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

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 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.)

(Exact name of registrant as specified in its charter)

835 Proton Rd. San Antonio, Texas 78258	78258
Delaware		0-9463	75-2626358
(Address of principal executive offices)	(Zip Code)
(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)

Copies to:

~~Rob Schorr~~(210) 679-3550

~~MDI,~~(Registrant’s telephone ~~Inc.~~number, including area code)

~~12500~~Check the appropriate box ~~Network~~below ~~Blvd.~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Suite~~o Written communications pursuant to Rule 425 ~~306~~under the Securities Act (17 CFR 230.425)

~~San~~o Soliciting material pursuant to Rule 14a-12 ~~Antonio,~~under ~~Texas~~the ~~78249~~Exchange Act (17 CFR 240.14a-12)

~~Registrant’s telephone~~o Pre-commencement ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~ Rule 14d-2(~~210~~b) under the ~~679~~Exchange Act (17 CFR 240.14d-~~3550~~2(b))

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule 13e-4(c) under ~~satisfy~~ the ~~filing~~Exchange ~~obligation~~Act ~~of the registrant under any of the following provisions~~ (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

[Item ~~] Written~~1.03. ~~communications~~Bankruptcy ~~pursuant~~or ~~to Rule 425 under the Securities Act (17 CFR 230~~Receivership.~~425)~~

[On ]April 16, 2010, certain creditors of MDI, Inc. ~~Soliciting~~(the ~~material~~“Company”) filed an involuntary petition in the United States Bankruptcy Court, Western District of Texas, sitting in San Antonio, Texas, pursuant to Chapter ~~Rule~~7 ~~14a-12~~of ~~under~~Title 11 of the ~~Exchange~~United ~~Act~~States ~~(17~~Code. ~~CFR~~The Company received service ~~240~~of the petition on April 20, 2010.~~14a-12)~~ The Company has retained bankruptcy counsel to represent it in the bankruptcy proceedings, and on May 13, 2010, filed a motion to convert the case to one under Chapter 11 of Title 11 of the United States Code.

[Item ~~] Pre-commencement~~4.01. ~~communications~~Changes ~~pursuant~~in toRegistrant’s ~~Rule~~Certifying ~~14d-2(b) under the Exchange Act (17 CFR 240~~Accountant.~~14d-2(b))~~

[On ]April 20, 2010, the ~~Pre-commencement~~Company ~~communications~~received ~~pursuant~~a toletter ~~Rule~~of ~~13e-4~~resignation from Weaver and Tidwell L.L.P., Certified Public Accountants (c“Weaver and Tidwell”), ~~under~~as the ~~Exchange Act~~Company’s ~~(17~~independent ~~CFR~~registered ~~240~~public accountant.~~13e-4(c))~~

~~Item~~Weaver ~~4.02~~and ~~Non-Reliance~~Tidwell’s report on ~~Previously~~the ~~Issued~~pre-merger ~~Financial~~surviving ~~Statement~~company’s or(Almana Networks International, Inc.) June 30, 2009 audited financial statements, and for the period from inception (June 3, 2009) to June 30, 2009 included an explanatory paragraph which noted there was substantial doubt as to its ability to continue as a ~~Related~~going ~~Audit~~concern ~~Report~~as orAlmana ~~Completed~~Networks International, Inc. ~~Interim~~is ~~Review~~in the development stage, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its business activities.

~~As previously~~Since ~~announced~~becoming ~~and~~a aspublic company ~~described~~registrant inon ~~Form~~ September 8~~-K of MDI~~, ~~Inc.~~2009 ~~(the~~and ~~“Company”) dated~~through ~~March 22~~September 30, ~~2010~~ 2009, onthere ~~February~~were ~~11,~~no ~~2010~~disagreements ~~the~~with ~~Company~~Weaver ~~retained~~and ~~the~~Tidwell ~~services~~on any matter of ~~Padgett~~accounting ~~Stratemann~~principles &or ~~Co.~~practices ~~LLP,~~or ~~Certified~~financial ~~Public~~statement ~~Accountants~~disclosure, ~~& Business~~which ~~Advisors (“Padgett Stratemann”)~~disagreements, toif ~~provide~~not resolved to the ~~Company~~satisfaction ~~services~~of ~~including (i)~~Weaver ~~responding to the Securities~~ and ~~Exchange~~Tidwell ~~Commission (“SEC”) dealing with~~would ~~accounting issues;~~have ~~(ii)~~caused ~~assisting~~Weaver ~~the Company management~~ and ~~its auditors~~Tidwell into ~~setting~~make upreference anto ~~accounting~~the ~~system~~subject ~~that~~matter ~~can~~of ~~subsequently be used by~~such ~~Company~~disagreements ~~employees;~~in ~~(iii)~~their ~~other tasks as may be agreed upon; and (iv) work with the Company’s auditors~~reports.

