Washington, D.C. 20549


    FORM 12b-25  







(Check One)       ¨  Form 10-K ¨ Form 20-F ¨ Form 11-K Form 10-Q
¨  Form 10-D ¨ Form N-SAR ¨ Form N-CSR  
    For Period Ended:    December 31, 2011    
    ¨ Transition Report on Form 10-K
    ¨ Transition Report on Form 20-F
    ¨ Transition Report on Form 11-K
    ¨ Transition Report on Form 10-Q
    ¨ Transition Report on Form N-SAR
    For the Transition Period Ended:         


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A





Mandalay Digital Group, Inc.

Full Name of Registrant


NeuMedia, Inc.    

Former Name if Applicable


4751 Wilshire Boulevard, Third Floor

Address of Principal Executive Office (Street and Number)


    Los Angeles, California 90010

City, State and Zip Code






 PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


x (a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.





State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Mandalay Digital Group, Inc. (the “Company”) could not complete its Quarterly Report on Form 10-Q for the period ended December 31, 2011 on or before the February 14, 2012 prescribed due date without unreasonable effort or expense due to delays in gathering, compiling, analyzing, disclosing and reviewing the information required to complete the preparation of its Quarterly Report. The Company intends to file its Quarterly Report on Form 10-Q for the period ended December 31, 2011 as promptly as practicable, and expects that such filing will be made by the February 21, 2012 extended deadline.




(1)   Name and telephone number of person to contact in regard to this notification


Lisa Lucero     310      601-2500    
(Name)     (Area Code)     (Telephone Number)


(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).     x  Yes    ¨  No



(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨ Yes    No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 




Mandalay Digital Group, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  February 14, 2012   By:    /s/ Lisa Lucero, CFO, Twistbox Entertainment, Inc.