UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 31, 2013

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 001-35958





MANDALAY
DIGITAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-2267658                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|2811 Cahuenga Boulevard West
Los Angeles, CA                   |  | 90068                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(323) 472-5461

(Issuers Telephone Number, Including Area Code)





Indicate by check mark whether
the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of a large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One)



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈                                              |  | Accelerated Filer         |  |  ̈
|                        |  |                                                | 
|Non-accelerated Filer   |  |  ̈  (do not check if smaller reporting company) |  | Smaller Reporting Company |  | x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

As of February 12, 2014, the Company had 32,138,251 shares of its common stock, $0.0001 par value per share, outstanding.









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EXPLANATORY NOTE

Mandalay Digital Group, Inc. (the Registrant) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter
ended December 31, 2013 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on February 14, 2014, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the
amount of the Registrants Common Stock outstanding as of February 12, 2014 was 32,892,851. This incorrect number included both the number of shares of Common Stock outstanding and an additional 754,600 shares of Common Stock held in
treasury that were issued but not outstanding as of that date. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Registrant on February 12, 2014 was 32,138,251.

This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the
Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the
filing of the Form 10-Q or modify or update any related or other disclosures.



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PART II. OTHER INFORMATION

Item 6. Exhibits.



|            |  |                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                                               
|            | 
|31.1        |  | Certification of Peter Adderton, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
|            | 
|31.2        |  | Certification of Jeffrey Klausner, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                     |  |  |  |                              |  |                        
|-------------------- |  |  |  | ---------------------------- |  | -----------------------
|                     |  |  |  | Mandalay Digital Group, Inc.
|                     |  |  | 
|Dated: March 3, 2014 |  |  |  | By:                          |  | /s/ Peter Adderton     
|                     |  |  |  |                              |  | Peter Adderton         
|                     |  |  |  |                              |  | Chief Executive Officer



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