<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fm8k-082007.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): AUGUST 20, 2007

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

         DELAWARE                    34-51353                    06-1390025
(State or other jurisdiction       (Commission                (I.R.S. Employer
     of incorporation)             File Number)              Identification No.)


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

                                 (949) 777-3700
              (Registrant's telephone number, including area code)

         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 ct (17 CFR 240.14d-2(B))

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


<PAGE>



ITEM 5.02         DEPARTURE  OF  DIRECTORS  OR  CERTAIN  OFFICERS;  ELECTION  OF
                  DIRECTORS;   APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY
                  ARRANGEMENTS OF CERTAIN OFFICERS.

         On August 20, 2007, we entered into an employment  agreement with Susan
Swenson  pursuant to which Ms.  Swenson became our new Chief  Operating  Officer
(the  "Employment  Agreement").  Ms.  Swenson  joins us from Amp'd Mobile in Los
Angeles,  California where she held the position of chief operating officer from
2006,  and  was  directly  responsible  for  customer   operations,   technology
development,  human  resources,  legal and finance.  Prior to Amp'd Mobile,  Ms.
Swenson was chief  operating  officer of T-Mobile in Seattle,  WA, a $12 billion
dollar  company,  from  2004  through  2005.  In  that  position,   she  managed
engineering,  information  technology,  customer care,  business  operations and
customer  loyalty.  From  1999 to 2004,  Ms.  Swenson  was  president  and chief
operating officer for Leap Wireless, now known as Cricket  Communications.  From
1994 through 1999,  Ms.  Swenson was president and chief  executive  officer for
Cellular One, a joint venture between AirTouch Communications and AT&T. Prior to
that,  Ms. Swenson was a vice president with Pacific Bell, and she got her start
in the mobile market with Pactel Cellular,  beginning in 1979. Ms. Swenson is an
active  member on the board of directors  for several  organizations,  including
serving as  director  and on the audit and exam  committees  for MBlox and Wells
Fargo (NYSE: WFC). She also is a director on the board of Eltek, a telecom power
company.  Ms.  Swenson holds a bachelor's  degree in French from San Diego State
University, awarded in 1971.

         Ms. Swenson's  Employment  Agreement has a term of two years which term
may be extended through December 31, 2009. The Employment Agreement provides for
an annual  base  salary of $300,000  with a  guaranteed  increase of at least 5%
after each 12-month period during the term. Ms. Swenson's  Employment  Agreement
also provides that Ms.  Swenson will be eligible to  participate in a management
incentive  program  pursuant to which we will set aside a  discretionary  amount
based on our earnings before  interest and taxes for payment to executives.  Ms.
Swenson's  target bonus for the fiscal  years ending  December 31, 2007 and 2008
will be no less than 15% of the fund. As a percentage  of the fund,  this target
will  increase  at no less  than 5% per  year  so  long as Ms.  Swenson  remains
employed  by us.  As an  inducement  for Ms.  Swenson  to enter  the  Employment
Agreement,  we will grant Ms. Swenson  75,000 shares of restricted  common stock
pursuant to our 2007 Stock Incentive Plan. The restricted  stock will fully vest
upon a change of control or upon the  termination  of Ms.  Swenson's  employment
other than for cause.  Ms.  Swenson is also  entitled to receive an allowance of
$700 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 Ms. Swenson's  employment
with us for good reason or without cause, Ms. Swenson is entitled to receive the
base  salary  that  would  have  been  paid  to Ms.  Swenson  from  the  date of
termination of her service  through the expiration of her Employment  Agreement,
continued  healthcare  coverage for the same period,  and a pro-rated portion of
any bonus that would have been earned by Ms.  Swenson  during the fiscal year in
which her  employment  terminated.  Ms.  Swenson  has agreed not to solicit  our
customers, suppliers, employees or licensors for a period of two years after the
termination of her employment with us. Ms. Swenson's  Employment  Agreement also
provides for the arbitration of disputes.


                                       2
<PAGE>


         A press release announcing the appointment of Ms. Swenson was issued by
us on August 21, 2007, a copy of which is attached hereto as Exhibit 99.1.

ITEM  5.05        AMENDMENTS TO THE REGISTRANT'S  CODE OF ETHICS, OR WAIVER OF A
                  PROVISION OF THE CODE OF ETHICS.

         On August 20, 2007,  our Board of Directors  approved a revised Code of
Ethical  Conduct (the "Code"),  which applies to our  directors,  officers,  and
employees,  including  but not limited to our  principal  executive  officer and
principal financial officer.

         A  complete  copy of the Code is being  filed as  Exhibit  14.1 to this
Current   Report   on   Form   8-K  and  is   available   at  our   website   at
www.newmotioninc.com.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

         (d)      Exhibits.

                  The following exhibits are filed herewith:

                  EXHIBIT
                  NUMBER   DESCRIPTION
                  -------  -----------

                  14.1     Code of Ethical Conduct.

                  99.1     Press  release  issued  by New  Motion,  Inc.,  dated
                           August 21, 2007.


                                       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: August 24, 2007
                                         /s/ Allan Legator
                                         -------------------------------------
                                         Allan Legator
                                         Chief Financial Officer and Secretary


                                       4
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------

14.1            Code of Ethical Conduct

99.1            Press release issued by New Motion, Inc., dated August 21, 2007.


                                       5


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