptcy proceedings, this
      agreement was terminated as of April 30, 2005.


                                       37
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 11 FAIR VALUE OF FINANCIAL INSTRUMENTS

      CASH, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE, ACCRUED EXPENSES, ROYALTIES
      PAYABLE

      The carrying amount of these financial instruments approximates fair value
      because of the short-term nature of these instruments.

      LINE OF CREDIT

      The carrying amount of this financial instrument approximates fair value
      as the related interest rate fluctuates with market rates.

NOTE 12 CONCENTRATIONS OF CREDIT RISK

      The Company's financial instruments that are exposed to concentrations of
      credit risk consist primarily of cash and accounts receivable.

      CASH

      The Company maintains its cash deposits with high quality credit
      institutions. The cash balances are insured by the Federal Deposit
      Insurance Corporation up to $100,000 per financial institution.

      ACCOUNTS RECEIVABLE

      The Company had extended credit to various companies in the retail and
      mass merchandising industry for the purchase of its inventory, which
      results in a concentration of credit risk. This concentration of credit
      risk may have been affected by changes in economic or other industry
      conditions and may have, accordingly, impacted the Company's overall
      credit risk. Although the Company generally did not require collateral,
      the Company performed ongoing credit evaluations of its customers and
      reserves for potential losses were maintained which have been within
      management's expectations. Subsequent to July 31, 2004, the Company
      collected all of its outstanding accounts receivable, therefore no reserve
      for potential losses existed at July 31, 2004.

NOTE 13 CONTINGENCIES

      Except for its bankruptcy proceedings (see Note 2), the Company is not
      aware of any contingent liabilities with respect to litigation and claims
      arising in the ordinary course of its business.


                                       38
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2004 AND 2003

NOTE 14 SUBSEQUENT EVENTS

      SALE OF THE CORPORATE SHELL / CHANGE OF CONTROL

      The Bankruptcy Court granted an order approving the contract to issue
      additional shares to First America's Partners, LLC as a good faith
      purchaser within the meaning of II USC Section 363(m). On April 26, 2005,
      the Company completed the sale of its corporate shell receiving a cash
      payment of $75,000 in exchange for the issuance of 25,828,983 common
      shares to First America's Partners, LLC, the new 90% majority shareholder.
      The pre-existing shareholders of the Company maintained 10% of the common
      stock of the ongoing entity. Upon the April 26, 2005 issuance of
      additional shares to the new majority shareholder, an escrow was
      established between the shareholders prior to the issuance of the new
      shares and the trustee representative. This escrow will be used for a
      distribution to those shareholders upon completion of the bankruptcy
      proceedings.

      The confirmed Bankruptcy Court order provided that upon signing of the
      contract the existing officers and directors were to resign from office
      and also authorized the following: (i) the appointment of new members to
      the board of directors; (ii) the amendment of the Articles of
      Incorporation to increase the number of authorized shares to 75,000,000
      shares of common stock, par value $0.01 per share and 1,000,000 shares of
      preferred stock, par value $0.1 per share; (iii) the issuance of up to
      26,000,000 shares of common stock, par value $0.0001 to the new
      management; and (iv) the cancellation and extinguishment of all common
      share conversion rights of any kind, including without limitation,
      options.

      COPPER BEECH AND MAGIC ATTIC PRESS IMPRINTS

      The Company sold its remaining Copper Beech and Magic Attic Press
      inventories from the period November 2004 to February 2005. Proceeds from
      the sale approximated net realizable value as stated in the financial
      statements as of July 31, 2004.


                                       39
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                                  BALANCE SHEET
                                 APRIL 30, 2005
                                   (UNAUDITED)

                                     ASSETS

                                                                       2005
                                                                   ------------
CURRENT ASSETS
     Cash                                                          $    210,000
                                                                   ------------
        Total assets                                               $    210,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $     65,000
                                                                   ------------
        Total current liabilities                                        65,000
                                                                   ------------

LIABILITIES SUBJECT TO COMPROMISE
     Accounts payable and accrued expenses                               44,000
                                                                   ------------

COMMITMENTS AND CONTINGENCIES                                                --
                                                                   ------------

STOCKHOLDERS' EQUITY
     Preferred stock, par value $0.1 per share,
        1,000,000 authorized; no shares issued
        or outstanding                                                       --
     Common stock, par value $.01 per share,12,000,000                  110,000
     Additional paid in capital                                      16,292,000
     Accumulated deficit                                            (15,314,000)
     Treasury stock (605,113 shares at cost)                           (987,000)
                                                                   ------------
        Total stockholders' equity                                      101,000
                                                                   ------------
        Total liabilities and stockholders' equity                 $    210,000
                                                                   ============

                             See notes to unaudited
                          interim financial statements


                                       40
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                            STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED APRIL 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   2005            2004
                                                                               ------------    -----------
<S>                                                                            <C>             <C>
Net sales                                                                      $         --    $        --
Operating expenses                                                                       --             --
                                                                               ------------    -----------
Loss before reorganization items, income taxes, discontinued operations and
            change in accounting principle                                               --             --
                                                                               ------------    -----------

Reorganization items:
            Professional fees and other reorganization items                     (1,412,000)            --
                                                                               ------------    -----------

Loss before income taxes and discontinued operations                             (1,412,000)            --

Provision for (benefit from) income taxes                                                --             --
                                                                               ------------    -----------

Loss before discontinued operations                                              (1,412,000)            --

Loss from discontinued operations, net of taxes                                          --       (149,000)
                                                                               ------------    -----------
Net loss                                                                       $ (1,412,000)   $  (149,000)
                                                                               ============    ===========

Loss per share - basic and diluted before discontinued operations              $      (0.49)   $     (0.05)
                                                                               ============    ===========

Net loss per share - basic and diluted                                         $      (0.49)   $     (0.05)
                                                                               ============    ===========

Weighted average shares outstanding - basic and diluted                           2,869,887      2,869,887
                                                                               ============    ===========
</TABLE>

                             See notes to unaudited
                          interim financial statements


                                       41
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE NINE MONTHS ENDED APRIL 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      Common Stock
                            -----------------------------     Additional
                             Shares Issued                      Paid-In         Treasury       Accumulated
                            and Outstanding     Amount          Capital          Stock           Deficit           Total
                            ---------------  ------------    ------------     ------------     ------------     ------------
<S>                            <C>           <C>             <C>              <C>              <C>              <C>
Balance at July 31, 2004        3,475,000    $     35,000    $ 17,592,000     $   (987,000)    $(13,902,000)    $  2,738,000

Net Loss                               --              --              --               --       (1,412,000)      (1,412,000)

Issuance of Shares             25,828,983          75,000              --               --               --           75,000

Escrow for Equity
Distribution (note 4)                  --              --      (1,300,000)              --               --       (1,300,000)

                            ------------------------------------------------------------------------------------------------
Balance at April 30, 2005      29,303,983    $    110,000    $ 16,292,000     $   (987,000)    $(15,314,000)    $    101,000
                            ================================================================================================
</TABLE>

                             See notes to unaudited
                          interim financial statements


                                       42
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                            STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED APRIL 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            2005            2004
                                                                         -----------     -----------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                 $(1,412,000)    $  (149,000)
Adjustment to reconcile net loss to net cash (used in) provided by
    operating activities:
    Loss from discontinued operations                                             --         149,000
    Change in reorganization items - professional fees and other fees       (283,000)        432,000
    Changes in discontinued operating assets and liabilities              (1,397,000)       (253,000)
                                                                         -----------     -----------
               Net cash (used in) provided by  operating activities       (3,092,000)        179,000
                                                                         -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Plant costs - discontinued operations                                             --        (278,000)
                                                                         -----------     -----------
          Net cash used in investing activities                                   --        (278,000)
                                                                         -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Net payment to shareholders (placed in escrow)                            (1,300,000)             --
Proceeds from sale of additional common stock                                 75,000              --
                                                                         -----------     -----------
          Net cash used in financing activities                           (1,225,000)             --
                                                                         -----------     -----------

          Net decrease in cash                                            (4,317,000)        (99,000)

CASH, beginning of year                                                    4,527,000         103,000
                                                                         -----------     -----------

CASH, April 30                                                           $   210,000     $     4,000
                                                                         ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid                                                            $        --     $   145,000
                                                                         ===========     ===========
Income tax refunds received                                              $        --     $   166,000
                                                                         ===========     ===========
Reorganization items - professional fees and other fees paid             $ 1,695,000     $        --
                                                                         ===========     ===========
</TABLE>

                             See notes to unaudited
                          interim financial statements


                                       43
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
                           APRIL 30, 2005 (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

      The Unaudited Interim Financial Statements presented herein have been
      prepared by the Company's management in accordance with the accounting
      policies described in the Company's July 31, 2004 audited financial
      statements and should be read in conjunction with the notes to financial
      statements which appear as part of those financial statements.

      The accompanying unaudited interim financial statements have been prepared
      on a going concern basis. The Company is a Debtor-in-Possession under the
      jurisdiction of the Bankruptcy Court and has discontinued its historical
      lines of business, which raises substantial doubt about its ability to
      continue as a going concern. The Company's ability to continue as a going
      concern is contingent upon, among other matters, the implementation and
      execution of its reorganization plan and merging with another entity or
      acquiring revenue producing activities. These factors indicate that the
      Company may be unable to continue in existence. As a result of the
      Company's Chapter 11 filing, such matters are subject to significant
      uncertainty. The unaudited interim financial statements do not include any
      adjustments or reclassifications that might be necessary should the
      Company be unable to continue in existence.

      The Company's unaudited interim financial statements have been presented
      in conformity with the AICPA's Statement of Position 90-7, "Financial
      Reporting By Entities in Reorganization Under the Bankruptcy Code" (SOP
      90-7). SOP 90-7 requires a segregation of liabilities subject to
      compromise by the Bankruptcy Court as of the bankruptcy filing date and
      identification of all transactions and events that are directly associated
      with the reorganization of the Company. Schedules have been filed by the
      Company with the Bankruptcy Court setting forth the assets and liabilities
      of the Company as of February 6, 2004, the bankruptcy filing date, as
      reflected in the Company's accounting records. Liabilities, including
      pre-petition liabilities, are reported on the basis of the expected amount
      of the allowed claims. As of the date of these unaudited interim financial
      statements, the Bankruptcy Court has approved the Company's plan of
      reorganization, which calls for payment to secured and unsecured creditors
      an amount equal to 100% of the amount scheduled. There were no differences
      between amounts reflected in such schedules and claims filed by creditors,
      as all creditors were paid out at 100%.

      The Company expects to adopt "fresh-start" accounting in accordance with
      procedures specified by SOP No. 90-7 in future periods when all material
      conditions precedent to the plan's becoming binding are resolved.

      In the opinion of management, the information furnished in these unaudited
      interim financial statements reflects all adjustments necessary for a fair
      statement of the financial position and results of operations and cash
      flows as of and for the periods ended April 30, 2005 and 2004. The
      Unaudited Interim Financial Statements have been prepared in accordance
      with Item 310 of Regulation S-B for Interim Financial Statements and
      therefore do not include some information and notes necessary to conform
      with annual reporting requirements.


                                       44
<PAGE>

                                   MPLC, INC.
                   DEBTOR-IN-POSSESSION AS OF FEBRUARY 6, 2004
                           NOTES TO UNAUDITED INTERIM
                        FINANCIAL STATEMENTS (Continued)
                           APRIL 30, 2005 (UNAUDITED)


NOTE 2 USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires management to
      make estimates and assumptions that affect the reported amounts and
      disclosures in the financial statements. Actual results could differ from
      those estimates.

NOTE 3 EARNINGS PER SHARE

      Basic Earnings Per Share ("EPS") is computed as net income (loss) divided
      by the weighted-average number of common shares outstanding for the
      period. Diluted EPS reflects the potential dilution that could occur from
      common shares issuable through stock-based compensation plans including
      stock options, restricted stock awards, warrants and other convertible
      securities. Stock options are anti-dilutive for the period, therefore
      diluted EPS is the same as basic EPS. The Company's reorganization plan
      requires the issuance of common stock or common stock equivalents, thereby
      diluting current equity interests (see Note 1).

NOTE 4 ESCROW FOR EQUITY DISTRIBUTION

      Upon the April 26, 2005 issuance of additional shares to the new majority
      shareholder, an escrow was established between the shareholders prior to
      the issuance of the new shares and the trustee representative. This escrow
      will be used for a distribution to those shareholders upon completion of
      the bankruptcy proceedings.


