================================================================================


                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                (Amendment No. 1)

(Mark one):

     [   ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.



     [X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

         For the transition period from June 1, 2000 to December 31, 2000

                           COMMISSION FILE NO. 0-24919

                             MDI ENTERTAINMENT, INC.
                             -----------------------
                 (Name of small business issuer in its charter)


         DELAWARE                                          73-1515699
         --------                                          ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                             MDI ENTERTAINMENT, INC.
                                 201 ANN STREET

                           HARTFORD, CONNECTICUT 06103
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (860) 527-5359


Securities registered under Section 12(b) of the Exchange Act:



     Title of each Class            Name of each exchange on which registered



Securities registered under Section 12(g) of the Exchange Act:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

                     ---------------------------------------
                                (Title of Class)

               ---------------------------------------------------
                                (Title of Class)

================================================================================


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

<PAGE>


     Check if disclosure of delinquent filers in response to Item 405 of the
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year. $ 2,876,676
                                                              -----------

     Aggregate market value of voting stock held by non-affiliates of registrant
as of March 23, 2001: $ 12,177,023
                        ----------
     Shares of Common Stock outstanding as of March 23, 2001: 11,162,306
                                                              ----------


                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not Applicable

     Transitional Small Business Disclosure Format (check one): Yes ; No X
                                                                      ----



         This Amendment No. 1 to the Transition Report on Form 10-KSB for the
seven-month period ended December 31, 2000, as filed on April 2, 2001, amends
and restates Items 9 and 11 of Part III in their entirety.



<PAGE>




                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

Our directors and executive officers are as follows:

       Name                     Age               Position
       ----                     ---               --------
Steven M. Saferin               52        President, Chief Executive Officer and
                                          Director
Kenneth M. Przysiecki           56        Chief Financial Officer, Secretary and
                                          Director
Robert J. Wussler               64        Director
S. David Fineman                55        Director
Todd P. Leavitt                 50        Director
William G. Malloy               54        Director
Charles W. Kline                41        Vice President of Sales and Marketing
Robert R. Kowalczyk             53        Vice President and General Manager
Jonathan Betts                  41        Executive Vice President of Finance


COMMITTEES

     The Board of Directors at their April 27, 1999 quarterly meeting
established the following committees and appointed members:

Audit Committee:                S. David Fineman
                                Robert J. Wussler

Compensation Committee:         Steven M. Saferin
                                Todd P. Leavitt

Executive Committee:            Steven M. Saferin
                                S. David Fineman
                                Kenneth M. Przysiecki

BIOGRAPHIES

Steven M. Saferin
-----------------

     Mr. Saferin has been the President, Chief Executive Officer and a member of
our Board of Directors since August 1997. Since January 1986, Mr. Saferin has
been President and Chief Executive Officer of MDIP, which today is our wholly
owned subsidiary. In this capacity, Mr. Saferin has been primarily responsible
for product development, marketing and sales. Mr. Saferin conceived and led
MDIP's entry into the lottery industry and has since been the key employee in
revising, refining and creating new products and marketing initiatives for us to
offer to the lottery industry. Prior to founding MDIP, Mr. Saferin was Director
of Program Acquisitions at ESPN from 1982 to 1986. He supervised a 16 person
department in the areas of product acquisition and scheduling. From 1978 to
1982, Mr. Saferin was active in cable television franchising as a Vice President
with both Viacom Communications and Warner Amex Cable. In those capacities, he
supervised cable television franchising activities in dozens of major markets.
Prior to entering business, Mr. Saferin was an Attorney-Advisor to the Cable
Television Bureau of the Federal Communications Commission, as well as a member
of the law department at Viacom International, Inc. Mr. Saferin received a B.A.
in journalism from American University and received his J.D. after attending the
Georgetown University and the University of Maryland Schools of Law.


