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

                                   Form 10-KSB

|X|   Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the Fiscal Year ended July 31, 2006

|_|   Transition Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the transition period from __________ to __________

                        Commission File Number: 34-51353

                                   MPLC, Inc.
                 (Name of Small Business Issuer in its Charter)

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

       2121 Avenue of the Stars, Suite 1650, Los Angeles, California 90067
              (Address of Principal Executive Offices and Zip Code)

                                 (310) 601-2500
                           (Issuer's telephone number)

           Securities Registered under Section 12(b) of the Act: None

              Securities Registered under Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |X|

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

Issuer's revenues for its most recent fiscal year: $0.

As of October 19, 2006, the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold as of such date was $114,795.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |X| No |_|

<PAGE>

As of October 30, 2006, the Issuer had 75,000,000 shares of common stock issued
and outstanding.

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act"): None.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

Table of Contents

Part I.

        Item 1.  Description of Business. ................................   1

        Item 2.  Description of Property. ................................   8

        Item 3.  Legal Proceedings. ......................................   8

        Item 4.  Submission of Matters to a Vote of Security Holders. ....   8

Part II.

        Item 5.  Market for Common Equity and Related Stockholder
                 Matters. ................................................   8

        Item 6.  Management's Discussion and Analysis or Plan of
                 Operation. ..............................................  10

        Item 7.  Financial Statements. ...................................  12

        Item 8.  Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure. ....................  12

        Item 8A. Controls and Procedures. ................................  12

        Item 8B. Other Information .......................................  12

Part III.

        Item 9.  Directors and Executive Officers of the Registrant. .....  12

        Item 10. Executive Compensation. .................................  15

        Item 11. Security Ownership of Certain Beneficial Owners
                 and Management. .........................................  16

        Item 12. Certain Relationships and Related Transactions. .........  17

        Item 13. Exhibits. ...............................................  18

        Item 14. Principal Accountant Fees and Services. .................  18

Signatures ...............................................................  19

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Some of the statements contained in this annual report on Form 10-KSB 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 report,
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 report. 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; and
      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 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 $2.1 million.

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
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.


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<PAGE>

Also in connection with the foregoing transaction, the Company entered into (1)
a letter agreement with First Americas and David Allen, a former officer of the
Company, pursuant to which Mr. Allen agreed to act as bankruptcy administrator
to conclude the bankruptcy business of the Company, 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.

By July 31, 2004, the Company had paid all secured creditors 100% of amounts
owed. Beginning in January 2005, after Bankruptcy Court approval, the Company
began to pay all pre-petition unsecured creditors and post petition
administrative claims. By the fourth quarter of 2005, all pre-petition unsecured
creditors had been paid 100% of the amounts owed (or agreed) and all post
petition administrative claims submitted had been paid. In addition, the
bankruptcy administrator had reserved for miscellaneous administrative claims
not yet submitted. After the effect of the above reserves, the Company had been
informed by the bankruptcy administrator that approximately $1.34 million
dollars, or approximately $0.45 per eligible share, was available for
distribution to eligible shareholders of the Company, and, in December 2005,
$0.464 per eligible share was distributed to shareholders of record as of
October 31, 2005. The recipients of such distribution did not include First
Americas or its transferees.

The bankruptcy proceedings were concluded in January 2006 and no additional
claims were permitted to be filed after that date.

On October 24, 2006, the Company and certain of its stockholders entered into a
Common Stock Purchase Agreement with Trinad Capital Master Fund, Ltd., pursuant
to which the Company agreed to redeem 23,448,870 shares of Common Stock from the
stockholders and sell an aggregate of 69,750,000 shares of its common stock,
representing 93% of its issued and outstanding shares of Common Stock on the
closing date, to Trinad in a private placement transaction for aggregate gross
proceeds to the Company of $750,000, $547,720 of which was used for the
redemption described below, and $202,280 was used to pay all liabilities of the
Company owed to Isaac Kier, a director and the now former President, Treasurer
and Secretary of the Company.

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 $547,720. 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.

The executive office of the Company is now located at 2121 Avenue of the Stars,
Suite 1650, Los Angeles, California 90067. Its telephone number is (310)
601-2500. Robert S. Ellin is the Company's President and Chief Executive Officer
and Jay A. Wolf is the Company's Chief Financial Officer, Chief Operating
Officer and Secretary. Robert S. Ellin, Barry I. Regenstein, Isaac Kier and
Jerome Chazen are the Company's Directors.

Trinad and Management's Plan of Operation

Trinad, a hedge fund dedicated to investing in micro-cap companies, is seeking
to raise additional capital with a view to making the Company an attractive
vehicle with which to acquire a business. Trinad intends to then seek a suitable
acquisition candidate for the Company (a "Business Combination"). To date, no
such Business Combination has been identified and the Company is therefore
subject to a number of risks, including: any Business Combination consummated by
the Company may turn out to be unsuccessful; the Company's investors will not
know what operating business, if any, will be acquired, including the particular
industry in which the business operates, and whether financing that could have a
dilutive effect on the Company's present stockholders will be required in
connection therewith; the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future;
the Company may acquire a company in the early stage of development causing it
to incur further risks; the Company may be dependent upon the management of an
acquired business which has not proven its abilities or effectiveness; the
Company will be controlled by a small number of stockholders and such control
could prevent the taking of certain actions that may be beneficial to other
stockholders; the Company's common stock will likely be thinly traded, and the
public market may provide little or no liquidity for holders of the Company's
common stock.


                                       2
<PAGE>

Fresh Start Reporting

As a result of it's bankruptcy filing under Chapter 11, the Company is subject
to the provisions of American Institute of Certified Public Accountants
Statement of Position (SOP) 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code." All conditions required for adoption
of fresh-start reporting were met on April 26, 2005 and the Company selected
April 26, 2005 as the date to adopt the accounting provisions of fresh-start
reporting. As the fair value of the Predecessor Company's net assets were
determined to be $-0-, this became the new basis for the Successor Company's
balance sheet as of April 26, 2005, and all results of operations beginning
April 26, 2005 are those of the Successor Company.

Under SOP 90-7, fresh-start reporting should be applied when, upon emergence
from bankruptcy law proceedings, the reorganization value of a company is less
than the sum of all allowed claims and post-petition liabilities of the company
and the holders of the old common shares receive fewer than fifty percent of the
new voting shares in the reorganization. Reorganization value is the fair value
of the entity before considering liabilities and approximates the amount a
willing buyer would pay for the assets of the entity immediately after
restructuring. On January 25, 2005, the Bankruptcy Court confirmed the Plan of
Reorganization. All conditions required for adoption of fresh-start reporting
were met on April 26, 2005 and the Company selected April 26, 2005 as the date
to adopt the accounting provisions of fresh-start reporting.

The Company's anticipated emergence from Chapter 11 resulted in a new reporting
entity. The effective date of the new entity was considered to be the beginning
of business on April 26, 2005 for financial reporting purposes. The fiscal
periods prior to April 26, 2005 pertain to what is designated in the Company's
financial statements and notes thereto as the "Predecessor Company," while the
fiscal periods subsequent to and including April 26, 2005 pertain to what is
designated the "Successor Company." Where a financial statement item applies to
both the Successor and Predecessor Companies, we refer to the Company. As a
result of the implementation of fresh-start reporting, the financial statements
of the Successor Company subsequent to and including April 26, 2005 are not
comparable to the Predecessor Company's financial statements for prior periods.

