<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sc13d-mplc.txt
<TEXT>

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




                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. __)*



                                   MPLC, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    600179105
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                               MPLC Holdings, LLC
                       15260 Ventura Boulevard, 20th Floor
                             Sherman Oaks, CA 91403
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                February 12, 2007
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

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


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


                                 (Page 1 of 21)

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

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


<PAGE>


                                  SCHEDULE 13D

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

CUSIP NO.  600179105                                          PAGE 2 OF 21 PAGES

--------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


           Jeffrey Akres
---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
                                                                   (a) |_|
                                                                   (b) |X|


---------- ---------------------------------------------------------------------
    3      SEC USE ONLY


---------- ---------------------------------------------------------------------
    4      SOURCE OF FUNDS (see Instructions)


           OO
---------- ---------------------------------------------------------------------
    5      CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(d) or 2(e)                                      |_|


---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION


           Australia
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         14,360,311 (1)

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    821,507,861 (2)
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         835,868,172 (3)

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    0

---------- ---------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


           835,868,172
---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (see Instructions)                                      |_|



---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


           27.8%
---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (see Instructions)


           IN
---------- ---------------------------------------------------------------------
(1)      Includes  10,662,368 shares of common stock issuable upon conversion of
         Series C Convertible Preferred Stock beneficially held by Jeffrey Akres
         and 3,697,943  share of common stock issuable upon conversion of Series
         C Convertible Preferred Stock beneficially held by Purple Sky Pty Ltd.,
         Trustee  of the  JI  Family  Trust.  Mr.  Akres  exercises  voting  and
         dispositive power over the securities held by Purple Sky Pty Ltd.
(2)      Includes 821,507,861 shares of common stock issuable upon conversion of
         Series  C  Convertible   Preferred  Stock  beneficially  held  by  MPLC
         Holdings,  LLC.  Jeff  Akres is  manager  of MPLC  Holdings,  LLC,  and
         exercises  voting and  dispositive  power over these  securities.  Such
         shares are subject to a Voting  Agreement  between  MPLC  Holdings  and
         various other parties as described below.
(3)      Includes all the shares listed in footnotes (1) and (2) above.


<PAGE>


                                  SCHEDULE 13D

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

CUSIP NO.  600179105                                          PAGE 3 OF 21 PAGES

--------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


           MPLC Holdings, LLC
---------- ---------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
                                                                   (a) |_|
                                                                   (b) |X|


---------- ---------------------------------------------------------------------
    3      SEC USE ONLY


---------- ---------------------------------------------------------------------
    4      SOURCE OF FUNDS (see Instructions)


           OO
---------- ---------------------------------------------------------------------
    5      CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(d) or 2(e)                                      |_|


---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION


           Delaware
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         0

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    821,507,861
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         821,507,861

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    0

---------- ---------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


           821,507,861
---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (see Instructions)                                      |_|



---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


           27.4%
---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (see Instructions)


           OO - Limited Liability Company
---------- ---------------------------------------------------------------------


<PAGE>


ITEM 1.  SECURITY AND ISSUER.

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

ITEM 2.  IDENTITY AND BACKGROUND.

         This statement is being filed jointly by MPLC Holdings, LLC, a Delaware
limited  liability  company  (hereinafter  "MPLC  Holdings") and Jeff Akres,  an
individual.  MPLC  Holdings is an  institutional  investor  that makes and holds
private equity  investments.  The principal business address of MPLC Holdings is
15260 Ventura Boulevard, 20th Floor, Sherman Oaks, California 91403.

         Jeff Akres is a Manager of MPLC Holdings and has voting and dispositive
power over the MPLC Shares (defined below). Mr. Akres is a citizen of Australia.
His  principal  occupation  is partner in a private  equity  investment  company
called  Committed  Capital Pty Ltd., and his principal  business  address is 23a
King George St Lavender Bay 2060, NSW Australia.

         During the last five years,  neither  MPLC  Holdings  nor Mr. Akres has
been convicted in a criminal proceeding (excluding misdemeanors) or been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction  and  as a  result  of  such  proceeding,  was or is  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The closing (the  "Closing") of the  transactions  contemplated by that
certain Exchange Agreement dated January 31, 2007 ("Exchange Agreement"), by and
among the Company, New Motion, Inc. a Delaware corporation ("New Motion"),  each
of the  stockholders  of New Motion  ("Stockholders")  and Trinad Capital Master
Fund, Ltd. ("Trinad"), occurred on February 12, 2007.