                                       45
<PAGE>

MPLC, Inc.
Unaudited supplemental schedule of Financial Activity
from July 31, 2004 to April 30, 2005

  Unaudited interim financial information from July 31, 2004 to April 30, 2005

<TABLE>
<CAPTION>
                                      (Audited)     (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
                                    Balance as of  Collection of     Payment of       Payment of         Sales of         Sale of
                                    July 31, 2004     Accounts       Liabilities     Post Petition      Remaining        Additional
           Description                               Receivable                      Administrative       Assets          Common
                                                                                        Expenses                           Stock
          Balance Sheet                Note A                                                                              Note B

<S>                                 <C>             <C>              <C>              <C>              <C>              <C>
               Cash                 $  4,527,000    $  2,154,000     $ (4,171,000)    $ (1,335,000)    $    260,000     $     75,000

     Accounts Receivable, net       $  2,154,000    $ (2,154,000)    $         --     $         --     $         --     $         --

         Inventories, net           $    260,000    $         --     $         --     $         --     $   (260,000)    $         --

         Prepaid expenses           $     12,000    $         --     $         --     $         --     $    (12,000)    $         --

           Total Assets             $  6,953,000    $         --     $ (4,171,000)    $ (1,335,000)    $    (12,000)    $     75,000

       Current Liabilities

  Accounts payable and accruals     $    348,000    $         --     $   (348,000)    $         --     $         --     $         --

        Royalties Payable           $     82,000    $         --     $    (82,000)    $         --     $         --     $         --

    Total Current Liabilities       $    430,000    $         --     $   (430,000)    $         --     $         --     $         --

Liabilities subject to Compromise   $  3,785,000    $         --     $ (3,741,000)    $         --     $         --     $         --

       Stockholders' Equity

           Common Stock             $     35,000    $         --     $         --     $         --     $         --     $     75,000
    Additional Paid in Capital      $ 17,592,000    $         --     $         --     $         --     $         --     $         --
       Accumulated deficit          $(13,902,000)   $         --     $         --     $ (1,335,000)    $    (12,000)    $         --
          Treasury Stock            $   (987,000)   $         --     $         --     $         --     $         --     $         --
    Total Stockholders' equity      $  2,738,000    $         --     $         --     $ (1,335,000)    $    (12,000)    $     75,000

   Total Liabilities and Equity     $  6,953,000    $         --     $ (4,171,000)    $ (1,335,000)    $    (12,000)    $     75,000

<CAPTION>
                                    (Unaudited)       (Unaudited)     (Unaudited)
                                     Transfer           Unpaid       Balance as of
                                     to escrow           Admin       April 30, 2005
           Description                                 expenses
                                                      subsequent
          Balance Sheet               Note C          to 7/31/04

<S>                                 <C>              <C>              <C>
               Cash                 $ (1,300,000)    $         --     $    210,000

     Accounts Receivable, net       $         --     $         --     $         --

         Inventories, net           $         --     $         --     $         --

         Prepaid expenses           $         --     $         --     $         --

           Total Assets             $ (1,300,000)    $         --     $    210,000

       Current Liabilities

  Accounts payable and accruals     $         --     $     65,000     $     65,000

        Royalties Payable           $         --     $         --     $         --

    Total Current Liabilities       $         --     $     65,000     $     65,000

Liabilities subject to Compromise   $         --     $         --     $     44,000

       Stockholders' Equity

           Common Stock             $         --     $         --     $    110,000
    Additional Paid in Capital      $ (1,300,000)    $         --     $ 16,292,000
       Accumulated deficit          $         --     $    (65,000)    $(15,314,000)
          Treasury Stock            $         --     $         --     $   (987,000)
    Total Stockholders' equity      $ (1,300,000)    $    (65,000)    $    101,000

   Total Liabilities and Equity     $ (1,300,000)    $         --     $    210,000
</TABLE>


                                       46
<PAGE>

MPLC, INC.
DEBTOR IN POSSESSION AS OF FEBRUARY 6, 2004
NOTES TO UNAUDITED SUPPLEMENTAL SCHEDULE OF FINANCIAL ACTIVITY
FROM JULY 31, 2004 to APRIL 30, 2005
APRIL 30, 2005 ( UNAUDITED)

Note  A: The audited July 31, 2004 Balance sheet should be read in conjunction
         with the complete set of audited July 31, 2004 financial statements,
         including footnotes, contained elsewhere this report.

Note  B: This transaction represents the sale of an additional 25,828,983 shares
         of common stock to First Americas Partners, LLC on April 26, 2005.

Note  C: This transaction represents the establishment of an escrow to benefit
         the MPLC, Inc. common shareholders who existed prior to the Transaction
         in Note B. The funds represent available cash as a result of the
         bankruptcy proceedings.


                                       47
<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS

Copies of the following documents are filed with this Registration Statement on
Form 10-SB as exhibits.

EXHIBIT NUMBER        DESCRIPTION

2.1                   Plan of Reorganization, dated January 25, 2005

2.2                   Order Confirming Plan of Reorganization, dated January 25,
                      2005

3.1                   Restated Certificate of Incorporation, dated December 16,
                      1996

3.2                   Certificate of Amendment, dated October 12, 2004, to
                      Restated Certificate of Incorporation

3.3                   Certificate of Amendment, dated April 8, 2005, to Restated
                      Certificate of Incorporation

3.4                   By-Laws, as amended

4.1                   Specimen of Certificate of Common Stock

10.1                  Escrow Agreement, dated April 26, 2005, between the
                      Company, David Allen and North Fork Bank

10.2                  Letter Agreement, dated April 26, 2005, between the
                      Company, David Allen and First Americas Partners, LLC


                                       48
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   MPLC, Inc.
                                  (Registrant)


Date: June 10, 2005                               By: /s/ Isaac Kier
                                                      --------------------------
                                                  Name:  Isaac Kier
                                                  Title: President


                                       49
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>e500678_ex2-1.txt
<DESCRIPTION>PLAN OF REORGANIZATION
<TEXT>

UNITED STATES BANKRUPTCY COURT
DISTRICT OF CONNECTICUT

- --------------------------------------

In re:                                                  Chapter 11

MPLC, Inc., f/k/a The Millbrook Press,                  Case No. 04-50145 (AHWS)
Inc.,

                               Debtor.

- --------------------------------------

                 FIRST AMENDED CHAPTER 11 PLAN OF REORGANIZATION
                 FOR MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.

                                             Attorneys for MPLC, Inc., f/k/a The
                                             Millbrook Press, Inc.

                                             Jed Horwitt, Esq.
                                             ZEISLER & ZEISLER, P.C.
                                             558 Clinton Avenue
                                             Bridgeport, CT  06605
                                             (203) 368-4234

                                             Matthew J. Gold, Esq.
                                             OLSHAN GRUNDMAN FROME ROSENZWEIG
                                             & WOLOSKY LLP
                                             Park Avenue Tower
                                             65 East 55 Street
                                             New York, New York 10022
                                             (212) 451-2300

Dated: January 25, 2005

<PAGE>

      MPLC, Inc., f/k/a The Millbrook Press, Inc., the above-captioned debtor
and debtor-in-possession in this Chapter 11 case, proposes the following amended
chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy
Code.

                                    ARTICLE I
                                   DEFINITIONS

      Whenever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. The words "herein", "hereto", "hereof",
"hereunder" and others of similar import refer to this Plan as a whole and not
to any particular section, subsection, or clause contained in this Plan. Unless
the context requires otherwise, the following words and phrases shall have the
meaning set forth below when used in capitalized form in this Plan:

      Administrative Expense: (a) Any cost for administration of the Chapter 11
Case asserted or arising under section 503(b) or 507(b) of the Bankruptcy Code,
(b) a Claim given the status of an Administrative Expense by Final Order of the
Bankruptcy Court and (c) all fees or charges assessed against the Debtor's
estate under title 28, United States Code, section 1930.

      Administrative and Disputed Claims Reserves: The reserves established
pursuant to section 12.01 of this Plan.

      Allowed: With respect to Claims and Interests, (a) any Claim against, or
Interest in the Debtor, proof of which is timely filed, or by order of the
Bankruptcy Court is not or will not be required to be filed, (b) any Claim or
Interest that has been or is hereafter listed in the Debtor's Schedules as
neither disputed, contingent or unliquidated, and for which no timely proof of
claim has been filed, or (c) any Claim or Interest allowed pursuant to this Plan
and, in each such case in (a) and (b) above, as to which either (i) no objection
to the allowance thereof has been interposed within the applicable period of
time fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules or the
Bankruptcy Court or (ii) such an objection is so interposed and the Claim or
Interest shall have been allowed by a Final Order (but only to the extent so
allowed).

      Bankruptcy Code: Title 11 of the United States Code, as amended from time
to time.

      Bankruptcy Court: The United States Bankruptcy Court for the District of
Connecticut, or any other court having jurisdiction over this Chapter 11 Case.

      Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as amended,
promulgated under section 2075 of title 28 of the United States Code.

      Business Day: Any day other than a Saturday, Sunday or "legal holiday" as
such term is defined in Bankruptcy Rule 9006(a).


                                       2
<PAGE>

      Causes of Action: Any and all actions, causes of action, suits, accounts,
controversies, agreements, promises, rights to legal remedies, rights to
equitable remedies, rights to payment, and claims, whether known or unknown,
reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, secured, unsecured and
whether asserted or assertable directly or derivatively, in law, equity or
otherwise.

      Chapter 11 Case: The case under Chapter 11 of the Bankruptcy Code
concerning the Debtor under case number 04-50145 (AHWS), which was commenced on
the Filing Date.

      Claim: Any right to (a) payment from the Debtor, whether or not such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (b)
an equitable remedy for breach of performance if such breach gives rise to a
right to payment from the Debtor, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured.

      Class: A class of Claims or Interests designated pursuant to this Plan.

      Confirmation Date: The date on which the Confirmation Order is entered on
the docket maintained by the Clerk of the Bankruptcy Court with respect to the
Chapter 11 Case.

      Confirmation Hearing: The hearing held by the Bankruptcy Court pursuant to
section 1128(a) of the Bankruptcy Code regarding the confirmation of this Plan
pursuant to section 1129 of the Bankruptcy Code.

      Confirmation Order: The order of the Bankruptcy Court confirming this Plan
pursuant to section 1129 of the Bankruptcy Code.

      Creditor: Any Entity that is the Holder of a Claim against the Debtor that
arose on or before the Filing Date or a Claim against the Debtor's estate of the
kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code.

      Creditor Fund: The property remaining in the estate after all Allowed
Administrative Expenses, Allowed Secured Claims, Allowed Priority Claims and
Allowed Priority Tax Claims are paid in full as required by the Plan.

      Debtor: MPLC, Inc., f/k/a The Millbrook Press, Inc., a Delaware
corporation.

      Disclosure Statement: The Disclosure Statement that relates to this Plan
and that has been approved by the Bankruptcy Court as containing adequate
information as required by section 1125 of the Bankruptcy Code (including all
exhibits and schedules attached thereto or referred to therein).

      Disputed: With respect to Claims, any Claim that is not Allowed.


                                       3
<PAGE>

      Disputed Interest: An Interest, or portion thereof, that has not become an
Allowed Interest.

      Effective Date: The date that is either 11 days after the Confirmation
Date or such other date promulgated in writing by the Debtor, or, if such date
is not a Business Day, the next succeeding Business Day; provided, however, that
if, on or prior to such date, all conditions to the Effective Date set forth in
section 14.02 of this Plan have not been satisfied or waived in accordance with
the terms of section 14.02 of this Plan, then the Effective Date shall be the
first Business Day following the day on which all such conditions to the
Effective Date have been satisfied or waived; provided, further, that if a stay
of the Confirmation Order is in effect on such date, the Effective Date shall be
the first Business Day after such stay is no longer in effect.

      Entity: Any individual, corporation, limited or general partnership,
limited liability company, joint venture, association, joint stock company,
estate, person, entity, trust, trustee, United States trustee, unincorporated
organization, government, governmental unit (as defined in the Bankruptcy Code),
agency or political subdivision thereof.

      Estate: The estate of the Debtor formed pursuant to section 541 of the
Bankruptcy Code.

      Estate Administrator: David Allen, or such other person as is appointed
under section 11.02 to administer the Estate Escrow following the Investment
Date.

      Estate Escrow: The escrow to be formed pursuant to section 10.04.

      Equity Fund: The funds remaining in the Estate after all Allowed Secured,
Allowed Priority, Allowed Priority Tax Claims, Allowed Unsecured Claims and
Administrative Expenses have been paid.

      Filing Date: February 6, 2004, the date on which the Debtor filed a
voluntary petition for relief under chapter 11 of the Bankruptcy Code.

      Final Order: An order, ruling or judgment that: (i) is in full force and
effect; (ii) is not stayed; and (iii) is no longer subject to review, reversal,
modification or amendment, by appeal or writ of certiorari.

      Holder: Any Entity that holds a Claim or Interest. Where the identity of
the Holder of a Claim or Interest is set forth on a register or other record
maintained by or at the direction of the Debtor, the Holder of such Claim or
Interest shall be deemed to be the Holder as identified on such register or
record, unless the Debtor is otherwise notified in a writing authorized by such
Holder or in a proof of claim timely filed by such Holder with the Bankruptcy
Court.

      Impaired: Any Claim or Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

      Interest: Any and all equity or ownership interests in the Debtor,
including, without limitation, all stock certificates and other investment
securities, whether or not certificated, representing any such equity or
ownership interests and any and all rights, options, warrants, calls,
subscription or other agreements and contractual rights to acquire any such
equity or ownership interests.


                                       4
<PAGE>

      Investment Date: March 31, 2005, or such other date as is mutually
agreeable to the Debtor and the Investor.

      Investor: First American Partners, LLC or its designee.

      Plan: This Chapter 11 plan of reorganization of the Debtor, together with
all exhibits hereto, as the same may be amended and modified from time to time
in accordance with the terms hereof.

      Priority Claim: Any Claim, other than a Priority Tax Claim or an
Administrative Expense, that is entitled to priority of payment under section
507(a) of the Bankruptcy Code.

      Priority Tax Claim: Any Claim that is entitled to priority of payment
under section 507(a)(8) of the Bankruptcy Code.

      Receipts: All earnings, revenues, fees, charges, receipts, proceeds,
issues, profits, and income paid or payable to the Debtor or its agents for the
benefit of the Debtor in respect of the corporation or any part thereof,
including, without limitation, all amounts paid or payable by customers and
payments pursuant to any warranty, guaranty or indemnity.

      Related Documents: This Plan and all documents necessary to consummate the
transactions contemplated by this Plan.

      Reorganized Debtor: The Debtor from and after the Effective Date.

      Secured Claim: Any Claim that is a secured claim under section 506(a) of
the Bankruptcy Code.

      Shareholder Committee: The Committee to be appointed under section 11.02
hereof.

      Stock Purchase Agreement. That certain agreement, substantially in the
form attached hereto as Exhibit 1, between the Debtor and the Investor.

      Ultimately Allowed Claim: Any Disputed Claim that becomes an Allowed Claim
in accordance with section 12.02 of this Plan.