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 fewer than 300 record
holders of its shares of common stock.

In June 2005, the Company voluntarily filed a registration statement on Form
10-SB in order to become registered under Section 12(g) of the Exchange Act. As
a "reporting company", the Company is obligated to file with the Commission
certain interim and periodic reports, including this 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 the Company files with the SEC at the
SEC's Public Reference Room at 100 F Street, N.E., 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. 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.


                                       3
<PAGE>

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.

RISK FACTORS

Our business is subject to numerous risk factors, including the following:

WE CURRENTLY DO NOT HAVE ANY FULL-TIME EMPLOYEES AND ARE DEPENDENT ON TRINAD,
INDEPENDENT CONTRACTORS AND CONSULTANTS FOR THE OPERATIONS OF OUR BUSINESS

We are currently a "shell" company with no operations or employees. We are
controlled by Trinad, our majority stockholder, and our officers and directors
are affiliated with Trinad. Trinad provides certain services to us without
remuneration and we hire independent contractors or consultants for certain
services. There is no assurance that we will be able to hire employees qualified
for the work required, or that such qualified employees could be hired and
retained at a reasonable level of compensation.

WE ARE CONTROLLED BY ONE STOCKHOLDER

Trinad currently owns 93% of our common stock and controls our Board. Such
control could prevent the taking of certain actions that may be beneficial to
other stockholders.

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

Several 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


                                       4
<PAGE>

"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 SOURCES OF REVENUE

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. Trinad has indicated to us that it currently intends to provide
us with limited funding, 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 auditing and accounting
fees and expenses related to continuing to be a reporting company under the
Exchange Act. However, we have no written agreement with Trinad to provide any
interim financing for any period and there is no assurance that it 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
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.


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<PAGE>

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 4 business 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. Several of our directors serve as directors for
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.

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 Trinad to fund 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. 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


                                       6
<PAGE>

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.

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.


                                       7
<PAGE>

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.

ITEM 2. 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 2121 Avenue of the Stars, Suite
1650, Los Angeles, California 90067. Currently, the Company is utilizing the
office space of Trinad, at no cost to the Company until a Business Combination
is consummated or business operations are established. The amount of office
space currently utilized by the Company is insignificant.

ITEM 3. LEGAL PROCEEDINGS

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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR 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.


                                       8
<PAGE>

                                                    Price of Common Stock ($)
                                                    -------------------------
                                                     High                Low
                                                     ----               ----
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 30, 2005                    0.21               0.18
May 1, 2005 - July 31, 2005                          0.35               0.18

FISCAL 2006
August 1, 2005-October 31, 2005                      0.45               0.35
November 1, 2005 - January 31, 2006                  0.51               0.02
February 1, 2005 - April 30, 2005                    0.05               0.04
May 1, 2006 - July 31, 2006                          0.05               0.04

HOLDERS

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

DIVIDENDS

Except as described below, the Company has not paid any dividends on its common
stock within the past two fiscal years or during the current fiscal year. The
Company does not anticipate paying any dividends on its common stock in the
foreseeable future.

In December 2005, the Company paid a one time dividend of $0.464 per eligible
share of common stock as directed by the bankruptcy administrator.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

There are no securities authorized for issuance under any equity compensation
plans.

RECENT SALES OF UNREGISTERED SECURITIES

All recent sales of unregistered securities were previously reported on a Form
10-QSB or Form 8-K. Accordingly, such information is not required to be
furnished in this report.

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


                                       9
<PAGE>

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.

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

PURCHASE OF EQUITY SECURITIES BY THE SMALL BUSINESS ISSUER AND AFFILIATED
PURCHASERS

None.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company is currently a "shell" company with no operations and controlled by
Trinad, the Company's majority stockholder.

Trinad has advised the Company that it will seek to raise additional capital
(which will dilute the ownership interests of all stockholders) with a view to
making the Company an attractive vehicle with which to seek a Business
Combination. Trinad, a hedge fund dedicated to investing in micro-cap companies,
plan's to seek a suitable acquisition candidate for a Business Combination. No
such business has been identified and the Company is therefore subject to a
number of risks, including those described below under the caption "RISK
FACTORS".

As described more fully above, the Company's plan of operation is to merge or
effect a Business Combination with a domestic or foreign private operating
entity. The Company may seek to raise additional capital first to make itself a
more attractive candidate with which to consummate a Business Combination. The
Company believes that there are perceived benefits to being a "reporting
company" with a class of publicly-traded securities which may be attractive to
private entities. Other than activities relating to such financing attempting to
locate such a candidate, the Company does not currently anticipate conducting
any operations.

The Company may enter into a definitive agreement with a wide variety of private
businesses without limitation as to their industry or revenues. It is not
possible at this time to predict when, if ever, the Company will enter into a
Business Combination with any such private company or the industry or the
operating history, revenues, future prospects or other characteristics of any
such company. Trinad has not identified anyone for acquisition at this juncture

FRESH-START REPORTING

As a result of it's bankruptcy filing under Chapter 11, the Company is subject
to the provisions of American Institute of Certified Public Accountants
Statement of Position (SOP) 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code." All conditions required for adoption
of fresh-start reporting were met on April 26, 2005 and the Company selected
April 26, 2005 as the date to adopt the accounting provisions of fresh-start
reporting. As the fair value of the Predecessor Company's net assets were
determined to be $-0-, this became the new basis for the Successor Company's
balance sheet as of April 26, 2005, and all results of operations beginning
April 26, 2005 are those of the Successor Company.

Under SOP 90-7, fresh-start reporting should be applied when, upon emergence
from bankruptcy law proceedings, the reorganization value of a company is less
than the sum of all allowed claims and post-petition liabilities of the company
and the holders of the old common shares receive fewer than fifty percent of the
new voting shares in the reorganization. Reorganization value is the fair value
of the entity before considering liabilities and approximates the amount a
willing buyer would pay for the assets of the entity immediately after
restructuring. On January 25, 2005, the Bankruptcy Court confirmed the Plan of
Reorganization. All conditions required for adoption of fresh-start reporting
were met on April 26, 2005 and the Company selected April 26, 2005 as the date
to adopt the accounting provisions of fresh-start reporting.


                                       10
<PAGE>

The Company's anticipated emergence from Chapter 11 resulted in a new reporting
entity. The effective date of the new entity was considered to be the beginning
of business on April 26, 2005 for financial reporting purposes. The fiscal
periods prior to April 26, 2005 pertain to what is designated in the Company's
financial statements and notes thereto as the "Predecessor Company," while the
fiscal periods subsequent to and including April 26, 2005 pertain to what is
designated the "Successor Company." Where a financial statement item applies to
both the Successor and Predecessor Companies, we refer to the Company. As a
result of the implementation of fresh-start reporting, the financial statements
of the Successor Company subsequent to and including April 26, 2005 are not
comparable to the Predecessor Company's financial statements for prior periods.

The Predecessor Company's financial statements have been presented in conformity
with 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" (Note 2). 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. The Bankruptcy Court has approved the Company's Plan of Reorganization,
which called for payment to secured and unsecured creditors of 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%.

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 in this annual report on Form 10-KSB.

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. 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. As of July 31, 2004, the Company has paid 100% of
amounts owed. The Company has paid all unsecured creditors 100% of amounts owed
and made a one-time shareholder distribution in December 2005. Neither First
Americas or its transferees were entitled to participate in such distribution.
The Company has been informed by the Bankruptcy Administrator that the
bankruptcy proceedings were concluded in January 2006.