Kenneth M. Przysiecki
---------------------

     Mr. Przysiecki has been our Chief Financial Officer, Secretary and a member
of our Board of Directors since August 1997. Since August 1994, Mr. Przysiecki
<PAGE>
has been Chief Financial Officer of MDIP. Prior to joining MDIP, Mr. Przysiecki
was involved in several business start-ups that required his financial planning,
negotiating and systems implementation skills. He was a Senior Manager for
Noreika, Rosenfeld and Hupp, a C.P.A. firm, from 1989 to 1992 and was employed
as Vice President of Finance for Keeney Manufacturing Company, from 1976 until
1988. He received his C.P.A. while employed at Arthur Andersen & Co. from 1972
to 1976, and received his B.S. in Business Administration from American
International College.


Robert J. Wussler
-----------------

     Mr. Wussler has been a member of our Board of Directors since August 1997.
He was formally President, Chief Executive Officer and Chairman of the Board of
Directors of U.S. Digital Communications, Inc., a telecommunications company. He
has also been President and Chief Executive Officer of The Wussler Group, which
owns several telecommunications ventures, since February 1992. From June 1995 to
June 1998, Mr. Wussler served as President and Chief Executive Officer of
Affiliate Enterprises, Inc., a privately held company which acts as the
syndication branch of 51 media companies. Prior to his current activities he was
the President and Chief Executive Officer of Comsat Video, the international
satellite telecommunications company from 1990 to 1993. Mr. Wussler is one of
the founders of CNN (Cable News Network) having founded the network when he was
Senior Executive Vice President with Turner Broadcasting from 1980 to 1990.
During his tenure with Turner Broadcasting, he was also President of the Atlanta
Braves professional baseball team and the Atlanta Hawks professional basketball
team. Prior to joining the Turner organization, Mr. Wussler was President of
Columbia Broadcasting System (CBS) Television, a position he attained from his
start in the CBS mailroom. Mr. Wussler is also an independent business
consultant having directed such projects as the establishment of a
French-Kuwaiti television network in 1993 and the acquisition of MetroMedia
Enterprises. He was the founding Chairman of International TelCell which later
became a part of MetroMedia International Group in 1993. Mr. Wussler also
advised and guided the first African American professional basketball ownership
group in the finance, purchase, management and resale of the Denver Nuggets
franchise of the National Basketball Association. Mr. Wussler also serves on the
Board of Directors of Streammedia Communications, Inc., Converge Global, Inc.,
Visual Display and TIS Worldwide.


S. David Fineman
----------------

     Mr. Fineman has been a member of our Board of Directors since November
1998. He is the managing attorney and founder of Fineman & Bach, P.C., a
Philadelphia, PA law firm since 1986. Mr. Fineman represents a variety of
clients, including governmental authorities and private clients dealing with the
government. He has an active litigation practice and represents clients
throughout the United States and Japan in both the Federal and State courts. Mr.
Fineman has served as special counsel to the Philadelphia Parking Authority, the
Secretary of Banking of the Commonwealth of Pennsylvania, and the Insurance
Commissioner of the Commonwealth of Pennsylvania. In 1995, he was nominated by
President Clinton and confirmed by the United States Senate to a nine-year term
on the Board of Governors of the United States Postal Service, a nine member
Board which directs and controls the expenditures, reviews practices and
policies, and establishes basic objectives and long-range goals for the Postal
Service. He presently serves as its vice chairman and as chairman of its
strategic planning committee. In 1994, Mr. Fineman was appointed to the Industry
Policy Advisory Committee, a CEO-level committee which advises the Secretary of
Commerce and the U.S. Trade Representative on international trade policy issues.
Mr. Fineman received a B.A. from American University and received his J.D., with
honors, from George Washington University Law School.

