<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>fms8-090407.txt
<TEXT>


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                NEW MOTION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


            DELAWARE                                    06-1390025
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


          42 CORPORATE PARK, SUITE 250
               IRVINE, CALIFORNIA                          92606
    (Address of Principal Executive Offices)             (Zip Code)


                   NEW MOTION, INC. 2007 STOCK INCENTIVE PLAN
                   NEW MOTION, INC. 2005 STOCK INCENTIVE PLAN
                      ONE INDIVIDUAL STOCK OPTION AGREEMENT
                            (Full Title of the Plans)

                     ALLAN LEGATOR, CHIEF FINANCIAL OFFICER
                                NEW MOTION, INC.
                          42 CORPORATE PARK, SUITE 250
                            IRVINE, CALIFORNIA 92606
                     (Name and Address of Agent for Service)

                                 (949) 777-3700
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                SCOTT GALER, ESQ.
                         STUBBS ALDERTON & MARKILES, LLP
                       15260 VENTURA BOULEVARD, 20TH FLOOR
                             SHERMAN OAKS, CA 91403

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ============== ================ ======================== =================
   Title of Each Class                   Proposed Maximum     Proposed Maximum
     of Securities         Amount To Be   Offering Price  Aggregate Offering Price     Amount Of
    To Be Registered      Registered (1)   Per Share (2)             (2)           Registration Fee
------------------------- -------------- ---------------- ------------------------ -----------------
<S>                          <C>              <C>                <C>                   <C>
Common Stock, par value
   $.01 per share........    2,531,684        $15.25             $38,608,181           $1,185.27
========================= ============== ================ ======================== =================
</TABLE>

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"),  this  Registration   Statement  also  covers  such
         additional  shares as may  hereinafter  be offered or issued to prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions effected without the receipt of consideration.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended,
         based on a per share  price of $15.25,  the average of the high and low
         reported  sales  prices  of the  Registrant's  common  stock on the OTC
         Bulletin Board on August 31, 2007.


<PAGE>


                                EXPLANATORY NOTE

         This  registration  statement  on Form S-8 of New  Motion,  Inc.  (this
"Registration  Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 2,531,684  shares of our common stock, par value $0.01 per share
(the "Shares").

         The Shares to be registered pursuant to this Registration Statement are
comprised of the following issuances:

         (i)      1,400,000  of the shares are issuable to  participants  in the
                  New Motion, Inc. 2007 Stock Incentive Plan;

         (ii)     768,499 of the shares are issuable to  participants in the New
                  Motion,  Inc. 2005 Stock  Incentive  Plan.  These options were
                  previously  granted by New Motion  Mobile,  Inc.  ("New Motion
                  Mobile"),  a wholly owned subsidiary of the Registrant,  to 23
                  of  its  employees  and  were  assumed  by the  Registrant  in
                  connection  with an  Exchange  Agreement  entered  into by the
                  Registrant and New Motion Mobile,  as previously  disclosed in
                  the  Registrant's  public  filings  with  the  Securities  and
                  Exchange Commission.

         (iii)    363,185  of the  shares  are  issuable  upon the  exercise  of
                  options  granted  to  Burton  Katz,  the  Registrant's   Chief
                  Executive  Officer,  pursuant to an  Individual  Stock  Option
                  Agreement. These options were previously granted by New Motion
                  Mobile to Burton Katz and were  assumed by the  Registrant  in
                  connection  with an  Exchange  Agreement  entered  into by the
                  Registrant and New Motion Mobile,  as previously  disclosed in
                  the  Registrant's  public  filings  with  the  Securities  and
                  Exchange Commission.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I will be
sent or given to participants as specified by Rule 428(b)(1). Such documents are
not being  filed with the  Securities  and  Exchange  Commission  ("Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents  incorporated
by reference  in this  Registration  Statement  pursuant to Item 3 of Part II of
this Form,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended.


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  previously  filed by the Registrant  with the
Securities  and  Exchange  Commission  are  incorporated  in  this  Registration
Statement by reference:

         o        The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2006 (File No. 000-51353);

         o        The  Registrant's  Quarterly  Reports  on Form  10-QSB for the
                  quarterly  periods  ended March 31, 2007 (File No.  000-51353)
                  and June 30, 2007 (File No. 000-51353);

         o        The Registrant's  Current Reports on Form 8-K filed on January
                  26,  2007  (File No.  000-51353),  February  1, 2007 (File No.
                  000-51353),  February 13, 2007 (File No. 000-51353),  March 6,
                  2007  (File  No.   000-51353),   March  14,   2007  (File  No.
                  000-51353),  April 2, 2007 (File No.  000-51353),  May 7, 2007
                  (File No.  000-51353),  May 22,  2007  (File  No.  000-51353),
                  August 14, 2007 (File No. 000-51353) and August 24, 2007 (File
                  No. 000-51353); and