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 statements of operations detail the administrative and ongoing expenses for
the predecessor and successor operations.

CRITICAL ACCOUNTING POLICIES


                                       11
<PAGE>

DEVELOPMENT STAGE COMPANY

Commencing April 26, 2005, the Company is considered a development stage company
as defined by Statement of Financial Accounting Standards (SFAS) No. 7, as it
has no principal operations nor revenue from any source.

ITEM 7. FINANCIAL STATEMENTS

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                          AS OF JULY 31, 2006 AND 2005

                                  TOGETHER WITH

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                TABLE OF CONTENTS

                                                                            Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-1

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Operations                                                  F-3

   Statements of Changes in Stockholders' Equity                             F-4

   Statements of Cash Flows                                                  F-5

   Notes to Financial Statements                                             F-6

<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. (a Delaware
corporation) as of July 31, 2006 and 2005, and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year
ended July 31, 2006, the period from April 26, 2005 to July 31, 2005, the period
from April 26, 2005 through July 31, 2006 and the period from August 1, 2004 to
April 25, 2005. 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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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, 2006
and 2005, and the results of its operations and its cash flow for the year ended
July 31, 2006, the period from April 26, 2005 to July 31, 2005, the period from
April 26, 2005 through July 31, 2006 and the period from August 1, 2004 to April
25, 2005 in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Notes 1 and 2 to the financial statements, on February 6, 2004
the Company filed a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code. The plan of reorganization of the Company was confirmed
by the United States Bankruptcy Court for the District of Connecticut on January
25, 2005. The Company had been operating as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court until the bankruptcy proceedings were
concluded in January 2006. All conditions required for adoption of fresh-start
reporting were met on April 26, 2005 and the Company selected April 26, 2005 as
the date to adopt the accounting provisions of fresh-start reporting.

As discussed in Note 12 to the financial statements, on October 24, 2006, the
Company and certain of its stockholders entered into a Common Stock Purchase
Agreement with Trinad Capital Master Fund, Ltd. which resulted in a change in
control of the Company.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1, the Company currently
has no principal operations or revenue, which raises substantial doubt about its
ability to continue as a going concern. The Company's ability to continue as a
going concern is uncertain as it is contingent upon merging with another entity
or acquiring revenue producing activities. 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
October 27, 2006


                                      F-1
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     ASSETS

                                                                                      Successor Company
                                                                              --------------------------------
                                                                               July 31, 2006     July 31, 2005
                                                                              --------------    --------------
<S>                                                                           <C>               <C>
CURRENT ASSETS
    Cash                                                                      $        1,634    $           --
    Prepaid expenses                                                                   2,583                --
                                                                              --------------    --------------
       Total assets                                                           $        4,217    $           --
                                                                              ==============    ==============

                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                     $        2,303    $       50,000
    Loan payable - majority shareholder                                              163,248            44,000
    Other liabilities                                                                 10,804               470
                                                                              --------------    --------------
       Total current liabilities                                                     176,355            94,470
                                                                              --------------    --------------

STOCKHOLDERS' DEFICIENCY
    Preferred stock, par value $.10 per share, 1,000,000 shares
       authorized, no shares issued or outstanding                                        --                --
    Common stock, par value $.01 per share, 75,000,000 shares
       authorized                                                                    286,989           286,989
    Additional paid in capital (discount on par value of common stock)              (286,989)         (286,989)
    Deficit accumulated during development stage                                    (172,138)          (94,470)
                                                                              --------------    --------------
          Total stockholders' deficiency                                            (172,138)          (94,470)
                                                                              --------------    --------------

          Total liabilities and stockholders' deficiency                      $        4,217    $           --
                                                                              ==============    ==============
</TABLE>

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


                                      F-2
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                       Predecessor
                                                                          Successor Company                              Company
                                                      --------------------------------------------------------       --------------
                                                                             Period from       Cumulative from        Period from
                                                       For the Year        April 26, 2005       April 26, 2005       August 1, 2004
                                                          Ended                Through              Through              Through
                                                      July 31, 2006         July 31, 2005        July 31, 2006       April 25, 2005
                                                      --------------       --------------       --------------       --------------
<S>                                                   <C>                  <C>                  <C>                  <C>
Expenses
  General and administrative expenses                 $       70,580       $       94,000       $      164,580       $           --
  Interest expense                                            10,334                  470               10,804                   --
                                                      --------------       --------------       --------------       --------------
                                                              80,914               94,470              175,384                   --
                                                      --------------       --------------       --------------       --------------
  Loss before reorganization and income
    taxes                                                    (80,914)             (94,470)            (175,384)                  --

Reorganization items:
  Professional fees and other reorganization
    items                                                         --                   --                   --           (1,473,000)
                                                      --------------       --------------       --------------       --------------
                                                              80,914               94,470              175,384           (1,473,000)
                                                      --------------       --------------       --------------       --------------

Loss before benefit from income taxes                        (80,914)             (94,470)            (175,384)          (1,473,000)
                                                      --------------       --------------       --------------       --------------

Benefit from income taxes                                      3,246                   --                3,246                   --
                                                      --------------       --------------       --------------       --------------

Net loss                                              $      (77,668)      $      (94,470)      $     (172,138)      $   (1,473,000)
                                                      ==============       ==============       ==============       ==============

Net loss per share - basic and diluted                $       (0.003)      $       (0.003)      $       (0.006)      $       (0.513)
                                                      ==============       ==============       ==============       ==============

Weighted average shares outstanding -
  basic and diluted                                       28,698,870           28,698,870           28,698,870            2,869,887
                                                      ==============       ==============       ==============       ==============
</TABLE>

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


                                      F-3
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                                                                                 Additional
                                                                                                   Paid-In
                                                                Common Stock                       Capital              Deficit
                                                    ------------------------------------        (Discount on         Accumulated
                                                     Shares Issued                              Par Value of            During
                                                    and Outstanding           Amount            Common Stock)     Development Stage
                                                    ---------------       --------------       --------------     -----------------
<S>                                                      <C>              <C>                  <C>                  <C>
Balance at July 31, 2004                                  3,475,000       $       34,750       $   17,592,250       $           --

Net loss of Predecessor Company                                  --                   --                   --                   --
Dividends                                                        --                   --           (1,340,000)                  --
Retirement of Predecessor Company treasury
  stock                                                    (605,113)              (6,051)            (980,949)                  --
Issuance of shares pursuant to sale of
  corporate shell                                        25,828,983              258,290             (183,290)                  --
Application of fresh-start reporting:
  Elimination of Predecessor Company
    accumulated deficit                                          --                   --          (15,375,000)                  --
                                                     --------------       --------------       --------------       --------------

Balance at April 26, 2005 - Successor Company            28,698,870              286,989             (286,989)                  --

Net loss of Successor Company                                    --                   --                   --              (94,470)
                                                     --------------       --------------       --------------       --------------

Balance at July 31, 2005                                 28,698,870              286,989             (286,989)             (94,470)

Net loss of Successor Company                                    --                   --                   --              (77,668)
                                                     --------------       --------------       --------------       --------------

Balance at July 31, 2006                                 28,698,870       $      286,989       $     (286,989)      $     (172,138)
                                                     ==============       ==============       ==============       ==============
</TABLE>

