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 26, 2010
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MDI,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-9463
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75-2626358
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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835
Proton Rd.
San
Antonio, Texas 78258
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78258
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(Address
of principal executive offices)
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(Zip
Code)
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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
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))
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Item
4.02
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Non-Reliance
on Previously Issued Financial Statement or a Related Audit Report or
Completed Interim Review.
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As
previously announced and as described in Form 8-K of MDI, Inc. (the “Company”)
dated March 22, 2010, on February 11, 2010 the Company retained the services of
Padgett Stratemann & Co. LLP, Certified Public Accountants & Business
Advisors (“Padgett Stratemann”), to provide to the Company services including
(i) responding to the Securities and Exchange Commission (“SEC”) dealing with
accounting issues; (ii) assisting the Company management and its
auditors in setting up an accounting system that can subsequently be used by
Company employees; (iii) other tasks as may be agreed upon; and (iv) work with
the Company’s auditors.
On March
26, 2010, the Company concluded that it may be necessary to restate
the Company's previously issued financial statements as of and for the three
months ended September 30, 2009 (“Third Quarter”) as included in the Company's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
(the "Commission") on November 16, 2009 (the "Third Quarter 10-Q"), as
follows:
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·
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The
shares of preferred stock included in diluted earnings per share should
not have been included as they were determined to be
anti-dilutive.
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·
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The
Company was 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 in 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.
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·
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The
Company had not included a related party footnote
disclosure.
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·
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The
Company’s presentation of discontinued operations were not in accordance
with disclosure requirements under generally accepted accounting
principles.
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Additionally,
the Company is currently addressing certain comments of the SEC that could
further impact the Third Quarter 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/ Rob
Schorr
Rob
Schorr
Attorney-in-fact
Date:
April 6, 2010