UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1726, 2010

MDI, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-9463	75-2626358

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

835 Proton Rd. San Antonio, Texas 78258	78258
(Address of principal executive offices)	(Zip Code)

Copies to:

Rob Schorr

MDI, Inc.

12500 Network Blvd.

Suite 306

San Antonio, Texas 78249

Registrant’s telephone number, including area code: (210) 679-3550

Copies to: MDI, Inc. Secretary 12500 Network Blvd. Suite 306 San Antonio, Texas 78249 Fax: 210-477-5401

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 54.02 ~~Departure~~Non-Reliance ofon ~~Directors~~Previously orIssued ~~Certain~~Financial ~~Officers;~~Statement ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Certain~~or ~~Officers;~~Completed ~~Compensatory~~Interim ~~Arrangements of Certain Officers~~Review.

~~John~~As ~~Linton~~previously ~~tendered~~announced ~~his~~and ~~resignation~~as ondescribed orin ~~about~~Form ~~February~~8-K 16of MDI, ~~2010~~Inc. ~~which~~(the ~~resignation~~“Company”) ~~was~~dated ~~accepted and became effective on~~ March 1722, 2010~~. Mr.~~, ~~Linton resigned~~on ~~from~~February ~~MDI~~11, ~~Inc.~~2010 inthe ~~any~~Company ~~and~~retained ~~all~~the ~~capacities,~~services ~~including~~of Padgett ~~President~~Stratemann ~~and~~& ~~a member~~Co. ofLLP, ~~the~~Certified ~~Board~~Public ofAccountants ~~Directors~~& Business Advisors (“~~Board~~Padgett Stratemann”)., Atto ~~the~~provide ~~time~~to ofthe ~~Mr.~~Company ~~Linton’s~~services including ~~resignation,~~(i) heresponding ~~did~~to ~~not~~the ~~serve~~Securities onand ~~any~~Exchange ~~committees~~Commission of(“SEC”) ~~the~~dealing ~~Board. There are no~~with ~~immediate~~accounting issues; ~~plans~~(ii) toassisting ~~fill~~ the ~~vacancy~~Company ~~created~~management byand ~~Mr.~~its auditors ~~Linton’s~~in ~~resignation~~setting ~~from~~up ~~the Board. The~~an ~~Company~~accounting ~~believes~~system ~~there~~that ~~are~~can nosubsequently ~~disagreements~~be ~~between~~used ~~Mr.~~by ~~Linton~~Company ~~and~~employees; ~~the~~(iii) ~~Company~~other ~~related~~tasks toas ~~the~~may ~~Company’s~~be ~~operations,~~agreed ~~policies~~upon; ~~or procedures~~and ~~that~~(iv) ~~caused~~work with the ~~resignation~~Company’s auditors.

~~Effective March~~On 19March 26, 2010, ~~Swaraj~~the ~~Bontula,~~Company ~~Chief~~concluded ~~Executive~~that ~~Officer~~it ofmay be necessary to restate the Company's previously issued financial statements as of and for the three months ended September 30, ~~has~~2009 (“Third Quarter”) as included in the Company's ~~agreed~~Quarterly toReport ~~become~~on Form 10-Q filed with the ~~President~~Securities and ~~principal~~Exchange ~~accounting~~Commission (the ~~officer~~"Commission") ofon November 16, 2009 (the "Third Quarter 10-Q"), as ~~Company.~~follows:

~~Item 8~~· The shares of preferred stock included in diluted earnings per share should not have been included as they were determined to be anti-dilutive.~~01 Other Events~~

