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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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Mandalay
Media, Inc. (f/k/a Mediavest, Inc.)
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(Name
of Issuer)
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Common
Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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562565101
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(CUSIP
Number)
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David
E. Smith
c/o
Coast Asset Management, LLC
2450
Colorado Ave., Suite 100 E. Tower
Santa
Monica, CA 90404
310-576-3502
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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January
19, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be
sent.
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* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No.
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562565101
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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David
E. Smith
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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2,232,000
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8.
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SHARED
VOTING POWER
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2,517,698
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9.
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SOLE
DISPOSITIVE POWER
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2,232,000
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10.
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SHARED
DISPOSITIVE POWER
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2,517,698
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,749,698
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.9%
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14.
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TYPE
OF REPORTING PERSON*
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IN
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CUSIP
No.
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562565101
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Coast
Investment Management, LLC
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,517,698
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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2,517,698
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,517,698
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3%
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14.
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TYPE
OF REPORTING PERSON*
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OO
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CUSIP
No.
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562565101
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The
Coast Fund, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,517,698
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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2,517,698
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,517,698
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3%
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14.
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TYPE
OF REPORTING PERSON*
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PN
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CUSIP
No.
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562565101
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Coast
Medina, LLC
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[_]
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(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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2,517,698
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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2,517,698
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,517,698
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3%
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14.
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TYPE
OF REPORTING PERSON*
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OO
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CUSIP
No.
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562565101
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Item
1.
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Security
and Issuer.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JANUARY 22,
2010.
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Item
2.
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Identity
and Background.
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(a-c,f)
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This
Schedule 13D/A is being filed by David E. Smith, Coast Investment
Management, LLC ("Coast Investment Management"), The Coast Fund, LP ("The
Coast Fund") and Coast Medina, LLC ("Coast Medina"). Each of
David E. Smith, Coast Investment Management, The Coast Fund and Coast
Medina may be referred to herein as a "Reporting Person" and collectively
may be referred to as "Reporting Persons".
David
E. Smith is the managing member of Coast Investment Management. Coast
Investment Management is the general partner of The Coast Fund. The Coast
Fund is the sole member of Coast Medina.
The
Coast Fund is a Cayman Islands limited partnership. Each of Coast
Investment Management and Coast Medina is a Delaware limited liability
company. David E. Smith is a United States citizen. The principal business
address for each of David E. Smith, Coast Investment Management, The Coast
Fund and Coast Medina is 2450 Colorado Ave., Suite 100 E. Tower, Santa
Monica, CA 90404.
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(d)
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON NOVEMBER JANUARY 22,
2010.
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(e)
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None
of the Reporting Persons have, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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NO
MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON JANUARY 22,
2010.
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Item
4.
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Purpose
of Transaction.
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ITEM
4 OF THE SCHEDULE 13D/A FILED ON JANUARY 22, 2010 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
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Coast
Medina received 2,517,698 shares of Common Stock as a result of a pro
rata, in-kind distribution from a hedge fund investment.(1) These
securities were not directly received by Mr. Smith, as previously
disclosed in the Schedule 13D/A filed on January 22, 2010, but are in the
process of being transferred into his personal account.
(1) This
Schedule 13D serves as the initial Schedule 13D filing for each of Coast
Investment Management, The Coast Fund and Coast Medina. As of January 19,
2010, Coast Investment Management, The Coast Fund and Coast Medina
beneficially own more than five percent of the class of securities of the
issuer.
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Item
5.
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Interest
in Securities of the Issuer.
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ITEM
5 OF THE SCHEDULE 13D/A FILED ON JANUARY 22, 2010 IS HEREBY AMENDED AND
RESTATED AS FOLLOWS:
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(a,b)
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As
of the date hereof David E. Smith may be deemed to be the beneficial owner
of 4,749,698 Common Stock, constituting 11.9% of the Common Stock of the
Issuer, based upon 39,863,191 Common Stock outstanding as of November 13,
2009, according to the Issuer's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on November 16, 2009.
David
E. Smith has the sole power to vote or direct the vote of 2,232,000 Common
Stock; has the shared power to vote or direct the vote of 2,517,698 Common
Stock; has sole power to dispose or direct the disposition of 2,232,000
Common Stock; and has shared power to dispose or direct the disposition of
2,517,698 Common Stock.
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(a,b)
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As
of the date hereof, the Coast Investment Management may be deemed to be
the beneficial owner of 2,517,698 Common Stock, constituting 6.3% of the
Common Stock of the Issuer, based upon 39,863,191 Common Stock outstanding
as of November 13, 2009, according to the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November
16, 2009.
Coast
Investment Management has the sole power to vote or direct the vote of 0
Common Stock; has the shared power to vote or direct the vote of 2,517,698
Common Stock; has sole power to dispose or direct the disposition of 0
Common Stock; and has shared power to dispose or direct the disposition of
2,517,698 Common Stock.
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(a,b)
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As
of the date hereof, The Coast Fund may be deemed to be the beneficial
owner of 2,517,698 Common Stock, constituting 6.3% of the Common Stock of
the Issuer, based upon 39,863,191 Common Stock outstanding as of November
13, 2009, according to the Issuer's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 16,
2009.
The
Coast Fund has the sole power to vote or direct the vote of 0 Common
Stock; has the shared power to vote or direct the vote of 2,517,698 Common
Stock; has sole power to dispose or direct the disposition of 0 Common
Stock; and has shared power to dispose or direct the disposition of
2,517,698 Common Stock.
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(a,b)
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As
of the date hereof, Coast Medina may be deemed to be the beneficial owner
of 2,517,698 Common Stock, constituting 6.3% of the Common Stock of the
Issuer, based upon 39,863,191 Common Stock outstanding as of November 13,
2009, according to the Issuer's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on November 16, 2009.
Coast
Medina has the sole power to vote or direct the vote of 0 Common Stock;
has the shared power to vote or direct the vote of 2,517,698 Common Stock;
has sole power to dispose or direct the disposition of 0 Common Stock; and
has shared power to dispose or direct the disposition of 2,517,698 Common
Stock.
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(c)
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The
trading dates, number of Common Stock purchased and sold and price per
Common Stock for all transactions and distributions in the Common Stock by
the Reporting Persons in the past sixty days are set forth in Exhibit
B.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
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None
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Item
7.
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Material
to be Filed as Exhibits.
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THE
FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE
13D/A:
Exhibit
A: Agreement between the Reporting Persons to file jointly
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
Coast
Investment Management, LLC
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(Name/Title)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
of
the general partner of The Coast Fund, LP
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(Name/Title)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
of
the general partner of
the
sole member of Coast Medina, LLC
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(Name/Title)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
Coast
Investment Management, LLC
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(Name/Title)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
of
the general partner of The Coast Fund, LP
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(Name/Title)
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January
29, 2010
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(Date)
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/s/ David
E. Smith
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(Signature)
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David
E. Smith/Managing Member
of
the general partner of
the
sole member of Coast Medina, LLC
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(Name/Title)
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Date
of
Transaction
1/19/10
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Number
of Shares
Purchase/(Sold)
2,517,698
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Price
per Share
(1)
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