<TABLE>
<CAPTION>

                                                      Accumulated           Treasury
                                                        Deficit               Stock                 Total
                                                     --------------       --------------       --------------
<S>                                                  <C>                  <C>                  <C>
Balance at July 31, 2004                             $  (13,902,000)      $     (987,000)      $    2,738,000

Net loss of Predecessor Company                          (1,473,000)                  --           (1,473,000)
Dividends                                                        --                   --           (1,340,000)
Retirement of Predecessor Company treasury
  stock                                                          --              987,000                   --
Issuance of shares pursuant to sale of
  corporate shell                                                --                   --               75,000
Application of fresh-start reporting:
  Elimination of Predecessor Company
    accumulated deficit                                  15,375,000                   --                   --
                                                     --------------       --------------       --------------

Balance at April 26, 2005 - Successor Company                    --                   --                   --

Net loss of Successor Company                                    --                   --              (94,470)
                                                     --------------       --------------       --------------

Balance at July 31, 2005                                         --                   --              (94,470)

Net loss of Successor Company                                    --                   --              (77,668)
                                                     --------------       --------------       --------------

Balance at July 31, 2006                             $           --       $           --       $     (172,138)
                                                     ==============       ==============       ==============
</TABLE>

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


                                      F-4
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                   Predecessor
                                                                             Successor Company                       Company
                                                            --------------------------------------------------    --------------
                                                                               Period from     Cumulative from     Period from
                                                                For the       April 26, 2005    April 26, 2005    August 1, 2004
                                                              Year Ended         Through           Through           Through
                                                             July 31, 2006     July 31, 2005     July 31, 2006    April 25, 2005
                                                            --------------    --------------   ---------------    --------------
<S>                                                         <C>               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                    $      (77,668)   $      (94,470)   $     (172,138)   $   (1,473,000)
Adjustment to reconcile net loss to
  net cash used in operating activities:
  Changes in assets and liabilities:
    Increase in prepaid expenses                                    (2,583)               --            (2,583)               --
    (Decrease) increase in accounts payable and
        accrued expenses                                           (47,697)           50,000             2,303                --
    Increase in other liabilities                                   10,334               470            10,804                --
                                                            --------------    --------------    --------------    --------------
        Net cash used in operating activities                     (117,614)          (44,000)         (161,614)       (1,473,000)
                                                            --------------    --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of shares pursuant to sale of
  corporate shell                                                       --                --                --            75,000
Proceeds from loan payable - majority shareholder                  119,248            44,000           163,248                --
Dividends                                                               --                --                --        (1,340,000)
                                                            --------------    --------------    --------------    --------------
       Net cash provided by (used in) financing activities         119,248            44,000           163,248        (1,265,000)
                                                            --------------    --------------    --------------    --------------

NET CASH FLOWS - DISCONTINUED OPERATIONS                                --                --                --        (1,789,000)
                                                            --------------    --------------    --------------    --------------

       Net  increase (decrease) in cash                              1,634                --             1,634        (4,527,000)

CASH, beginning of period                                               --                --                --         4,527,000
                                                            --------------    --------------    --------------    --------------

CASH, end of period                                         $        1,634    $           --    $        1,634    $           --
                                                            ==============    ==============    ==============    ==============

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION

Interest paid                                               $           --    $           --    $           --    $       30,308
                                                            ==============    ==============    ==============    ==============
Income tax paid                                             $          288    $           --    $          288    $       17,302
                                                            ==============    ==============    ==============    ==============
Income tax refunds received                                 $        5,070    $           --    $        5,070    $           --
                                                            ==============    ==============    ==============    ==============
</TABLE>

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


                                      F-5
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 1 COMPANY OPERATIONS

      BUSINESS

      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, 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
      its bank, a 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 United States Bankruptcy
      Court.

      CHAPTER 11 REORGANIZATION

      As described more fully in Note 2, on February 6, 2004 (Petition Date) the
      Company filed a voluntary petition for relief under Chapter 11 of the
      United States Bankruptcy Code. The plan of reorganization of the Company
      (Plan of Reorganization) was confirmed by the United States Bankruptcy
      Court for the District of Connecticut (Bankruptcy Court) on January 25,
      2005. The Company operated as a debtor-in-possession under the
      jurisdiction of the Bankruptcy Court until the bankruptcy proceedings were
      concluded in January 2006. As a result of it's bankruptcy filing under
      Chapter 11, the Company is subject to the provisions of American Institute
      of Certified Public Accountants' (AICPA) Statement of Position (SOP) 90-7,
      "Financial Reporting by Entities in Reorganization Under the Bankruptcy
      Code." All conditions required for adoption of fresh-start reporting were
      met on April 26, 2005 and the Company selected April 26, 2005 as the date
      to adopt the accounting provisions of fresh-start reporting. As the fair
      value of the Predecessor Company's net assets were determined to be $-0-,
      this became the new basis for the Successor Company's balance sheet as of
      April 26, 2005, and all results of operations beginning April 26, 2005 are
      those of the Successor Company.


                                      F-6
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 1 COMPANY OPERATIONS (Continued)

      SALE OF THE CORPORATE SHELL / CHANGE IN CONTROL

      The Bankruptcy Court granted an order approving the contract to issue
      additional shares to First Americas Partners, LLC as a good faith
      purchaser within the meaning of II USC Section 363(m). 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 $0.10 per share; (iii) the issuance of up to 26,000,000 shares
      of common stock to the new management; and (iv) the cancellation and
      extinguishment of all common share conversion rights of any kind,
      including without limitation, options.

      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 Americas Partners, LLC, the new 90%
      majority shareholder. The pre-existing shareholders of the Company
      retained 10% of the common stock. Upon the April 26, 2005 issuance of
      additional shares to the new majority shareholder, an escrow was
      established to be used for a dividend to pre-existing shareholders upon
      completion of the bankruptcy proceedings. The holders of 2,869,887
      outstanding shares of the Company's existing common stock at April 25,
      2005 have retained 10% of the outstanding voting common stock of the
      Company and, as shareholders of record on October 30, 2005, were paid a
      one-time dividend totaling approximately $1.34 million in December 2005
      which concluded the bankruptcy proceedings.

      DEVELOPMENT STAGE COMPANY

      Commencing April 26, 2005, the Company is considered a development stage
      company as defined by Statement of Financial Accounting Standards (SFAS)
      No. 7, as it has no principal operations nor revenue from any source.


                                      F-7
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 1 COMPANY OPERATIONS (Continued)

      FRESH-START REPORTING

      The Successor Company has adopted "fresh-start" accounting as of April 26,
      2005 in accordance with procedures specified by SOP No. 90-7. Under SOP
      90-7, fresh-start reporting should be applied when, upon emergence from
      bankruptcy law proceedings, the reorganization value of a company is less
      than the sum of all allowed claims and post-petition liabilities of the
      company and the holders of the old common shares receive fewer than fifty
      percent of the new voting shares in the reorganization. Reorganization
      value is the fair value of the entity before considering liabilities and
      approximates the amount a willing buyer would pay for the assets of the
      entity immediately after restructuring. On January 25, 2005, the
      Bankruptcy Court confirmed the Plan of Reorganization. All conditions
      required for adoption of fresh-start reporting were met on April 26, 2005
      and the Company selected April 26, 2005 as the date to adopt the
      accounting provisions of fresh-start reporting.

