SECURITIES AND EXCHANGE COMMISSION


**WASHINGTON,
      DC 20549**


**Amendment
      No. 1 to Form 10-KSB**


(Mark
                One)þ
            
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
      the fiscal year ended December 31, 2007**


o
            
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the transition period from ____________ to _______________**




Commission
      file number 001-12555


**New
      Motion, Inc.**


(name
      of
      small business issuer in its charter)


doing
      business as





Delaware
            
            06-1390025State
                or other jurisdiction of
              incorporation
                or organization
            
            (I.
                R. S. Employer Identification No.)


**42
      Corporate Park, Suite 250**


**Irvine,
      CA 92606**


(Address
      of principal executive offices and zip code)


**(949)
      777-3700**


(Issuer’s
      telephone number)




Securities
      registered under Section 12(b) of the Exchange Act: Common Stock, $0.01 par
      value


Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, $0.01 par
      value




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




Check
      whether the issuer (1) 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 last 90 days.


Yes þ No o




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 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. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)


Yes o No þ




The
      issuer’s revenues for the fiscal year ended December 31, 2007 were:
      $36,982,000.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates, computed using an average of the closing bid and ask price
      of
      $4.75, as of April 25, 2008, was $60,639,013.




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 þ No o




As
      of
      April 25, 2008, the issuer had 22,527,992 shares of common stock issued and
      outstanding.




Transitional
      Small Business Disclosure Format (Check one): Yes o No þ







**Explanatory
      Note**




The
      following Items amend the Annual Report of Form 10-KSB filed by New Motion,
      Inc.
      (the “Company”) on March 31, 2008 (the “Form-10-KSB”), as permitted by the rules
      and regulations promulgated by the Securities and Exchange Commission. The
      Form
      10-KSB is hereby amended to insert those items as set forth herein. All
      capitalized terms used herein but not defined shall have the meanings ascribed
      to them in the Form 10-KSB. ****




**Part
      III**




**Item
      9.**  **DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND**  **CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE**  **ACT**




The
      following table sets forth the name, age and position of each of our executive
      officers and directors as of April 27, 2008.




Name
            Age
            PositionBurton
                Katz
            36
            Chief
                Executive Officer and DirectorAndrew
                Stollman
            42
            President
                and DirectorDaniel
                Harvey
            49
            Chief
                Financial Officer and SecretaryRaymond
                Musci
            47
            Chief
                Operating Officer and DirectorRobert
                B. Machinist
            55
            Chairman
                of the BoardRobert
                Ellin
            42
            DirectorLawrence
                Burstein
            65
            DirectorJerome
                Chazen
            80
            Director


***Burton
      Katz*** Mr. Katz has served as our Chief Executive Officer and as a Director since
      the closing of our exchange transaction with New Motion, Inc. (now called New
      Motion Mobile), on February 12, 2007. Mr. Katz has served in the same capacities
      with New Motion Mobile, Inc, since September 2006. Mr. Katz has been involved
      in
      the mobile industry since its inception. Since 2001, Mr. Katz was with
      Buongiorno S.p.A., where he was president of Buongiorno’s North American
      operations and past executive of its U.K. operations. Mr. Katz oversaw strategic
      planning and implementation of both Buongiorno’s B2B business and the successful
      U.S. launch of their consumer brand. Prior to joining Buongiorno in 2001, Mr.
      Katz was a principal in PricewaterhouseCooper’s E-Business Division, where he
      advised global telecom and media clients on pioneering new products and
      developing digital distribution channels. Mr. Katz holds a masters degree in
      business administration degree in marketing and interactive technologies from
      the University of Southern California.




***Andrew
      Stollman.*** Mr.
      Stollman became our President and a Director upon the completion of our merger
      with Traffix, Inc. on February 4, 2008. Mr. Stollman had been Traffix’s
      President since November, 2002, its Chief Operating Officer from January, 2001
      to November, 2002, and its Secretary and a director of Traffix since January
      1995. From February 2000 until January2001, Mr. Stollman was also Traffix’s
      Executive Vice President and from January 1995 until February 2000, he was
      its
      Senior Vice President. Mr. Stollman was also Traffix’s President from September
      1993 to December 1994.




***Daniel
      Harvey.*** Mr.
      Harvey became our Chief Financial Officer upon the completion of our merger
      with
      Traffix, Inc. on February 4, 2008. Mr. Harvey had been Traffix’s Chief Financial
      Officer since January 1997. Mr. Harvey joined Traffix in September 1996. From
      November 1991 to August 1996, he was a Senior Manager with the accounting firm
      of Feldman, Gutterman, Meinberg & Co. Mr. Harvey is a Certified Public
      Accountant.




***Raymond
      Musci.*** Mr. Musci became our interim Chief Operating Officer, upon the departure of
      our
      former Chief Operating Officer, Susan Swenson on March 17, 2008. Mr. Musci
      has
      also served as a director since May 2007. From August 2006 through February
      2008, Mr. Musci served as President of New Motion Mobile, Inc., and prior to
      joining our organization as an employee, Mr. Musci was a consultant to our
      operations from January through August of 2006. Mr. Musci brings over 25 years
      of high tech, media, entertainment and consumer product experience to us. From
      1999 to 2006, Mr. Musci was Chief Executive Officer of Bam! Entertainment,
      Inc.,
      a company he founded in 1999 that published and distributed movie, sports and
      cartoon video games to a wide range of retailers. Prior to Bam!, from 1996
      to
      1999, Mr. Musci was president and chief executive officer of the U.S. subsidiary
      of Infograms Entertainment, Inc., now better known as Atari, Inc. In that
      position, he oversaw all aspects of the company's North American unit, was
      responsible for 250 employees, and grew global revenues from $60 million to
      $300
      million, and U.S. revenues from $80 million to $150 million. Before joining
      Infograms/Atari, Mr. Musci was founder, president and chief executive officer
      of
      Ocean Of America, Inc., a publisher and distributor of entertainment software.
      Founded in 1990, Mr. Musci built the company to annual revenues of $50 million,
      and sold it to Infograms/Atari in 1996. Mr. Musci holds a degree in criminal
      justice with a minor in business administration from Western New Mexico
      University. Mr. Musci is a director of publicly traded Tag-It Pacific,
      Inc.




2


***Robert
      B. Machinist*** ****** Mr.
      Machinist became
      our Chairman of the Board upon the completion of our merger with Traffix, Inc.
      on February 4, 2008. Mr.
      Machinist was
      appointed a director of Traffix in August 2004. Mr.
      Machinist is currently Chairman, CEO and Managing Partner of MB Investment
      Partners, a diversified wealth management company in New York. Prior thereto,
      Mr. Machinist was a Managing Partner of M Capital, LLC, a private equity
      investment firm in Rye, New York. He also runs a private family investment
      company. From November 1998 until December 2001, Mr. Machinist served as
      managing director and head of investment banking for the Bank of New York and
      its Capital Markets division. From 1986 through November 1998, Mr. Machinist
      was
      president and one of the principal founders of Patricof & Co. Capital Corp.
      (and its successor companies), a multinational investment banking business,
      until its acquisition by the Bank of New York. Mr. Machinist is also a director
      of Deerfield Capital and United Pacific Industries.




***Robert
      S. Ellin.*** Mr.
      Ellin has served as one of our directors since October 24, 2006, and served
      as
      our Chief Executive Officer and President from October 24, 2006 to February
      12,
      2007. Mr. 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 in 2004, 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.




***Lawrence
      Burstein*** Mr.
      Burstein became a director upon the completion of our merger with Traffix,
      Inc.
      on February 4, 2008. Mr. Burstein has been a director of Traffix since April
      1999. Since March 1996, Mr. Burstein has been Chairman of the Board and a
      principal shareholder of Unity Venture Capital Associates, Ltd., a private
      venture capital firm. For approximately ten years prior thereto, Mr. Burstein
      was the President, a director and principal stockholder of Trinity Capital
      Corporation, a private investment banking concern. Trinity ceased operations
      upon the formation of Unity Venture Capital Associates, Ltd. in 1996. Mr.
      Burstein is a director of several companies, being, respectively, THQ, Inc.,
      engaged in the development and marketing of games for Sony, Microsoft and
      Nintendo; CAS Medical Systems, Inc., engaged in the manufacture and marketing
      of
      blood pressure monitors and other disposable products, principally for the
      neonatal market; I.D. Systems Inc., engaged in the design, development and
      production of a wireless monitoring and tracking system which uses radio
      frequency technology; Millennium India Acquisition Corp., a public acquisition
      vehicle engaged in searching for an acquisition in India; and American Telecom
      Systems, Inc., engaged in the development and marketing of convergent
      telecommunication services.




***Jerome
      A. Chazen.*** Jerome
      A. Chazen has served as one of our directors since April 2005. Mr. Chazen is
      also Chairman of Chazen Capital Partners, a private investment company. Prior
      to
      Chazen Capital Partners, 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.