~~Engagement of~~· ~~Padgett~~The ~~Stratemann~~Company &was ~~Co.~~in ~~LLP~~error -in Onassigning ~~February~~a ~~11,~~fair ~~2010,~~value ~~MDI~~of $150,000 ~~Inc.~~to ~~(the “Company”)~~a ~~executed~~related aparty ~~letter~~receivable ~~engaging~~from ~~Padgett~~Ridgemont ~~Stratemann~~Investment &Group ~~Co.~~LLC ~~LLP, Certified~~(included ~~Public~~in ~~Accountants~~the &“Financial ~~Business~~Assets” ~~Advisors,~~balance toin ~~provide~~Footnote to3 of the ~~Company services~~Third ~~including~~Quarter (i10-Q). ~~responding~~This toamount ~~the~~had ~~Securities~~previously ~~and~~been ~~Exchange~~disclosed ~~Commission (“SEC”)~~in ~~dealing~~note ~~with~~4 ~~accounting issues;~~of ~~(ii) assisting~~ the Company ~~management~~’s ~~and~~June ~~its~~30, ~~auditors~~2009 inForm ~~setting~~10-Q upas ana ~~accounting~~related ~~system~~party receivable that ~~can subsequently~~was befully ~~used~~reserved ~~by Company employees; (iii) other tasks~~ as ~~may~~of beDecember ~~agreed upon;~~31, ~~and (iv) work with the Company’s auditors~~2008.

~~Secure Smartcard~~· ~~Solutions for Queensland, Australia –~~ The Company ~~has~~had ~~completed delivery~~not ofincluded an initial order for approximately 370 custom Facial Image Capture units to Unisys Australia, the prime contractor for the Biometrics Component of the Queensland Smartcard program. The Facial Image Capture units are a ~~key subsystem~~related inparty ~~the~~footnote ~~overall solution awarded by Queensland’s Department of Transport and Main Roads to Unisys~~disclosure. ~~The Company is~~

~~providing biometric~~· ~~image~~The ~~capture devices used by Queensland~~Company’s ~~Department~~presentation of ~~Transport~~discontinued ~~and Main~~operations ~~Roads~~were ~~for~~not ~~their~~in ~~new~~accordance ~~smartcard~~with ~~driver~~disclosure ~~licence,~~requirements ~~authority~~under ~~and~~generally ~~proof~~accepted ofaccounting ~~age cards incorporating facial recognition technology~~principles.

~~Greenfield Development Project in India - Effective February 15~~Additionally, ~~2010, MDI, Inc. (the~~ ~~“Company”) entered into a Memorandum of Understanding (“MOU”) with Religare Capital and Sri Kubera Infracon Ltd. pursuant to which~~ the Company ~~will~~ ~~provide~~is ~~the~~currently ~~total~~addressing ~~security~~certain ~~design,~~comments ~~implementation~~of ~~and monitoring for~~ the ~~Viswakharma~~ ~~2,400~~SEC ~~acre~~that ~~Greenfield development in India. The development includes~~could ~~aerospace,~~further ~~defense~~impact ~~and homeland security manufacturing facilities, residential development and associated community and commercial facilities. The MOU contemplates that over a 40-month period,~~ the ~~Company~~Third ~~will~~Quarter ~~provide access control, public video surveillance, perimeter intrusion detection, vehicle and container screening and biometrics~~10-Q.

The Company additionally has not completed its engagement of Weaver and Tidwell, L.L.P., as the Company's independent registered accounting firm. Accordingly, the discussion of the Company's revised financial results contained in this Current Report on Form 8-K has been prepared by management and represents management's preliminary assessment of the revised results, and none of the Company's board, any committee of the board or management has discussed the matters disclosed in this filing with independent auditors for the Company.

Due to the pending restatement of the Third Quarter Form 10-Q, the Company believes that the Third Quarter 10-Q should no longer be relied upon.

Further, as previously disclosed on Form NT 10-K filed by the Company on April 2, 2010, the Company was not able to file the Form 10-K for the year ended December 31, 2009 within the prescribed due date of March 31, 2010, and will be unable to file the Form 10-K or on or before the fifteenth calendar day following such filing date as prescribed in Rule 12b-25.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MDI, Inc.

By: /s/ ~~Swaraj~~Rob ~~Bontula~~Schorr

~~Swaraj~~Rob ~~Bontula~~Schorr

~~Chief Executive Officer~~Attorney-in-fact

Date: ~~March~~April 226, 2010

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