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): March 31, 2008

MANDALAY MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
00-10039
 
22-2267658
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
2121 Avenue of the Stars, Suite 2550
Los Angeles, CA 90067
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 601-2500


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 Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 31, 2008, the Board of Directors (the “Board”) of Mandalay Media, Inc. (the “Company”) approved a change in the Company’s fiscal year end from December 31 to March 31.
 
As previously disclosed on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2008, Twistbox Entertainment, Inc. (“Twistbox”) became the Company’s wholly-owned and sole operating subsidiary on February 12, 2008. As a result, the Board determined to change the Company’s fiscal year end in order to conform to the fiscal year end of Twistbox. The Company plans to file a transition report on Form 10-KSB for the period from January 1, 2008 through March 31, 2008.

 
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.
 
     
 
MANDALAY MEDIA, INC.
 
 		  
 		  
 
Date: April 1, 2008 By:   /s/ James Lefkowitz
 
James Lefkowitz
 
President