During
      the past five years, none of our executive officers or directors has had any
      bankruptcy petition filed by or against any business of which such officer
      or
      director was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that time. Also, during the past five
      years, none of our executive officers or directors have been convicted in a
      criminal proceeding or are subject to a pending criminal proceeding, excluding
      traffic violations or similar misdemeanors, nor have they been subject to any
      order, judgment, or decree, not subsequently reversed, suspended or vacated,
      of
      any court of competent jurisdiction, permanently or temporarily enjoining,
      barring, suspending or otherwise limiting their involvement in any type of
      business, securities, or banking activities, nor have they been found by a
      court
      of competent jurisdiction (in a civil action), the Commission, or the Commodity
      Futures Trading Commission to have violated a federal or state securities or
      commodities law, which judgment has not been reversed, suspended, or vacated.




3


***Board
      Composition and Committees***




Effective with
      the consumation of the merger with Traffix on February 4, 2008, our board of
      directors consisted of four “independent”
      members, as that term is defined in Section 4200 of the Marketplace Rules as
      required by the NASDAQ Stock Market: Robert B. Machinist, Robert Ellin, Lawrence
      Burstein and Jerome Chazen. Our board also has three seats held by
      non-independent executive directors: Burton Katz, Andrew Stollman and Raymond
      Musci. Each of our directors will serve until our next annual meeting or until
      his or her successor is duly elected and qualified. We have separately
      designated audit, compensation or nominating committees of our board of
      directors; our audit committee is chaired by Robert B. Machinist, and is seated
      by Lawrence Burstein and Jerome Chazen. We have determined that Robert B.
      Machinist qualifies as an “audit committee financial expert” within the meaning
      of the rules and regulations of the SEC and that each of our other two audit
      committee members are able to read and understand fundamental financial
      statements and have substantial business experience that results in that
      member's financial sophistication. We also have a compensation committee that
      is
      chaired by Lawrence Burstein, and is seated by Jerome Chazen. Our nominating
      and
      corporate governance committee is chaired by Jerome Chazen, and is seated by
      Robert Ellin and Robert B. Machinist.




Gil
      Klier, Barry Regenstein, and Drew Larner were also members of our Board of
      Directors during the last completed fiscal year, and resigned from their
      positions as directors on February 4, 2008, upon the completion of our merger
      with Traffix, Inc. Each of Mr. Regenstein, Mr. Larner and Mr. Klier were
“independent” members of our board, as that term is defined in Section 4200 of
      the Marketplace Rules as required by the NASDAQ Stock Market.




***Stockholder
      Nominees to Board of Directors***




A
      New
      Motion stockholder may nominate one or more persons for election as a director
      at an annual meeting of stockholders if the stockholder complies with the
      notice, information and consent provisions contained in our Bylaws. Stockholders
      who desire the Compensation and Nominating Committee to consider a candidate
      for
      nomination as a director at the 2009 annual meeting must submit advance notice
      of the nomination to the Committee a reasonable time prior to the mailing date
      of the proxy statement for the 2009 annual meeting. The recommendation should
      be
      addressed to our Corporate Secretary.




A
      stockholder’s notice of a proposed nomination for director to be made at an
      annual meeting must include the following information:




·
            the
                name and address of the stockholder proposing to make the nomination
                and
                of the person or persons to be
                nominated;




·
            a
                representation that the holder is a stockholder entitled to vote
                his or
                her shares at the annual meeting and intends to vote his or her shares
                in
                person or by proxy for the person or persons nominated in the
                notice;




·
            a
                description of all arrangements or understandings between the
                stockholder(s) supporting the nomination and each
                nominee;




·
            any
                other information concerning the proposed nominee(s) that we would
                be
                required to include in the proxy statement if the Board of Directors
                made
                the nomination; and




·
            the
                consent of the nominee(s) to serve as director if
                elected.




4


***Code
      of Ethical Conduct***




Our
      board
      of directors has adopted a Code of Ethical Conduct (the “Code of Conduct”) which
      constitutes a “code of ethics” as defined by applicable SEC rules and a “code of
      conduct” as defined by applicable NASDAQ rules. We require all employees,
      directors and officers, including our Chief Executive Officer, President and
      Chief Financial Officer, to adhere to the Code of Conduct in addressing legal
      and ethical issues encountered in conducting their work. The Code of Conduct
      requires that these individuals avoid conflicts of interest, comply with all
      laws and other legal requirements, conduct business in an honest and ethical
      manner and otherwise act with integrity and in our best interest. The Code
      of
      Conduct contains additional provisions that apply specifically to our Chief
      Financial Officer and other financial officers with respect to full and accurate
      reporting. The Code of Conduct is available on our website at www.atrinsic.com
      and has been filed as an exhibit to our Annual Report on Form 10-KSB. You may
      also request a copy of the Code of Conduct by writing or calling us
      at:




New
      Motion, Inc.


Attn:
      Investor Relations


42
      Corporate Park, Suite 250


Irvine,
      CA 92606




Any
      waiver of the Code of Conduct pertaining to a member of our Board or one of
      our
      executive officers will be disclosed in a report on Form 8-K filed with the
      Securities and Exchange Commission.




***Section
      16(A) Beneficial Ownership Reporting Compliance***




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
      and executive officers and the holders of more than 10% of our common stock
      to
      file with the Securities and Exchange Commission initial reports of ownership
      and reports of changes in ownership of our equity securities. Executive
      officers, directors and greater-than-ten percent stockholders are required
      by
      SEC regulations to furnish us with all Section 16(a) forms they file. Based
      solely on our review of the copies of the forms received by us and written
      representations from certain reporting persons that they have complied with
      the
      relevant filing requirements, we believe that, during the year ended December
      31, 2007, all of our executive officers, directors and the holders of 10% or
      more of our common stock complied with all Section 16(a) filing requirements,
      except for Trinad Capital Master Fund Ltd., Trinad Management, LLC, Trinad
      Capital L.P., Trinad Advisors GP, LLC, Jay Wolf and Robert Ellin, who did not
      timely file a Form 4 to report one transaction; Drew Larner who did not timely
      file a Form 4 to report one transaction; Burton Katz who did not timely file
      a
      Form 4 to report one transaction; Barry Regenstein who did not timely file
      a
      Form 4 to report one transaction; Jerome Chazen who did not timely file a Form
      4
      to report one transaction; and Susan Swenson who did not timely file a Form
      4 to
      report one transaction.




**Item
      10. EXECUTIVE COMPENSATION**




***Summary
      Compensation Table***




The
      following table provides disclosure concerning all compensation paid for
      services to us in all capacities for our fiscal year ended December 31, 2007
      (i)
      as to each person serving as our Chief Executive Officer during our fiscal
      year
      ended December 31, 2007, (ii) as to our two most highly compensated executive
      officers other than our Chief Executive Officer who were serving as executive
      officers at the end of our fiscal year ended December 31, 2007, whose
      compensation exceeded $100,000 and (iii) as to two other individuals, who were
      not executive officers as of our fiscal year ended December 31, 2007, but were
      providing services to us at such time, whose compensation exceeded $100,000.
      The
      people listed in the table below are referred to as our “named executive
      officers”.




5


**Summary
        Compensation Table**
  **Name
                  and**
              
              
              
              
              
              
              
              **Option**
              
              **All
                  Other****Principal
                  Position**
              
              **Year**
              
              **Salary**
              
              **Bonus**
              
              **Awards
                  (1)**
              
              **Compensation**
              
              **Total**Burton
                  Katz (2)
              
              
              2007
              
              $
              305,095
              
              $
              350,000
              
              $
              216,091
              
              $
              12,405
              
              $
              883,591Chief
                  Executive Officer
              
              
              2006
              
              
              87,151
              
              
              50,000
              
              
              32,976
              
              
              -
              
              
              170,127and
                  DirectorRaymond
                  Musci (3)
              
              
              2007
              
              
              360,000
              
              
              75,000
              
              
              -
              
              
              -
              
              
              435,000Chief
                  Operating Officer
              
              
              2006
              
              
              307,500
              
              
              -
              
              
              -
              
              
              -
              
              
              307,500and
                    DirectorAllan
                  Legator  (4)
              
              
              2007
              
              
              193,397
              
              
              25,000
              
              
              -
              
              
              10,978
              
              
              229,375Vice
                  President,
              
              
              2006
              
              
              175,833
              
              
              34,220
              
              
              -
              
              
              21,835
              
              
              231,888Human
                  ResourcesScott
                  Walker (5)
              
              
              2007
              
              
              233,244
              
              
              -
              
              
              53,319
              
              
              66,356
              
              
              352,919Vice
                  President,
              
              
              2006
              
              
              213,541
              
              
              164,408
              
              
              -
              
              
              33,839
              
              
              411,788MarketingZach
                  Greenberger (6)
              
              
              2007
              
              
              201,538
              
              
              -
              
              
              72,111
              
              
              -
              
              
              273,649Chief
                  Technology Officer
              
              
              2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -and
                  Vice President,Operations


(1)
            The
                dollar amount is the amount recognized for financial statement reporting
                purposes with respect to the fiscal year in accordance with SFAS
                123(R).
                The fair value of options was estimated on the date of grant using
                the
                Black-Scholes option pricing model with the following assumptions:
                (a)
                risk free rate of 5.0%, (b) dividend yield of 0.0%, (c) expected
                option
                life of seven years, and (d) expected volatility of 86%. For further
                information, refer to Note 11 - "Stock Based Compensation," in our
                Consolidated Financial Statements, incorporated in our Annual Report
                on
                Form 10-KSB and filed with the SEC on March 31, 2008, and hereby
                incorporated by reference.