         At the Closing,  pursuant to the terms of the Exchange  Agreement,  the
Company  acquired  all of the  outstanding  equity  interests of New Motion (the
"Interests")  from the  Stockholders,  and the  Stockholders  contributed all of
their  Interests to the  Company.  In exchange  for the  Interests,  the Company
issued to the Stockholders  500,000 shares ("Series C Preferred  Shares") of its
Series C Convertible  Preferred  Stock, par value $0.10 per share (the "Series C
Preferred  Stock"),  which  will be  convertible  into  that  number  of  shares
("Conversion  Shares") of the Company's Common Stock,  equal to 9,000,000,  less
the number of shares of Common Stock (on a  post-Reverse  Split (as  hereinafter
defined)  basis)  issuable  upon the  exercise  of all New  Motion  options  and
warrants  following  their  assumption  by the Company.  Of these  shares,  MPLC
Holdings received  188,496.5 shares of Series C Preferred Stock,  which shall be
convertible  into  821,507,861  shares  of Common  Stock,  in  exchange  for its
Interests in New Motion.  In addition,  Jeff Akres  received  2,446.5  shares of
Series C  Preferred  Stock and  Purple  Sky Pty Ltd.,  Trustee  of the JI Family
Trust,  received 848.5 shares of Series C Preferred  Stock in exchange for their
interests  in New  Motion,  which  shall  be  convertible  into  10,662,368  and
3,697,943 shares of Common Stock, respectively.  Jeff Akres exercises voting and
dispositive power over the shares held by Purple Sky Pty Ltd.

         Each  share  of  Series  C   Preferred   Stock  is   convertible   into
approximately  4358.21  shares of the  Company's  Common Stock (the  "Conversion
Rate"). The Company intends to amend its restated  certificate of incorporation,
as amended,  to provide for an increase in its authorized shares of Common Stock
from 75,000,000 to 100,000,000 and a 1-for-300 reverse stock split (the "Reverse
Split").  The Series C Preferred  Stock will  immediately and  automatically  be


                                       4
<PAGE>


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

         The beneficial ownership of the Company's Common Stock reported in this
Schedule 13D by MPLC Holdings is based on MPLC Holdings'  ownership of 188,496.5
shares of the Company's Series C Preferred Stock, on an as converted basis prior
to the proposed Reverse Split and assumes a total of 3,004,106,500 shares of the
Company's  Common Stock  outstanding  as of February 12, 2007,  on a pre-Reverse
Split basis.

         The beneficial ownership of the Company's Common Stock reported in this
Schedule 13D by Mr. Akres is based on Mr.  Akres'  ownership of 2446.5 shares of
the Company's Series C Preferred Stock, Purple Sky Pty Ltd.'s, as Trustee of the
JI Family  Trust,  ownership of 848.5 shares of Series C  Convertible  Preferred
Stock, and MPLC Holdings'  ownership of 188,496.5 shares of the Company's Series
C Preferred  Stock, on an as converted basis prior to the proposed Reverse Split
and  assumes a total of  3,004,106,500  shares  of the  Company's  Common  Stock
outstanding  as of February 12, 2007,  on a pre-Reverse  Split basis.  Mr. Akres
disclaims any beneficial ownership in the MPLC Shares.

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

         The Voting  Agreement,  dated February 12, 2007, by and among Europlay,
Musci,  Walker,  MPLC  Holdings and Trinad is attached  hereto as Exhibit 1, and
incorporated herein by reference.

ITEM 4.  PURPOSE OF TRANSACTION.

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

         All of the 821,507,861 shares of Common Stock held by MPLC Holdings are
held by MPLC Holdings as an investment.  MPLC Holdings  disclaims any membership
in a group relating to the Company except with respect to the Actions  described
above to which Europlay,  Musci, Walker, MPLC Holdings and Trinad have agreed to
vote. As a result of the Closing, MPLC Holdings owns 27.4% of the total combined
voting power of all classes of the Company's capital stock.

         All of the 10,662,368 shares of Common Stock held by Mr. Akres are held
by Mr. Akres as an investment.  All of the 3,697,943 shares of Common Stock held
by Purple Sky Pty Ltd.,  Trustee of the JI Family Trust,  are held by Purple Sky
Pty Ltd.  as an  investment.  Mr.  Akres  disclaims  any  membership  in a group


                                       5
<PAGE>


relating to the Company  except with respect to the Actions  described  above to
which Europlay,  Musci, Walker, MPLC Holdings and Trinad have agreed to vote. As
a result of the Closing,  Mr. Akres may be deemed to  beneficially  own 27.8% of
the total combined  voting power of all classes of the Company's  capital stock.
Mr. Akres disclaims any beneficial ownership of the MPLC Shares.

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

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

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

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

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

         As of February 12, 2007, MPLC Holdings  beneficially  owned 821,507,861
shares of the  Company's  Common  Stock on an as  converted  basis  prior to the
proposed  Reverse Split (the "MPLC  Shares).  Assuming a total of  3,004,106,500
shares of the Company's  Common Stock  outstanding as of February 12, 2007, on a
pre-Reverse  Split  and  as-converted-to-common-stock  basis,  the  MPLC  Shares
constitute  approximately  27.4% of the  shares of the  Company's  Common  Stock
issued and outstanding.