<PAGE>

Todd P. Leavitt
---------------

     Mr. Leavitt has been a member of our Board of Directors since November
1998. He founded and has been Managing Director of Tulip Media Ltd. since May
1998. Tulip Media furnishes services in areas of feature film, television and
video production and distribution as well as media consulting services to a
variety of United States and international companies engaged in the
entertainment industry. Prior to establishing Tulip Media, Mr. Leavitt served as
Chairman of the Alliance Television Group, supervising all television production
and distribution activities on behalf of Alliance Communications Corporation,
from 1995 to May 1998. Previously, Mr. Leavitt was Executive Vice President of
NBC Studios, the in-house production arm of the NBC Television Network, from
1990 to 1995. Prior to joining NBC, Mr. Leavitt had been Executive Vice
President of Reeves Entertainment Group. Mr. Leavitt is a Phi Beta Kappa
graduate of Kenyon College, Gambier, Ohio, and received a law degree from the
New York University School of Law.


William G. Malloy
------------------

     Mr. Malloy has been a member of the Board of Directors since September
1999. Prior to the merger of Autotote and Scientific Games, Inc.(NYSE: SG), Mr.
Malloy was Chairman of the Board, President and Chief Executive Officer of
Scientific Games Holdings Corp. (NYSE:SG) Scientific Games is a $230 million per
year publicly held company in the international lottery industry. Scientific
Games' core strengths include marketing and the application of advance computer
technology to complex printing processes and customer support systems. Prior to
becoming the Scientific Games' President and Chief Executive officer in December
1990, Mr. Malloy was the company's Vice President, Treasurer and Chief Financial
Officer from 1988 to 1990. Prior to joining Scientific Games, Mr. Malloy held
several positions from 1975 to 1987 with Bally Manufacturing Corporation,
Scientific Games' former parent company. His various responsibilities included
sales, finance, planning, operations and information systems. Mr. Malloy has
directed various manufacturing, distribution, financing and service businesses.
Industry groups with which he has experience include consumer durable goods,
vending, commercial video amusement, printing, regulated gaming and software
development. In addition, he is a seasoned international businessman and has
extensive experience with various government regulated procurement processes.
Mr. Malloy also serves on the Board of Directors of the Upper Chattahoochee
Riverkeeper. Mr. Malloy received his Bachelor of Science degree in Business
Administration from Northern Illinois University and his Master of Science in
Management (MBA) from Northwestern University's J. L. Kellogg Graduate School of
Management in Evanston, Illinois.


Charles W. Kline
----------------

     Mr. Kline joined us as Vice President of Sales and Marketing in February
1998. Prior to joining us, Mr. Kline was Executive Director of the Pennsylvania
State Lottery, the nation's sixth largest lottery from 1992 to 1997. As
Executive Director, Mr. Kline oversaw the entire $1.7 billion sales operation.
During his five year tenure, Mr. Kline was credited with not only reversing a
3-year slide in sales, but also engineering and implementing a program that
caused the lottery to undergo five consecutive years of sales growth. Prior to
this post, Mr. Kline served in a variety of key positions in state government.
Mr. Kline received a B.A. in Public Service and a Masters in Public
Administration, both from the Pennsylvania State University.

<PAGE>


Robert R. Kowalczyk
-------------------

     Mr. Kowalczyk joined us as Vice President and General Manager in November
1997. Prior to joining us, Mr. Kowalczyk was Vice President and Management
Supervisor of Yaffe and Company Advertising of Southfield, Michigan from 1995 to
1997. At Yaffe, Mr. Kowalczyk supervised the $10 million advertising and
promotions account and aided the product planning for the Michigan State
Lottery. Mr. Kowalczyk also supervised the agency's business development and
research functions, and participated in the account planning and management for
clients, including health care, financial services and various retail chains.
Prior to his time in Michigan, Mr. Kowalczyk managed product planning and
marketing, research and the $32 million advertising and promotional budgets for
the Florida Lottery from 1991 to 1995. Under his direction, the lottery reversed
a decline in sales growth in the instant ticket product category. Previous to
that, Mr. Kowalczyk was the Marketing Director for the Ohio Lottery Commission
from 1987 to 1991. He successfully expanded the entire lottery market by
introducing instant scratch-off game marketing strategies that have been
emulated by virtually every lottery in the years that followed. During his
tenure, Ohio Lottery sales increased an average of 16% per year, instant ticket
sales increased 58% per year and profitability increased at the rate of 4% per
year. Mr. Kowalczyk received his Associate Degree from Lorain County Community
College and earned his Executive M.B.A. from the Weatherhead School of
Management, Case Western Reserve University, Cleveland, Ohio.


