UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2009

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MDI, INC.

(Exact name of registrant as specified in its charter)

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Delaware	0-9463	75-2626358
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

835 Proton Rd.

San Antonio, TX 78258

(Address of principal executive offices)

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Copies to:

Carmelo M. Gordian

Andrews Kurth LLP

111 Congress Avenue,

Suite 1700,

Austin, TX 78701

Fax: 512-320-9292

(210) 854-4149

(Registrant’s telephone number, including area code)

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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:

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 8.01

Other Events.

On November 17, 2009 the Company announced that it had commenced an investigation into the facts and circumstances related to potential misconduct by certain of its prior officers. The Company informed the SEC of this matter in conjunction with its public announcement.

In addition to the lawsuit filed on November 16, 2009 against J. Collier Sparks, individually, on November 17, 2009, the Company filed a lawsuit in the District Court of Bexar County, Texas against 214 Investments, Inc., Monitor Dynamics, Inc., J. Collier Sparks and Richard Larsen. The lawsuit alleges that the Defendants: made certain misrepresentations; failed to perform services due under an agreement entered into in connection with such transaction; and improperly handled and may have misappropriated Company funds. The lawsuit seeks damages and injunctive relief.

SIGNATURE

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 hereunto duly authorized.


	MDI, INC.


Dated: November 17, 2009	By:	/s/ SWARAJ BONTULA
		Swaraj Bontula
		Chief Executive Officer

MDI, INC. 8-K