OnSince ~~March 26, 2010,~~ the Company ~~concluded that it may be necessary to restate~~’s ~~the~~inception ~~Company's~~(June 3, ~~previously~~2009) ~~issued~~through ~~financial statements as of and for the three months ended~~ September 30, 2009, ~~(“Third~~there ~~Quarter”)~~have ~~as included in the Company's~~been ~~Quarterly~~no ~~Report~~reportable onevents ~~Form~~(as ~~10-Q~~defined ~~filed~~in ~~with~~Item ~~the~~304 ~~Securities and Exchange Commission~~ (~~the "Commission"~~a) ~~on November 16, 2009~~ (~~the~~1)(v) of ~~"Third~~Regulation ~~Quarter 10~~S-Q"K)~~, as follows:~~.

· The ~~shares~~Company ofhas ~~preferred~~requested that ~~stock~~Weaver ~~included~~and inTidwell ~~diluted~~furnish ~~earnings~~it ~~per~~with ~~share~~a ~~should~~letter addressed to the Securities and Exchange Commission stating whether or not ~~have~~Weaver ~~been~~and ~~included~~Tidwell asagrees ~~they~~with ~~were~~the above ~~determined~~statements. A tocopy beof ~~anti-dilutive~~such letter dated April 20, 2010 is attached as an exhibit.

·No ~~The~~successor ~~Company~~accountant ~~was~~has in error in assigning a fair value of $150,000 to a related party receivable from Ridgemont Investment Group LLC (included in the “Financial Assets” balance in Footnote 3 of the Third Quarter 10-Q). This amount had previously been ~~disclosed~~selected inor ~~note 4 of the Company’s June 30, 2009 Form 10-Q as a related party receivable that was fully reserved as of December 31, 2008~~engaged.

·Item ~~The~~5.02. ~~Company~~Departure ~~had~~of ~~not~~Directors ~~included~~or aCertain ~~related~~Officers; ~~party~~Election ~~footnote~~of ~~disclosure~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

·Effective ~~The~~May 4, 2010, Rod Wallace, the Company’s Chief ~~presentation~~Technology Officer delivered a notice of ~~discontinued~~his ~~operations~~termination ~~were~~of ~~not~~his employment for “Good Reason” as defined in ~~accordance~~that ~~with~~certain ~~disclosure~~Employment ~~requirements~~Agreement ~~under~~by and ~~generally~~between ~~accepted~~Mr. Wallace ~~accounting~~and ~~principles~~the Company dated as of September 17, 2009 and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 29, 2009.

~~Additionally, the Company is currently addressing certain comments of the SEC that could further impact the Third Quarter 10-Q.~~2

~~The Company~~Item ~~additionally has not completed its engagement of Weaver and Tidwell, L~~8.L01.~~P.,~~ asOther ~~the Company's independent registered accounting firm~~Events. 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~~Effective March 26, 2010, Padgett Stratemann & Co. LLP (“Padgett Stratemann”) completed its services related to the response made by the ~~pending~~Company ~~restatement~~on ofMarch 26, 2010 to comments from the ~~Third~~Securities ~~Quarter~~and Exchange ~~Form~~Commission. ~~10-Q~~Due to a cash shortage, the Company ~~believes~~has not re-engaged ~~that~~Padgett ~~the~~Stratemann ~~Third~~to ~~Quarter~~provide ~~10-Q~~any ~~should~~further services. The Company has no ~~longer~~internal accounting beor ~~relied~~finance ~~upon~~staff.

~~Further, as~~Item ~~previously~~9.01 ~~disclosed~~Exhibits ~~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~~Financial ~~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.~~Statements

~~SIGNATURES~~(d) Exhibits

~~Pursuant~~Exhibit 16.1 Letter tofrom ~~the~~Weaver ~~requirements~~and ~~of the Securities Exchange Act of 1934~~Tidwell, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~LLP

~~MDI, Inc.~~3

~~By: /s/ Rob Schorr~~SIGNATURE

~~Rob~~Pursuant to the ~~Schorr~~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.

Attorney-in-fact

	MDI, INC.


Dated: May 14, 2010	By:	/s/ Swaraj Bontula
	Name:	Swaraj Bontula
	Title:	Chief Executive Officer

~~Date: April 6, 2010~~ 4

Filing Compare · MDI, INC.