Sec Form 5 Filing - DESTAR, LLC @ NEW MOTION, INC. - 2007-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DESTAR, LLC
2. Issuer Name and Ticker or Trading Symbol
NEW MOTION, INC. [ NWMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2121 AVENUE OF THE STARS, SUITE 2550
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2007
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/12/2007 P V 752,630 ( 1 ) A $ 3,763,152 1,237,166 ( 1 ) D
Common Stock 02/12/2007 P V 446,710 ( 1 ) A $ 2,010,197 1,237,166 ( 1 ) D
Common Stock 03/06/2007 P V 37,775 ( 1 ) A $ 226,652 1,237,166 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DESTAR, LLC
2121 AVENUE OF THE STARS, SUITE 2550
LOS ANGELES, CA90067
X
Signatures
Destar, LLC, by David Smith, Managing Member /s/ David Smith 02/14/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Destar, LLC purchased 376.32 of Issuers Series B Convertible Preferred Shares and 446,710.44 of Issuers Series C Convertible Preferred Shares on February 12, 2007 for $3,763,152 and $2,010,197, respectively. Destar, LLC purchased 188.88 of Issuers Series D Convertible Preferred Shares on March 6, 2007 for $226,652. On May 2, 2007, all preferred shares of the Issuer converted into Common Stock and a 1 for 300 reverse stock split occurred. The 376.32 shares of Series B Preferred converted into 225,789,090 shares of Common Stock which converted into 752,630 shares due to the 1 for 300 reverse stock split on May 2, 2007. The 446,710.44 shares of Series C Preferred and 188.88 shares of Series D Preferred converted into 134,013,114 and 11,332,599 shares of Common Stock, and then converted into 446,710 and 37,775 shares, respectively, due to the 1 for 300 reverse stock split on May 2, 2007.

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