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<SEC-DOCUMENT>0001170918-07-000376.txt : 20070507
<SEC-HEADER>0001170918-07-000376.hdr.sgml : 20070507
<ACCEPTANCE-DATETIME>20070507170739
ACCESSION NUMBER:		0001170918-07-000376
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070502
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070507
DATE AS OF CHANGE:		20070507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW MOTION, INC.
		CENTRAL INDEX KEY:			0001022899
		STANDARD INDUSTRIAL CLASSIFICATION:	BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731]
		IRS NUMBER:				061390025
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51353
		FILM NUMBER:		07824784

	BUSINESS ADDRESS:	
		STREET 1:		42 CORPORATION PARK, SUITE 250
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92606
		BUSINESS PHONE:		(949) 777-3700

	MAIL ADDRESS:	
		STREET 1:		42 CORPORATION PARK, SUITE 250
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MPLC, Inc.
		DATE OF NAME CHANGE:	20050608

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MILLBROOK PRESS INC
		DATE OF NAME CHANGE:	19961022
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fm8k-050207.txt
<TEXT>

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

                                    FORM 8-K


                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 2, 2007

                                NEW MOTION, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                  34-51353                     06-1390025
(STATE OR OTHER JURISDICTION      (COMMISSION                  (IRS EMPLOYER
     OF INCORPORATION)            FILE NUMBER)               IDENTIFICATION NO.)

                         42 CORPORATION PARK, SUITE 250
                            IRVINE, CALIFORNIA 92606
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 777-3700



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))

================================================================================


<PAGE>


SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS

         As set forth in a Definitive  Information  Statement  on Schedule  14C,
filed by the Registrant with the Securities and Exchange Commission on March 30,
2007, and pursuant to a Certificate of Amendment to the Registrant's Amended and
Restated  Certificate  of  Incorporation  (the  "Amendment"),  as filed with the
Secretary  of State of the State of  Delaware  on May 2, 2007,  effective  as of
4:30pm  Eastern  Standard  Time on the same date  (the  "Effective  Time"),  the
Registrant:

         -        changed its name to New Motion, Inc., from MPLC, Inc.;

         -        increased the authorized number of shares of common stock, par
                  value $0.01 per share ("Common  Stock"),  which the Registrant
                  will  have  the   authority  to  issue  from   75,000,000   to
                  100,000,000; and

         -        caused a 1-for-300  reverse  stock  split of the  Registrant's
                  Common Stock.

         These actions were approved at a meeting of the  Registrant's  Board of
Directors  on  February  13,  2007,  as  well  as by the  requisite  vote of the
Registrant's stockholders on March 15, 2007. The post-reverse stock split Common
Stock of the  Registrant  began trading on the  Over-The-Counter  Bulletin Board
under the new ticker symbol "NWMO" as of May 3, 2007.

         In connection with the reverse stock split,

         -        stockholders  holdings less than 100 shares of Common stock of
                  the Registrant as of the Effective Time were not affected;

         -        stockholders  holding  30,000 or fewer shares of Common Stock,
                  but at least 100 shares of Common Stock of the  Registrant  as
                  of the Effect Time were provided  special  treatment such that
                  after the reverse stock split,  such holders  continue to hold
                  100 shares of the Registrant's Common Stock; and

         -        no fractional  shares  resulted as all fractional  shares were
                  rounded up to the next round whole number.

         The  effectiveness  of the  Amendment on May 2, 2007 caused a mandatory
conversion of the Registrant's  Series A Convertible  Preferred Stock, par value
$0.10 per share,  Series B  Convertible  Preferred  Stock,  par value  $0.10 per
share,  Series C  Convertible  Preferred  Stock,  par value  $0.10 per share and
Series D Convertible  Preferred  Stock, par value $0.10 per share into shares of
the Registrant's Common Stock. Accordingly,  following the reverse split and the
mandatory  conversion,   the  holder  of  the  outstanding  share  of  Series  A
Convertible  Preferred Stock at the Effective Time received  1,200,000 shares of
the  Registrant's  Common  Stock,   representing   approximately  10.3%  of  the
outstanding  shares of the Registrant's  Common Stock immediately  following the
reverse split and the mandatory  conversion,  and the holders of the outstanding
shares of Series B Convertible  Preferred  Stock at the Effective Time received,
in the aggregate,  approximately  1,300,000  shares of the  Registrant's  Common
Stock,  representing  approximately  11.1%  of  the  outstanding  shares  of the
Registrant's  Common  Stock  immediately  following  the  reverse  split and the
mandatory  conversion.   Additionally,  following  the  reverse  split  and  the
mandatory  conversion,  the  holders  of the  outstanding  shares  of  Series  C
Convertible


                                       2
<PAGE>


Preferred Stock at the Effective Time, in the aggregate,  received approximately
7,263,688 shares of the Registrant's  Common Stock,  representing  approximately
62.2% of the outstanding  shares of the  Registrant's  Common Stock  immediately
following the reverse split and the mandatory conversion, and the holders of the
outstanding  shares of Series D  Convertible  Preferred  Stock at the  Effective
Time,  in  the  aggregate,   received  approximately  1,666,700  shares  of  the
Registrant's Common Stock,  representing  approximately 14.3% of the outstanding
shares of the Registrant's Common Stock immediately  following the reverse split
and the mandatory  conversion.  The holders of the Registrant's  Common Stock at
the Effective Time,  following the mandatory conversion and reverse split, owned
approximately  250,000  shares of the  Registrant's  Common Stock,  representing
approximately 2.1% of the outstanding shares of Common Stock.