      Unsecured Claim: Any Claim other than a Secured Claim, an Administrative
Expense, a Priority Claim, or a Priority Tax Claim.

      U.S. Trustee Fees: As defined in section 10.01 of this Plan.


                                       5
<PAGE>

                                   ARTICLE II
               PROVISIONS FOR TREATMENT OF ADMINISTRATIVE EXPENSES

            2.01. Administrative Expenses. Unless otherwise provided for herein,
each Allowed Administrative Expense accrued on or prior to, but unpaid as of,
the Effective Date shall be paid in full in cash, on the Effective Date or in
the ordinary course of business or as otherwise agreed.

                                  ARTICLE III
                 PROVISIONS FOR TREATMENT OF PRIORITY TAX CLAIMS

            3.01. Priority Tax Claims. Each Holder of an Allowed Priority Tax
Claim shall be paid in full in cash on the latest of (i) the Effective Date,
(ii) the date on which the Bankruptcy Court enters an order allowing such
Priority Tax Claim, and (iii) the date on which the Debtor and the Holder of
such Allowed Priority Tax Claim otherwise agree; provided, however, that the
full Allowed Priority Tax Claims may be paid by deferred cash payments over a
period not exceeding six years after the date of assessment of such Claim,
including an interest component as required by the provisions of
ss.1129(a)(9)(C) of the Bankruptcy Code, which interest component will be
determined by the Court in the event the Debtor chooses this option. The claim
may be prepaid in whole or in part at any time, without penalty.

                                   ARTICLE IV
                     CLASSIFICATION OF CLAIMS AND INTERESTS

      Pursuant to section 1122 of the Bankruptcy Code, set forth below is a
designation of classes of Claims and Interests. Administrative Expenses and
Claims of the kinds specified in sections 507(a)(1) and 507(a)(8) of the
Bankruptcy Code (the treatment of which is set forth in Articles Two and Three,
above) have not been classified and are excluded from the following classes in
accordance with section 1123(a)(1) of the Bankruptcy Code.

            4.01. Claims.

                  Class 1. Class 1 consists of all Priority Claims.

                  Class 2. Class 2 consists of all Secured Claims.

                  Class 3. Class 3 consists of all Unsecured Claims.

            4.02. Interests.

                  Class 4. Class 4 consists of all Interests.


                                       6
<PAGE>

                                   ARTICLE V
                     IDENTIFICATION OF CLASSES OF CLAIMS AND
                 INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN

            5.01. Classes of Claims Unimpaired by this Plan and Not Entitled to
Vote. The Priority Claims and Secured Claims (Classes 1 and 2) are Unimpaired by
this Plan and the Holders of such Claims and/or Interests are not entitled to
vote to accept or reject this Plan.

            5.02. Classes of Claims Impaired by this Plan and Entitled to Vote.
The Unsecured Claims (Class 3) and Interests (Class 4) are Impaired by this Plan
and the Holders of such Claims and/or Interests are entitled to vote to accept
or reject this Plan.

                                   ARTICLE VI
                           PROVISIONS FOR TREATMENT OF
                              CLAIMS AND INTERESTS

            6.01. Priority Claims. (Class 1) Each Holder of an Allowed Priority
Claim shall be paid in full in cash on the latest of (i) the Effective Date,
(ii) the date on which the Bankruptcy Court enters an order allowing such
Priority Claim, and (iii) the date on which the Debtor and the Holder of such
Allowed Priority Claim otherwise agree.

            Class 1 is Unimpaired.

            6.02. Secured Claims. (Class 2) Other than the People's Bank Secured
Claim for which there has already been full payment from the proceeds of the
sale of its collateral, the Debtor does not believe that there are any other
Secured Claims. If there are any each one shall be in a separate class as Class
2A, 2B, etc.

Except to the extent that a Class 2 Claimant may otherwise agree, each holder of
an Allowed Secured Class 2 Claim shall be fully satisfied, at the Debtor's
option, by one of the following:

                  (a) Cash Option: The Debtor may elect, at any time on or
before the Effective Date, to pay a Class 2 Secured Claim in full, in cash, on
or promptly after the Effective Date.

                  (b) Abandonment Option: The Debtor may also elect, at any time
on or before the Effective Date, to fully satisfy a Class 2 Claim by abandoning
the collateral securing such Claim to the holder of such Claim. To the extent
that the creditor is undersecured it shall have a Class 3 Claim for the
deficiency.

                  (c) Release of Lien: Upon the satisfaction of any note given
to any holder of a Class 2 Secured Claim pursuant to any of the methods provided
for in this Plan, the holder of such Class 2 Secured Claim shall execute all
instruments and documents necessary to release its Lien securing such Claim or
note.


                                       7
<PAGE>

            Class 2 is Unimpaired.

            6.03. Unsecured Claims. (Class 3) On the Effective Date, or as soon
as practicable thereafter, each Holder of an Allowed Unsecured Claim shall
receive in full satisfaction of such Holder's Allowed Unsecured Claim the lesser
of (i) a pro-rata share of the Creditors Fund, or (ii) one hundred cents
(100(cent)) on the Dollar, without interest. To the extent that the Debtor does
not have sufficient cash on the Effective Date to pay all Allowed Unsecured
Claims in full it shall make an interim distribution, following appropriate
reserves.

            Class 3 is Impaired.

            6.04. Interests. (Class 4) On the Investment Date, or as soon as
practicable thereafter, each Holder of an Allowed Interest shall receive its
pro-rata share of the Equity Fund, and shall retain its Interest. Additional
shares of stock in the Reorganized Debtor shall be issued to the Investor
pursuant to the Stock Purchase Agreement.

            Class 4 is Impaired.

                                  ARTICLE VII
                             ACCEPTANCE OF THIS PLAN

            7.01. Impaired Classes of Claims and Interests Entitled to Vote.
Each Holder of a Claim in Class 3 (Unsecured Claims) or of an Interest in Class
4 is Impaired and shall be entitled to vote to accept or reject this Plan.

            7.02. Acceptance by Impaired Class of Creditors and Interest
Holders. Consistent with section 1126(c) of the Bankruptcy Code, and except as
provided in section 1126(e) of the Bankruptcy Code, a class of Claims shall have
accepted this Plan if this Plan is accepted by at least two-thirds in amount and
more than one-half in number of the Holders of the Claims of such class that
have timely and properly voted to accept or reject this Plan. Consistent with
section 1126(d) of the Bankruptcy Code, and except as provided in section
1126(e) of the Bankruptcy Code, a class of Interests shall have accepted this
Plan if this Plan is accepted by Holders of at least two-thirds in amount of the
Interests of such class that have timely and properly voted to accept or reject
this Plan.

                                  ARTICLE VIII
                              EXECUTORY CONTRACTS

            8.01. Assumption or Rejection of Executory Contracts. Any executory
contract that is not listed on Schedule 8.01 hereto or was not expressly assumed
by the Debtor on or prior to the Confirmation Date shall be deemed to have been
rejected by the Debtor on the Effective Date unless, as of the Effective Date,
there is then pending before the Bankruptcy Court a motion to assume such
executory contract. Every party to an executory contract that is rejected
pursuant to this section must file a proof of claim by no later than 30 days
from the Effective Date.


                                       8
<PAGE>

            8.02. Rejection of Stock Options. As of the Effective Date the
Debtor shall reject all existing options to purchase the Debtor's common stock.
In compromise and settlement of any claim for damages regarding such rejections,
each holder of such an option shall receive the amount set forth in Schedule 1
hereto.

                                   ARTICLE IX
            VESTING OF PROPERTY, DISCHARGE, INJUNCTIONS AND RELEASES

            9.01. Vesting of Property. Except as otherwise provided in the Plan,
as of the Effective Date of the Plan all of the property of the Debtor shall
vest in the Reorganized Debtor.

            9.02. Property Free and Clear. Except as otherwise provided in the
Plan, all property dealt with by the Plan shall be free and clear of all claims,
liens and interests of any party as of the Effective Date. This Plan will
evidence the release of any and all liens or encumbrances against all property
dealt with by the Plan, unless such lien or encumbrance is specifically retained
in the Plan.

            9.03. Discharge of All Claims and Interests and Releases.

                  (a) Except as otherwise specifically provided by this Plan,
the confirmation of this Plan (subject to the occurrence of the Effective Date)
shall discharge the Debtor and the Reorganized Debtor from any debt that arose
before the Confirmation Date, and any debt of the kind specified in sections
502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not a proof of Claim
is filed or is deemed filed, whether or not such Claim is Allowed, and whether
or not the Holder of such Claim has voted on this Plan or voted to accept or
reject this Plan.

                  (b) Furthermore, but in no way limiting the generality of the
foregoing, except as otherwise specifically provided by this Plan, the
distributions and rights that are provided in this Plan shall be in complete
satisfaction, discharge and release of all Claims and Causes of Action against,
liabilities of, liens on, charges, encumbrances, security interests, obligations
of and Interests in the Debtor or the Reorganized Debtor, whether known or
unknown, regardless of whether a proof of Claim or Interest was filed, whether
or not Allowed and whether or not the Holder of the Claim or Interest has voted
on this Plan, or voted to accept or reject this Plan, or based on any act or
omission, transaction or other activity or security, instrument or other
agreement of any kind or nature occurring, arising or existing prior to the
Effective Date that was or could have been the subject of any Claim or Interest,
in each case regardless of whether a proof of Claim or Interest was filed,
whether or not Allowed and whether or not the Holder of Claim or Interest has
voted on this Plan or voted to accept or reject this Plan.


                                       9
<PAGE>

                  (c) Except as otherwise provided in this Plan, or except as to
acts or omissions that are the result of fraud, gross negligence, or willful
misconduct or willful violation of federal or state securities laws or the
Internal Revenue Code, any consideration distributed under the Plan to creditors
and holders of Interests shall be in full exchange for and in complete
satisfaction, discharge and release of all Claims, Liens, encumbrances, causes
of action, demands, and lawsuits of any Creditor or Interest Holder against the
Debtor and/or relating in any way to the Debtor or any of the Debtor's (i)
property, or (ii) former or current officers, directors, employees, agents or
attorneys; and such Claims are deemed to be extinguished, released, compromised,
settled, and discharged, and shall not be asserted or pursued in any manner
against the Debtor (except for those liabilities expressly retained or assumed
by the Debtor), or against the Debtor's property, former or current officers,
directors, employees, agents or attorneys after the Effective Date of the Plan.
Confirmation of the Plan shall in no way extinguish, modify, change, or alter in
any way, any Claims, rights, or remedies that any Creditor may have or come to
have against an entity other than the Debtor that arises out of any guaranty of
any of the Debtor's obligations. Subject to Sections 524 and 1141 of the
Bankruptcy Code, the releases described herein shall not preclude police,
federal tax, or regulatory agencies from fulfilling their statutory duties.

            9.04. Injunction. Except as otherwise expressly provided in this
Plan, from and after the Effective Date, all Entities who have held, hold or may
hold Claims or Interests shall be permanently enjoined from (a) commencing or
continuing in any manner any action or other proceeding of any kind with respect
to any such Claim or Interest against the Debtor or the Reorganized Debtor or
any property of the foregoing, or cause of action discharged pursuant to section
9.03 hereof, (b) the enforcement, attachment, collection or recovery by any
manner or means of any judgment, award, decree or order against the Debtor, or
the Reorganized Debtor, (c) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from the Debtor or the
Reorganized Debtor.

            9.05. Term of Injunctions or Stay. Unless otherwise provided, all
injunctions or stays provided for in the Chapter 11 Case pursuant to section 105
or 362 of the Bankruptcy Code, or otherwise, and in existence on the
Confirmation Date, shall remain in full force and effect until the Effective
Date.

                                   ARTICLE X
                           IMPLEMENTATION OF THE PLAN

            10.01. U.S. Trustee Fees. All fees payable to the Office of the
United States Trustee under section 1930(a)(6) of title 28 of the United States
Code ("U.S. Trustee Fees") shall be paid by the Debtor.

            10.02. The Debtor's Causes of Action. Pursuant to section 1123(b)(3)
of the Bankruptcy Code, the Reorganized Debtor shall receive, with the exclusive
right to enforce in its sole discretion, any and all Causes of Action of the
Debtor, including all Causes of Action that may exist under sections 510, 541,
542, 544 through 550 and 553 of the Bankruptcy Code or under similar state laws,
including all Causes of Action of a trustee and debtor-in-possession under the
Bankruptcy Code; provided, however, that all Causes of Action as to which no
complaint has been filed as of the Investment Date shall be deemed released.


                                       10
<PAGE>

            10.03. Stock Purchase Agreement. The Debtor and the Investor shall
enter into the Stock Purchase Agreement prior to the entry of the Confirmation
Order, and entry of the Confirmation Order shall constitute approval by the
Bankruptcy Court of the Stock Purchase Agreement and all of the terms and
provisions thereof. Between entering into the Stock Purchase Agreement and the
closing of the transactions contemplated thereby, the Debtor shall cooperate
with the Investor to cause the registration of the Debtor's common stock under
the Securities Exchange Act of 1934 and to qualify the common stock for listing
on the OTC Bulletin Board, all as more fully set forth in the Stock Purchase
Agreement. Prior to the Investment Date, the Debtor shall amend its certificate
of incorporation to provide for the issuance of such additional stock as may be
necessary and to accomplish any other purposes consistent with the Stock
Purchase Agreement. On the Investment Date, the transactions contemplated by the
Stock Purchase Agreement shall be effected, pursuant to which, among other
things, the Debtor shall receive $75,000 from the Investor, and shall issue to
the Investor common stock equal to 90% of the total outstanding common stock of
the Debtor (inclusive of common stock to be issued to the Investor) on a fully
diluted basis, and the Debtor shall cause the board of directors of the debtor
to be comprised solely of the Investor's nominees.

