Sec Form 3 Filing - Akres Jeffrey @ MPLC, Inc. - 2007-02-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Akres Jeffrey
2. Issuer Name and Ticker or Trading Symbol
MPLC, Inc. [ MPNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 15260 VENTURA BOULEVARD, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2007
(Street)
SHERMAN OAKS, CA91403
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 821,507,861 I Held by MPLC Holdings, LLC ( 1 )
Series C Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 3,697,944 I Held by Purple Sky Pty Ltd., Trustee of the JI Family Trust ( 2 )
Series C Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 10,662,368 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Akres Jeffrey
C/O 15260 VENTURA BOULEVARD
20TH FLOOR
SHERMAN OAKS, CA91403
X
Signatures
/s/ Jeffrey Akres 02/22/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is a manager of MPLC Holdings, LLC. MPLC Holdings, LLC, obtained the securities pursuant to the closing of the transactions contemplated under an Exchange Agreement dated January 31, 2007 (the "Exchange Transaction"). The securities are convertible into common stock at the rate of 4358.21 shares of common stock for each share of preferred stock (the "Conversion Rate"), or an aggregate 821,507,861 shares of common stock (pre-reverse stock split), immediately and automatically upon the filing and acceptance of an amendment to the Issuer's Certificate of Incorporation effecting a 1-for-300 reverse stock split of the common stock (the "Reverse Split"). Following the Reverse Split, the securities will be converted into 2,738,360 shares of common stock (post reverse stock split). The Reporting Person disclaims any beneficial ownership in the securities.
( 2 )The Reporting Person is an executive officer of Purple Sky Pty Ltd., which is the trustee of the JI Family Trust. Purple Sky Pty Ltd. obtained the securities pursuant to the closing of the Exchange Transaction. The securities are convertible into common stock at the Conversion Rate, or an aggregate 3,697,944 shares of common stock (pre-reverse stock split), immediately and automatically upon the filing and acceptance of an amendment to the Issuer's Certificate of Incorporation effecting the Reverse Split. Following the Reverse Split, the securities will be converted into 12,327 shares of common stock (post reverse stock split).
( 3 )The Reporting Person obtained the securities pursuant to the closing of the Exchange Transaction. The securities are convertible into common stock at the Conversion Rate, or an aggregate 10,662,368 shares of common stock (pre-reverse stock split), immediately and automatically upon the filing and acceptance of an amendment to the Issuer's Certificate of Incorporation effecting the Reverse Split. Following the Reverse Split, the securities will be converted into 35,542 shares of common stock (post reverse stock split).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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