      The Company's emergence from Chapter 11 resulted in a new reporting
      entity. The effective date of the new entity was considered to be the
      beginning of business on April 26, 2005 for financial reporting purposes.
      The fiscal periods prior to April 26, 2005 pertain to what is designated
      the "Predecessor Company," while the fiscal periods subsequent to and
      including April 26, 2005 pertain to what is designated the "Successor
      Company." Where a financial statement item applies to both the Successor
      and Predecessor Companies, we refer to the Company. As a result of the
      implementation of fresh-start reporting, the financial statements of the
      Successor Company subsequent to and including April 26, 2005 are not
      comparable to the Predecessor Company's financial statements for prior
      periods.

      The Predecessor Company's financial statements have been presented in
      conformity with 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. The Bankruptcy Court has
      approved the Company's Plan of Reorganization, which called for payment to
      secured and unsecured creditors of 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%.


                                      F-8
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 1 COMPANY OPERATIONS (Continued)

      FRESH-START REPORTING (Continued)

      Fresh-start reporting requires that the Company adjust the historical cost
      of its assets and liabilities to their fair value. The effects of the Plan
      of Reorganization and the application of fresh-start reporting on the
      Company's balance sheet as of April 26, 2005 were as follows:

<TABLE>
<CAPTION>
                                     Predecessor                                                    Successor
                                       Company          Effects of                                   Company
                                      April 25,       Reorganization           Fresh-start           April 26,
                                        2005               Plan                  Valuation             2005
                                    ------------       ------------            ------------        ------------
<S>                                 <C>                <C>                     <C>                 <C>
CURRENT ASSETS
                                                                     [a][b]
  Cash                              $  1,435,000       $ (1,435,000) [c][d]    $         --        $         --
                                    ------------       ------------            ------------        ------------
    Total assets                    $  1,435,000       $ (1,435,000)           $         --        $         --
                                    ============       ============            ============        ============

CURRENT LIABILITIES
  Accounts payable and
    accrued expenses                $     65,000       $    (65,000) [a]       $         --        $         --
                                    ------------       ------------            ------------        ------------
    Total liabilities                     65,000            (65,000)                     --                  --
                                    ------------       ------------            ------------        ------------

LIABILITIES SUBJECT
TO COMPROMISE
  Accounts payable and
    accrued expenses                      44,000            (44,000) [a]                 --                  --
                                    ------------       ------------            ------------        ------------

STOCKHOLDERS' EQUITY
  Common stock, par value
   $.01 per share,
   75,000,000 shares
   authorized                             34,750            252,239  [c][e]              --             286,989
  Additional paid-in capital
   (discount on par value                                            [b][c]
   of common stock)                   17,592,250         (2,504,239) [e]        (15,375,000) [f]       (286,989)
  Accumulated deficit                (15,314,000)           (61,000) [d]         15,375,000  [f]             --
  Treasury stock, 605,113
    shares, at cost                     (987,000)           987,000  [e]                 --                  --
                                    ------------       ------------            ------------        ------------
    Total stockholders' equity         1,326,000         (1,326,000)                     --                  --
                                    ------------       ------------            ------------        ------------
    Total liabilities and
      stockholders' equity          $  1,435,000       $ (1,435,000)           $         --        $         --
                                    ============       ============            ============        ============
</TABLE>

[a]   To record the settlement of $109,000 of pre-petition claims.
[b]   To establish a $1,340,000 escrow account(s) in anticipation of payment of
      a liquidating distribution to shareholders of record as of October 30,
      2005, not including the new 90% owner or designees (Note 1). This
      distribution was made in December 2005 just prior to the conclusion of the
      bankruptcy proceedings.
[c]   To record receipt of $75,000 related to the sale of the corporate shell in
      exchange for the issuance of 25,828,983 shares of common stock, $0.01 par
      value (Note 1).
[d]   To record the settlement of post-petition administrative expenses.
[e]   To retire Predecessor Company treasury stock by Bankruptcy Court order.
[f]   To eliminate Predecessor Company accumulated deficit upon application of
      fresh-start reporting.


                                      F-9
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                         (NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 1 COMPANY OPERATIONS (Continued)

      GOING CONCERN

      The accompanying financial statements have been prepared on a going
      concern basis. As discussed above, the Successor Company has no principal
      operations or revenue and has accumulated a deficit of approximately
      $172,000 since entering the development stage effective April 26, 2005,
      which raises substantial doubt about its ability to continue as a going
      concern. The Company's ability to continue as a going concern is uncertain
      as it is contingent upon its merging with another entity or acquiring
      revenue producing activities. The financial statements do not include any
      adjustments or reclassifications that might be necessary should the
      Company be unable to continue in existence (also see Note 12).

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11

      The following summarizes the events surrounding the Company's filing for
      voluntary protection under Chapter 11 of the United States Bankruptcy
      Code.

      In February and March 2003, based on the Company's financial performance,
      business outlook and other factors, including cash needs the Company began
      to reduce its workforce. This was a direct result of the Company
      experiencing a major decline in sales to its largest customers due to cut
      backs in school budgets across the nation. Accordingly, the Company also
      engaged in negotiations with its secured lender and a committee of its
      largest 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 protection of the Bankruptcy
      Court.

      Chapter 11 is the principal business reorganization chapter of the U.S.
      Bankruptcy Code. Under Chapter 11, a debtor is authorized to reorganize
      its business for the benefit of its creditors and stockholders. In
      addition to permitting rehabilitation of the debtor, Chapter 11 seeks to
      promote equality of treatment of creditors and equity security holders of
      equal rank. Confirmation of a Plan of Reorganization by the Bankruptcy
      Court, which is the principal objective of Chapter 11 cases, makes the
      plan, which sets forth the means for satisfying claims against, and
      interests in, a debtor, binding upon the debtor, any issuer of securities
      under the plan, any person acquiring property under the plan and any
      creditor, interest holder or general partner in the debtor. Subject to
      certain limited exceptions, the confirmation order discharges the debtor
      from any debt that arose prior to the date of confirmation of the plan and
      substitutes the obligations specified under the confirmed plan. The
      restructuring to be effected through a plan is designed to enable a
      company to continue operations and afford a sufficient time to pay its
      debts.


                                      F-10
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11 (Continued)

      Under the Company's approved Plan of Reorganization, 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 one individual. 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's shares
      outstanding post issuance (25,828,983 common shares), (2) cause
      resignation of the Company's then officers and directors and appointment
      to the board of director nominees of First Americas, (3) amend the
      Company's certificate of incorporation to allow for issuance of 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.

      Under the Company's Plan of Reorganization, an independent escrow was
      established and funded with $1.3 million from the Company. The purpose of
      this escrow was to set aside funds in anticipation of payment of a
      dividend to shareholders of the Company, not including the new 90% owner
      or his designees. The one-time dividend was paid in December 2005 prior to
      the conclusion of the bankruptcy proceedings. The Bankruptcy Administrator
      and a designated shareholder representative served as trustees to this
      escrow. The source of funds in this escrow represented the excess cash
      realized over cash paid out during the bankruptcy process. In addition, a
      second escrow with $210,000 was maintained by the Bankruptcy Administrator
      to dispose of remaining unsecured claims and administrative expenses. In
      accordance with the Plan of Reorganization, approximately $40,000 of the
      second escrow fund remained after final settlement of unsecured claims and
      administrative expenses and was transferred to the escrow used to pay
      dividends.