            10.04. Payment of Claims; Establishment of Estate Escrow. The Debtor
shall pay all Allowed Claims and distribute the Equity Fund on a pro-rata basis
to all holders of Allowed Interests by no later than the Investment Date, unless
there are, as of the Investment Date, Disputed Claims or Interests that have not
been resolved by settlement or Final Order; Allowed Claims or Administrative
Expenses that have not been paid; or portions of the Equity Fund that have not
been distributed; in which case, on the Investment Date, the Debtor shall (a)
designate an Estate Administrator, and (b) contribute all property of the Estate
and the Debtor to the Estate Escrow, from which final distributions shall be
made as soon as practicable. The Estate Escrow shall dissolve upon the
distribution of all property in the Estate Escrow.

                                   ARTICLE XI
                             THE REORGANIZED DEBTOR

            11.01. Representative of Estate. On the Effective Date, the
Reorganized Debtor is appointed as the representative of the Estate pursuant to
section 1123(b)(3) of the Bankruptcy Code to pursue the Causes of Action and
shall be the only entity authorized to pursue actions to recover preferences,
fraudulent conveyances, and all other avoidance actions under chapter 5 of the
Bankruptcy Code. Unless the Reorganized Debtor consents, or unless otherwise
ordered by the Bankruptcy Court, no other party shall have the right or
obligation to pursue any such actions. Any creditor determined to have received
a transfer that is voidable pursuant to Sections 544, 547, 548, 549, and/or 550
of the Bankruptcy Code or any other applicable law shall be required to remit to
the Reorganized Debtor the determined amount of the avoided transfer prior to
receiving any distribution. All proceeds received by the Reorganized Debtor
shall be held by the Reorganized Debtor for the benefit of holders of Allowed
Claims and Interests or shall be used, as needed, to implement the provisions of
this Plan including, without limitation, to fund the expenses of any litigation.
Such funds shall not be subject to any claim by any entity except as provided
under this Plan.


                                       11
<PAGE>

            11.02. Estate Administrator; Shareholder Committee. In the event
that the Estate Escrow is created under section 10.04:

                  (a) The Shareholder Committee, consisting of the members of
the Board of Directors of the Reorganized Debtor as of immediately prior to the
Investment Date, shall be constituted to oversee the operations of the Estate
Escrow and distributions to Holders of Interests. The Shareholder Committee
shall be dissolved upon the dissolution of the Estate Escrow.

                  (b) David Allen, or such other person as is selected by the
Shareholder Committee, and is reasonably acceptable to the Investor, shall serve
as the Estate Administrator, with final authority to prosecute and resolve all
outstanding litigation involving the Estate, and to authorize all payments from
the Estate Escrow. In the event David Allen is unable to serve as Estate
Administrator at any time the Shareholder Committee shall designate a successor
Estate Administrator.

                  (c) All payments to the Estate Administrator, employees and
professionals retained pursuant to section 11.05 hereof, and all other costs and
expenses of the Shareholder Committee, or the administration of the Estate
Escrow, prosecution of objections to Disputed Claims, and the making of
distributions to Holders of Allowed Claims and Interests, shall be payable
solely out of cash and property of the Estate Escrow and not out of property of
the Reorganized Debtor acquired on or after the closing under the Stock Purchase
Agreement. From and after the closing under the Stock Purchase Agreement and
establishment of the Estate Escrow, the Reorganized Debtor shall have no further
liabilities or obligations to holders of Administrative Expenses of, or Claims
against the Debtor or the Estate.

                  (d) From and after the closing under the Stock Purchase
Agreement, the board of directors, officers, employees, attorneys, agents and
other professionals of the Reorganized Debtor (except the Estate Administrator
and any employees or professionals retained by the Estate Administrator pursuant
to Section 11.05 hereof) shall have no fiduciary or other obligations with
respect to, shall not participate in and shall not interfere with the
administration of or distributions from the Estate Escrow, the collection or
protection of assets constituting property of the Estate Escrow, the prosecution
of objections to Disputed Claims, or any other matter concerning the
consummation and administration of the Plan. All such obligations (and all
associated rights) shall be solely those of the Estate Administrator and
individuals or entities employed pursuant to Section 11.05 hereof.

            11.03. Compromise and Settlement. The Reorganized Debtor shall have
the right to pursue, prosecute, compromise, settle, or release any claim
objection, and the compromise or settlement by the Reorganized Debtor of any
claim objection may be effected without necessity of Bankruptcy Court
proceedings under Bankruptcy Rule 9019 or otherwise.


                                       12
<PAGE>

            11.04. Proceeds of the Estate. The Reorganized Debtor shall have a
duty consistent with this Plan to distribute the net proceeds of the Estate for
the benefit of holders of Allowed Claims and Interests in accordance with the
terms of this Plan; to maintain and administer the Estate; and to pay all
expenses incurred in connection with the administration of the Reorganized
Debtor. The net proceeds of the Estate shall be distributed by the Reorganized
Debtor as soon as practicable after the receipt thereof, in accordance with the
priorities of this Plan.

            11.05. Employees of Reorganized Debtor.

                  (a) The Reorganized Debtor may employ individuals and
professionals to assist it in administering and carrying out the purposes of the
Plan, as well as carrying out the business activities of the Debtor. Such
professionals or employees may include persons previously employed by the
Debtor.

                  (b) The amount of compensation to be paid to the professionals
and employees retained by the Reorganized Debtor shall be determined by the
Reorganized Debtor in the reasonable, good faith exercise of his discretion,
without need of an order of the Bankruptcy Court. All such compensation shall be
paid solely from the Estate and not from any other property of the Reorganized
Debtor.

            11.06. Indemnification. None of the Reorganized Debtor's directors,
officers, employees or agents, including, without limitation, the members of the
Shareholder Committee and the Estate Administrator, will be liable for any acts
or omissions concerning the implementation of this Plan except for such of their
own acts as shall constitute bad faith, willful misconduct or gross negligence.
Such persons shall be entitled to be indemnified by the Reorganized Debtor,
solely from the Estate and not from any other property of the Reorganized
Debtor, against any and all losses, claims, costs, expenses (including the cost
of defense), and liabilities arising out of or in connection with the Debtor's
Causes of Action or the affairs of the Reorganized Debtor, except for such of
their own acts as shall constitute bad faith, willful misconduct or gross
negligence. Neither the Reorganized Debtor nor its employees or agents shall
have any duty, obligation or liability to any Entity to pursue any Cause of
Action that may be held by the Reorganized Debtor or to object to any Claim.

            11.07. Actions Through Reorganized Debtor. From and after the
Investment Date, all references to the Reorganized Debtor in Articles 11, 12 and
13 hereof shall, where appropriate, refer to the Reorganized Debtor acting
through the Estate Administrator.


                                       13
<PAGE>

                                  ARTICLE XII
                        PROVISIONS COVERING DISTRIBUTIONS

            12.01. Reserves; Distributions Under this Plan; Means of Cash
Payments.

                  (a) On the Effective Date, and as appropriate subsequently,
and in any event prior to the Reorganized Debtor making any cash distributions,
appropriate reserves shall be established by the Reorganized Debtor from the
funds held by the Reorganized Debtor to take into account all distributions to
be made under the Plan, including, among other things, the following: (a) all
Administrative Expenses not Allowed or disallowed by the Bankruptcy Court as of
the Effective Date and those other Administrative Expenses that are estimated to
be incurred between any Administrative Expenses bar date established by the
Bankruptcy Court and the Effective Date, and (b) Disputed Unsecured Claims for
which proofs of claim were filed on or prior to the Bar Date.

                  (b) On the Effective Date, or as soon as reasonably possible
thereafter, the Reorganized Debtor shall make adequate reserves for the
estimated amount of the distributions (as estimated in the Confirmation Order),
required to be made to Holders of Allowed Administrative Expenses, Allowed
Priority Tax Claims, Allowed Priority Claims, and Allowed Unsecured Claims
pursuant to this Plan, subject to the terms hereof. Except as otherwise provided
in this Plan and without in any way limiting sections 9.01 and 13.03 of this
Plan, payments and distributions in respect of Allowed Claims that are required
by this Plan to be made on the Effective Date shall be made on, or as soon as
reasonably possible on or after, the Effective Date, or as otherwise provided,
as applicable. Except as otherwise specified in this Plan, cash payments made
pursuant to the Plan will be in U.S. dollars by check drawn on a domestic bank
selected by the Reorganized Debtor, or by wire transfer from a domestic bank, at
the option of the Reorganized Debtor.

            12.02. Interim Distributions. The Reorganized Debtor shall have the
authority to make distributions in accordance with this Plan to the Holders of
Allowed Claims and, to the extent applicable, to Holders of Allowed Interests,
in whole or in part, at any time and from time to time.

            12.03. Compliance With Tax Requirements. The Reorganized Debtor
shall withhold from any property distributed under this Plan any property that
must be withheld for taxes payable by the Entity entitled to such property to
the extent required by applicable law. As a condition to making any distribution
under this Plan, the Reorganized Debtor may request that the Holder of any
Allowed Claim provide such Holder's taxpayer identification number and such
other certification as may be deemed necessary to comply with applicable tax
reporting and withholding laws.

            12.04. Undeliverable Distributions. If the Reorganized Debtor is
unable to make a payment or distribution to the Holder of an Allowed Claim under
this Plan for lack of a current address for the Holder or otherwise, the
Reorganized Debtor will file with the Bankruptcy Court the name, if known, and
last known address of the Holder and the reason for inability to make payment,
and if, after the passage of one year (or such other period of time as directed


                                       14
<PAGE>

by the Bankruptcy Court) and after any additional effort to locate the Holder
that the Bankruptcy Court may direct, the payment or distribution still cannot
be made, the payment or distribution and any further payment or distribution to
such Holder shall be immediately transferred to the Reorganized Debtor or its
designee and the Claim shall be deemed satisfied to the same extent as if
payment or distribution had been made to the Holder of the Claim.

                                  ARTICLE XIII
                            PROCEDURES FOR RESOLVING
                          DISPUTED CLAIMS AND INTERESTS

            13.01. Objections to Claims and Interests. Subject to an order of
the Bankruptcy Court providing otherwise, the Reorganized Debtor shall have the
authority to file objections to Claims and Interests after the Confirmation Date
and shall have the sole authority to prosecute pending claim objections. The
Reorganized Debtor may object to a Claim or Interest by filing an objection with
the Bankruptcy Court and serving such objection upon the Holder of such Claim or
Interest not later than 45 days after the later of the Effective Date and the
date set by order of the Bankruptcy Court as the last date for filing proof of
such Claim in the Chapter 11 Case, except that said date may be extended by the
Bankruptcy Court.

            13.02. Procedure. Unless otherwise ordered by the Bankruptcy Court
or agreed to by written stipulation of the Reorganized Debtor or until any
objection thereto by the Reorganized Debtor is withdrawn, the Reorganized Debtor
shall litigate the merits of each Disputed Claim and each Disputed Interest
until determined by a Final Order; provided, however, that the Reorganized
Debtor may compromise, settle, withdraw or resolve, by any method approved by
the Bankruptcy Court, any objection to any Claim or Interest.

            13.03. Estimation of Claims. The Bankruptcy Court will retain
jurisdiction to estimate any Claim at any time during litigation concerning any
objection to any Claim, including during the pendency of any appeal relating to
any such objection. All of the aforementioned Claims objection, estimation and
resolution procedures are cumulative and are not necessarily exclusive of one
another. Claims may be estimated and thereafter resolved by any permitted
mechanism.

            13.04. Payments and Distributions With Respect to Disputed Claims
and Disputed Interests. No payments or distributions shall be made in respect of
a Disputed Claim or Disputed Interest until such Disputed Claim or Disputed
Interest becomes allowed.

            13.05. Timing of Payments and Distributions With Respect to Disputed
Claims and Disputed Interests. Subject to the further provisions of this Plan,
payments and distributions with respect to each Disputed Claim or Disputed
Interest that becomes an Ultimately Allowed Claim or Ultimately Allowed Interest
that would have otherwise been made had the Ultimately Allowed Claim or
Ultimately Allowed Interest been an Allowed Claim or an Allowed Interest on the
Effective Date shall be made within ten days after the date that such Disputed


                                       15
<PAGE>

Claim or Disputed Interest becomes an Ultimately Allowed Claim or an Ultimately
Allowed Interest. Holders of Disputed Claims and Disputed Interests that become
Ultimately Allowed Claims or Ultimately Allowed Interests shall be bound,
obligated and governed in all respects by the provisions of this Plan.

                                  ARTICLE XIV
                              CONDITIONS PRECEDENT

            14.01. Conditions to Confirmation. The satisfaction of each of the
following are conditions to the confirmation of this Plan, which conditions may
be waived by the Debtor:

                  (a) the Confirmation Order shall be in a form and substance
reasonably acceptable to the Debtor;

                  (b) the Debtor shall have sufficient cash to pay all required
U.S. Trustee Fees and all Allowed Administrative Claims and Allowed Priority
Claims.

            14.02. Conditions to Effective Date. This Plan shall not become
effective, and the Effective Date shall not occur, until each of the following
conditions have been satisfied or waived by the Debtor:

                  (a) the Confirmation Order shall have been signed by the
Bankruptcy Court and duly entered and shall have become a Final Order;

                  (b) all actions and documents necessary to implement the
provisions of this Plan shall have been effected and/or executed by all parties
thereto.