(2)
            During
                2006 and 2007, Mr. Katz was subject to an employment agreement, the
                terms
                of which are described below. Effective February 4, 2008, Mr. Katz
                is
                subject to a new employment agreement, the terms of which are described
                below. In August 2006, Mr. Katz was granted an option to purchase
                363,184
                shares of common stock at an exercise price of $2.34. In February
                2007,
                Mr. Katz was granted an option to purchase 81,250 shares of common
                stock
                at an exercise price of $6.00. Other compensation paid to Mr. Katz
                consisted of payments related to an auto allowance, pursuant to the
                terms
                of his employment agreement described
                below.


(3)
            Raymond
                Musci was serving as New Motion’s President as of our year ended December
                31, 2007, our most recently completed fiscal year. Mr. Musci resigned
                from
                such position upon the closing of New Motion’s merger with Traffix, Inc.
                on February 4, 2008.


(4)
            Mr.
                Legator is subject to an employment agreement, the terms of which
                are
                described below. Other compensation paid to Mr. Legator consisted
                of
                payments related to an auto allowance, pursuant to the terms of his
                employment agreement described
                below.


(5)
            Scott
                Walker is subject to an employment agreement, the terms of which
                are
                described below. In February 2007, Mr. Walker was granted a five
                year
                option to purchase 37,500 shares of common stock at an exercise price
                of
                $6.60. Other compensation paid to Mr. Walker consisted of payments
                related
                to an auto allowance, pursuant to the terms of his employment agreement
                described below, and commission payments on third party leads Mr.
                Walker
                generated for the Company.


(6)
            Zach
                Greenberger is subject to an employment agreement, the terms of which
                are
                described below. In February 2007, Mr. Greenberger was granted an
                option
                to purchase 50,000 shares of common stock at an exercise price of
                $6.00.





6


***Narrative
      Disclosure to Summary Compensation Table***




**Introduction**




In
      this
      section, we describe our compensation objectives and policies as applied to
      our
      named executive officers during 2007. The following discussion and analysis
      is
      intended to provide a framework within which to understand the actual
      compensation awarded to, earned or held by each named executive officer during
      2007, as reported in the compensation tables set forth above.




**Administration**




The
      Compensation Committee assists the Board of Directors in fulfilling its
      oversight responsibilities with respect to executive and director compensation,
      equity compensation plans and other compensation and benefit plans, management
      succession and other significant human resources matters. The Board approved
      a
      Charter for the Committee in 2007. None of the members of the Compensation
      Committee has been an officer or employee of ours; and the Board has considered
      and determined that all of the members are “independent members” as defined in
      Section 4200 of the Marketplace Rules as required by the NASDAQ Stock Market
      and
      otherwise meet the criteria set forth in the Committee’s Charter.




Generally,
      the Compensation Committee reviews and discusses the recommendations of the
      Chief Executive Officer regarding the compensation of our Named Executive
      Officers, evaluates the performance of our Named Executive Officers and, based
      upon the Chief Executive Officer’s recommendations and such evaluation,
      recommends their compensation to the independent members of the Board for
      determination. The Chief Executive Officer makes recommendations to the
      Compensation Committee regarding compensation for all of the Named Executive
      Officers, other than for himself. For executive officers other than the Named
      Executive Officers, the Chief Executive Officer generally determines
      compensation levels, in most cases upon the recommendation of supervising
      executives. In addition, the Compensation Committee or our full board of
      directors approves all equity awards, including for the Named Executive Officers
      and other officers, considering the recommendations of senior management. In
      certain circumstances where recommending compensation decisions to the Board
      would impair tax deductibility of executive compensation, the Compensation
      Committee makes final decisions on Named Executive Officer
      compensation.




Although
      management and any other invitees at Compensation Committee meetings may
      participate in discussions and provide information that the Compensation
      Committee considers (except for discussions with respect to any invitee’s own
      compensation, in which an executive does not participate), invitees do not
      participate in voting and decision-making.




With
      respect to the Chief Executive Officer’s compensation, for fiscal year 2007 the
      Compensation Committee of our Board of Directors made a recommendation to
      the independent members of our Board of Directors, except with respect to
      those elements of the Chief Executive Officer’s compensation that the Committee
      is required to determine itself in order to preserve the deductibility of
      compensation under Section 162(m) of the Internal Revenue Code. The
      independent members of our Board of Directors then set the amount of the Chief
      Executive Officer’s compensation, other than the elements set by the Committee,
      as described in the prior sentence.




In
      establishing recommendations for, or determining, the compensation of the Named
      Executive Officers, the Compensation Committee considers not only the
      recommendations of the Chief Executive Officer, but also objective measurements
      of business performance, the accomplishment of strategic and financial
      objectives, the development of management talent within our company, enhancement
      of shareholder value and other matters relevant to our short-term and long-term
      success.




**Executive
      Compensation**




***Philosophy***




We
      seek
      to provide an executive compensation package that is driven by our overall
      financial performance, increases to shareholder value, performance of the
      individual executive and discretionary considerations. The main principles
      of
      this strategy include the following:


·
            pay
                competitively within our industry to attract and retain key employees,
                and
                pay for performance to motivate and align our executives interests
                with
                that of our stockholders; and


·
            design
                compensation programs with a balance between short-term and long-term
                objectives, while allowing for discretionary compensation of an incentive
                nature.





7
 ***Objectives
        of Executive Compensation***




The
      primary objectives and priorities of our executive compensation program are
      to:


·
            attract,
                motivate and retain quality executive
                leadership; ·
            align
                executives’ incentive goals with the interests of our
                stockholders; ·
            enhance
                the individual executive’s performance; ·
            improve
                our overall performance; and ·
            support
                achievement of our business plans and long-term goals, while providing
                for
                elements of discretionary
                compensation.




***Elements
      of Compensation***




The
      three
      primary components of the executive compensation program are:





·
            base
                salary;


·
            annual
                performance-based and/or discretionary cash bonus;
                and


·
            long-term
                equity incentive awards in the form of stock options, restricted
                stock
                units and/or restricted stock.




The
      executive compensation program also provides certain benefits and perquisites
      to
      the Named Executive Officers, such as auto allowances and allowances for
      wireless applications.




Such
      elements are designed to be competitive with comparable employers and to achieve
      the objectives of our executive compensation program, consistent with the
      program’s philosophy. Although the Compensation Committee does not set overall
      compensation targets and then allocate among the elements, it does review total
      compensation when making decisions on each element of compensation to ensure
      that the total compensation for each Named Executive Officer is justified,
      appropriate and in the best interests of our stockholders.




Recommendations
      for, or determinations of, the amount of each element of compensation for the
      Named Executive Officers are determined by the Compensation Committee, which
      considers the following metrics to determine the amount of annual salary and
      other benefits to pay each executive: performance against corporate and
      individual objectives for the previous year; performance of their general
      management responsibilities; value of their unique skills and capabilities
      to
      support our short-term and long-term performance goals and execute on our
      business plan; and each of their contributions as members of the executive
      management team.




The
      following is a summary of the Compensation Committee’s actions during 2007 with
      respect to annual base salary, annual performance-based, or
      discretionary, cash bonus awards, and long-term equity incentive
      compensation awards.




***Annual
      Base Salary***




We
      strive
      to provide our senior executives with a level of assured cash compensation
      in
      the form of annual base salary that is competitive with companies in the digital
      entertainment and entertainment content business and similar enterprises and
      companies that are comparable in size and performance. With regard to the annual
      review of base salaries for the Named Executive Officers, the Compensation
      Committee considered a number of financial and non-financial factors in
      reviewing individual performance, some of which are not applicable to all of
      the
      Named Executive Officers due to their respective roles with our company. The
      financial factors considered in 2007 included the individual’s contribution to
      the increase in our company’s revenues, subscriber count and their impact on the
      generation of EBITDA (earnings before interest, taxes, depreciation and
      amortization) coupled with growing a subscription based business. The
      non-financial factors considered by the Compensation Committee in 2007 included
      duties and responsibilities of the executive’s position, ability to effectively
      perform and/or exceed expectations with respect to duties and responsibilities
      that accompany such position, tenure in the role, subscription growth, and
      general discretionary considerations as the Compensation Committee deemed
      appropriate in the circumstances to motivate, retain and otherwise continue
      to
      extract exemplary effort from our executives.




8


The
      Compensation Committee reviews base salaries annually and on a case by case
      basis makes adjustments, in light of past individual performance as measured
      by
      both financial and non-financial factors, the potential for making significant
      contributions in the future, all within the boundaries of governing employment
      contracts, where applicable, to ensure that salary levels remain appropriate
      and
      competitive.