      As part of the bankruptcy process, approximately 360 claims were filed
      against the Company representing both secured and unsecured liabilities.
      The Company has either paid the full amount or the negotiated settlement
      amount on 100% of these claims. The Company paid 100% of all
      administrative expenses and a one-time dividend.

      The Bankruptcy Administrator has informed the Company that final discharge
      of indebtedness and closing of bankruptcy proceedings took place in
      January 2006.


                                      F-11
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 2 PETITION FOR RELIEF UNDER CHAPTER 11 (Continued)

      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 a Debtor-in-possession ("liabilities subject to
      compromise"). As of July 31, 2006 all liabilities subject to compromise
      have been paid by the Bankruptcy Administrator in accordance with the Plan
      of Reorganization. Secured claims were secured by substantially all of the
      assets of the Company and had been paid prior to April 25, 2005. The
      bankruptcy proceeding concluded in January 2006 and no additional claims
      may be filed after that date.

      Prior to the conclusion of bankruptcy proceedings in January 2006, the
      Company operated their business as a debtor-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 vendor liabilities. 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 was no accrued interest at April 25, 2005
      relating to those obligations.

      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. As of April 2005, the Company's Board of Directors approved
      termination of the 401(k) plan. As of August 2005, the 401(k) plan has
      been terminated and all participant balances have been disbursed. As of
      March 2005, the Company also terminated its employee health insurance
      plan.


                                      F-12
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

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 been paid
      prior to the conclusion of the bankruptcy proceedings in accordance with
      the Company's Plan of Reorganization. The Company completed its July 31,
      2005 tax returns and the Bankruptcy Administrator had sufficient funds
      escrowed to pay these taxes.

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

      Treasury Stock - The Predecessor Company's treasury stock has been retired
      pursuant to a Bankruptcy Court order expunging those shares.

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The following are the Company's significant accounting policies:

      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.


                                      F-13
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 5).

      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 all periods presented
      therefore diluted EPS is the same as basic EPS.

      STOCK OPTIONS

      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, 317,166 options expired. The Company repurchased the remaining
      options (486,734) on January 25, 2005 for a total cost of $4,867 (Note 6).
      Effective January 25, 2005, the Company's stock option plan was
      terminated.

      In December 2004, the Financial Accounting Standards Board issued SFAS No.
      123 (revised 2004), "Share-Based Payment". SFAS 123 (revised 2004)
      requires companies to recognize in the statement of operations the
      grant-date fair value of stock options and other equity-based
      compensation. That cost will be recognized over the period during which an
      employee is required to provide service in exchange for the award, usually
      the vesting period. Subsequent changes in fair value during the requisite
      service period, measured at each reporting date, will be recognized as
      compensation cost over that period. In April 2005, the SEC extended the
      effective date for SFAS No. 123 (revised 2004) for public companies, to
      the beginning of a registrant's next fiscal year that begins after June
      15, 2005. The Company adopted SFAS No. 123 (revised 2004) on August 1,
      2005. Adoption of this standard did not have an impact on the Company's
      financial position or results of operations.


                                      F-14
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      USE OF ESTIMATES

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America 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.

      RECENT ACCOUNTING PRONOUNCEMENTS

      There are no recently issued accounting pronouncements that are expected
      to have a significant impact on the Company's financial statements.

      RECLASSIFICATIONS

      Certain prior year balances have been reclassified to conform with the
      current year presentation.

NOTE 4 RELATED PARTY TRANSACTIONS

      RENT

      The Company is using a portion of the premises occupied by First Americas
      Management, LLC ("First Americas") located at 1775 Broadway, New York, New
      York, 10019 as its principal office. Isaac Kier, the President of the
      Company, is an owner of First Americas. First Americas has agreed to waive
      payment of any rent by the Company for use of the offices. The Company has
      not paid any rent for its principal office since April 26, 2005.

      LOAN PAYABLE - MAJORITY SHAREHOLDER

      As of July 31, 2006 and 2005, the Company has received loans cumulatively
      totaling $163,248 and $44,000, respectively, from the majority shareholder
      at an interest rate of 8%, which are due on demand. The purpose of the
      loans was to provide funding necessary for the Company to continue its
      corporate existence, seek out a business combination and fund professional
      fees and expenses related to being an SEC reporting company. Interest
      expense related to these loans totaled $10,334 and $ 470 for the year
      ended July 31, 2006 and for the period from April 26, 2005 through July
      31, 2005, respectively.


                                      F-15
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 5 INCOME TAXES

      MPLC, Inc. has approximately $172,000 and $94,000 in net operating loss
      carryovers at July 31, 2006 and 2005, respectively, available to reduce
      future income taxes through 2026. These carryovers have been reduced to
      zero and will be cancelled as a result of the change in control provisions
      of Section 382 of the Internal Revenue Code (see Note 12). The Company had
      approximately $10,700,000 in net operating loss carryovers available to
      reduce future income taxes at April 25, 2005. These carryovers were
      reduced to zero and cancelled as a result of the Company's bankruptcy and
      in accordance with the change in control provisions of Section 382 of the
      Internal Revenue Code. The tax effects of temporary differences that
      give/gave effect to the net deferred tax assets (liabilities) are/were as
      follows:

<TABLE>
<CAPTION>
                                                                                           Predecessor
                                                              Successor Company              Company
                                                      --------------------------------    --------------
                                                         July 31,          July 31,         April 25,
                                                           2006              2005              2005
                                                      --------------    --------------    --------------
<S>                                                   <C>               <C>               <C>
Deferred tax assets:
  Net operating loss carryforwards                    $       69,000    $       38,000    $    4,300,000
                                                      --------------    --------------    --------------
    Total gross deferred tax assets                           69,000            38,000         4,300,000
                                                      --------------    --------------    --------------

Deferred tax liabilities:
                                                      --------------    --------------    --------------
    Total gross deferred tax liabilities                          --                --                --
                                                      --------------    --------------    --------------
Total net deferred tax assets, before  valuation
  allowance and cancellation under IRC 382                    69,000            38,000         4,300,000
Cancelled in accordance with change of control               (69,000)          (38,000)       (4,300,000)
  provisions of IRC 382 (Note 12)
Valuation allowance                                               --                --                --
                                                      --------------    --------------    --------------
Net deferred tax (liabilities) assets                 $           --    $           --    $           --
                                                      ==============    ==============    ==============
</TABLE>

The provision for (benefit from) income taxes is as follows:

<TABLE>
<CAPTION>
                                              Successor Company                    Predecessor Company
                                   -----------------------------------------      ----------------------
                                    For the Year           Period from April       Period from August 1,
                                   Ended July 31,          26, 2005 Through       2004 Through April 25,
                                        2006                 July 31, 2005                2005
                                   --------------          -----------------      ----------------------
<S>                                <C>                       <C>                      <C>
Current
  Federal                          $           --            $           --           $           --
  State                                    (3,246)                       --                       --
                                   --------------            --------------           --------------
Deferred                                       --                        --                       --
                                   --------------            --------------           --------------
Benefit from income taxes          $       (3,246)           $           --           $           --
                                   ==============            ==============           ==============
</TABLE>


                                      F-16
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 6 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 expired seven years after the
      grant date. Stock options vested over a period from 2-5 years as
      determined by the stock option committee. No stock options were granted
      during the periods from August 1, 2004 through July 31, 2005. Stock Option
      Plan activity during the periods indicated is as follows:


                                                  Number of    Weighted-Average
                                                   Shares       Exercise Price
                                               --------------  ---------------
Balance at July 31, 2004
                                                      803,900             2.19

  Granted                                                  --               --

  Expired                                            (317,166)            1.80

  Repurchased and cancelled pursuant to
    Plan of Reorganization                           (486,734)            2.53
                                               --------------

Balance at July 31, 2005                                   --               --
                                               ==============

      At July 31, 2005, the number of options exercisable was -0- and the
      weighted-average exercise price of those options was $-0-. 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,
      317,166 options expired. The Company repurchased the remaining options
      (486,734) on January 25, 2005 for a cost of $4,867. Effective January 25,
      2005, the Company's stock option plan was terminated.