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

            15.01. Bankruptcy Court to Retain Jurisdiction. The business and
assets of the Debtor shall remain subject to the jurisdiction of the Bankruptcy
Court until the Effective Date. From and after such date, the Bankruptcy Court
shall retain and have exclusive jurisdiction over the Debtor's Chapter 11 Case
for the purposes of determining all disputes and other issues presented by or
arising under this Plan including, without limitation, exclusive jurisdiction to
(a) determine any and all disputes relating to Claims and Interests and the
allowance and amount thereof, (b) determine any and all disputes among Creditors
with respect to their Claims, (c) consider and allow any and all applications
for compensation for professional services rendered and disbursements incurred
in connection therewith, (d) determine any and all applications, motions,
adversary proceedings and contested or litigated matters pending on the
Effective Date and arising in or related to the Chapter 11 Case or this Plan,
(e) remedy any defect or omission or reconcile any inconsistency in the
Confirmation Order, (f) enforce the provisions of this Plan relating to the
distributions to be made hereunder, (g) issue such orders, consistent with


                                       16
<PAGE>

section 1142 of the Bankruptcy Code, as may be necessary to effectuate the
consummation and the full and complete implementation of this Plan, (h) enforce
and interpret any provision of this Plan, (i) determine such other matters as
may be set forth in the Confirmation Order or that may arise in connection with
the implementation of this Plan, (j) determine any and all disputes relating in
any way to any Conveyance Document or the rights and obligations of the parties
thereunder, (k) determine the final amounts allowable as compensation or
reimbursement of expenses pursuant to section 503(b) of the Bankruptcy Code, (l)
to hear and determine all proceedings to recover all assets of the Debtor and
property of the Debtor's estate, wherever located, including any Causes of
Action under sections 510, 541, 542, 544 through 551 and 553(b) of the
Bankruptcy Code, and any other Causes of Action or rights to payment of Claims,
that belong to the Debtor, that may be pending on the Confirmation Date or that
may be instituted at any time by the Reorganized Debtor thereafter, and (m) to
hear and determine any disputes respect to the Reorganized Debtor.

            15.02. Binding Effect of this Plan. The provisions of this Plan
shall be binding upon and inure to the benefit of the Debtor, the Reorganized
Debtor, any Entity bound by the provisions of this Plan pursuant to section
1141(a) of the Bankruptcy Code and their respective predecessors, successors,
assigns, agents, partners, officers and directors.

            15.03. Withdrawal of this Plan. The Debtor reserves the right, at
any time prior to the entry of the Confirmation Order, to revoke or withdraw
this Plan. If the Debtor revokes or withdraws this Plan or if the Confirmation
Date does not occur, then (i) this Plan shall be deemed null and void and (ii)
this Plan shall be of no effect and is vacated nunc pro tunc and the Chapter 11
Case shall continue as if this Plan and the Disclosure Statement had never been
filed and, in such event, the rights and obligations of the parties in interest
in the Chapter 11 Case shall not be affected nor shall said parties in interest
be bound by, for purposes of illustration only, and without limitation (a) this
Plan, (b) any statement, admission, commitment, valuation or representation
contained in this Plan or the Disclosure Statement, or (c) the classification
and proposed treatment (including any allowance) of any Claim under this Plan.

            15.04. Captions. Article and section captions used in this Plan are
for convenience only and shall not affect the construction of this Plan.

            15.05. Method of Notice. All notices required to be given under this
Plan, if any shall be in writing and shall be sent by (a) certified first class
mail, return receipt requested, postage prepaid (deemed given when received as
noted on return receipt), (b) overnight courier, freight prepaid, receipt
requested (deemed given when received as noted on receipt), (c) hand delivery,
receipt requested (deemed given when received as noted on receipt), or (d)
facsimile (deemed given when received as noted on confirmation report) provided
that the original shall contemporaneously be delivered pursuant to one of the
methods set forth in clauses (a), (b) or (c) of this section 15.05:


                                       17
<PAGE>

                              If to the Debtor or the Reorganized Debtor at:

                                  Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                  Park Avenue Tower
                                  65 East 55 Street
                                  New York, New York  10022
                                  Attn:  Matthew J. Gold, Esq.
                                  Telephone: (212) 451-2226
                                  Facsimile: (212) 451-2222

Any of the above may, from time to time, change its address for future notices
and other communications hereunder by filing a notice of the change of address
with the Bankruptcy Court. Counsel may deliver notices on behalf of its client.

            15.06. Amendments and Modifications to Plan. This Plan and the
Exhibits and Schedules attached hereto may be altered, amended or modified by
the Debtor before or after the Confirmation Date, as provided in section 1127 of
the Bankruptcy Code.

            15.07. Section 1125(e) of the Bankruptcy Code. The Debtor has, and
upon confirmation of this Plan shall be deemed to have, solicited acceptances of
this Plan in good faith and in compliance with the applicable provisions of the
Bankruptcy Code.

            15.08. Governing Law. Unless a rule of law or procedure is supplied
by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of
the State of Connecticut shall govern the construction, implementation and
enforcement of this Plan and any agreements, documents, and instruments executed
in connection with this Plan.

            15.09. Consent. Whenever pursuant to this Plan the consent or
approval of the Debtor shall be requested or required, no such consent shall be
effective unless set forth in a written instrument executed by the Debtor, as
the case may be, and given in advance of the action with respect to which such
consent or approval was requested.

            15.10. The Committee. On the date of the final distribution to all
Unsecured Claims as to which no objection has been made, the Committee shall be
dissolved and shall cease to function.

                                     Respectfully submitted,

                                     MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.


                                     By: /s/ David Allen
                                         ---------------------------------------
                                         President

THE DEBTOR
MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.


                                       18
<PAGE>

Jed Horwitt (ct04778)
ZEISLER & ZEISLER, P.C.
558 Clinton Avenue
P.O. Box 3186
Bridgeport, CT  06605
(203) 368-4234

      -and-

OLSHAN GRUNDMAN FROME
ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 E. 55th Street
New York, NY 10022
(212) 451-2300

ATTORNEYS FOR DEBTOR
AND DEBTOR-IN-POSSESSION


                                       19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>e500678_ex2-2.txt
<DESCRIPTION>ORDER CONFIRMING PLAN OF REORGANIZATION
<TEXT>

                         UNITED STATES BANKRUPTCY COURT
                             DISTRICT OF CONNECTICUT
                               BRIDGEPORT DIVISION

- --------------------------------x
In re:                          :
MPLC, INC., F/K/A THE MILLBROOK :                        CHAPTER 11
PRESS, INC.                     :
                                :                        CASE NO. 04-50145(AHWS)
             Debtor             :
- --------------------------------x

                     ORDER CONFIRMING PLAN OF REORGANIZATION

      The Plan of Reorganization dated January 25, 2005 filed by MPLC, Inc.,
formerly known as The Millbrook Press, Inc., having been transmitted to
creditors, equity security holders and other parties in interest;

      It having been determined after bearing on notice that the requirements
for confirmation set forth in 11 U.S.C. ss.1129(a) and (b) have been satisfied;

      IT IS HEREBY ORDERED that:

      The Plan of Reorganization (the "Plan") dated January 25, 2005 is
CONFIRMED: a copy of the confirmed plan is attached; and it is further

<PAGE>

      ORDERED that the Debtor is directed to file a Final Report with an
Application for Final Decree no later than April 29, 2005 unless that time is
extended by this Court.

      Dated at Bridgeport, Connecticut this 25th day of January, 2005.

                                                  BY THE COURT,


                                                  /s/ Alan H.W. Shiff
                                                  ------------------------------
                                                  Alan H.W. Shiff
                                                  United States Bankruptcy Judge
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>e500678_ex3-1.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

                     "RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            THE MILLBROOK PRESS INC."

      FIRST: The name of the corporation (hereinafter sometimes called the
"Corporation") is The Millbrook Press Inc.

      SECOND: The address, including street, number, city and county of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, County of New Castle, Delaware 19805-1297; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
Corporation Service Company.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

      FOURTH: The total number of shares of stock which the Corporation shall
have the authority to issue is thirteen million (13,000,000) shares, consisting
of (i) one million (1,000,000 shares of Preferred Stock, $.10 par value (the
"Preferred Stock") and (ii) twelve million (12,000,000) shares of Common Stock,
$.01 par value (the "Common Stock").

      A. Preferred Stock. The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Delaware. The number of
authorized shares of Preferred Stock may be increased (but not above the number
of authorized shares of the class) or decreased (but not below the number of
shares thereof then outstanding). Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or junior
to the Preferred Stock of any other series to the extent permitted by law. No
vote of the holders of the Preferred Stock or Common Stock shall be required in
connection with the designation or the issuance of any shares of any series of
any Preferred Stock authorized by and complying with the conditions herein, the
right to have such vote being expressly waived by all present and future holders
of the capital stock of the Corporation.

      B. Common Stock.

            Section 1. Voting. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of Common Stock
shall have one vote.

<PAGE>

            Section 2. Dividends. The holders of Common Stock shall be entitled
to receive dividends, when, as and if declared by the Board of Directors out of
funds legally available for such purpose and subject to any preferential
dividend rights of any then outstanding Preferred Stock.

            Section 3. Liquidation, Dissolution, Winding Up. After distribution
in full of the preferential amount, if any (fixed in accordance with the
provisions of paragraph A of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the Corporation,
the holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever kind available
for distribution to stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

      FIFTH: The name and the mailing address of the incorporator is as follows:

                  Robert Londin
                  Morrison Cohen Singer & Weinstein
                  750 Lexington Avenue
                  New York, New York 10022

      SIXTH: The Corporation is to have perpetual existence.

      SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution under Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or the stockholders
or class of stockholders of the Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation, as the case may be, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

      EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and its stockholders or
any class thereof, as the case may be, it is further provided:

<PAGE>

            1.    The management of the business and the conduct of the affairs
                  of the Corporation, including the election of the Chairman of
                  the Board of Directors, if any, the President, the Treasurer,
                  the Secretary, and other principal officers of the
                  Corporation, shall be vested in its Board of Directors. The
                  number of directors which shall constitute the whole Board of
                  Directors shall be fixed by, or in the manner provided in, the
                  By-Laws. The phrase "whole Board" and the phrase "total number
                  of directors" shall be deemed to have the same meaning, to
                  wit, the total number of directors which the Corporation would
                  have if there were no vacancies. No election of directors need
                  be by written ballot.

            2.    The original By-Laws of the Corporation shall be adopted by
                  the incorporator unless the Certificate of Incorporation shall
                  name the initial Board of Directors therein. Thereafter, the
                  power to make, alter, or repeal the By-Laws, and to adopt any
                  new By-Law, except a By-Law classifying directors for election
                  for staggered terms, shall be vested in the Board of
                  Directors.

            3.    Whenever the Corporation shall be authorized to issue only one
                  class of stock, each outstanding share shall entitle the
                  holder thereof to notice of, and the right to vote at, any
                  meeting of stockholders. Whenever the Corporation shall be
                  authorized to issue more than one class of stock, no
                  outstanding share of any class of stock which is denied voting
                  power under the provisions of the Certificate of Incorporation
                  shall entitle the holder thereof to notice of, and the right
                  to vote at, any meeting of stockholders, except as the
                  provisions of paragraph (b) (2) of Section 242 of the General
                  Corporation Law of the State of Delaware, as the same may be
                  amended and supplemented, shall otherwise require.

      NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
same may be amended and supplemented.

      TENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such offices, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      ELEVENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all

<PAGE>

rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.

Dated: December 16, 1996


                                                 /s/ Jeffrey Conrad
                                                 -------------------------------
                                                 Jeffrey Conrad, Chief Executive
                                                 Officer and President


/s/ Frank J. Farrell
- ---------------------------
Frank J. Farrell, Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>5
<FILENAME>e500678_ex3-2.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT, 10/12/04.
<TEXT>

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                     OF THE
                              MILLBROOK PRESS, INC.

                        Pursuant to a Court Order by the
                Bankruptcy Court for the District of Connecticut
                General Corporation Law of the State of Delaware

      THE MILLBROOK PRESS, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

            1. The name of the corporation is The Millbrook Press, Inc.

            2. Paragraph First of the Certificate of Incorporation of the
      Corporation is hereby amended and restated in its entirety to read as
      follows:

                  "FIRST: The name of the corporation (hereinafter sometimes
      called the "Corporation") is MPLC, Inc."

            3. The Amendment to the Certificate of Incorporation of the
      Corporation effected by this Certificate was ordered by the Bankruptcy
      Court for the District of Connecticut, Case No. 04-50145 (AHWS), in an
      order dated July 14, 2004 The Corporation had filed for bankruptcy
      protection on February 6, 2004,

                 [THE REST OF THIS PAGE IS INTENTIONALLY BLANK]

<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and acknowledged by its President on this 12th day of
October, 2004.

                                                       THE MILLBROOK PRESS, INC.


                                                       By: /s/ David Allen
                                                           ---------------------
                                                           David Allen
                                                           President


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>6
<FILENAME>e500678_ex3-3.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT, 4/8/05.
<TEXT>

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                     OF THE
                                   MPLC, INC.

                        Pursuant to a Court Order by the
                Bankruptcy Court for the District of Connecticut
                General Corporation Law of the State of Delaware

      MPLC, INC. (the "Corporation"), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify as follows:

            1. The name of the corporation is MPLC, Inc.

            2. The First Paragraph of Paragraph Fourth of the Restated
      Certificate of Incorporation of the Corporation is hereby amended and
      restated in its entirety to read as follows:

                        "FOURTH: The total number of shares of stock which the
                  Corporation shall have the authority to issue is seventy-six
                  million (76,000,000) shares, consisting of (i) one million
                  (1,000,000) shares of Preferred Stock, $.10 par value (the
                  "Preferred Stock") and (ii) seventy-five million (75,000,000
                  shares of Common Stock, $.01 par value (the "Common Stock")."

            3. The Amendment to the Certificate of Incorporation of the
      Corporation effected by this Certificate was ordered by the Bankruptcy
      Court for the District of Connecticut, Case No. 04-50145 (AHWS), in an
      order dated January 25, 2005. The Corporation had filed for bankruptcy
      protection on February 6, 2004,

                 [THE REST OF THIS PAGE IS INTENTIONALLY BLANK]

<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and acknowledged by its President on this 8th day of
April 8, 2005.