The
      base
      salary for Mr. Katz, our Chief Executive Officer was increased in 2007 from
      an
      annual base salary of $300,000 to $315,000 per year. Prior to this increase,
      Mr. Katz’s annual base salary was set in accordance with the terms of his
      old employment agreement entered into on August 28, 2006, which provided for
      an
      annual base of $300,000 with guaranteed increases of at least 5% after each
      12-month period during the contract term. In fiscal 2007, the annual base
      salary, or consulting fees paid to Mr. Musci, our former President and our
      current Chief Operating Officer, increased $52,500 from $307,500 to $360,000
      as
      a result of fewer months worked in fiscal 2006 when compared to fiscal
      2007.  In 2007, Mr. Legator, our former Chief Financial Officer, received a
      $17,600 increase in his base salary from $175,833 to $193,397 as a function
      of
      the terms of his employment agreement (with such annual increase becoming
      effective June 1, 2007).  Mr. Walker, our Vice President, Marketing,
      received a $19,700 increase in his base salary in 2007 from $213,541 to $233,244
      as a function of the terms of his employment agreement (with such annual
      increase becoming effective June 1, 2007).  Mr. Zach Greenberger became an
      employee on December 28, 2006, and as such did not receive a salary increase
      in
      fiscal 2007.




***Annual
      Cash Bonuses***




Annual
      cash incentive bonuses create a measurable and predictable connection between
      total executive compensation and our annual performance. Unlike base salaries,
      annual incentive bonuses are at risk based on how well we perform and how our
      executive officers contribute to that performance. The Compensation Committee
      determines the extent to which the performance targets and measurement criteria
      previously established for a particular year have been achieved based on
      financial information provided by our Chief Financial Officer, as a result
      of
      our audited annual financial statements, including the adjustment to such
      statements for non-GAAP adjustments in arriving at non-GAAP incentive
      measurements. The Compensation Committee may, in determining whether performance
      targets have been met, adjust our financial results to exclude the effect of
      unusual charges or items contributing income to the current year or other events
      that distort results specifically attributable to managements’ effectiveness for
      the current year. In addition, for incentive compensation measurement at the
      net
      income level, the Compensation Committee adjusts its calculations to exclude
      the
      unanticipated effect on financial results of changes in the Internal Revenue
      Code or other tax laws or regulations. The Compensation Committee may, in its
      discretion, increase or decrease the amount of a participant’s incentive award
      based upon such factors as it may determine as appropriate, and necessary under
      the philosophy and objectives of their policies.




In
      the
      event that our performance is below the anticipated performance thresholds
      for
      the plan year and the incentive awards are below expectations or not earned
      at
      all, the Compensation Committee may in its discretion grant incentive awards
      or
      increase the otherwise earned incentive awards to deserving participants,
      including our Chief Executive Officer.




Annual
      cash bonuses for the Named Executive Officers in 2007, paid in the first quarter
      of 2008, were based on specific performance criteria established by the
      Compensation Committee for 2007. Annual performance-based cash bonuses for
      2007
      were awarded to: (i) Mr. Katz in an amount equal to $350,000, which
      was granted at the discretion of the Compensation Committee in accordance with
      its policies, (ii) Mr. Musci in an amount equal to $75,000, which was
      granted at the discretion of the Compensation Committee in accordance with
      its
      policies and (iii) Mr. Legator in an amount equal to $25,000, which
      was granted at the discretion of the Compensation Committee in accordance with
      its policies. No other named executive officer received annual cash bonuses
      in
      fiscal 2007.




***Long-Term
      Equity Incentive Awards***




The
      Compensation Committee has designed our equity incentive awards to serve as
      the
      primary vehicle for providing long-term incentives to our senior executives
      and
      key employees. We also regard equity incentive awards as a key retention
      tool.




Equity
      incentive awards are granted under our existing 2005 and 2007 Plans, which
      are
      described more fully below.




9


In
      2007
      the Compensation Committee granted long-term equity incentive compensation
      awards to the Named Executive Officers in the form of non-qualified stock option
      awards and restricted stock.




Both
      stock options and restricted stock awards vest over a number of years in order
      to encourage employee retention and focus management’s attention on sustaining
      financial performance and building stockholder value over an extended term.




***2005
      Plan***




In
      2005,
      New Motion Mobile, Inc., our wholly owned subsidiary, established the Stock
      Incentive Plan, (the “2005 Plan”), for eligible employees and other directors
      and consultants. In connection with the closing of our exchange transaction
      with
      New Motion Mobile, Inc. on February 12, 2007, we assumed all of New Motion
      Mobile’s obligations under the plan. Under the 2005 Plan, officers, employees
      and non-employees may be granted options to purchase our common stock at no
      less
      than 100% of the market price at the date the option is granted. Since New
      Motion Mobile’s stock was
      not publicly traded prior to the exchange transaction, the market price at
      the
      date of grant was historically determined by New Motion Mobile’s board of
      directors. Incentive stock options granted to date typically vest at the rate
      of
      33% on the first anniversary of the vesting commencement date, and 1/24th of
      the
      remaining shares on the last day of each month thereafter until fully vested.
      The options expire ten years from the date of grant subject to cancellation
      upon
      termination of employment.




***2007
      Plan***




On
      February 16, 2007, our Board of Directors approved the 2007 Stock Incentive
      Plan
      (the “2007 Plan”). On March 15, 2007, we received, by written consent of holders
      of a majority of all classes of our common and preferred stock and the consent
      of the holders of a majority of our common stock and preferred stock voting
      together and as a single class, approval of the 2007 Plan. Under the 2007 Plan,
      officers, employees and non-employees may be granted options to purchase our
      common stock at no less than 100% of the market price at the date the option
      is
      granted. Incentive stock options granted under the 2007 Plan typically vest
      at
      the rate of 33% on the first anniversary of the vesting commencement date,
      and
      1/24th of the remaining shares on the last day of each month thereafter until
      fully vested. The options expire ten years from the date of grant subject to
      cancellation upon termination of employment.




***Allocation
      of Direct Compensation***




The
      Named
      Executive Officers and the Chief Executive Officer in particular, have a greater
      portion of their total direct compensation “at risk”— that is, contingent
      on our performance — than do other employees. For example, during fiscal
      2007, 50% of the Chief Executive Officer’s direct cash compensation was base
      salary, with the balance being his discretionary bonus based on the Compensation
      Committees authorized grant. For the other Named Executive Officers, fixed
      cash
      compensation ranged from 0-17% of total cash compensation.




***Employment
      Agreements***




***Burton
      Katz***




***Employment
      Agreement Status - Current***




Burton
      Katz is currently a party to an Employment Agreement executed in connection
      with
      our closing of our merger with Traffix, Inc. on February 4, 2008 (the “Merger”).
      The employment agreement has a term of three years, and may be terminated by
      New
      Motion or Mr. Katz at any time and without any reason. A summary of the material
      terms of the new employment agreement follows:





*Title
      and Salary*


Mr.
      Katz's title is Chief Executive Officer and will receive a base salary of
      $425,000 per annum.





*Signing
      Bonus*


Upon
      the
      execution of his employment agreement, all of the options to purchase equity
      securities of New Motion held by Mr. Katz (other than stock options to purchase
      81,250 shares of common stock of New Motion which were issued to Mr. Katz in
      February 2007, and the options discussed below) automatically
      vested.





10


*Annual
      Bonus*


Mr.
      Katz
      is also eligible to receive an annual bonus for each calendar year during the
      term if New Motion's business operations meet or exceed certain financial
      performance standards to be determined by New Motion's Board of
      Directors.





*Benefits*


Mr.
      Katz
      and his family will be provided with medical, hospitalization, dental,
      disability and life insurance during the term. New Motion will pay all premiums
      and other costs associated with such policies. Mr. Katz will also be able to
      participate in any other compensation plan or other perquisites generally made
      available to executive officers of the company from time to time.





*Stock
      Options*


Upon
      the
      closing of the Merger, Mr. Katz was granted an option to purchase 300,000 shares
      of New Motion's common stock. The option is exercisable at an exercise price
      equal to $10.92 and expires on February 4, 2018. Except in the event Mr. Katz
      is
      terminated without cause and except in the event of a termination of Mr. Katz's
      employment for good reason, any portion of such executive's option that remains
      unvested at the time of termination will be extinguished and
      cancelled.





*Restricted
      Stock Units*


Upon
      the
      closing of the Merger, New Motion issued to Mr. Katz restricted stock units
      covering 275,000 shares of common stock. Except in the event Mr. Katz is
      terminated without cause and except in the event of a termination of Mr. Katz's
      employment for good reason, any portion of such executives restricted stock
      units that remain unvested at the time of termination will be forfeited,
      extinguished and cancelled.





*Long
      Term Performance Unit Plan*


Following
      the Merger, New Motion will establish and maintain a long term executive
      compensation plan for the benefit of each of Mr. Katz and the other executive
      officers of the company. The terms of the plan will be determined by the
      company's Board of Directors and/or the Compensation Committee.





The
      Company is currently evaluating its treatment of aspects of the employment
      agreement entered into with Mr. Katz, in accordance with SFAS No. 123(R),
“Share-Based Payment,” in order to properly record (1) the accelerated vesting
      of pre-existing option grants, (2) the issuance of new stock options, and (3)
      the issuance of restricted stock units.





