FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chazen David
   2. Issuer Name and Ticker or Trading Symbol
Mandalay Media, Inc. [MNDL.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director (See Remarks)
(Last)
(First)
(Middle)
757 THIRD AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
10/09/2007
(Street)

NEW YORK, NY 10018		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $0.0001 par value per share 10/09/2007   X   41,860 A (1) 41,860 D  
Common Stock, $0.0001 par value per share 10/09/2007   X   27,326 A (2) 27,326 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Warrants $ 2 10/09/2007   X     100,000 09/14/2006 09/14/2008 Common Stock 41,860 $ 100,000 0 D  
Warrants $ 2.5 10/09/2007   X     100,000 08/03/2006 08/01/2008 Common Stock 27,326 (2) 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chazen David
757 THIRD AVENUE
NEW YORK, NY 10018		       Former Director (See Remarks)

Signatures

 /s/ David Chazen   04/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Chazen exercised a warrant to purchase 100,000 shares of common stock in a cashless exercise. Mr. Chazen did not previously disclose the acquisition of the warrant, which he purchased for $100,000 on September 14, 2006.
(2) Mr. Chazen exercised a portion of a warrant to purchase a total of 150,000 shares in a cashless exercise. As previously reported on a Form 4, filed with the Securities and Exchange Commission on April 19, 2007, Mr. Chazen received the warrant in connection with his services as a member of the Board of Directors of Mandalay Media, Inc. (formerly Mediavest, Inc.).
 
Remarks:
Effective as of April 9, 2008, Mr. Chazen resigned from the Board of Directors of Mandalay Media, Inc.

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