                                       6
<PAGE>


         MPLC Holdings  shares its voting power over  821,507,861  shares of the
Company's  Common Stock  underlying the Series C Preferred  Stock,  prior to the
proposed  Reverse  Split with Musci,  Walker,  Europlay  and Trinad as described
above. In the event that any of Europlay, Musci, Walker, MPLC Holdings or Trinad
fails to vote their respective  shares to approve each of the Actions,  each has
granted to an executive  officer of MPLC, Inc. a proxy to vote their  respective
shares to  approve  such  Actions.  MPLC  Holdings  hereby  expressly  disclaims
beneficial ownership over any shares held by Trinad,  Musci,  Europlay or Walker
and disclaims any shared voting power with respect to any matters other than the
Actions. Except with respect to the Actions, MPLC Holdings has the sole power to
vote and dispose of the MPLC Shares.  Jeff Akres has voting and investment power
over the shares of the Company held by MPLC Holdings.

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

(a) Name:                         Trinad Capital Master Fund, Ltd.
(b) Business Address:             2121 Avenue of the Stars, Suite 1650
                                  Los Angeles, California 90067
(c) Occupation:                   Institutional Investor
(d) Conviction:                   N/A
(e) Civil Proceedings:            N/A
(f) State of Incorporation:       Cayman Islands Corporation

         As of February 12, 2007, Trinad  beneficially  owned 429,750,000 shares
of the Company's  Common Stock prior to the proposed  Reverse Split (the "Trinad
Shares"). Assuming a total of 3,004,106,500 shares of the Company's Common Stock
outstanding   as  of   February   12,   2007,   on  a   pre-Reverse   Split  and
as-converted-to-common-stock  basis, the Trinad Shares constitute  approximately
14.3% of the shares of the Company's Common Stock issued and outstanding.

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

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

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

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


                                       7
<PAGE>


(a) Name:                         Scott Walker
(b) Business Address:             c/o MPLC, Inc.
                                  42 Corporate Park, Suite 250, Irvine,
                                  California 92606
(c) Occupation:                   Chief Marketing Officer of MPLC, Inc.,
                                  Chief Marketing Officer of New Motion, Inc.
                                  Address of MPLC, Inc. and New Motion, Inc.:
                                  42 Corporate Park, Suite 250, Irvine,
                                  California 92606
(d) Conviction:                   N/A
(e) Civil Proceedings:            N/A
(f) Citizenship:                  United States of America

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

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

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


         As of February 12, 2007, Europlay beneficially owned 217,910,640 shares
of the Company's Common Stock prior to the proposed Reverse Split (the "Europlay
Shares"),  based on  Europlay's  beneficial  ownership  of 50,000  shares of the
Company's Series C Preferred Stock.  Assuming a total of 3,004,106,500 shares of
the Company's Common Stock outstanding as of February 12, 2007, on a pre-Reverse
Split and  as-converted-to-common-stock  basis,  the Europlay Shares  constitute
approximately  7.3% of the  shares of the  Company's  Common  Stock  issued  and
outstanding.

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

ITEM 6.  CONTRACTS,  ARRANGEMENTS, UNDERSTANDINGS OR  RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

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

         The Voting  Agreement  dated  February 12, 2007,  by and among  Trinad,
Musci,  MPLC Holdings,  Europlay and Walker is attached hereto as Exhibit 1, and
incorporated herein by reference.


                                       8
<PAGE>


         Trinad,  Musci, MPLC Holdings,  Europlay and Walker have agreed to vote
their shares to elect the Trinad  Designate for a one year period  following the
Closing.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No.

    1                      Voting  Agreement  dated as of February 12, 2007,  by
                           and among MPLC Holdings, Trinad and each of the other
                           persons  whose  signature  appears  under the caption
                           "Stockholders" on the signature page thereof.

    2                      Joint Filing Agreement.


                                       9
<PAGE>


                                    SIGNATURE

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



                                            MPLC Holdings, LLC



Dated: February 23, 2007                     /s/ Jeffrey Akres
                                            ------------------------------------
                                            By:  Jeffrey Akres
                                            Its: Manager





                                            Jeffrey Akres, an individual



Dated: February 23, 2007                     /s/ Jeffrey Akres
                                            ------------------------------------


                                       10
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.

    1                      Voting  Agreement  dated as of February 12, 2007,  by
                           and among MPLC Holdings, Trinad and each of the other
                           persons  whose  signature  appears  under the caption
                           "Stockholders" on the signature page thereof.