***Employment
      Agreement Status - as at December 31, 2007.***




Burton
      Katz was party to an Employment Agreement dated August 28, 2006 with New Motion
      Mobile, Inc., our wholly owned subsidiary. Mr. Katz's Employment Agreement
      had a
      term of three years which term could be extended through December 31, 2009.
      Mr.
      Katz's Employment Agreement provided for an annual base salary of $300,000
      with
      a guaranteed increase of at least 5% after each 12-month period during the
      term,
      and also provided for an advance of $30,000 for relocation expenses which amount
      (or a portion thereof) had to be repaid by Mr. Katz in the event that Mr. Katz
      did not remain employed with the Company through the entire initial term of
      the
      Employment Agreement. Mr. Katz's Employment Agreement also provided that Mr.
      Katz would be eligible for a bonus of up to 30% (but no less than $50,000)
      of
      the amount set aside by New Motion Mobile, based on its earnings before interest
      and taxes, for payment to executives. Mr. Katz was also entitled to receive
      an
      allowance of $1,000 per month for costs associated with the lease or purchase,
      maintenance and insurance of an automobile, and an additional allowance of
      $300
      per month for costs associated with the use of cellular equipment and mobile
      communication service or subscription fees. Upon the termination of Mr. Katz'
      employment with New Motion Mobile for good reason or without cause, Mr. Katz
      was
      entitled to receive the base salary that would have been paid to Mr. Katz from
      the date of termination of his service through the expiration of his Employment
      Agreement, continued healthcare coverage for the same period, and a pro-rated
      portion of any bonus that would have been earned by Mr. Katz during the fiscal
      year in which his employment terminated. Mr. Katz agreed not to solicit New
      Motion Mobile's customers, suppliers, employees or licensors for a period
      terminating on the earlier of two years after the termination of Mr. Katz
      employment with New Motion Mobile or June 30, 2011. Mr. Katz's Employment
      Agreement also provided for the arbitration of disputes.




11


***Allan
      Legator***




Allan
      Legator is party to an Employment Agreement dated October 1, 2005 with New
      Motion Mobile which we assumed upon the closing of our exchange transaction
      with
      New Motion Mobile. Mr. Legator's Employment Agreement terminates on June 1,
      2008. In the current year, Mr. Legator's base salary is $205,000. Mr. Legator's
      Employment Agreement also provides that Mr. Legator will be eligible to receive
      an annual bonus of up to $120,000 based on an accrual of 1% of each calendar
      month's net profits as determined in accordance with generally accepted
      accounting principles. Mr. Legator is also entitled to reimbursement for costs
      associated with the lease or purchase, maintenance and insurance of an
      automobile in an amount of up to $800 per month, and reimbursement of an
      additional amount of up to $300 per month for costs associated with the use
      of
      cellular equipment and mobile communication service or subscription fees. Upon
      the termination of Mr. Legator's employment with us without cause, Mr. Legator
      is entitled to receive the base salary and the bonus that would have been paid
      to Mr. Legator from the date of termination of his service through the
      expiration of the initial term of his Employment Agreement. After the expiration
      of his Employment Agreement, upon the termination of Mr. Legator's employment
      with us without cause, Mr. Legator is entitled to receive one month's pay at
      Mr.
      Legator's then current base salary. Mr. Legator's Employment Agreement also
      provides for the arbitration of disputes.




***Scott
      Walker***




Scott
      Walker is party to an Employment Agreement dated March 8, 2007 with us. Mr.
      Walker's Employment Agreement terminates on June 1, 2008. In the current year,
      Mr. Walker’s base salary is $250,000. Mr. Walker's Employment Agreement also
      provides that Mr. Walker will be eligible to participate in our Management
      Incentive Program, pursuant to which we will set aside in a fund each fiscal
      year for payment to Mr. Walker and other members of management an amount based
      upon our EBIT for such fiscal year. The portion of the fund payable to Mr.
      Walker will be determined in the sole discretion of the Board. Pursuant to
      the
      agreement, Mr. Walker also received an option to purchase 37,500 shares of
      our
      common stock at an exercise price per share of $6.60, however, all options
      to
      purchase our equity securities which were previously granted to Mr. Walker
      were
      cancelled pursuant to the terms of the Employment Agreement. Mr. Walker is
      also
      entitled to reimbursement for costs associated with the lease or purchase,
      maintenance and insurance of an automobile in an amount of up to $1,200 per
      month, and reimbursement of an additional amount of up to $300 per month for
      costs associated with use of cellular equipment and mobile communication service
      or subscription fees. Upon the termination of Mr. Walker's employment with
      us
      without cause, Mr. Walker is entitled to receive the base salary and the bonus
      that would have been paid to Mr. Walker from the date of termination of his
      service through the expiration of the initial term of his Employment Agreement.
      After the expiration of his Employment Agreement, upon the termination of Mr.
      Walker's employment with us without cause, Mr. Walker is entitled to receive
      one
      month's pay at Mr. Walker's then current base salary. Mr. Walker's Employment
      Agreement also provides for the arbitration of disputes. Mr. Walker is also
      party to a lock-up agreement with us whereby he agrees not to sell or otherwise
      transfer any shares of our Common Stock which he owns or later acquires until
      March 8, 2009.




***Zach
      Greenberger***




Zach
      Greenberger is party to an Employment Agreement dated December 28, 2006 with
      New
      Motion Mobile which we assumed upon the closing of our exchange transaction
      with
      New Motion Mobile. Mr. Greenberger's Employment Agreement terminates on December
      28, 2008. For the term of Mr. Greenberger’s Employment Agreement his base salary
      will remain at $200,000. Mr. Greenberger’s Employment Agreement also provides
      that Mr. Greenberger will be eligible to receive an annual bonus of up to
      $45,000 based on certain measurements tied into “on-target marketing.” In fiscal
      2007, no such bonus was paid. Mr. Greenberger is also entitled to reimbursement
      for costs up to $200 per month for costs associated with the use of cellular
      equipment and mobile communication service fees. Upon the termination of Mr.
      Greenberger's employment with us without cause, Mr. Greenberger is entitled
      to
      receive two times his target bonus if the termination occurs in the first year
      of the term; if the termination occurs in the second year of the term, Mr.
      Greenberger will receive the higher of his target annual bonus or annual bonus
      earned the previous year; in both cases all unvested stock options will
      accelerate. Mr. Greenberger’s Employment Agreement also provides for the
      arbitration of disputes.




12


***Andrew
      Stollman***




***Employment
      Agreement Status - Current***




Andrew
      Stollman is currently a party to an Employment Agreement executed in connection
      with our closing of the Merger on February 4, 2008. The employment agreement
      has
      a term of three years, and may be terminated by New Motion or Mr. Stollman
      any
      time and without any reason. A summary of the material terms of the new
      employment agreement follows:





*Title
      and Salary*


Mr.
      Stollman's title is President and will receive a base salary of $425,000 per
      annum.





*Signing
      Bonus*


Upon
      the
      execution of his employment agreement, Mr. Stollman received a signing bonus
      of
      $250,000, and all options held by Mr. Stollman to purchase equity securities
      of
      New Motion (aside from the options discussed below) automatically
      vested.




*Annual
      Bonus*


Mr.
      Stollman is also eligible to receive an annual bonus for each calendar year
      during the term if New Motion's business operations meet or exceed certain
      financial performance standards to be determined by New Motion's Board of
      Directors.





*Benefits*


Mr.
      Stollman and his family will be provided with medical, hospitalization, dental,
      disability and life insurance during the term. New Motion will pay all premiums
      and other costs associated with such policies. Mr. Stollman will also be able
      to
      participate in any other compensation plan or other perquisites generally made
      available to executive officers of the company from time to time.





*Stock
      Options*


Upon
      the
      closing of the Merger, Mr. Stollman was granted an option to purchase 300,000
      shares of New Motion's common stock. The option is exercisable at an exercise
      price equal to $10.92 and expires on February 4, 2018. Except in the event
      Mr.
      Stollman is terminated without cause and except in the event of a termination
      of
      Mr. Stollman's employment for good reason, any portion of such executive's
      option that remains unvested at the time of termination will be extinguished
      and
      cancelled.





*Restricted
      Stock Units*


Upon
      the
      closing of the Merger, New Motion issued to Mr. Stollman Restricted Stock Units
      covering 275,000 shares of restricted common stock. Except in the event Mr.
      Stollman is terminated without cause and except in the event of a termination
      of
      Mr. Stollman's employment for good reason, any portion of such executives
      restricted stock units that remain unvested at the time of termination will
      be
      forfeited, extinguished and cancelled.





*Long
      Term Performance Unit Plan*


Following
      the Merger, New Motion will establish and maintain a long term executive
      compensation plan for the benefit of each of Mr. Stollman and the other
      executive officers of the company. The terms of the plan will be determined
      by
      the company's Board of Directors.





The
      Company is currently evaluating its treatment of aspects of the employment
      agreement entered into with Mr. Stollman, in accordance with SFAS No. 123(R),
      “Share-Based Payment,” in order to properly record (1) the accelerated vesting
      of pre-existing option grants, (2) the issuance of new stock options, and (3)
      the issuance of restricted stock units.





13


The
      Company has no other employment agreements with its named executive
      officers.




***Outstanding
      Equity Awards at December 31, 2007***




The
      following table presents information regarding outstanding options held by
      the
      combined company’s expected named executive officers as of December 31,
      2007.