                                      F-17
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 7 401(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. 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 for any of the periods presented in the accompanying statements
      of operations. In April 2005, the Company's Board of Directors terminated
      the profit sharing plan.

NOTE 8 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 year ended July 31, 2005 was $35,000.

NOTE 9 FAIR VALUE OF FINANCIAL INSTRUMENTS

      CASH, PREPAID EXPENSES, ACCOUNTS PAYABLE, ACCRUED EXPENSES & OTHER
      LIABILITIES

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

      LOAN PAYABLE - MAJORITY SHAREHOLDER

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

NOTE 10 SEGMENT REPORTING

      In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
      Related Information" was issued, which amends the requirements for a
      public enterprise to report financial and descriptive information about
      its reportable operating segments. Operating segments, as defined in the
      pronouncement, are components of an enterprise about which separate
      financial information is available that is evaluated regularly by the
      Company in deciding how to allocate resources and in assessing
      performance. The financial information is required to be reported on the
      basis that is used internally for evaluating segment performance and
      deciding how to allocate resources to segments. The Company has no
      reportable segments.


                                      F-18
<PAGE>

                                   MPLC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2006 AND 2005

NOTE 11 CONTINGENCIES

      The Company is not aware of any contingent liabilities with respect to
      litigation and claims arising in the ordinary course of its business.

NOTE 12 SUBSEQUENT EVENT

      On October 24, 2006, the Company and certain of its stockholders entered
      into a Common Stock Purchase Agreement with Trinad Capital Master Fund,
      Ltd. ("Trinad") pursuant to which the Company agreed to redeem 23,448,870
      shares of common stock from the stockholders and sell an aggregate of
      69,750,000 shares of its common stock ("Common Stock"), representing 93%
      of its issued and outstanding shares of Common Stock on the closing date,
      to Trinad in a private placement transaction for aggregate gross proceeds
      to the Company of $750,000, $547,720 of which was used for the redemption
      described below, and $202,280 was used to pay all liabilities of the
      Company owed to Isaac Kier, a director and now former President, Treasurer
      and Secretary of the Company.

      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 $547,720. 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.


                                      F-19
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND
        FINANCIAL DISCLOSURES

None.

ITEM 8A. CONTROLS AND PROCEDURES

The Company's management with the participation and under the supervision of its
Principal Executive Officer and Principal Financial Officer reviewed and
evaluated the effectiveness of the Company's disclosure controls and procedures
as defined by Rule 13a-15(c) of the Exchange Act as of the end of the fiscal
year covered by this report. Based upon their evaluation, the Company's
principal executive and financial officer concluded that, as of the end of such
period, our disclosure controls and procedures are effective. During the year
ended July 31, 2006, there have been no changes in our internal control over
financial reporting, or to our knowledge, in other factors, that have materially
affected or are reasonably likely to materially affect our internal controls
over financial reporting.

There have been no significant changes in our internal controls or in other
factors which could significantly affect internal controls over financial
reporting during the period of our evaluation, or subsequent to the date we
carried out our evaluation.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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
----                      ---        --------------------------
Robert S. Ellin           41         Chief Executive Officer, President and
                                     Director

Jay A. Wolf               34         Chief Financial Officer, Chief Operating
                                     Officer and Secretary

Barry I. Regenstein       50         Director

Issac Kier                53         Director

Jerome Chazen             79         Director


                                       12
<PAGE>

DIRECTORS AND EXECUTIVE OFFICER

Robert S. Ellin, Chief Executive Officer, President and Director

Robert S. Ellin is a Managing Member of Trinad, 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.

Jay A Wolf, Chief Financial Officer, Chief Operating Officer and Secretary

Jay A. Wolf 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. (OPTO), 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.

Barry I. Regenstein, Director

Barry I. Regenstein 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.

Isaac Kier, Director

Isaac Kier has served as a director since April 2005, and was the Company's
president, secretary and treasurer from April 2005 until October, 2006. He will
serve on the board of directors until the next annual shareholders' meeting of
the Company or until a successor is elected. Since April 1997, Mr. Kier has been
a principal of First Americas Management, LLC and since February 2006 he has
been a principal of Kier Global, LLC, both investment partnerships focusing on
merger and acquisition opportunities globally. From 2004 to 2006 he served as
treasurer and director of Tremisis Energy Acquisition Corporation (TEGY.OB now
NASDAQ:RAME). From February 2000 to February 2006, Mr. Kier was a member of the
general partner of Coqui Capital Partners, a venture capital firm licensed by
the SBA with investments in telecommunications, media and biotechnology. Mr.
Kier has served on the Board of Directors of Hana Biosciences (NASDAQ: HNAB)
since February 2004. Since 2004 he has served as a director of Rand Logistics,
Inc. (RAQC.OB), and since 2005 he has served as a director of Paramount
Acquisition Corp (PMQC.OB), both special purpose acquisition companies. He
served as President, Chief Executive Officer and Chairman of the Board of Lida,
Inc (NASDAQ: LIDA) from 1981 until 1995. He was a lead investor in eDiets.com
(NASDAQ: DIET) in 1999. From 1987 to 1997, he also served as the Managing
Partner of Dana Communications Limited, a non-wireline cellular licensee. Mr.
Kier received an AB in Economics from Cornell University and a JD from George
Washington University Law School.


                                       13
<PAGE>

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.

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.

There are no family relationships among the officers and directors of the
Company.

INVOLVEMENT IN 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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

No person who, during the fiscal year ended July 31, 2006, was a director,
officer or beneficial owner of more than ten percent of our common stock failed
to file on a timely basis, reports required by Section 16 of the Exchange Act
during the most recent fiscal year or prior years. The foregoing is based solely
upon our review of Forms 3 and 4 during the most recent fiscal year as furnished
to us under Rule 16a-3(d) under the Exchange Act, and Forms 5 and amendments
thereto furnished to us with respect to its most recent fiscal year, and any
representation received by us from any reporting person that no Form 5 is
required.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to our principal executive,
financial and accounting officers and persons performing similar duties. The
Code is designed to deter wrong-doing and promote honest and ethical behavior,
full, fair, timely, accurate and understandable disclosure and compliance with
applicable governmental laws, rules and regulations. It is also designed to
encourage prompt internal reporting of violations of the Code to an appropriate
person and provides for accountability for adherence to the Code.


                                       14
<PAGE>

ITEM 10. 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 executive
officer and David Allen, who served as an executive officer until April 2005.