         As a result of the  mandatory  conversion  of the Series A  Convertible
Preferred  Stock,  Series B Convertible  Preferred  Stock,  Series C Convertible
Preferred  Stock and Series D Convertible  Preferred  Stock,  the  Registrant no
longer has any shares of Preferred Stock outstanding.

         On May 3, 2007,  the Registrant  issued a press release  announcing the
effectiveness  of the Registrant's  name change,  the reverse split, and the new
ticker symbol of the Registrant "NWMO". The foregoing release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (d)      Exhibits

         NUMBER   DESCRIPTION
         ------   -----------

         3.1      Certificate   of   Amendment   to  the  Amended  and  Restated
                  Certificate of Incorporation

         99.1     Press Release


                                       3
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                 NEW MOTION, INC.
                                                 (Registrant)

Dated: May 7, 2007
                                                 /s/ Allan Legator
                                                 ------------------------------
                                                 Allan Legator
                                                 Chief Financial Officer


                                       4
<PAGE>


                                  EXHIBIT INDEX

NUMBER   DESCRIPTION
- ------   -----------

3.1      Certificate  of Amendment to the Amended and  Restated  Certificate  of
         Incorporation

99.1     Press Release


                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>ex3-1.txt
<DESCRIPTION>EX-3.1
<TEXT>
                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                   MPLC, INC.


         The undersigned,  Allan Legator,  Chief Financial Officer of MPLC, Inc.
(the  "Corporation"),  a  corporation  organized  and  existing by virtue of the
General  Corporation  Law (the  "GCL") of the  State of  Delaware,  does  hereby
certify pursuant to Section 103 of the GCL as to the following:

         1.       The name of the Corporation is MPLC, Inc. The original name of
the Corporation is Millbrook  Acquisition Corp., and the original Certificate of
Incorporation  was filed with the Secretary of State of the State of Delaware on
February 3, 1994.

         2.       The terms and provisions of this  Certificate of Amendment (i)
have been approved by the Board of Directors of the  Corporation in a resolution
setting forth and declaring  advisable the amendment  contained  herein and (ii)
have been duly approved by the required number of shares of outstanding stock of
the Corporation,  in each case pursuant to and in accordance with Section 242 of
the General Corporation Law of the State of Delaware.

         3.       Paragraph First of the Corporation's  Restated  Certificate of
Incorporation is hereby amended and restated as follows:

         "First:  The  name  of  this  Corporation  is  New  Motion,  Inc.  (the
         "CORPORATION")."

         4.       The first paragraph of Paragraph  Fourth of the  Corporation's
Restated Certificate of Incorporation is hereby amended and restated as follows:

         "Fourth:  The aggregate  number of shares of all classes of stock which
         the Corporation shall have authority to issue is 101,000,000 shares, of
         which 100,000,000 shares shall be classified as common stock, $0.01 par
         value  per  share  ("Common  Stock"),  and  1,000,000  shares  shall be
         classified as preferred  stock,  $0.10 par value per share  ("Preferred
         Stock"). Effective as of 4:30 p.m. Eastern Standard Time on the date of
         filing of this  Certificate  of  Amendment of Restated  Certificate  of
         Incorporation (the "Effective Time"), each share of Common Stock of the
         Corporation  issued and  outstanding or held as treasury  shares at the
         Effective  Time  (the  "Old  Common  Stock")  shall   automatically  be
         reclassified and continued (the "Reverse Split"), without any action on
         the part of the holder  thereof,  as  0.0033333  of one share of Common
         Stock subject to the special  treatment  described below. In connection
         with the Reverse Split, there will be special treatment of stockholders
         of record as of the Effective  Time holding fewer than 30,000 shares of
         common stock to prevent those  stockholders  from holding less than 100
         shares after the Reverse Split. The special treatment is being afforded
         to preserve round lot stockholders  (i.e.,  holders owning at least 100
         shares). Accordingly,  stockholders holding less than 30,000 shares but
         at least 100 shares as of the Effective Time ("Eligible  Holders") will
         receive 100 shares of common stock after the Reverse Split. The Reverse
         Split will not affect the  common  stock held by  stockholders  holding
         less than 100 shares as of the


<PAGE>


         Effective Time. No fractional  shares will be issued for any fractional
         share  interest  created by the Reverse Split and held by a stockholder
         with more than 100 shares after the Reverse Split;  those  stockholders
         will  receive a full  share of common  stock for any  fractional  share
         interests created by the Reverse Split.