         o        The description of the Registrant's  common stock as set forth
                  in its  registration  statement on Form 10-SB on file with the
                  Commission  (File No.  34-51353),  including any amendments or
                  reports filed for the purpose of updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), subsequent to the date of this Registration Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware  General  Corporation  Law and certain  provisions  of our
certificate of incorporation and bylaws under certain  circumstances provide for
indemnification  of our officers,  directors  and  controlling  persons  against
liabilities  which  they  may  incur  in  such  capacities.  A  summary  of  the
circumstances in which such indemnification is provided for is contained herein,
but  this  description  is  qualified  in  its  entirety  by  reference  to  our
certificate of incorporation, bylaws and to the statutory provisions.

         In general, any officer, director, employee or agent may be indemnified
against expenses,  fines,  settlements or judgments arising in connection with a
legal  proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in our best interest,  and were not unlawful.
Unless  such  person  is   successful   upon  the  merits  in  such  an  action,
indemnification  may be  awarded  only  after  a  determination  by  independent
decision  of the  board  of  directors,  by legal  counsel,  or by a vote of the
stockholders,  that the applicable  standard of conduct was met by the person to
be indemnified.


                                       3
<PAGE>


         The circumstances under which  indemnification is granted in connection
with an action  brought on our behalf is  generally  the same as those set forth
above;  however,  with respect to such actions,  indemnification is granted only
with respect to expenses  actually  incurred in  connection  with the defense or
settlement of the action.  In such actions,  the person to be  indemnified  must
have  acted in good  faith  and in a manner  believed  to have  been in our best
interest, and have not been adjudged liable for negligence or misconduct.

         Indemnification may also be granted pursuant to the terms of agreements
which may be entered into in the future or pursuant to a vote of stockholders or
directors.  The statutory  provision  cited above also grants the power to us to
purchase  and maintain  insurance  which  protects  our  officers and  directors
against any  liabilities  incurred in  connection  with their  service in such a
position, and such a policy may be obtained by us.

         A stockholder's  investment may be adversely  affected to the extent we
pay the costs of settlement and damage awards against  directors and officers as
required by these indemnification  provisions.  At present,  there is no pending
litigation or proceeding  involving any of our directors,  officers or employees
regarding  which  indemnification  by us is  sought,  nor  are we  aware  of any
threatened litigation that may result in claims for indemnification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors,  officers or persons  controlling us pursuant
to the foregoing  provisions,  or otherwise,  we have been informed that, in the
opinion of the SEC, this  indemnification  is against public policy as expressed
in the Securities Act and is therefore unenforceable.

         We do not currently have any indemnification agreements with any of our
directors or executive officers.

ITEM 7.  EXEMPTION FROM REGISTRATION.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

EXHIBIT
  NO.    EXHIBIT DESCRIPTION
-------  -----------------------------------------------------------------------
4.1      Restated Certificate of Incorporation of the Registrant. (1)

4.2      Certificate of Amendment to the Restated  Certificate of Incorporation,
         dated October 12, 2004. (2)

4.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated April 8, 2005. (3)

4.4      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated May 2, 2007. (4)

4.5      Bylaws of the Registrant. (5)

5.1      Opinion of Stubbs Alderton & Markiles, LLP

23.1     Consent of Windes McClaughry Accountancy Corporation

23.4     Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

99.1     2007 Stock Incentive Plan. (6)

99.2     2005 Stock Incentive Plan.  (7)

99.3     Form of Stock Option Agreement (2007 Plan)

99.4     Form of Stock Option Agreement (2005 Plan) (8)


(1)      Filed  previously  as  Exhibit  3.1  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(2)      Filed  previously  as  Exhibit  3.2  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.


                                       4
<PAGE>


(3)      Filed  previously  as  Exhibit  3.3  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(4)      Filed previously as Exhibit 3.1 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on May 7, 2007.

(5)      Filed  previously  as  Exhibit  3.4  to  the  Registrant's  Form  10-SB
         Registration Statement (File No. 000-51353),  filed with the Securities
         and Exchange  Commission on June 10, 2005, and  incorporated  herein by
         this reference.

(6)      Filed previously as Exhibit 4.9 to the  Registrant's  Current Report on
         Form  10-QSB  (File  No.  000-51353),  filed  with the  Securities  and
         Exchange Commission on May 15, 2007.