<TABLE>
<CAPTION>
                                                                                 Long-Term            All Other
                                                                                Compensation       Compensation (1)
                                             Annual Compensation                   Awards                ($)
                                     ---------------------------------       ------------------    ---------------
Name and Principal Position(s)       Year     Salary ($)      Bonus ($)          Securities
                                                                             Underlying Options
<S>                                  <C>       <C>            <C>                            <C>                <C>
Isaac Kier (1)                       2006            --             --                       --                 --
  President, Secretary, Treasurer    2005            --             --                       --                 --
  and Director                       2004            --             --                       --                 --

David Allen                          2006            --             --                       --                 --
  President, Chief Executive         2005      $160,000       $100,000                       --                 --
  Officer, Chief Financial Officer   2004      $160,000             --                       --                 --
  and Secretary
</TABLE>

(1) As of the date of this report, Mr. Kier receives no compensation for his
services as a director of the Company.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Company granted no options during fiscal year 2006. Pursuant to an order
from the Bankruptcy Court, all outstanding options were repurchased by the
Company for $0.01 per share and cancelled. Accordingly, the Company has no
options outstanding as of the date hereof.

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

No executive officers exercised options during fiscal 2006. There are no
outstanding options as of July 31, 2006 and 2005.

Employment Contracts with Executive Officers

The Company was a party to an employment agreement with Mr. Allen. Mr. Allen
voluntarily terminated his employment agreement on April 26, 2005 and the
Company has no obligation remaining under such agreement.


                                       15
<PAGE>

ITEM 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this report, there are 75,000,000 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 the foregoing
executive officers (including the former executive officer) 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.

    Name, Position and Address of             Number of Shares       Percent of
           Beneficial Owner                  Beneficially Owned       Class (%)
    -----------------------------            ------------------      ----------
Trinad Capital Master Fund, Ltd.(1)             69,750,000(1)            93
Trinad Management, LLC
Trinad Capital LP
Trinad Advisors GP, LLC
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

Isaac Kier                                       1,785,085               2.4
Director
1775 Broadway, Suite 604
New York, NY 10019

Jerome Chazen                                      238,011                *
Director
c/o Chazen Capital Partners
767 Fifth Avenue
New York, NY 10153

Robert S. Ellin(1)                              69,750,000(1)            93
Director, Chief Executive Officer and
President
c/o Trinad Management LLC
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

Barry I. Regenstein                                      0                *
Director
c/o Trinad Management LLC
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

Jay A. Wolf(1)                                  69,750,000(1)            93
Chief Financial Officer, Chief
Operating Officer and Secretary
c/o Trinad Management LLC
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA 90067

*Less than 1%

(1) This information is based on a Schedule 13D filed with the Securities and
Exchange Commission on October 31, 2006

As of July 31, 2006 and 2005, there are no operative equity compensation plans.


                                       16
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer
or beneficial holder of more than 5% of the outstanding Common Stock, or any of
their respective relatives, spouses, associates or affiliates, has had or will
have any direct or material indirect interest except as noted below.

On October 24, 2006, the Company and certain of its stockholders entered into a
Common Stock Purchase Agreement with Trinad, pursuant to which we have agreed to
redeem 23,448,870 shares of Common Stock from the stockholders and sell an
aggregate of 69,750,000 shares of our 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,
$547,720 of which was used for the redemption described below, and $202,280 was
used to pay all loans to the Company from Isaac Kier, a director and the former
president, treasurer and secretary of the Company.

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 $547,720. 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.

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 5, "Recent
Sales of Unregistered Securities." Mr. Kier, director of the Company, is the
sole member of First Americas. First Americas subsequently distributed shares to
Mr. Kier who sold shares to Mr. Chazen, Mr. Banon and two other individuals.

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. This payment was approved by the Bankruptcy Court.

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

Trinad has indicated to us that it currently intends to provide the Company with
limited funding, on an as needed basis, necessary for the Company to continue
its corporate existence and its business objective to seek a Business
Combination, as well as funding the costs, including professional auditing and
accounting fees and expenses related to continuing to be a reporting company
under the Exchange Act. However, the Company has no written agreement with
Trinad to provide any interim financing for any period and there is no assurance
that it 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. Several of our directors serve as directors of
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.


                                       17
<PAGE>

ITEM 13. 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

10.3(1)             Common Stock Purchase Agreement, dated October 24, 2006 by
                    and among Trinad Capital Master Fund, Ltd., the Company, and
                    Isaac Kier, Jerome A. Chazen, Sid Banon, Lawrence S. Coben
                    and Ralph Kier

14                  Code of Ethics (Incorporated by reference from the Form
                    10-KSB for the fiscal year ended July 31, 2005)

31.1                Certification of Chief Executive Officer pursuant to Rule
                    13a-14(a)/15d-14(a)

31.2                Certification of Chief Financial Officer pursuant to Rule
                    13a-14(a)/15d-14(a)

32.1                Certification of Chief Executive Officer pursuant to 18
                    U.S.C Section 1350

32.2                Certification of Chief Financial Officer pursuant to 18
                    U.S.C Section 1350

----------
* Incorporated herein by reference to Form 10-SB filed with the Commission on
June 20, 2005 and amended on July 21, 2005

(1) Incorporated herein by reference to Exhibit 10.1 to Form 8-K filed with the
Commission on October 30, 2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed or to be billed by Carlin, Charron & Rosen, LLP for
each of the last two fiscal years for professional services rendered for the
audit of the Company's annual financial statements included in the Company's
Registration Statement on Form 10, Annual Report on Form 10-KSB and review of
financial statements included in the Company's quarterly reports on Form 10-QSB,
and services that were provided in connection with statutory and regulatory
filings or engagements were approximately $11,000 for fiscal 2006 and $26,000
for fiscal 2005.

Audit-related Fees

The aggregate fees billed or to be billed by Carlin, Charron & Rosen, LLP for
each of the last two fiscal years for assurance and related services that were
reasonably related to the performance of the audit or review of the Company's
financial statements and that are not reported under "Audit Fees" above were $0
for fiscal 2006 and $0 for fiscal 2005.

Tax Fees

The aggregate fees billed or to be billed by Carlin, Charron & Rosen, LLP in
each of the last two fiscal years for professional services rendered for tax
compliance, tax advice and tax planning were $1,000 for fiscal 2006 and $6,600
for fiscal 2005. The nature of the services performed for these fees included
preparation of federal and state corporate income tax returns.

All Other Fees

There were no other fees billed to the Company by Carlin, Charron & Rosen, LLP
during fiscal 2006 or fiscal 2005.


                                       18
<PAGE>

                                    SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.

                                             MPLC, Inc.


Date: November 7, 2006                       By: /s/ Robert S. Ellin
                                                 -------------------------------
                                                 Name:  Robert S. Ellin
                                                 Title: Chief Executive Officer,
                                                        President and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Date: November 7, 2006                       By: /s/ Jay A. Wolf
                                                 -------------------------------
                                                 Name:  Jay A. Wolf
                                                 Title: Chief Financial Officer,
                                                        Chief Operating Officer
                                                        and Secretary


Date: November 7, 2006                       By: /s/ Barry I. Regenstein
                                                 -------------------------------
                                                 Name:  Barry I. Regenstein
                                                 Title: Director


Date: November 7, 2006                       By: /s/ Isaac Kier
                                                 -------------------------------
                                                 Name:  Isaac Kier
                                                 Title: Director


Date: November 7, 2006                       By: /s/ Jerome Chazen
                                                 -------------------------------
                                                 Name:  Jerome Chazen
                                                 Title: Director


                                       19