    2                      Joint Filing Agreement.



                                       11
<PAGE>


                                                                       EXHIBIT 1


                                VOTING AGREEMENT


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

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

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

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

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

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

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


                                       12
<PAGE>


                                   ARTICLE I
                          VOTING OF STOCK FOR DIRECTORS

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

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

         SECTION 1.03 TRINAD DESIGNEE.

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

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


                                   ARTICLE II
                          VOTING FOR CORPORATE ACTIONS

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


                                       13
<PAGE>


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

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

         (c)      To approve  the change of the name of MPLC to a name  selected
                  by the Stockholders other than Trinad;

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

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

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

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

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


                                       14
<PAGE>


                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES;
                          COVENANTS OF THE STOCKHOLDERS

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

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

         SECTION 3.02 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

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

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

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


                                       15
<PAGE>


Agreement,  or that would  reasonably  be  expected  to have a material  adverse
effect on such Stockholder's  ability to consummate the actions  contemplated by
this Agreement.

         SECTION  3.04  TITLE TO  SHARES.  Such  Stockholder  is the  legal  and
beneficial owner of its Stock free and clear of all Liens.

                                   ARTICLE IV
                               GENERAL PROVISIONS

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


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

                            Burton Katz
                            New Motion, Inc.
                            42 Corp Park, Suite 250
                            Irvine, CA 92606
                            Phone: (949) 777-3700
                            Fax: (949) 777-3707

                            with a copy to

                            Stubbs Alderton & Markiles, LLP
                            15260 Ventura Boulevard, 20th Floor
                            Sherman Oaks, CA 91403
                            Attn:  Scott Galer, Esq.
                            (818) 444-4513 telephone
                            (818) 475-1780 telecopy

         (b)      If to Trinad:

                            Trinad Management, LLC
                            2121 Avenue of the Stars
                            Suite 1650
                            Los Angeles, CA 90067
                            Attn: Robert S. Ellin
                            Phone:
                                   -------------------
                            Fax:
                                 ---------------------

                            with a copy to:


                                       16
<PAGE>


                            Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                            666 Third Avenue
                            New York, New York 10017
                            Attn:  Kenneth R. Koch, Esq.
                            Phone: (212) 935-3000
                            Fax: (212) 983-3115


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

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

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

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

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

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

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


                                       17
<PAGE>


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

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

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


                           [Signature page(s) follows]


                                       18
<PAGE>


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

STOCKHOLDERS:



TRINAD CAPITAL MASTER FUND, LTD.



By:  /s/ Robert S. Ellin
    ---------------------------------
         Robert S. Ellin
Title:




EUROPLAY CAPITAL ADVISORS, LLC


By:
    ---------------------------------


MPLC HOLDINGS, LLC


By:
    ---------------------------------



/s/ Raymond Musci
---------------------------------
RAYMOND MUSCI


/s/ Scott Walker
---------------------------------
SCOTT WALKER


                                       19
<PAGE>


                                                                   Page 20 of 21
                                    EXHIBIT A


                                  STOCKHOLDERS

     NAME OF STOCKHOLDER                     NUMBER OF SHARES OWNED BENEFICIALLY
                                                      AND OF RECORD (1)
     -------------------                     -----------------------------------

Trinad Capital Master Fund, Ltd.             69,750,000 shares of Stock, 1 share
                                             of Series A Preferred Stock

Raymond Musci                                30,000 shares of Series C Preferred
                                             Stock

MPLC Holdings, LLC                           188,496.5   shares   of   Series  C
                                             Preferred Stock

Europlay Capital Advisors, LLC               50,000 shares of Series C Preferred
                                             Stock

Scott Walker                                 161,578    shares   of   Series   C
                                             Preferred Stock


(1) Prior to giving effect to the Reverse Split

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

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


                                       20
<PAGE>


                                                                       EXHIBIT 2

                             JOINT FILING AGREEMENT

         The undersigned  acknowledge and agree that the foregoing  statement on
Schedule  13D is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
acquisition   statements.   The  undersigned  acknowledge  that  each  shall  be
responsible for the timely filing of such  amendments,  and for the completeness
and accuracy of the  information  concerning  him or it contained  therein,  but
shall not be responsible  for the  completeness  and accuracy of the information
concerning  the  other,  except  to the  extent  that it knows or has  reason to
believe that such information is inaccurate.


                                            MPLC Holdings, LLC



Dated: February 23, 2007                      /s/ Jeffrey Akres
                                            ------------------------------------
                                            By:   Jeffrey Akres
                                            Its:  Manager





                                            Jeffrey Akres, an individual



Dated: February 23, 2007                      /s/ Jeffrey Akres
                                            ------------------------------------


                                       21


</TEXT>
</DOCUMENT>