                                                     MPLC, INC.


                                                     By: /s/ David Allen
                                                         -----------------------
                                                         David Allen
                                                         President


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>7
<FILENAME>e500678_ex3-4.txt
<DESCRIPTION>BY LAWS
<TEXT>

                                     BY-LAWS

                                       OF

                           MILLBROOK ACQUISITION CORP.

                            (A Delaware Corporation)

                                   -----------

                                    ARTICLE 1

                                   DEFINITIONS

      As used in these By-laws, unless the context otherwise requires, the term:

      1.1 "Assistant Secretary" means an Assistant Secretary of the Corporation.

      1.2 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.

      1.3 "Board" means the Board of Directors of the Corporation.

      1.4 "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.

      1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

      1.6 "Corporation" means Millbrook Acquisition Corp.

      1.7 "Directors" means the directors of the Corporation.

      1.8 "General Corporation law" means the General Corporation Law of the
State of Delaware, as amended from time to time.

      1.9 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

      1.10 "President" means the President of the Corporation.

      1.11 "Secretary" means the Secretary of the Corporation.

      1.12 "Stockholders" means the stockholders of the Corporation.

<PAGE>

      1.13 "Stockholders' Agreement" means that certain Stockholders' Agreement
among the Corporation and its Stockholders.

      1.14 "Treasurer" means the Treasurer of the Corporation.

      1.15 Certain other capitalized terms used in these By-laws without
definitions have the meanings set forth in the Stockholders' Agreement.

                                    ARTICLE 2

                                  STOCKHOLDERS

      2.1 Place of Meetings. Every meeting of the stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed pursuant to the direction of the
Board in the notice of such meeting or in the waiver of notice thereof.

      2.2 Annual Meeting. A meeting of stockholders shall be held annually for
the election of directors or the transaction of other business at such hour and
on such business day in April or May as may be determined by the Board and
designated in the notice of meeting.

      2.3 Deferred Meeting for Election of Directors. Etc. If the annual meeting
of stockholders for the election of directors and the transaction of other
business is not held on the date fixed in Section 2.2, the Board shall call a
meeting of stockholders for the election of directors and the transaction of
other business as soon thereafter as convenient.

      2.4 Other Special Meetings. A special meeting of stockholders (other than
a special meeting for the election of directors), unless otherwise prescribed by
statute, may be called at any time by the Board. At any special meeting of
stockholders only such business may be transacted which is related to the
purpose or purposes of such meeting set forth in the notice thereof given
pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof given
pursuant to Section 2.7 of the By-laws.

      2.5 Fixing Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
date as the record date for any such determination of stockholders. Such date
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no such record
date is fixed:

            2.5.1 The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held;

<PAGE>

            2.5.2 The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent to such action is expressed;

            2.5.3 The record date for determining stockholders for any purpose
other than that specified in Sections 2.5.1 and 2.5.2 shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.
When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
mew record date for the adjourned meeting.

      2.6 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation Law
or the Certificate of Incorporation or the By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the stockholder at his or her address as it appears on the records
of the Corporation. An affidavit of the Secretary or an Assistant Secretary or
of the transfer agent of the Corporation that the notice required by this
section has been given shall, in the absence of fraud, be prima facie evidence
of the facts stated therein. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

      2.7 Waivers of Notice. Whenever notice is required to be given to any
stockholder under any provision of the General Corporation Law or of the
certificate of incorporation or the By-laws, a written waiver thereof, signed by
the stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

      2.8 List of Stockholders. The Secretary shall prepare and make, or cause
to be prepared and made, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in

<PAGE>

alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

      2.9 Quorum of Stockholders; Adjournment. The holders of a majority of the
shares of stock entitled to vote at any meeting of stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of stockholders, it shall be broken for purposes of such meeting by the
subsequent withdrawal of any stockholders necessary to constitute such quorum
prior to the adjournment of such meeting. The holders of a majority of the
shares of stock present in person or represented by proxy at any meeting of
stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place.

      2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his or her
name on the record of stockholders determined in accordance with Section 2.5 of
the By-laws. If the Certificate of Incorporation provides for more or less than
one vote for any share on any matter, every reference in the By-laws or the
General Corporation law to a majority or other proportion of Stock shall refer
to such majority or other proportion of the votes of such stock. The provisions
of Sections 212 and 217 of the General Corporation law shall apply in
determining whether any shares of capital stock may be voted and the persons, if
any, entitled to vote such shares; but the Corporation shall be protected in
treating the persons in whose names shares of capital stock stand on the record
of stockholders as owners thereof for all purposes. At any meeting of
stockholders at which a quorum is present, all matters, except as otherwise
provided by law or by the Certificate of Incorporation or by these By-laws or by
the Stockholders' Agreement, shall be decided by a majority of the votes cast at
such meeting by the holders of shares present in person or represented by proxy
and entitled to vote thereon. All elections of directors shall be by written
ballot unless otherwise provided in the Certificate of Incorporation. In voting
on any other question on which a vote by ballot is required by law, the voting
shall be by ballot. Each ballot shall be signed by the stockholder voting or by
his proxy, and shall state the number of shares voted. On all other questions,
the voting may be viva voce. Every stockholder entitled to vote at a meeting of
stockholders or to consent or dissent without a meeting may authorize another
person or persons to act for him by proxy. The validity and enforceability of
any proxy shall be determined in accordance with Section 212 of the General
Corporation Law.

      2.11 Selection and Duties of the Inspectors at Meetings of Stockholders.
The Board, in advance of any meeting of stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more

<PAGE>

inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. The inspector or inspectors
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, and determine the
result. On request of the person presiding at the meeting or any stockholder
entitled to vote thereat, the inspector or inspectors shall make a report in
writing of any challenge, question or matter determined by such inspector(s) and
execute a certificate of any fact found by such inspector(s). Any report or
certificate made by the inspector(s) shall be prima facie evidence of the facts
stated and of the vote as certified by such inspector(s).

      2.12 Organization. At every meeting of stockholders an officer or Director
of the Corporation chosen by the majority of the Board of Directors shall act as
chairperson of the meeting. The Secretary or in his or her absence one of the
Assistant Secretaries, shall act as secretary of the meeting. In case none of
the officers above designated to act as chairperson or secretary of the meeting,
respectively, shall be present, a chairperson or secretary of the meeting, as
the case may be, shall be chosen by a majority of the votes cast at such meeting
by the holders of shares of capital stock present in person or represented by
proxy and entitled to vote at the meeting.

      2.13 Order of Business. The order of business at all meetings of
stockholders shall be determined by the chairperson of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

      2.14 Written Consent of Stockholders Without a Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

      2.15 Certain Actions Requiring Management Group Vote. Notwithstanding the
foregoing, any vote of stockholders on a matter which requires the consent of a
Management Director under the Stockholders' Agreement shall not be valid unless
a majority of the shares of common stock owned of record and beneficially by the
Management Group is voted in favor of the action determined by the majority vote
of stockholders.

<PAGE>

                                    ARTICLE 3

                                    DIRECTORS

      3.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board. The Board may adopt such rules
and regulations, not inconsistent with the Certificate of Incorporation or the
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by the By-laws, the Board may exercise all powers and
perform all acts which are not required, by the By-laws or the Certificate of
Incorporation or by law, to be exercised and performed by the stockholders.

      3.2 Number; Qualification; Term of Office. The Board shall consist of one
or more members. The number of directors initially shall be less than two nor
more than five; and may thereafter be changed from time to time by action of the
stockholders or of the Board. Directors need not be stockholders. Each director
shall hold office until his or her successor is elected and qualified or until
his or her earlier death, resignation or removal.

      3.3 Election. Directors shall, except as otherwise required by law or by
the Certificate of Incorporation, be elected by a plurality of the votes cast at
a meeting of stockholders by the holders of shares entitled to vote in the
election.

      3.4 New Created Directorships and Vacancies. Unless otherwise provided in
the Certificate of Incorporation and subject to the provisions of the
Stockholders' Agreement, newly created directorships resulting from an increase
in the number of directors and vacancies occurring in the Board for any reason,
including the removal of directors without cause, may be filled by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, at any meeting of the Board or may be elected by a
plurality of the votes cast by the holders of shares of capital stock entitled
to vote in the election at a special meeting of stockholders called for that
purpose. A director elected to fill a vacancy shall be elected to hold office
until his or her successor is elected arid qualified, or until his or her
earlier death, resignation or removal.

      3.5 Resignations. Any director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.

      3.6 Removal of Directors. Except as otherwise provided by law or by the
provisions of the Stockholders' Agreement, any or all of the directors may be
removed with or without cause, by vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

<PAGE>

      3.7 Compensation. Each director, in consideration of his or her service as
such, shall be entitled to receive from the Corporation such amount per annum
(or other compensation, including options to acquire shares of the Corporation's
capital stock) or such fees for attendance at directors' meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable expenses incurred by him or her in connection with the performance of
such director's duties. Each director who shall serve as a member of any
committee of directors in consideration of his or her serving as such shall be
entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board may from time to time determine,
together with reimbursement for the reasonable expenses incurred by him or her
in the performance of such director's duties. Nothing contained in this section
shall preclude any director from serving the Corporation or its subsidiaries in
any other capacity and receiving proper compensation therefor.

      3.8 Place and Time of Meetings of the Board. Meetings of the Board,
regular or may be held at any place within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to resolution of the Board)
in the notice of the meeting.

      3.9 Annual Meetings. On the day when and at the place where the annual
meeting of stockholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purpose of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
of the By-laws for special meetings of the Board or in a waiver of notice
thereof.

      3.10 Regular Meetings. Regular meetings of the Board may be held at such
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.

      3.11 Special Meetings. Special meetings of the Board shall be held
whenever called by the President or the Secretary or by any two or more
directors. Notice of each special meeting of the Board shall, if mailed, be
addressed to each director at the address designated by him or her for that
purpose or, if none is designated, at such director's last known address at
least five (5) days before the date on which the meeting is to be held; or such
notice shall be sent to each director at such address by telegraph, cable, or
telecopier (with confirmation of receipt), or be delivered to him or her
personally, at least two (2) days before the date on which such meeting is to be
held. Every such notice shall state the time and place of the meeting but need
not state the purposes of the meeting, except to the extent required by law. If
mailed, each notice shall be deemed given when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive care and
custody of the United States Posta1 Service. Such mailing shall be by first
class mail.

<PAGE>

      3.12 Adjourned Meetings. A majority of the directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of he Board need not be given to any director whether or not
present at the time of the adjournment. Any business may be transacted at any
adjourned meeting that might have been transacted at the meeting as originally
called.

      3.13 Waiver of Notice. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
General Corporation Law or the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.

      3.14 Organization. At each meeting of the Board, a chairperson designated
by the majority of the directors present, or, in the absence of such
designation, the President of the Corporation shall preside. The Secretary shall
act as secretary at each meeting of the Board. In case the Secretary shall be
absent from any meeting of the Board, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of
the Secretary and Assistant secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.

      3.15 Quorum of Directors. Three directors then in office shall constitute
a quorum for the transaction of business or of any specified item of business at
any meeting of the Board.

      3.16 Action by the Board. All corporate action taken by the Board or any
committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.16 shall constitute presence in person at such meeting. Except as set
forth in Section 5.6 of the Stockholders' Agreement and except as otherwise
provided by the Certificate of Incorporation or by law, the vote of a majority
of the directors present (including those who participate by means of conference
telephone or similar communications equipment) at the time of the vote, if a
quorum is present at such time, shall be the act of the Board.

<PAGE>

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

      The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. Subject to the Stockholders' Agreement, the
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Subject to the Stockholders' Agreement, in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member(s) constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or revocation of a
dissolution, or amending the By-laws of the Corporation; and unless the
resolution designating it expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the of stock.

                                    ARTICLE 5

                                    OFFICERS

      5.1 Officers. The Board shall elect a President, a Secretary and a
Treasurer, and may elect or appoint one or more Vice Presidents and such other
officers as it may determine. The Board may designate one or more Vice
Presidents as Executive Vice Presidents, and may use descriptive words or
phrases to designate the standing, seniority or area of special competence of
the Vice Presidents elected by appointed by it. Each officer shall hold his
office until his or her successor is elected and qualified or until such
officer's earlier death, resignation or removal in the manner provided in
Section 5.2 of the By-laws. Any two or more offices may be held in the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his or her duties, in such amount and with such
sureties as the Board may determine. All officers, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in the By-laws or as the Board may from
time to time determine.

      5.2 Removal of Officers. Any officers elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to such officer's contract rights, if
any. The election or appointment of an officer shall not of itself create
contract rights.

<PAGE>

      5.3 Resignations. Any officer may resign at any time in writing by
notifying the Board or the President or the Secretary. Such resignation shall
take effect at the date of receipt of such notice or at such later time as is
therein specified, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of an
officer shall be without prejudice to the contract rights of Corporation, if
any.

      5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.

      5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that such officer
is also a director.

      5.6 President. The President shall have general supervision over the
business of the Corporation, subject, however, to the control of the Board and
of any duly authorized committee of directors. The President may, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation. The President
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments authorized by the Board, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and, in general the
President shall perform all duties incident to the office of President and such
other duties as from time to time may be assigned to the President by the Board.

      5.7 Vice Presidents. At the request of the President, or in the
President's at the request of the Board, the Vice Presidents shall (in such
order as may be designated by the Board or in the absence of any such
designation in order of seniority based on age) perform all of the duties of the
President and so acting shall have all the powers of arid be subject to all
restrictions upon the President. Any Vice President may also, with the Secretary
or Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation; may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts, and
other instruments authorized by the Board, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by the By-laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be signed or executed; and shall perform such other duties as from
time to time may be assigned to him or her by the Board or by the President.

