Sec Form 4 Filing - McAbian Adi @ Mandalay Media, Inc. - 2008-02-12

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McAbian Adi 2. Issuer Name and Ticker or Trading Symbol Mandalay Media, Inc. [ MDNL.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TWISTBOX ENTERTAINMENT, INC.,, 14242 VENTURA BLVD., 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2008 (Street) SHERMAN OAKS, CA91423 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $.0001 par value per share 02/12/2008 A 912,088 A 912,088 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options $ 0.48 02/12/2008 A 54,725 02/12/2008( 2 ) 01/17/2016 Common Stock 54,725 ( 2 ) 54,725 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McAbian Adi C/O TWISTBOX ENTERTAINMENT, INC., 14242 VENTURA BLVD., 3RD FLOOR SHERMAN OAKS, CA91423 X Signatures /s/ Adi McAbian 02/14/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 12, 2008, Twistbox Entertainment, Inc. ("Twistbox") merged with and into Twistbox Acquisition, Inc., a wholly-owned subsidiary of Mandalay Media, Inc. (the "Company") (the "Merger"). Mr. McAbian was appointed to the board of directors of the Company effective as of the closing of the Merger. Mr. McAbian received the shares as consideration in connection with the Merger. ( 2 )In connection with the Merger, Mr. McAbian received options to purchase common stock of the Company, $0.0001 par value per share, with an exercise price of $0.48 per share in exchange for options to purchase 75,000 shares of Twistbox with an exercise price of $0.35 per share. Any unvested options prior to the closing of the Merger became fully vested upon consummation of the Merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.