Jonathan D. Betts
-----------------

     Jonathan D. Betts joined us as Executive Vice President of Finance on
October 13, 2000. Mr. Betts is a founder and principal of Venture Partners Ltd.
since 1986. He focuses and provides expertise in financial restructuring,
capital raising, mergers and acquisitions, joint ventures and strategic
relationships. He was previously associated with Technology Transitions
Incorporated, a technology venture capital firm and provided managerial and
financial consulting services in both turnaround and high growth situations. He
has a Bachelor Degree in Electrical Engineering from Boston University.

     Each director holds office until our annual meeting of stockholders and
until his successor is duly elected and qualified. Officers are elected by the
Board of Directors and hold office at the discretion of the Board of Directors.
There are no family relationships between any of our directors or executive
officers.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our directors and executive officers, and persons who
beneficially own more than ten percent of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and our other equity securities. Officers,
directors, and persons who beneficially own more than ten percent of a
registered class of our equities are required by the regulations of the
Commission to furnish us with copies of all Section 16(a) forms they file. To
our knowledge, based solely on review of the copies of such reports furnished to
the Company and written representations that no other reports were required,
during the seven months ended December 31, 2000, all Section 16(a) filing
requirements applicable to our officers, directors, and greater than ten percent
beneficial owners were complied with, except that an initial report of ownership
was filed late by Jonathan Betts; Charles Kline and Kenneth Przysiecki each
filed one report covering one transaction late; Robert Kowalczyk filed two
reports covering an aggregate of two transactions late; and Venture Partners
Capital and International Capital Partners each failed to file a Form 5 by the
due date.

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

PRINCIPAL STOCKHOLDERS

     The following table sets forth information known to us, as of March 8,
2001, regarding the beneficial ownership of our voting securities by (i) each
person who is known by us to own of record or beneficially more than 5% of the
Common Stock, (ii) each of our directors and the Named Executive Officers, as
defined in Item 6, and (iii) all directors and executive officers of as a group.
Unless otherwise indicated, each of the stockholders listed in the table below
has sole voting and dispositive power with respect to shares beneficially owned
by such stockholder.


                                     NUMBER OF SHARES               PERCENT
NAME OF BENEFICIAL OWNER (1)        BENEFICIALLY OWNED             OF CLASS (2)

Steven M. Saferin                         3,870,169(3)                34.2%
Kenneth M. Przysiecki                       240,600                    2.1%
Charles Kline                                15,059(4)                 0.1%
Robert R. Kowalczyk                          20,000(5)                 0.2%
Jonathan Betts                            1,254,528(6)                10.1%
Robert J. Wussler                           300,000                    2.7%
Todd P. Leavitt                             100,000(7)                 0.9%
S. David Fineman                            100,000(8)                 0.9%
William G. Malloy                            60,599(9)                 0.5%
International Capital Partners, LLC       1,260,094                   11.3%
Scientific Games, Inc.                      708,333                    6.3%
eLot, Inc.                                1,000,000(10)                8.2%
Venture Partners Capital, LLC             1,203,553(11)                9.7%
All directors and executive
officers as a group (9 persons)           5,960,955                   47.0%



(1)     The address for Messrs. Saferin, Przysiecki, Kline, Kowalczyk,
        Betts, Leavitt, Fineman, Malloy and Wussler is c/o MDI Entertainment,
        Inc., 201 Ann Street, Hartford, Connecticut 06103. The address for
        International Capital Partners, LLC is c/o Foley, Hoag & Eliot, LLP, One
        Post Office Square, Boston, MA 02109. The address for Scientific Games,
        Inc. is 1500 Bluegrass Lakes Parkway, Alpharetta, GA 30004. The address
        for eLot, Inc. is 301 Merritt Corporate Park, Norwalk, CT 06851. The
        address for Venture Partners Capital LLC is Mill Crossing, P.O. Drawer
        9, Kensington, CT 06037.