      5.8 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; the
secretary shall see that all notices required to be given by the Corporation are
duly given and served; the secretary may, with the President or Vice President,
sign certificates for shares of capital stock of the Corporation; the Secretary
shall be custodian of the seal of the Corporation, or facsimile thereof, all
certificates for shares of capital stock of the Corporation and all documents
the execution of which on behalf of the Corporation under its corporate seal is
authorized in accordance with the provisions of the By-laws; the Secretary shall

<PAGE>

have charge of the stock ledger and also of the other books, records and papers
of the Corporation relating to its organization and management as a Corporation,
and shall see that the reports, statements and other documents required by law
are properly kept and filed; and shall, in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Board or by the President.

      5.9 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
By-laws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by the
Treasurer or under the Treasurer's direction full and adequate account of all
moneys received or paid by the Treasurer for the account of the Corporation;
have the right to require, from time to time, reports or statements giving such
information as the Treasurer may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President or the Board, whenever the President or the Board,
respectively, shall require the Treasurer to do so, an account of the financial
condition of the Corporation and of all his or her transactions as Treasurer;
exhibit at all reasonable times his or her books of account and other records to
any of the directors upon application at the office of the Corporation where
such books and records are kept; and in general, perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to the Treasurer by the Board or by the President; and the Treasurer
may sign, with the President, or a Vice President certificates for shares of
capital stock of the corporation.

      5.10 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board or by the
President. Assistant Secretaries and Assistant Treasurers may, with the
President or a Vice President, sign certificates for shares of capital stock of
the Corporation.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

      6.1 Execution of Contracts. The Board may authorize any officer, employee
or agent, in the name and on behalf of the Corporation, to enter into any
contract or execute and satisfy any instruments, and any such authority may be
general or confined to Specific instances, or otherwise limited.

      6.2 Loans. Upon the authorization of the Board, the President or any other
officer, employee or agent authorized by the By-laws or by the Board may effect
loans and advances at any time for the Corporation from any bank, trust company
or other institution or from any firm, corporation or individual and for such
loans and advances may make, execute and deliver promissory notes, bonds or

<PAGE>

other certificates or evidences of indebtedness of the Corporation, and when
authorized by the Board to do so may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances or otherwise limited.

      6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.

      6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositaries as the Board may select or as may be selected by
an officer, employee or agent of the Corporation to whom such power may from
time to time be delegated by the Board.

                                    ARTICLE 7

                               STOCK AND DIVIDENDS

      7.1 Certificates Representing Shares. The shares of capital stock of the
Corporation shall be represented by certificates in such form (consistent with
the provisions of section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and may be sealed with the seal of the Corporation or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or registrar
other than the Corporation itself or its officers or employee. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may, unless otherwise ordered by the Board, be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.

      7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by such holder's duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent or
registrar of the Corporation, and on surrender of the certificate or
certificates representing such shares of capital stock properly endorsed for
transfer and upon payment of all necessary transfer taxes. Every certificate
exchanged, or surrendered to the Corporation shall be marked "Canceled," with
the date of cancellation, by the Secretary or an Assistant Secretary or the
transfer agent or registrar of the Corporation. A person in whose name shares of
capital stock shall stand on the books of the Corporation shall be deemed the
owner thereof to receive dividends, to vote as such owner and for all other
purposes as respects the Corporation. No transfer of shares of capital stock
shall be valid as against the Corporation, its stockholders and creditors for
any purpose, except to render the transferee liable for the debts of the
Corporation to the extent provided by law, until such transfer shall have been
entered on the books of the Corporation by an entry showing from and to whom
transferred.

<PAGE>

      7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agent and registry offices or agents at
such place or places as may be determined from time to time by the Board.

      7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, stolen or mutilated. The
Board may, in its discretion, as a condition to the issue of any such new
certificate require the owner of the loss, stolen or mutilated certificate, or
such owner's legal representatives, to make proof satisfactory to the Board of
such loss, destruction, theft or mutilation and to advertise such fact in such
manner as the Board may require, and to give the Corporation and its transfer
agents and registrars, or such of them as the Board may require, a bond in such
form, in such sum and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claims that may be made against any of them on account of the continued
existence of any such certificate so alleged to have been lost, destroyed,
stolen or mutilated and against any expense in connection with such claim.

      7.5 Regulations. The Board may make such rules and regulations as it may
deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.

      7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such capital
stock, a restriction, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration of
transfer of capital stock of the Corporation may be imposed either by the
Certificate of Incorporation, by the provisions of the Stockholders' Agreement
or by any other agreement among any number of stockholders or among such
stockholders and the Corporation. No restriction so imposed shall be binding
with respect to capital stock issued prior to the adoption of the restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.

      7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate
of Incorporation and of law, the Board:

            7.7.1 May declare and pay dividends or make other distributions on
the outstanding shares of capital stock in such amounts and at such time or
times as, in its discretion, the condition of the affairs of the Corporation
shall render advisable;

<PAGE>

            7.7.2 May use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness;

            7.7.3 May set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.

                                    ARTICLE 8

                                 INDEMNIFICATION

      The Corporation shall have the power to indemnify its officers, directors,
employees, and agents, and such other persons as may be designated by the Board
or as may be provided in its By-laws, to the full extent permitted by the laws
of the State of Delaware.

                                    ARTICLE 9

                                BOOKS AND RECORDS

      9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation in Delaware, a
record containing the names and addresses of all stockholders, the number and
class of shares held by each and the dates when they respectively became the
owners of record thereof.

      9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business including its stock ledger, books of account, and
minute books, may be kept on, or be in the form of, diskettes, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible written form
within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.

      9.3 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations the accounts, books, minutes and other
records of the Corporation shall be open to the inspection of any stockholder or
director.

<PAGE>

                                   ARTICLE 10

                                      SEAL

      The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Delaware."

                                   ARTICLE 11

                                   FISCAL YEAR

      The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.

                                   ARTICLE 12

                              VOTING OF SHARES HELD

      To the extent expressly authorized to do so by resolution of the Board,
the president may, from time to time, appoint one or more attorneys or agents of
the Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of stock or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as the
President may deem necessary or proper in the premises; or to the extent
expressly authorized to do so by the Board, the President may attend in person
any meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.

                                   ARTICLE 13

                                   AMENDMENTS

      The By-laws may be altered, amended, supplemented or repealed, or new
By-laws may be adopted, by vote of the holders of the shares entitled to vote in
the election of directors. The By-laws may be altered, amended, supplemented,
repealed, or new By-laws may be adopted, by the Board, provided that the vote of
a majority of the entire Board shall be required to change the number of
authorized directors. Any By-laws adopted, altered, amended or supplemented by
the Board may be altered, amended or supplemented or repealed by the
stockholders entitled to vote thereon. Notwithstanding the foregoing, the
By-laws may not be amended in a manner which violates the provisions of the
Stockholders' Agreement.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>8
<FILENAME>e500678_ex4-1.txt
<DESCRIPTION>MPLC STOCK CERTIFICATE
<TEXT>

                             [FRONT OF CERTIFICATE]

NUMBER                                                                    SHARES
MBP _______

                            THE MILLBROOK PRESS INC.

            The name of the corporate has been changed to MPLC, Inc.

INCORPORATED UNDER THE LAWS                                  SEE REVERSE FOR
OF THE STATE OF DELAWARE                                     CERTAIN DEFINITIONS

                                                             CUSIP 600179 10 5

THIS CERTIFIES THAT

IS THE OWNER OF

 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON SHARES, PAR VALUE $.0001 PER
                                   SHARE, OF

                            THE MILLBROOK PRESS INC.

(hereinafter the Corporation) transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney, upon surrender of
this certificate properly endorsed.

      This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

      Witness the facsimile seal and facsimile signatures of its duly authorized
officers.

Dated:


      /s/ Illegible                 [SEAL]                   /s/ Illegible

        SECRETARY                                              PRESIDENT

COUNTERSIGNED AND REGISTERED:
         CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                           (Jersey City, NJ)
                           TRANSFER AGENT AND REGISTRAR,


BY                                      /s/ Illegible

                                        AUTHORIZED OFFICER

<PAGE>

                              [BACK OF CERTIFICATE]

                            THE MILLBROOK PRESS INC.

      The Corporation will furnish without charge to each stockholder who so
requests a statement of the designations, powers, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to the Corporation
or the Transfer Agent.

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT--______Custodian_______
                                                          (Cust)         (Minor)
TEN ENT - as tenants by the            under Uniform Gifts to Minors
          entireties                   Act _____________________________________
                                                         (State)
JT TEN  - as joint tenants with right
          of survivorship and not as
          tenants in common

     Additional abbreviations may also be used though not in the above list.

      For value received, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------

- --------------------------------------------------------------------------------
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------shares

Of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

<PAGE>

- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.

DATED_______________________________

                            ____________________________________________________

                            NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                    CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                    FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                                    WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                    CHANGE WHATEVER.

      Signature(s) Guaranteed:

      ______________________________________

      THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15.

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL
OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
TRANSACTION QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER." LEG M275A
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>e500678_ex10-1.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>

                                ESCROW AGREEMENT

            THIS ESCROW AGREEMENT made this 26th day of April, 2005 (this
"Agreement") by and among MPLC, Inc., a Delaware corporation ("MPLC"), Frank
Farrell, on behalf of the current stockholders of MPLC (the "Designated
Representative"), DAVID ALLEN, President ("Escrow Administrator") and NORTH FORK
BANK, a New York banking corporation, as escrow agent (the "Escrow Agent").

                                    RECITALS

            WHEREAS, MPLC, and First Americas Partners, LLC ("First Americas")
are parties to that certain Stock Purchase Agreement dated January 24, 2005 (the
"Purchase Agreement") pursuant to which First Americas is acquiring shares of
MPLC's common stock, $.01 par value which, after giving effect to such sale,
shall constitute 90% of MPLC's common stock on a fully-diluted basis;

            WHEREAS, MPLC's plan of reorganization, which included the
transactions contemplated by the Purchase Agreement, including this Escrow
Agreement, has been approved (the "Plan");

            WHEREAS, the Plan contemplates that the current stockholders of MPLC
shall appoint a committee to represent them to oversee distributions to the
current stockholders of MPLC and such committee is composed of a single member,
the Designated Representative;

            WHEREAS, pursuant to Section 5.5 of the Purchase Agreement to the
extent that, immediately prior to the closing of the Purchase Agreement, MPLC
has Allowed Claims or Administrative Expenses (each as defined in the Plan) that
have not been satisfied (collectively, the "Outstanding Claims") then at such
time MPLC and the Designated Representative on behalf of the current
stockholders will enter into an escrow agreement with an escrow agent to be
agreed to by the Designated Representative and MPLC.

            WHEREAS immediately prior to the closing of the Purchase Agreement
MPLC will deposit into an escrow account with Escrow Agent [$1,300,000.00]
("Initial Escrow").

            WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, MPLC and
the Designated Representative have appointed David Allen to act as the
administrator of the Escrowed Amount (the "Escrow Administrator") with the
authority on behalf of the current stockholders and MPLC to (i) settle any of
the Outstanding Claims and (ii) make interim distributions to the current
stockholders assuming there is a sufficient reserve for Outstanding Claims; and

            WHEREAS, MPLC and the Designated Representative are desirous of
entering into this Agreement and appointing as escrow agent hereunder Escrow
Agent, and Escrow Agent is willing to act in such capacity on the terms and
conditions set forth herein.

<PAGE>

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and subject to the conditions hereinafter set
forth, the parties hereto agree as follows:

            1. Establishment of Escrow Account. MPLC and the Designated
Representative hereby appoint Escrow Agent as escrow agent for purposes of this
Agreement and Escrow Agent accepts such appointment subject to the terms and
conditions of this Agreement. Concurrently with the execution of this Agreement,
the Escrow Agent shall establish an interest bearing account in the name of
Millbrook Press Liquidation Company Inc. (the "Escrow Account"), account
#9614024777, subject to the terms and conditions of this Agreement and to the
extent not inconsistent with the terms hereof, Escrow Agent's customary
procedures as set forth in Escrow Agent's applicable disclosures.

            2. Deposit of Property. Concurrently with the execution of this
Agreement, MPLC is delivering the Initial Escrow to Escrow Agent. In addition,
from time to time at Escrow Administrator's discretion, the Escrow Administrator
on behalf of MPLC and the current stockholders of MPLC shall cause to be
delivered to the Escrow Agent the Additional Escrow.

            3. Escrow Instructions.

            (a) Escrow Agent shall, and is hereby directed to, deliver from the
Escrowed Amount upon joint written instructions from the Designated
Representative and the Escrow Administrator such amounts which are determined by
the Escrow Administrator to be necessary to enable the Escrow Administrator to
(i) settle any of the Outstanding Claims and (ii) make interim distributions to
the current stockholders assuming that there is a sufficient reserve in the
Escrowed Amount to cover any Outstanding Claims. At such time as all of the
Outstanding Claims are settled, then upon joint written instructions from the
Escrow Administrator and the Designated Representative, the Escrow Agent shall
release any amounts remaining in the Escrow Account to such entity as is
directed in such written instructions to enable the remaining balance of the
Escrowed Amount to be distributed to Current Stockholders. In addition, the
Escrow Agent shall be authorized to make distributions from the Escrowed Amount
upon the issuance of a final non-appealable order of a court of competent
jurisdiction directing the delivery of the Escrow Fund in a particular manner.

            4. Language Concerning the Escrow Agent. To induce the Escrow Agent
to act hereunder, it is further agreed by the undersigned that:

            (a) The Escrow Agent shall not be under any duty to give the
Escrowed Amount held by it hereunder any greater degree of care than it gives
its own similar property and shall not be required to invest any funds held
hereunder.

