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
Quarterly Report on Form 10-Q for the period ended June 30, 2009 of the Company
(the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, and the information
contained in the Form 10-Q fairly presents, in all material respects, the
financial condition and results of operations of the Company.
       
      Date:
August 14, 2009
       
      
        
          
            
                
                  | /s/
      Russell Burke | 
                
                  | Russell
      Burke | 
                
                  | Chief
      Financial Officer and Secretary | 
                
                  | (Principal
      Financial Officer) |