**Outstanding
        Equity Awards at Year End**


**Equity****Incentive****Number
                  of**
              
              **Number
                  of**
              
              **Plan
                  Awards:****Securities**
              
              **Securities**
              
              **Number
                  of****Underlying**
              
              **Underlying**
              
              **Securities**
              
              **Weighted**
              
              **Weighted****Unexercised**
              
              **Unexercised**
              
              **Underlying**
              
              **Average**
              
              **Average****Options**
              
              **Options**
              
              **Unexercised**
              
              **Option**
              
              **Option****that
                  are**
              
              **that
                  are**
              
              **and
                  Unearned**
              
              **Exercise**
              
              **Expiration****Name**
              
              **Exercisable**
              
              **Unexercisable**
              
              **Options**
              
              **Price**
              
              **Date**Burton
                  Katz (1)
              
              
              161,415
              
              
              -
              
              
              283,019
              
              $
              3.01
              
              
              10/6/16Allan
                  Legator (2)
              
              
              242,123
              
              
              -
              
              
              48,425
              
              $
              0.48
              
              
              11/22/16Scott
                  Walker (3)
              
              
              -
              
              
              -
              
              
              37,500
              
              $
              6.60
              
              
              2/4/13Zach
                  Greenberger (4)
              
              
              -
              
              
              -
              
              
              50,000
              
              $
              6.00
              
              
              2/3/18




(1)
            On
                August 6, 2006, Mr. Katz was granted an option to purchase 363,184
                shares
                of common stock at a per share exercise price of $2.34. On February
                16,
                2007, Mr. Katz was granted an option to purchase 81,250 shares of
                common
                stock at a per share exercise price of $6.00. Both of these options
                have a
                ten year term and vest as follows: 33.3% of the shares subject to
                the
                options vest on the first anniversary of their grant date, and the
                remaining 66.7% of the shares subject to the option vest monthly
                over the
                next 24 months thereafter. On February 4, 2008, Mr. Katz entered
                into a
                new employment agreement which, among other terms, requires that
                the
                vesting for the option to purchase 363,184 shares be accelerated
                so, that
                as of February 4, 2008, all of these options are fully vested and
                exercisable.


(2)
            On
                June 1, 2005, Mr. Legator was granted an option to purchase 290,548
                shares
                of common stock at a per share exercise price of $0.48. This option
                has a
                ten year term and vests as follows: 33.3% of the shares subject to
                the
                option vested on the first anniversary of its grant date, and the
                remaining 66.7% of the shares subject to the option vest monthly
                over the
                next 24 months thereafter.


(3)
            On
                March 8, 2007, Mr. Walker was granted an option to purchase 37,500
                shares
                of the common stock at a per share exercise price of $6.60. This
                option
                has a five year term and vests as follows: 33.3% of the shares subject
                to
                the option vested on the first anniversary of its grant date, and
                the
                remaining 66.7% of the shares subject to the option vest monthly
                over the
                next 24 months thereafter.


(4)
            On
                June 1, 2007, Mr. Greenberger was granted an option to purchase 50,000
                shares of common stock at a per share exercise price of $6.00. This
                option
                has a ten year term and vests as follows: 33.3% of the shares subject
                to
                the option vest on the first anniversary of its grant date, and the
                remaining 66.7% of the shares subject to the option vest monthly
                over the
                next 24 months thereafter.





14




***Director
      Compensation***




During
      our fiscal year ended December 31, 2007, our non-employee directors did not
      receive any cash compensation for their services on our board. We do not pay
      management directors for board service in addition to their regular employee
      compensation. We compensate our non-employee directors with stock options.
      In
      addition, we reimburse directors for travel expenses associated with attendance
      at Board meetings; during our fiscal year ended December 31, 2007 such expenses
      were immaterial.


**Director
          Compensation**
  **Fees**
              
              
              
              
              
              **Non-Equity**
              
              **Non-Qualified****Earned
                  or**
              
              
              
              
              
              **Incentive**
              
              **Deferred****Paid
                  in**
              
              **Stock**
              
              **Option**
              
              **Plan**
              
              **Compensation**
              
              **All
                  Other****Name**
              
              **Cash**
              
              **Awards**
              
              **Awards**
              
              **Compensation**
              
              **Earnings**
              
              **Compensation**
              
              **Total**Jerome
                  Chazen (1)
              
              $
              -
              
              $
              -
              
              $
              216,332
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              216,332Drew
                  Larner (2)
              
              
              -
              
              
              -
              
              
              108,166
              
              
              -
              
              
              -
              
              
              -
              
              
              108,166Barry
                  Regenstein (3)
              
              
              -
              
              
              -
              
              
              108,166
              
              
              -
              
              
              -
              
              
              -
              
              
              108,166Gil
                  Klier (4)
              
              
              -
              
              
              -
              
              
              88,009
              
              
              -
              
              
              -
              
              
              -
              
              
              88,009Isaac
                  Kier (5)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -




(1)
            On
                February 16, 2007, Mr. Chazen was granted an option to purchase 50,000
                shares of common stock at a per share exercise price of $6.00. This
                option
                has a ten year term and vested ratably over 12
                months.




(2)
            On
                February 16, 2007, Mr. Larner was granted an option to purchase 25,000
                shares of common stock at a per share exercise price of $6.00. This
                option
                has a ten year term and was scheduled to vest ratably over 12 months.
                Subsequent to year end, Mr. Larner's options were accelerated so,
                that as
                of February 4, 2008, all of these options are fully vested and
                exercisable. Mr. Larner resigned upon the closing of our merger with
                Traffix, Inc.




(3)
            On
                February 16, 2007, Mr. Regenstein was granted an option to purchase
                25,000
                shares of common stock at a per share exercise price of $6.00. This
                option
                has a ten year term and was scheduled to vest ratably over 12 months.
                Subsequent to year end, Mr. Regenstein's options were accelerated
                so, that
                as of February 4, 2008, all of these options are fully vested and
                exercisable. Mr. Regenstein resigned upon the closing of our merger
                with
                Traffix, Inc.




(4)
            On
                September 25, 2007, Mr. Klier was granted an option to purchase 25,000
                shares of common stock at a per share exercise price of $14.00. This
                option has a ten year term and was scheduled to vest ratably over
                12
                months. Subsequent to year end, Mr. Klier's options were accelerated
                so,
                that as of February 4, 2008, all of these options are fully vested
                and
                exercisable. Mr. Klier resigned upon the closing of our merger with
                Traffix, Inc.




(5)
            Mr.
                Kier resigned as a director on January 24, 2007. Mr. Kier received
                no
                compensation for his services as a
                director.




**Item
                11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**




The
      following table presents information regarding the beneficial ownership of
      New
      Motion’s common stock as of April 25, 2008. The number of shares in the table
      represents the number of shares of common stock owned by:




·
            each
                of the executive officers;


·
            each
                of the directors;


·
            all
                of New Motion’s directors and executive officers as a group;
                and


·
            each
                stockholder known by New Motion to be the beneficial owner of more
                than 5%
                of New Motion’s common stock.




15


Beneficial
      ownership is determined in accordance with the rules of the SEC and generally
      includes voting or investment power with respect to securities. Unless otherwise
      indicated below, to New Motion’s knowledge, the persons and entities named in
      the table have sole voting and sole investment power with respect to all shares
      beneficially owned, subject to community property laws where applicable. Shares
      of New Motion’s common stock subject to options and warrants that are currently
      exercisable or exercisable within 60 days of April 25, 2008 are deemed to be
      outstanding and to be beneficially owned by the person holding the options
      and/or warrants for the purpose of computing the percentage ownership of that
      person but are not treated as outstanding for the purpose of computing the
      percentage ownership of any other person.




The
      information presented in this table is based on 22,527,992 shares of our common
      stock outstanding on April 25, 2008. Unless otherwise indicated, the address
      of
      each of the executive officers and directors and 5% or more shareholders named
      below is c/o New Motion, Inc., 42 Corporate Park, Irvine, California 92606.
      Unless noted, the number of shares presented in the table are shares of common
      stock




**Name
                    of Beneficial Owner**
                
                **Number
                    of Shares Beneficially Owned**
                
                **Percent
                      of**Class**Executive
                    Officers and Directors:**Robert
                    S. Ellin(1)
                
                
                2,178,170
                
                
                
                9.2%Andrew
                    Stollman(2)
                
                
                946,757
                
                
                
                4.0%Raymond
                    Musci
                
                
                435,821
                
                
                
                1.8%Burton
                    Katz(3)
                
                
                399,273
                
                
                
                1.7%Larry
                    Burstein(4)
                
                
                98,866
                
                
                
                *Robert
                    Machinist(5)
                
                
                56,618
                
                
                
                *Jerome
                    Chazen(6)
                
                
                50,793
                
                
                
                *Daniel
                    Harvey(7)
                
                
                27,042
                
                
                
                **All
                    Executive Officers and Directors as a Group (8 persons)(8)
                
                
                4,193,341
                
                
                
                17.7%**Five
                    Percent Stockholders:**Jeffrey
                    Akres(9)
                
                
                2,773,901
                
                
                
                12.3%MPLC
                    Holdings, LLC(9)
                
                
                2,738,360
                
                
                
                12.2%Jay
                    A. Wolf(1)
                
                
                2,194,836
                
                
                
                9.2%Trinad
                    Capital Master Fund, Ltd.(1)
                
                
                2,178,170
                
                
                
                9.2%Scott
                    Walker(10)
                
                
                1,596,407
                
                
                
                7.1%Destar,
                    LLC(11)
                
                
                1,237,116
                
                
                
                5.5%Lyrical
                    Opportunity Partners II, LP(12)
                