            (b) This Escrow Agreement expressly sets forth all the duties of the
Escrow Agent with respect to any and all matters pertinent hereto. No implied
duties or obligations shall be read into this agreement against the Escrow
Agent. The Escrow Agent shall not be bound by the provisions of any agreement
among the other parties hereto (including the Purchase Agreement) except this
Escrow Agreement. The Escrow Agent shall have no duty to enforce any obligation


                                       2
<PAGE>

of any person to make any payment or delivery or to direct or cause any payment
or delivery to be made or to enforce any obligation of any person to perform any
other act. The Escrow Agent shall be under no liability to the other parties
hereto or to anyone else by reason of any failure on the part of any other party
heretofore, any maker, guarantor, endorser or other signatory of any document or
any other person to perform such person's obligations under any such document.

            (c) The Escrow Agent shall not be liable to the other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered
by it to be taken or omitted in good faith and in the exercise of its own
judgment, except in the event of its willful misconduct or gross negligence.
Except with respect to claims based upon such gross negligence or willful
misconduct that are successfully asserted against the Escrow Agent, the other
parties hereto shall jointly and severally indemnify and hold harmless the
Escrow Agent (and any successor Escrow Agent) from and against any and all
losses, liabilities, claims, actions, damages and expenses, including reasonable
attorneys' fees (either paid to retain attorneys or amounts representing the
fair value of legal services rendered to or for itself) and disbursements
(whether to a third party or for services rendered to itself) actually incurred,
arising out of and in connection with this Escrow Agreement. The Escrow Agent is
hereby granted a security interest in, and shall have a first lien on, the
Escrowed Amount for any such losses, liabilities, claims, actions, damages and
expenses. In furtherance of and without limiting the foregoing, the Escrow Agent
shall not be liable for an damage or loss resulting from any delay or failure of
performance arising out of the acts or omissions of any third parties,
including, but not limited to various communication services, courier services,
the Federal Reserve System, any other bank or any third party who may be
affected by funds transactions, fire, mechanical, computer or electrical
failures or other unforeseen contingencies, strikes or other causes beyond the
reasonable control of Escrow Agent. In no event shall Escrow Agent be liable for
lost profits or consequential, special, direct, indirect or punitive damages
even if Escrow Agent has been advised of the possibility of the foregoing.

            (d) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity of the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that any person purporting
to give receipt or advice or make any statement or execute any document in
connection with the provisions hereof has been duly authorized to do so. The
Escrow Agent shall have no responsibility with respect to the use or application
of any funds or other property paid or delivered by the Escrow Agent pursuant to
the provisions hereof.

            (e) The Escrow Agent may act pursuant to the advice of counsel with
respect to any matter relating to this Escrow Agreement and shall not be liable
for any action taken or omitted in good faith in accordance with such advice.
The other parties hereto jointly and severally, agree to reimburse Escrow Agent
for all reasonable counsel fees incurred by Escrow Agent pursuant to this
Section 3(e).


                                       3
<PAGE>

            (f) The Escrow Agent does not have any interest in the Escrowed
Amount deposited hereunder but is serving as escrow agent only. Any payments of
income from this Escrow Account shall be subject to withholding regulations then
in force with respect to United States taxes. The parties hereto will provide
the Escrow Agent with appropriate W-9 forms for tax I.D. It is understood that
the Escrow Agent shall be responsible for income reporting only with respect to
interest earned on the Escrowed Amount and is not responsible for any other
reporting. The other parties hereto jointly and severally agree to indemnify the
Escrow Agent for any tax liability, penalties, or interest, incurred by the
Escrow Agent arising hereunder and agree to pay in full any such tax liability
together with penalty and interest if any is ultimately assessed against the
Escrow Agent for any reason as a result of its actions hereunder (except for
Escrow Agent's individual tax liability) This paragraph and paragraph 3(c) shall
survive notwithstanding any termination of this Escrow Agreement or the
resignation of the Escrow Agent.

            (g) The Escrow Agent makes no representation as to the validity,
value, genuineness or the collectability of any funds or other document or
instrument held by or delivered to it.

            (h) The Escrow Agent shall not be called upon to advise any party as
to the wisdom in selling or retaining or taking or refraining from any action
with respect to any property deposited hereunder.

            (i) The Escrow Agent (and any successor Escrow Agent) may at any
time resign for any reason upon thirty (30) days prior written notice to the
Escrow Administrator and the Designated Representative specifying the date upon
which such resignation shall take effect. In the event of such resignation, upon
the expiration of the thirty (30) day period, the Escrow Agent may deliver the
Escrowed Amount to any successor escrow agent appointed by Escrow Administrator
and the Designated Representative; or if no successor has been appointed, to any
court of competent jurisdiction, whereupon the Escrow Agent shall be discharged
of and from any and all further obligations arising in connection with this
Escrow Agreement.

            (j) The Escrow Agent shall have no responsibility for the contents
of any writing of any third party contemplated herein as a means to resolve
disputes and may rely without any liability upon the contents thereof.

            (k) In the event of any disagreement between the other parties
hereto resulting in adverse claims or demands being made in connection with the
Escrowed Amount, or in the event that the Escrow Agent in good faith is in doubt
as to what action it should take hereunder, the Escrow Agent shall be entitled
to (i) refrain from taking any action other than to keep the Escrowed Amount
until such time as Escrow Agent shall have received either a final
non-appealable order of a court of competent jurisdiction directing delivery of
the Escrowed Amount or a written agreement executed by the Escrow Administrator
and the Designated Representative directing delivery of the Escrowed Amount, in
which event the Escrow Agent shall disburse the Escrowed Amount in accordance
with such order or agreement or (ii) deposit at any time the Escrowed Amount
into any court of competent jurisdiction and to commence an action in the nature
of interpleader at the cost and expense of MPLC and Designated Representative to
adjudicate the parties' rights thereto and thereafter shall have no further
obligations or liabilities to anyone under this Agreement. Any court order shall
be accompanied by a legal opinion by counsel for the presenting party reasonably
satisfactory to the Escrow Agent to the effect that said order is final and
non-appealable.


                                       4
<PAGE>

            (l) The Designated Representative and the Escrow Administrator
agrees to reimburse the Escrow Agent upon demand for all reasonable expenses,
disbursements and advances incurred or made by the Escrow Agent in performance
of its duties hereunder (including reasonable attorneys fees and expenses).

            (m) Unless otherwise agreed to by the parties, the exclusive forum
for resolving disputes between the parties arising out of this Escrow Agreement
shall be the United States Bankruptcy Court until a final decree of bankruptcy
has been issued. Any action arising out of or concerning this Agreement shall be
heard by a judge sitting without a jury. The parties hereto submit to the
exclusive jurisdiction of the state court of the State of New York and waive any
defense of inconvenient forum.

            (n) No printed or other matter in any language (including without
limitation prospectuses, notices, reports and promotional material) that
mentions the Escrow Agent's name or the rights, powers, or duties of the Escrow
Agent shall be issued by the other parties hereto or on such parties' behalf
unless the Escrow Agent shall first have given its specific written consent
thereto.

            (o) This Escrow Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their respective successors and assigns
and shall not be enforceable by or inure to the benefit of any third party
except as provided in paragraph (i) with respect to a resignation by the Escrow
Agent. No party may assign any of its rights or obligations under this Escrow
Agreement without the written consent of the other parties. This Escrow
Agreement shall be construed in accordance with and governed by the internal
laws of the State of New York, without giving effect to the choice of law rules.

            (p) This Escrow Agreement may be modified, amended or supplemented
only by a writing signed by all of the parties hereto, and no waiver hereunder
shall be effective unless in writing signed by the party to be charged.

            (q) Upon delivery by the Escrow Agent of the entire Escrowed Amount
in accordance with this Escrow Agreement, the Escrow Agent shall be discharged
from all of its obligations hereunder.

            5. Notices. Any notice required by or permitted to be given in
connection with this Agreement shall be in writing, and shall be delivered by
hand to the addresses listed below or by next-business day delivery service or
sent by facsimile or certified or registered mail, return receipt requested,
postage prepaid, to the respective parties as provided below.


                                       5
<PAGE>

      If to MPLC:

      MPLC
      2 Old New Milford Road
      Brookfield, Connecticut 06804

      If to the Escrow Administrator:

      Mr. Dave Allen
      40 Edinburgh Lane
      Madison, Connecticut 06443

      If to the Designated Representative:

      Mr. Frank Farrell
      287 Devonshire Lane
      Orange Park County Club
      Orange Park, Florida 32073

      With a copy to:

      Mr. Ken Schlesinger
      Olshan, Grundman, Frome, Rosenzweig and Wolosky
      Park Avenue Tower
      65 East 65th St.
      New York, New York 10022

      If to Escrow Agent:

      North Fork Bank
      424 Madison Avenue
      Second Floor
      New York, New York
      Attn: Richard Stein
      Facsimile: 212-527-2696

            Each of the parties may change the address to which it desires
notices to be sent if it notifies the other parties of such change in accordance
with the provisions of this Section 4. Any notice will be deemed to be given:
(i) when received at the appropriate address(es), if delivered by hand, (ii) on
the next business day after the day when properly dispatched by next-business
day delivery service, (iii) on the day sent by telecopy (confirmation received)
if sent on a business day (and otherwise on the first business day thereafter)
and, (iv) if mailed, three business days after deposit in the United States
mail, properly addressed, with proper postage affixed.

            6. Termination. Except as otherwise set forth herein, this Agreement
shall terminate upon the release of all of the Escrowed Amount pursuant to
Section 2 hereof.


                                       6
<PAGE>

            7. Designated Representative. The Designated Representative shall
act as the representative of the Current Shareholders and shall be authorized to
act on behalf of the Current Shareholders and to take any and all actions
required or permitted to be taken by current shareholders under this Agreement.
In all matters relating to this Agreement, the Designated Representative shall
be the only party entitled to assert the rights of the current shareholders and
the Designated Representative shall perform all of the obligations of current
shareholders hereunder. Escrow Agent shall be entitled to rely on all
statements, representations and decisions of Designated Representative. The
current shareholders shall be bound by all actions taken by the Designated
Representative in his capacity thereof and agree that any notice given to the
Designated Representative in accordance with the terms hereof shall be deemed to
have been given to each of the current shareholders.

            8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

            9. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the subject
matter described herein and supersedes all prior agreements or understandings,
written or oral, between the parties with respect thereto. The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach.

            10. Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall not affect the validity or
enforceability of any other provision in such jurisdiction or the validity or
enforceability of such provision in any other jurisdiction.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.

                                     MPLC, INC.


                                     By: /s/ David Allen
                                     -------------------------------------------
                                     Name: David Allen
                                     Title: President


                                     /s/ David Allen
                                     -------------------------------------------
                                     David Allen, as Escrow Administrator


                                     /s/ Frank Farrell
                                     -------------------------------------------
                                     Frank Farrell, as Designated Representative


                                       7
<PAGE>

Agreed and Accepted:

The Escrow Agent:

[                                    ]


/s/ Richard Stein
- -------------------------------------
Name:  Richard Stein
Title: Senior Managing Director/SVP


                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>10
<FILENAME>e500678_ex10-2.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

      AGREEMENT (the "Agreement") dated April 26, 2005, between MPLC, Inc., a
Delaware corporation, as debtor and debtor-in-possession (the "Company"), David
Allen ("Allen") and First Americas Partners, LLC (the "Purchaser").

Reference is made to the Purchase Agreement, dated as of January 24, 2005,
between the Company and the Purchaser, as amended by the Agreements between the
Company and the Purchaser dated March 30, 2005, April 7, 2005 and April 12, 2005
(the "Purchase Agreement"). Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Purchase Agreement.

This letter will confirm the understanding of the Company, Allen and the
Purchaser with respect to the Company's bank account (Acct. No. 001-7024836)
with Peoples Bank in Bridgeport, CT (the "Account").

The parties hereby agree as follows:

      1.    The Account shall remain open subsequent to the Closing. The parties
            intend that the funds in the Account will be used to conclude the
            bankruptcy business of the Company, including such activities as
            collecting outstanding amounts receivable, clearing checks already
            written and issuing checks for remaining expenses and items in
            accordance with the Plan and the Purchase Agreement. In addition,
            the funds in the Account shall be used to pay obligations for which
            the Company is required to reserve pursuant to the Purchase
            Agreement, including without limitation amounts due for taxes for
            all periods prior to the Closing Date.

      2.    Allen shall remain the sole authorized signor of the Account and
            shall conduct the bankruptcy business of the Seller from the
            Account. Notwithstanding the foregoing, Allen shall not undertake
            any action with respect to the Account that does not comply with the
            Plan and the Purchase Agreement.

      3.    Allen shall use his best efforts to conclude the bankruptcy business
            of the Seller within 90 days after the Closing.

      4.    At such time as the bankruptcy business of the Company is concluded,
            Allen shall cause all funds remaining in the Account to be
            transferred to the escrow account established for the benefit of the
            Company's shareholders prior to the Closing. After the foregoing
            transfer, Allen shall cause the Account to be closed.

      5.    The Purchaser agrees that it has no claim to the funds in the
            Account, other than the right to benefit from the payment by the
            Company out of the Account of all amounts for which the Company is
            required to establish reserves pursuant to the Purchase Agreement.

<PAGE>

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

                                                MPLC, Inc., Debtor and Debtor in
                                                Possession


                                                By: /s/ David Allen
                                                    ----------------------------
                                                Name:  David Allen
                                                Title: President

                                                First Americas Partners, LLC


                                                By: /s/ Isaac Kier
                                                    ----------------------------
                                                Name:  Isaac Kier
                                                Title: Sole Member


                                                /s/ David Allen
                                                --------------------------------
                                                David Allen
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