(2)     Shares of Common Stock are deemed outstanding for purposes of computing
        the percentage of beneficial ownership if such shares of Common Stock
        are exercisable or convertible within 60 days of the date of this Form
        10-KSB.

(3)     Includes 150,000 shares of Common Stock which are subject to currently
        exercisable options.

(4)     Includes 6,667 shares of Common Stock which are subject to currently
        exercisable options and 1,725 shars of Common Stock held jointly with
        his spouse.

(5)     Includes 10,000 shares of Common Stock which are subject to currently
        exercisable options.

(6)     Includes 500 shares of Common Stock beneficially owned directly by a
        profit sharing plan for which Mr. Betts is the trustee. Also includes
        1,203,553 shares of Common Stock issuable upon the exercise of warrants,
        held by Venture Partners Capital, LLC, of which Mr. Betts is an
        affiliate. (See note 11 below.) Also includes 50,000 shares of Common
<PAGE>

        Stock held by Venture Partners, Ltd., of which Mr. Betts is an
        affiliate.

(7)     Includes 50,000 shares of Common Stock beneficially owned directly by
        the Leavitt Family Trust and 50,000 shares of Common Stock which are
        subject to currently exercisable options.

(8)     Includes 50,000 shares of Common Stock which are subject to currently
        exercisable options.

(9)     Includes 49,999 shares of Common Stock which are subject to currently
        exercisable options. Mr. Malloy, who was President and Chief Executive
        Officer of Scientific Games Holdings Corp. until its acquisition by
        Autotote Corporation on September 7, 2000, is currently a consultant to
        Autotote Corporation. Scientific Games beneficially owns 708,333 shares
        of Common Stock.

(10)    Includes 444,444 shares of Common Stock issuable upon conversion of 444
        shares of Series B Preferred Stock and 555,556 shares of Common Stock
        issuable upon the exercise of warrants.

(11)    Represents 1,203,553 shares of Common Stock issuable upon the exercise
        of warrants.



<PAGE>




                                 SIGNATURE PAGE

     In accordance with 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.

 MDI ENTERTAINMENT, INC.

<TABLE>

             SIGNATURE                               TITLE                        DATE
<S>                                   <C>                                    <C>
   /s/ Steven M Saferin               President, Chief Executive             April 23, 2001
------------------------------------  Officer and Director
Steven M. Saferin

</TABLE>

     In accordance with the Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and
on the dates indicated.

<TABLE>
             SIGNATURE                               TITLE                        DATE


<S>                                     <C>                                       <C>
   /s/ Steven M. Saferin                President, Chief Executive Officer        April 23, 2001
------------------------------------    and Director
Steven M. Saferin                       (Principal Executive Officer)


   /s/ Kenneth M Przysiecki             Chief Financial Officer, Secretary        April 23, 2001
------------------------------------    and Director
Kenneth M. Przysiecki                   (Principal Financial Officer)


   /s/ Robert J. Wussler                Director                                  April 18, 2001
------------------------------------
Robert J. Wussler

   /s/ S. David Fineman                 Director                                  April 20, 2001
------------------------------------
S. David Fineman

   /s/ Todd Leavitt                     Director                                  April 20, 2001
------------------------------------
Todd Leavitt

   /s/ William G. Malloy                Director                                  April 20, 2001
------------------------------------
William G. Malloy
</TABLE>