(7)      Filed previously as Exhibit 4.3 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on February 13, 2007.

(8)      Filed previously as Exhibit 4.4 to the  Registrant's  Current Report on
         Form 8-K (File No.  000-51353),  filed with the Securities and Exchange
         Commission on February 13, 2007.


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
are being made, a  post-effective  amendment to this  Registration  Statement to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in this  Registration  Statement or any material change to
such information in this Registration Statement.

                  (2)      That for the  purpose of  determining  any  liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                  (3)      To   remove   from   registration   by   means  of  a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b)      Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                       5
<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Irvine, California on September 4, 2007.

                                  NEW MOTION, INC.
                                  (Registrant)

                                  By: /s/ Allan Legator
                                      ------------------------------------------
                                      Allan Legator
                                      Chief Financial Officer


                                POWER OF ATTORNEY

          Each person whose  signature  appears below  constitutes  and appoints
Allan Legator as his true and lawful  attorney-in-fact and agent with full power
of substitution  and  resubstitution,  for him and his name, place and stead, in
any and all capacities,  to sign any or all amendments (including post-effective
amendments)  to  this  Registration  Statement  and to  file a new  registration
statement  under Rule 461 or  Instruction E of Form S-8 of the Securities Act of
1933, as amended,  and to file the same,  with all exhibits  thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact  and  agents,  or either  of them,  or their  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.


      SIGNATURE                       TITLE                          DATE
-----------------------   ---------------------------------    -----------------
/s/ Burton Katz              Chief Executive Officer           September 4, 2007
-----------------------          and Director
Burton Katz               (Principal Executive Officer)

/s/ Allan Legator            Chief Financial Officer           September 4, 2007
-----------------------     and Secretary (Principal
Allan Legator             Financial and Accounting Officer)

/s/ Raymond Musci
-----------------------        President, Director             September 4, 2007
Raymond Musci

                                    Director                   September 4, 2007
-----------------------
Robert S. Ellin

/s/ Barry I. Regenstein             Director                   September 4, 2007
-----------------------
Barry I. Regenstein


                                       6
<PAGE>


      SIGNATURE                       TITLE                          DATE
-----------------------   ---------------------------------    -----------------
/s/ Drew Larner                     Director                   September 4, 2007
-----------------------
Drew Larner

/s/ Jerome Chazen                   Director                   September 4, 2007
-----------------------
Jerome Chazen

/s/ Gil Klier                       Director                   September 4, 2007
-----------------------
Gil Klier


                                  EXHIBIT INDEX

EXHIBIT
  NO.    EXHIBIT DESCRIPTION
-------  -----------------------------------------------------------------------
4.1      Restated Certificate of Incorporation of the Registrant. (1)

4.2      Certificate of Amendment to the Restated  Certificate of Incorporation,
         dated October 12, 2004. (2)

4.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated April 8, 2005. (3)

4.4      Certificate of Amendment to the Restated  Certificate of  Incorporation
         dated May 2, 2007. (4)

4.5      Bylaws of the Registrant. (5)

5.1      Opinion of Stubbs Alderton & Markiles, LLP

23.1     Consent of Windes McClaughry Accountancy Corporation

23.4     Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1     Power  of  Attorney  (included  as part of the  Signature  Page of this
         Registration Statement).

99.1     2007 Stock Incentive Plan. (6)

99.2     2005 Stock Incentive Plan  (7)

99.3     Form of Stock Option Agreement (2007 Plan)

99.4     Form of Stock Option Agreement (2005 Plan) (8)


(1)           Filed  previously  as Exhibit 3.1 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(2)           Filed  previously  as Exhibit 3.2 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(3)           Filed  previously  as Exhibit 3.3 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(4)           Filed previously as Exhibit 3.1 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on May 7, 2007.

(5)           Filed  previously  as Exhibit 3.4 to the  Registrant's  Form 10-SB
              Registration  Statement  (File  No.  000-51353),  filed  with  the
              Securities   and  Exchange   Commission  on  June  10,  2005,  and
              incorporated herein by this reference.

(6)           Filed previously as Exhibit 4.9 to the Registrant's Current Report
              on Form 10-QSB (File No. 000-51353), filed with the Securities and
              Exchange Commission on May 15, 2007.

(7)           Filed previously as Exhibit 4.3 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on February 13, 2007.

(8)           Filed previously as Exhibit 4.4 to the Registrant's Current Report
              on Form 8-K (File No.  000-51353),  filed with the  Securities and
              Exchange Commission on February 13, 2007.


                                       7
</TEXT>
</DOCUMENT>
