EXHIBIT
32.2
Certification
of Principal Financial Officer
Pursuant
to 18 U.S.C. Section 1350
As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
section 1350, chapter 63 of title 18, United States Code), the undersigned
officer of Mandalay Media, Inc., a Delaware corporation (the “Company”), does
hereby certify, to such officer’s knowledge, that:
The
Annual Report on Form 10-KT for the period ending March 31, 2008 of the Company
(the “Form 10-KT”) fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, and the information contained
in
the Form 10-KT fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: July
15, 2008
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/s/
Jay A. Wolf
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Jay
A. Wolf
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Chief
Financial Officer and Secretary
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(Principal
Financial Officer)
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A
signed
original of this written statement required by Section 906 has been provided
to
the Company and will be retained by the Company and shall be furnished to the
Securities and Exchange Commission or its staff upon request.