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<FILENAME>v055561_8k.txt
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) October 24, 2006

                                   MPLC, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                       34-51353                 06-1390025
(State or Other Jurisdiction     (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)

                      2121 Avenue of the Stars, Suite 1650
                          Los Angeles, California 90067

                         (Address of principal executive
                           offices including zip code)

                                 (310) 601-2500

                         (Registrant's telephone number,
                              including area code)

                  1775 Broadway, Suite 604, New York, NY 10019
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On October 24, 2006, we entered into a Common Stock Purchase Agreement
with Trinad Capital Master Fund, Ltd. ("Trinad") and certain of our
stockholders, pursuant to which we have agreed to sell an aggregate of
69,750,000 shares of our common stock ("Common Stock"), representing 93% of our
issued and outstanding shares of Common Stock on the closing date, to Trinad in
a private placement transaction for aggregate gross proceeds to us of $750,000,
$547,719.75 of which was used for the redemption described below, and
$202,280.25 was used to pay all liabilities of the Company owed to Isaac Kier, a
director and the former president, treasurer and secretary of the Company. The
source of such capital was Trinad's working capital. The sale of the shares to
Trinad, an accredited investor, was made pursuant to the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

      Simultaneously with the sale of shares of Common Stock to Trinad, the
Company redeemed 23,448,870 shares of Common Stock from certain stockholders of
the Company for a purchase price of $547,719.75. In addition, following closing,
Isaac Kier or First Americas Management LLC, an affiliate of Mr. Kier, was no
longer obligated to provide office space or services to the Company.

Item 3.02. Unregistered Sales of Equity Securities

      As disclosed in Item 1.01 above.

Item 5.01. Changes in Control of Registrant.

      As disclosed in Item 1.01 above.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      Effective upon the closing of the Common Stock Purchase Agreement (a) Sid
Banon resigned as a Director of the Company, (b) Isaac Kier resigned as
President, Treasurer and Secretary of the Company, (c) each of Robert S. Ellin
and Barry I. Regenstein was appointed a Director of the Company, and will hold
the seat until the next annual shareholder meeting can be held and until his
successor is duly elected and qualified, (d) Robert S. Ellin was appointed as
the Chief Executive Officer and President of the Company, and (e) Jay A. Wolf
was appointed the Chief Financial Officer, Chief Operating Officer and Secretary
of the Company.

Robert S. Ellin, 41, is a Managing Director of Trinad Capital LP, which is a
hedge fund dedicated to investing in micro-cap public companies. Mr. Ellin
currently sits on the board of Command Security Corporation (CMMD), ProLink
Holdings Corporation (PLKH), U.S. Wireless Data, Inc. (USWI) and Mediavest, Inc
(MVSI). Prior to joining Trinad Capital LP, Mr. Ellin was the founder and
President of Atlantis Equities, Inc., a personal investment company. Founded in
1990, Atlantis has actively managed an investment portfolio of small
capitalization public company as well as select private company investments. Mr.
Ellin frequently played an active role in Atlantis investee companies including
Board representation, management selection, corporate finance and other advisory
services. Through Atlantis and related companies Mr. Ellin spearheaded
investments into ThQ, Inc. (OTC:THQI), Grand Toys (OTC: GRIN), Forward
Industries, Inc. (OTC: FORD) and completed a leveraged buyout of S&S Industries,
Inc. where he also served as President from 1996 to 1998. Prior to founding
Atlantis Equities, Mr. Ellin worked in Institutional Sales at LF Rothschild and
prior to that he was the Manager of Retail Operations at Lombard Securities. Mr.
Ellin received a Bachelor of Arts from Pace University.

Barry I. Regenstein, 50, is the President and Chief Financial Officer of Command
Security Corporation. Trinad is a significant shareholder of Command Security
Corporation and Mr. Regenstein has formerly served as a consultant for Trinad.
Mr. Regenstein has over 28 years of experience with 23 years of such experience
in the aviation services industry. Mr. Regenstein was formerly Senior Vice
President and Chief Financial Officer of Globe Ground North America (previously
Hudson General Corporation), and previously served as the Corporation's
Controller and as a Vice President. Prior to joining Hudson General Corporation
in 1982, he had been with Coopers & Lybrand in Washington, D.C. since 1978. Mr.
Regenstein currently sits of the boards of GTJ Co., Inc., ProLink Corporation
(PLKH), U.S. Wireless Data, Inc. (USWI) and Mediavest, Inc. (MVSI). Mr.
Regenstein is a Certified Public Accountant and received his Bachelor of Science
in Accounting from the University of Maryland and an M.S. in Taxation from Long
Island University.

Jay A. Wolf, 34, is a Managing Director of Trinad Capital LP. Mr. Wolf currently
sits on the board of Shells Seafood Restaurants (SHLL), ProLink Holdings
Corporation (PLKH), StarVox Communications, Inc., Optio Software, Inc., U.S.
Wireless Data, Inc. (USWI) and Mediavest, Inc. (MVSI). Mr. Wolf has ten years of
investment and operations experience in a broad range of industries. Mr. Wolf's
investment experience includes senior and subordinated debt, private equity,
mergers & acquisitions and public equity investments. Prior to joining Trinad
Capital LP, Mr. Wolf served as the Vice President of Corporate Development for a
marketing communications firm where he was responsible for the company's
acquisition program. Prior to that he worked at CCFL Ltd. a Toronto based
merchant bank in the Senior Debt Department and subsequently for Trillium Growth
Capital the firm's venture capital Fund. Mr. Wolf received a Bachelor of Arts
from Dalhousie University.

<PAGE>

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit   Description
-------   -----------
10.01     Common Stock Purchase Agreement dated October 24, 2006 among
          Registrant, Trinad Capital Master Fund, Ltd. and certain
          stockholders of the Registrant.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                        MPLC, Inc.
                                        (Registrant)

Dated: October 30, 2006


                                        /s/ Robert S. Ellin
                                        ----------------------------------------
                                        Robert S. Ellin
                                        President
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