                
                1,138,732
                
                
                
                5.1%Lyrical
                    Opportunity Partners II, Ltd(12)
                
                
                1,138,732
                
                
                
                5.1%*
                Less
                    than 1%
  *
              Less
                  than 1% of our outstanding shares
 
 16
  (1)
                Trinad
                    Management, LLC (as the manager of Trinad Capital Master Fund,
                    Ltd. and
                    Trinad Capital LP), Robert S. Ellin and Jay A. Wolf (as a Managing
                    Member
                    and Managing Director, respectively, of Trinad Advisors GP, LLC
                    and Trinad
                    Management, LLC) may be deemed to be the beneficial owners of
                    the stock
                    held by Trinad Capital Master Fund, Ltd. Trinad Capital LP (as
                    the owner
                    of 96.5% of the shares of Trinad Capital Master Fund, Ltd.) and
                    Trinad
                    Advisors GP, LLC (as the general partner of Trinad Capital LP),
                    each may
                    be deemed to be the beneficial owner of 96.5% of the share of
                    common stock
                    of New Motion, Inc. held by Trinad Capital Master Fund, Ltd.
                    Each of
                    Trinad Capital LP, Trinad Management, LLC and Trinad Advisors
                    GP, LLC
                    disclaim beneficial ownership of the shares of common stock directly
                    beneficially owned by Trinad Capital Master Fund, Ltd. Each of
                    Robert S.
                    Ellin and Jay A. Wolf disclaim beneficial ownership of the shares
                    of
                    common stock directly beneficially owned by Trinad Capital Master
                    Fund,
                    Ltd., except to the extent of their pecuniary interest therein.
                    Robert S.
                    Ellin and Jay A. Wolf have shared power to direct the vote and
                    shared
                    power to direct the disposition of these shares of common stock.
                    The
                    address of Trinad Management is 2121 Avenue of the Stars, Suite
                    2550, Los
                    Angeles, CA 90067.
                  
                  Jay
                    A. Wolf also holds 16,666 shares of common stock as an individual,
                    which
                    are being registered for re-sale on this prospectus. Mr. Wolf
                    was the
                    former Chief Financial Officer, Chief Operating Officer and Secretary
                    of
                    MPLC, Inc. (now New Motion, Inc.) and resigned from these positions
                    on
                    February 12, 2007 upon the closing of the exchange transaction
                    with New
                    Motion Mobile.
  (2)
                Includes
                    503,672 shares of Common Stock issuable upon the exercise of
                    options held
                    by Mr. Stollman.
 
 (3)
                Includes
                    399,273 shares of Common Stock issuable upon the exercise of
                    options held
                    by Mr. Katz.
 
 (4)
                Includes
                    10,141 shares of Common Stock and 88,725 shares of Common Stock
                    issuable
                    upon the exercise of options held by Mr.
                    Burstein.
 
 (5)
                Includes
                    10,141 shares of Common Stock and 46,477 shares of Common Stock
                    issuable
                    upon the exercise of options held by Mr.
                    Machinist.
 
 (6)
                Includes
                    793 shares of Common Stock and 50,000 shares of Common Stock
                    issuable upon
                    the exercise of options held by Mr.
                    Chazen.
 
 (7)
                Includes
                    27,042 shares of Common Stock issuable upon the exercise of options
                    held
                    by Mr. Harvey.
 
 (8)
                Includes
                    1,115,189 shares of Common Stock issuable upon the exercise of
                    options
                    held by our executive officers and directors. See footnotes (1)
                    through
                    (9) above.
 (9)
                    In
                        addition to exercising voting and dispositive power over
                        the shares owned
                        by MPLC Holdings, LLC, Jeffrey Akres individually owns 35,541
                        shares of
                        common stock. Jeffrey Akres disclaims beneficial ownership
                        of the shares
                        of common stock directly beneficially owned by MPLC Holdings,
                        LLC except
                        to the extent of his pecuniary interests therein. The address
                        of MPLC
                        Holdings, LLC is 15260 Ventura Boulevard, 20thFloor, Sherman Oaks, CA 91403.
 (10)
                  Includes
                      1,569,525 shares of Common Stock, 14,382 shares of Common Stock
                      that may
                      be acquired upon the exercise of outstanding warrants at an
                      exercise price
                      of $3.44, and 12,500 shares of Common Stock issuable upon the
                      exercise of
                      options held by Mr. Walker.
  (11)
                David
                    E. Smith exercises voting and dispositive power over these shares.
                    While
                    Trinad Management, LLC has an economic interest in Destar, LLC,
                    it has no
                    power to vote or dispose of the shares held by Destar, LLC and,
                    accordingly, disclaims beneficial ownership of the shares held
                    by Destar,
                    LLC except to the extent of its pecuniary interest therein. The
                    address of
                    Destar, LLC is 2450 Colorado Avenue, Suite 100, East Tower, Santa
                    Monica,
                    CA 90404.
 
 (12)
                Includes
                    489,655 shares of common stock held by Lyrical Opportunity Partners
                    II, LP
                    and 649,077 shares of common stock held by Lyrical Opportunity
                    Partners
                    II, Ltd. Jeffrey Keswin, as managing member of the general partners
                    of
                    Lyrical Opportunity Partners II, LP, and as Director of Lyrical
                    OpportunityPartners
                    II, Ltd. exercises voting and dispositive power over these securities.
                    The
                    address of Lyrical Opportunity Partners II LP and Lyrical Opportunity
                    Partners II Ltd. is 405 Park Avenue, 6thFloor, New York, NY 10022.
 
 17




***Securities
      Authorized for Issuance Under Equity Compensation Plans***




The
      following table sets forth information concerning our equity compensation plans
      as of December 31, 2007




**Equity
                  Compensation Plan Information****Plan
                  Category**
              **Number
                  of securities to be**
              
              **Weighted-average**
              
              **Number
                  of securities****issued
                  upon exercise of**
              
              **exercise
                  price of**
              
              **remaining
                  available for****outstanding
                  options,**
              
              **outstanding
                  options,**
              
              **future
                  issuance under****warrants
                  and rights**
              
              **warrants
                  and rights**
              
              **equity
                  compensation****plans
                  (excluding securities****reflected
                  in column (A))*****(a)***
              
              ***(b)***
              
              ***(c)*****Equity
                  compensation****plans
                  approved by****security
                  holders**
              1,145,677
              
              $2.94
              
              254,323**Equity
                  compensation****plans
                  not approved****by
                  security holders**
              677,627
              
              $3.73
              
              -**Total**
              1,823,304
              
              $3.24
              
              254,323




On
      August
      3, 2006, Burton Katz was granted an option to purchase 250,000 shares of common
      stock of New Motion Mobile, Inc., our wholly-owned subsidiary, at a per share
      exercise price of $3.40. Subsequent to the exchange transaction in which we
      acquired New Motion Mobile, Inc., this option entitles Mr. Katz to purchase
      363,185 shares of our common stock at a per share exercise price of $2.34.
      This
      option vests as follows: 33.3% of the shares subject to the option vested on
      August 1, 2007 and the remaining 66.7% of the shares subject to the option
      vest
      monthly over the next 24 months thereafter.


In
        2006,
        we issued Secured Convertible Notes to Scott Walker and SGE, a corporation
        owned
        by Allan Legator, the Company’s former Chief Financial Officer.  These
        Secured Convertible Notes were repaid in full with interest in September
        2006.  Pursuant to the terms of the Secured Convertible Notes, on January
        26, 2007, Scott Walker was granted a right to receive a warrant to purchase
        14,382 shares of common stock at an exercise price of $3.44 per share and
        SGE
        was granted a right to receive a warrant to purchase 9,152 shares of common
        stock at an exercise price of $3.44 per share.  The per share fair market
        value of the Company’s common stock on January 26, 2007 was $3.44.
 
 In
        connection with the Series A, B and D Preferred Stock financings, Sanders
        Morris
        Harris, Inc. acted as placement agent.  For its services, the Company paid
        Sanders Morris Harris a cash fee equal to 7.5% of the gross proceeds from
        the
        financing and five year warrants to purchase 290,909 shares of common stock
        at
        an average exercise price of $5.50 per share, which was equivalent to the
        average per share valuation of the Company for the Series A, B and D Preferred
        Stock financings.


**Item
                12.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**




Other
      than the employment arrangements described above in “Executive Compensation”,
      since January 1, 2006, there has not been, nor is there currently proposed,
      any
      transaction or series of similar transactions to which we were or will be a
      party:




18


·
            in
                which the amount involved exceeds the lesser of $120,000 or 1% of
                the
                average of our assets at year-end for the last three completed fiscal
                years; and


·
            in
                which any director, executive officer, shareholder who beneficially
                owns
                5% or more of our common stock or any member of their immediate family
                had
                or will have a direct or indirect material
                interest.




On
      February 28, 2007, New Motion entered into a Securities Purchase Agreement
      with
      various accredited investors as listed on the signature pages thereto pursuant
      to which New Motion agreed to sell to the investors in a private offering
      approximately 8,333 shares of its Series D Stock for an aggregate purchase
      price
      of approximately $10.0 million. Trinad has an economic interest in Destar LLC,
      one of the Series D Investors who purchased 188.88 shares of Series D Stock
      for
      an aggregate purchase price of $226,651. Trinad has no power to vote or dispose
      of such shares and, accordingly, disclaims beneficial ownership of the shares
      held by Destar LLC.