         The Corporation's  authorized shares of Common Stock, each having a par
         value of $0.01 per  share,  shall  not be  changed.  The  Corporation's
         stated capital shall be reduced by an amount equal to the aggregate par
         value of the shares of Common Stock  issued prior to the  effectiveness
         of this  Certificate  of  Amendment  which,  as a result of the Reverse
         Split  provided  for  herein,  are no  longer  issued  shares of Common
         Stock."


         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Amendment of Restated  Certificate of Incorporation as of the 30th day of April,
2007.

                                              /s/ Allan Legator
                                              ----------------------------------
                                              Allan Legator,
                                              Chief Financial Officer


                                       2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99-1b.txt
<DESCRIPTION>EX-99.1
<TEXT>
                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE                CONTACT: Dean Oakey -- Financial Inquiries
May 3, 2007                                   213-253-2282
                                              Karen Strickholm - Press Inquiries
                                              505-988-4401
                                              strickholmcompany@msn.com



                     NEW MOTION, INC. ANNOUNCES NAME CHANGE
                                FROM MPLC, INC.,
                          NEW TICKER SYMBOL "NWMO", AND
                               REVERSE STOCK SPLIT


IRVINE, CA -- NEW MOTION INC. (OTCBB: NWMO), formerly MPLC, Inc. announced today
that the name of the Company  has been  changed  from MPLC,  Inc. to New Motion,
Inc. and that the Company  completed a 1-for-300  reverse split of the Company's
common  stock.  Concurrent  with the reverse  split,  all classes of the Company
preferred stock converted, on a mandatory basis, into shares of common stock. As
a result of the reverse split and the conversion of preferred  stock,  as of May
3, 2007, the Company has approximately  11,680,000 shares of common stock issued
and outstanding.

The  post-reverse-stock-split  common stock of the Company  began trading May 3,
2007 on the NASD  Over-The-Counter  Bulletin  Board under the new ticker  symbol
"NWMO".

ABOUT NEW MOTION, INC.

NEW MOTION, INC. (OTCBB:  NWMO), is a digital  entertainment company providing a
broad range of digital  and mobile  products  and  services  to  consumers.  New
Motion,  Inc.  combines  the  power  of  the  Internet,  the  latest  in  mobile
technology,  and  traditional  marketing /  advertising  methodologies  to their
brands:  MOBILESIDEWALK(TM),  a mobile entertainment portal, RINGTONECHANNEL,  a
mobile  storefront  provider,  Bid4Prizes,  a low-bid  mobile  auction game, and
GATORARCADE,  a premium online and mobile gaming site. Headed by a seasoned team
of Internet, new media, entertainment and technology professionals,  New Motion,
Inc.  was  founded in 2005 and is  headquartered  in Irvine,  California  with a
branch  office in Los Angeles.  WIRED  MAGAZINE  recently  declared New Motion's
mobile  content  capabilities  a  "rival  to  those  of  their  mainstream-media
counterparts," WIRELESS BUSINESS FORECAST named New Motion "a company to watch,"
and RCR WIRELESS  NEWS noted that New Motion,  Inc. is "gaining  traction in the
direct-to-consumer     ring."    For    more    information,     please    visit
www.newmotioninc.com,      www.mobilesidewalk.com,      www.ringtonechannel.com,
www.bid4prizes.com or www.gatorarcade.com.


FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the
Private   Securities   Litigation   Reform  Act  of  1995,   about  NEW  MOTION.
Forward-looking  statements are statements that are not historical  facts.  Such
forward-looking  statements,  based upon the current beliefs and expectations of
NEW MOTION's  management,  are subject to risks and  uncertainties,  which could
cause  actual  results  to  differ  from the  forward  looking  statements.  The
following factors, among others, could cause actual results to differ from those
set  forth  in  the  forward-looking  statements:  changing  interpretations  of
generally accepted accounting  principles;  continued compliance with government
regulations;  legislation or regulatory  environments,  requirements  or changes
adversely  affecting the businesses in which NEW MOTION engaged;  demand for the
products and services that NEW MOTION  provides,  general  economic  conditions;
geopolitical  events and  regulatory  changes,  as well as other  relevant risks
detailed in NEW MOTION's  filings with the Securities  and Exchange  Commission.
The  information  set forth  herein  should be read in light of such risks.  NEW
MOTION assumes no obligation to update the  information  contained in this press
release.



COMPANY CONTACT                              INVESTOR CONTACT
- --------------------------------------       -----------------------------------
Allan Legator                                Dean Oakey
New Motion, Inc.                             (213) 253-2282
Chief Financial Officer and  Secretary
(949) 777-3700
                                             MEDIA CONTACT
                                             Karen Strickholm
                                             (505) 988-4401
                                             strickholmcompany@msn.com


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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