New
Motion, Inc.
42
Corporate Park, Suite 250
Irvine,
California 92606
October
16, 2008
VIA
EDGAR
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549-3561
Responses
to Staff Comments of September 19, 2008 with respect to:
Registration
Statement on Form SB-2/Amendment No. 1
Filed
July 23, 2007
File
No. 333-143025
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended, New
Motion, Inc. (the “Company”), hereby requests withdrawal of its registration
statement on Form SB-2, together with all amendments and exhibits thereto (File
No. 333-143025) (the “Registration Statement”). The Registration Statement was
originally filed with the Securities and Exchange Commission (the “Commission”)
on May 16, 2007. At this time, due to the conditions in the capital markets,
the
Company has determined not to proceed with the offering contemplated by the
Registration Statement. No securities have been offered or sold under the
Registration Statement.
Accordingly,
the Company hereby requests that the Commission withdrawal the Registration
Statement. Please forward copies of any correspondence granting the withdrawal
of the Registration Statement to the undersigned at the address above and
to Scott Galer, Esq., Stubbs Alderton & Markiles, LLP, 15260 Ventura
Boulevard, 20th
Floor,
Sherman Oaks, CA 91403.
The
Company also requests in accordance with Rule 457(p) of the Securities Act
that
all fees paid to the Commission in connection with the filing of the
Registration Statement be credited for future use.
If
you
have any questions, please contact Scott Galer at Stubbs Alderton &
Markiles, LLP at (818) 444-4513.
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Sincerely,
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/s/
Andrew Zaref
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Andrew
Zaref,
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Chief
Financial Officer
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