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





         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


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