On
      February 16, 2007, New Motion granted Jerome Chazen an option to purchase 50,000
      shares of common stock at an exercise price of $6.00. On the same date, New
      Motion granted each of Drew Larner and Barry Regenstein an option to purchase
      25,000 shares of common stock at an exercise price of $6.00. Also on February
      16, 2007, New Motion granted Burton Katz an option to purchase 81,250 shares
      of
      common stock at an exercise price of $6.00.




On
      February 12, 2007, New Motion consummated the transactions contemplated under
      the Series B Purchase Agreement with the Series B investors. Trinad has an
      economic interest in Destar LLC, one of the Series B investors who purchased
      376.315 shares of Series B Preferred Stock with an aggregate purchase price
      of
      $3,763,150. Trinad has no power to vote or dispose of such shares and,
      accordingly, disclaims beneficial ownership of the shares held by Destar LLC.




On
      January 24, 2007, New Motion entered into a Series A Convertible Preferred
      Stock
      Purchase Agreement with Trinad Capital Master Fund, Ltd., New Motion’s then
      controlling shareholder, pursuant to which New Motion agreed to sell to Trinad
      in a private offering one share of its Series A Convertible Preferred Stock,
      par
      value $0.10 per share, for an aggregate purchase price of $3.5 million.




In
      addition, pursuant to a Registration Rights Agreement with Trinad, dated as
      of
      January 24, 2007, New Motion granted Trinad certain registration rights with
      respect to all of the shares of common stock owned by Trinad, including the
      common stock underlying the Series A Preferred Stock sold in the private
      placement.




On
      October 24, 2006, MPLC and certain of its stockholders entered into a common
      stock Purchase Agreement with Trinad, pursuant to which New Motion agreed to
      redeem 23,448,870 shares of common stock (on a pre-reverse stock split basis)
      from the stockholders and sell an aggregate of 69,750,000 shares of our common
      stock (on a pre-reverse stock split basis), 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
      repay all loans to New Motion from Isaac Kier, a former director and the former
      president, treasurer and secretary of New Motion.




Trinad
      Management, LLC (as the manager of Trinad Capital Master Fund, Ltd. and Trinad
      Capital LP), Robert S. Ellin and Jay A. Wolf (as a Managing Member and Managing
      Director, respectively, of Trinad Advisors GP, LLC and Trinad Management, LLC)
      may be deemed to be the beneficial owners of the stock held by Trinad Capital
      Master Fund, Ltd. Trinad Capital LP (as the owner of 96.5% of the shares of
      Trinad Capital Master Fund, Ltd.) and Trinad Advisors GP, LLC (as the general
      partner of Trinad Capital LP), each may be deemed to be the beneficial owner
      of
      96.5% of the share of common stock of New Motion, Inc. held by Trinad Capital
      Master Fund, Ltd. Each of Trinad Capital LP, Trinad Management, LLC and Trinad
      Advisors GP, LLC disclaim beneficial ownership of the shares of common stock
      directly beneficially owned by Trinad Capital Master Fund, Ltd. Each of Robert
      S. Ellin and Jay A. Wolf disclaim beneficial ownership of the shares of common
      stock directly beneficially owned by Trinad Capital Master Fund, Ltd., except
      to
      the extent of their pecuniary interest therein. Robert S. Ellin and Jay A.
      Wolf
      have shared power to direct the vote and shared power to direct the disposition
      of these shares of common stock.




19


Mr.
      Ellin
      was the former Chief Executive Officer of MPLC, Inc. (now New Motion, Inc.)
      and
      resigned from these positions on February 12, 2007 upon the closing of the
      Exchange. Mr. Ellin’s address is c/o Trinad Management LLC, 2121 Avenue of the
      Stars, Suite 1650, Los Angeles, CA 90067.




Jay
      A.
      Wolf also holds 16,666 shares of common stock as an individual. Mr. Wolf was
      the
      former Chief Financial Officer, Chief Operating Officer and Secretary of MPLC,
      Inc. (now New Motion, Inc.) and resigned from these positions on February 12,
      2007 upon the closing of the Exchange.




Simultaneously
      with the sale of shares of common stock to Trinad, New Motion redeemed
      23,448,870 shares of common stock (on a pre-reverse stock split basis) from
      certain stockholders of New Motion for a purchase price of $547,720. In
      addition, following closing, Mr. Kier or First Americas Management LLC (“First
      Americas”), an affiliate of Mr. Kier, was no longer obligated to provide office
      space or services to New Motion.




New
      Motion had Secured Convertible Promissory Notes outstanding in the principal
      amounts of $15,000, $100,000 and $50,000 which were issued to Scott Walker,
      its
      then Chief Executive Officer and President, on June 10, 2005, August 2, 2005,
      and August 24, 2005, respectively. In addition, it had Secured Convertible
      Notes
      in the principal amounts of $35,000, $50,000 and $20,000 which were issued
      to
      SGE, a corporation owned by Allan Legator, its then Chief Financial Officer
      and
      Secretary, on June 10, 2005, August 2, 2005, and August 24, 2005, respectively.
      The notes were convertible into securities issued in the next financing
      resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at 80%
      of per share price in Qualified Financing. Pursuant to the terms of the Secured
      Convertible Notes, each of Scott Walker and SGE were granted a right to receive
      a warrant to purchase that number of shares in a Qualified Financing equal
      to
      30% of the shares purchasable by the principal amount of the Convertible Notes
      held by each of Walker and SGE issuable upon consummation of Qualified
      Financing.




On
      January 26, 2007, New Motion agreed with each of Scott Walker and SGE that
      the
      warrants would entitle Scott Walker to purchase 14,384 shares of New Motion’s
      common stock at an exercise price of $3.44 per share and SGE to purchase 9,153
      shares of New Motion Mobile's common stock at an exercise price of $3.44 per
      share. All notes referenced above were paid in full with interest according
      to
      the terms of the notes by September 2006.




Raymond
      Musci was party to a Contractor Agreement with New Motion Mobile dated January
      11, 2006. Under the terms of the Contractor Agreement, Mr. Musci was entitled
      to
      receive a fee of $30,000 per month for services rendered under the Contractor
      Agreement. Mr. Musci received a fee of $307,500 under the terms of the
      Contractor Agreement during fiscal 2006. Mr. Musci is now an at-will employee
      of
      New Motion.




**Promoters
      and Control Persons**




Prior
      to
      February 12, 2007, MPLC (now called New Motion, Inc.) existed as a “shell
      company” with nominal assets whose sole business was to identify, evaluate and
      investigate various companies to acquire or with which to merge. On February
      12,
      2007, we consummated an exchange transaction in which we acquired all of the
      outstanding ownership interests of New Motion, Inc. (now called New Motion
      Mobile, Inc.), a Delaware corporation from its stockholders in exchange for
      an
      aggregate of 500,000 shares of our Series C Preferred Stock. At the closing
      of
      the exchange transaction, New Motion Mobile became our wholly owned subsidiary.
      The exchange transaction was accounted for as a reverse merger
      (recapitalization) with New Motion Mobile deemed to be the accounting acquirer,
      and MPLC the legal acquirer.




In
      addition, please see the description of the transactions which occurred on
      October 24, 2006 between MPLC and certain of its stockholders set forth above.




20


**Item
      13. EXHIBITS**




The
      following exhibits are filed herewith:




**Exhibit****No.**
            
            **Title**23.1
            
            Consent
                of Independent Registered Public Accounting Firm.31.1
            
            Certification
                of Principal Executive Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of Principal Financial Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
                Sarbanes-Oxley Act of 2002.




21


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**New Motion,
              Inc.**/s/
              Dan HarveyBy: Dan HarveyIts:
                Chief Financial Officer (Principal Financialand
                Accounting Officer)Date: April 29,
              2008




In
      accordance with the Exchange Act of 1934, this report has been signed below
      by
      the following persons on behalf of the Registrant and in the capacities and
      on
      the dates indicated.


**Name**
              
              **Title**
              
              **Date***Burton
                  Katz
              
              Chief
                  Executive Officer and Director
                (Principal
                  Executive Officer)
              
              April
                  29, 2008/s/
                  Dan HarveyDan
                  Harvey
              
              Chief
                  Financial Officer and Secretary
                (Principal
                  Financial and Accounting Officer)
              
              April
                  29, 2008*Raymond
                  Musci
              
              Director
              
              April
                  29, 2008*Lawrence
                  Burstein
              
              Director
              
              April
                  29, 2008*Robert
                  S. Ellin
              
              Director
              
              April
                  29, 2008*Andrew
                  Stollman
              
              Director,
                  President
              
              April
                  29, 2008*Jerome
                  Chazen
              
              Director
              
              April
                  29, 2008*Robert
                  Machinist
              
              Director
              
              April
                  29, 2008




*
      By: /s/
      Dan Harvey _____


Dan
      Harvey


As
      attorney-in-fact





22




**EXHIBIT
      INDEX**





**Exhibit****No.**
            
            **Title**23.1
            
            Consent
                of Independent Registered Public Accounting Firm.31.1
            
            Certification
                of Principal Executive Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of Principal Financial Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
                Sarbanes-Oxley Act of 2002.





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