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 *
Trinad Capital Master Fund Ltd.
   2. Issuer Name and Ticker or Trading Symbol
NeuMedia, Inc. [MNDL.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4751 WILSHIRE BOULEVARD, 3RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/28/2011
(Street)

LOS ANGELES, CA 90010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 12/28/2011   A   8,000,000 A $ 0 12,293,160 (1) (2) D (1) (2)  

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Trinad Capital Master Fund Ltd.
4751 WILSHIRE BOULEVARD, 3RD FLOOR
LOS ANGELES, CA 90010		   X   X    
Trinad Advisors II, LLC
4751 WILSHIRE BOULEVARD, 3RD FLOOR
LOS ANGELES, CA 90010		   X   X    
Trinad Capital L.P.
4751 WILSHIRE BOULEVARD, 3RD FLOOR
LOS ANGELES, CA 90010		   X   X    
Trinad Management, LLC
4751 WILSHIRE BOULEVARD, 3RD FLOOR
LOS ANGELES, CA 90010		   X   X    
ELLIN ROBERT S
4751 WILSHIRE BOULEVARD, 3RD FLOOR
LOS ANGELES, CA 90010		   X   X    

Signatures

 /s/ Robert S. Ellin, Trinad Capital Master Fund, Ltd   01/04/2012
**Signature of Reporting Person Date
 /s/ Robert S. Ellin, Trinad Advisors II LLC   01/04/2012
**Signature of Reporting Person Date
 /s/ Robert S. Ellin, Trinad Capital LP   01/04/2012
**Signature of Reporting Person Date
 /s/ Robert S. Ellin, Trinad Management, LLC   01/04/2012
**Signature of Reporting Person Date
 /s/ Robert S. Ellin   01/04/2012
**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) 8,000,000 shares of common stock are owned directly by Robert S. Ellin and 4,293,160 shares of common stock are owned directly by Trinad Capital Master Fund, Ltd. These securities may be deemed to be beneficially owned by Trinad Management, LLC, the investment manager of the Master Fund and Trinad Capital LP; a controlling stockholder of the Master Fund; Trinad Advisors II LLC, the general partner of Trinad Capital LP; Robert S. Ellin, the managing director of and portfolio manager for Trinad Management, LLC and the managing director of Trinad Advisors II LLC.
(2) Each such reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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