U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                (Amendment No. 1)

(Mark one):


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

     For the fiscal year ended December 31, 2001.

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



                           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)


<PAGE>



         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
                                                                      ---- ----
         Check if  disclosure  of  delinquent  filers in response to Item 405 of
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:  $14,661,952

         Aggregate market value of the voting and non-voting common equity stock
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days: $12,999,146 as of March 4, 2002.


         Shares of common stock outstanding as of March 6, 2002: 11,751,452



                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not Applicable


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



         This  Amendment  No. 1 to the Annual Report on Form 10-KSB for the year
ended  December 31, 2001, as filed on March 19, 2002,  amends and restates Items
9, 10, 11 and 12 in their entirety.




                                       1
<PAGE>



<TABLE>
<CAPTION>

                                    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

<S>                                           <C>             <C>
Steven M. Saferin                             53              President, Chief Executive Officer and Director

Kenneth M. Przysiecki                         57              Sr. Vice President Accounting and Administration,
                                                              Secretary and Director

Robert J. Wussler                             65              Director

S. David Fineman                              56              Director

Todd P. Leavitt                               51              Director

William G. Malloy                             55              Director

Charles W. Kline                              42              Vice President Marketing

Robert R. Kowalczyk                           54              Sr. Vice President and General Manager

Donald Walsh                                  54              Sr. Vice President Sales

Evelyn Yenson                                 57              Sr. Vice President International Sales and Marketing

Jeffrey A. Schweig                            41              Vice President Creative Planning and Development
</TABLE>


COMMITTEES

         The Board of Directors at their June 8, 2001 annual meeting established
the following committees and appointed members:

Audit Committee:                    S. David Fineman
                                    Robert J. Wussler
                                    William G. Malloy

Compensation Committee:             Steven M. Saferin
                                    Todd P. Leavitt

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

Financing and Public Filing
Oversight Committee:                William Malloy
                                    Robert Wussler
                                    David Fineman


                                       2
<PAGE>

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 since August 1994.
In  August  2001  he  was  named  Senior  Vice   President  of  Accounting   and
Administration.  In addition Mr. Przysiecki has been our corporate Secretary and
a member of our Board of Directors  since August 1997.  Prior to joining us, 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,
a plumbing supply 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.  Since June 1998,  he served as President and Chief  Executive  Officer of
U.S. Digital Communucations, Inc., a telecommunications company. Mr. Wussler was
formerly the Chairman of the Board of Directors of U.S. Digital  Communications,
Inc.,  serving in that capacity from March 1997 to May of 2000.  Mr.  Wussler is
currently  President and Chief  Executive  Officer of Ted Turner  Pictures.  Mr.
Wussler has held this position  since  January 2001. 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 that acts as the syndication branch
of 51 media  companies.  Additionally,  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.

                                       3
<PAGE>

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,  in both the  Federal and State  courts,  and in
Japan.  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 chairman of its compensation  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.

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  October
1999. Prior to the September 2000 acquisition of Scientific Games Holdings Corp.
("Scientific Games Holdings") by Scientific Games Corporation, formerly known as
Autotote  Corp.("Scientific  Games"),  Mr.  Malloy  was  Chairman  of the Board,
President and Chief Executive Officer of Scientific Games Holdings." At the time
of the  merger,  Scientific  Games was 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 career  responsibilities  have 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, an
Atlanta based  environmental  organization.  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.

                                       4
<PAGE>

CHARLES W. KLINE

         Mr.  Kline joined us as Vice  President of 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.

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 that 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  at 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.

EVELYN P. YENSON

         Ms. Yenson served as Senior  Director of Corporate  Communications  for
Scientific Games International from December 1999 through January 2001. Prior to
that she served as Director of the Washington State Department of Licensing from
January 1997 through December 1999. She served as the Executive  Director of the
Washington State Lottery from January 1987 through January 1997, Ms. Yenson also
served one term as  President  of the North  American  Association  of State and
Provincial  Lotteries  (NASPL).  She was also the first United States' member of
the World Lottery Association Executive Committee.  Ms. Yenson was born in South
Africa,  graduated  with a B.A. from the College of New Rochelle,  New York, and
M.A.  from the  University  of  Wisconsin  and a  Certificate  from the  Harvard
University John F. Kennedy School of Government Program for Senior Executives in
State and local government.

JEFFREY A SCHWEIG

         Mr.  Schweig was  Director of Marketing  for the Illinois  Lottery From
1992 to 1994 before becoming its Creative Director,  a position he occupied from
1994-2002. Before that he was account manager at Lee Hill, Inc., a Chicago-based
agency where he handled such accounts as Kellogg Company and more than 11 of its
cereal brands from 1988 to 1992.  He also  negotiated  promotional  tie-ins with
other blue-chip companies and helped forge those contracts. He served as account
executive at Jeffrey  Nemetz & Associates of Chicago from  1987-1988,  providing
clients with a wide range of  advertising,  sales  promotion and event planning.
From  1985  through  1987 he was  employed  by Flair  Communications  Agency  of
Chicago,  providing similar services for brands such as Amoco Oil Co., M&M/Mars,
Inc.,  Turtle Wax and Arthur  Andersen & Company.  Mr.  Schweig holds a Master's
Degree in Advertising  from the highly  acclaimed Medill School of Journalism at
Northwestern   University  and  a  Bachelor's  degree  in  psychology  from  the
University of Michigan.

         Two  directors  come  up  for  reelection  at  our  annual  meeting  of
stockholders each year and each holds office 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.

                                       5
<PAGE>


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  Securities  and Exchange  Commission  (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  equity
securities are required by the  regulations of the SEC to furnish us with copies
of all Section  16(a) forms they file.  To our  knowledge,  based  solely on our
review of the  copies of such  reports  furnished  to the  Company  and  written
representations  that no other  reports  were  required,  during  the year ended
December  31, 2001,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors,  and  greater  than ten  percent  beneficial  owners  were
complied  with,  except that Donald  Walsh filed an initial  report of ownership
late, Steven Saferin., S. David Fineman,  William Malloy, Todd Leavitt,  Kenneth
Przysiecki, Donald Walsh, Evelyn Yenson, Charles Kline and Robert Kowalczyk each
filed one report  covering one  transaction  late and Robert  Wussler filed four
reports late.


ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

         The following  table sets forth the annual and  long-term  compensation
for  services in all  capacities  for the year ended  December  31, 2001 paid to
Steven M. Saferin, President and Chief Executive Officer and a director, Kenneth
M. Przysiecki,  Sr. Vice President of Accounting and  Administration,  Secretary
and a director,  Robert R.  Kowalczyk,  Vice  President and General  Manager and
Charles W. Kline,  Vice President of Sales and Marketing,  (the "Named Executive
Officers").   No  other  executive  officer  received  annualized   compensation
exceeding $100,000 during the year ended December 31, 2001.



                                       6
<PAGE>

<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL    FISCAL                                               LONG-TERM COMPENSATION
    POSITION          YEAR(1)      ANNUAL COMPENSATION                             AWARDS

                                   SALARY      BONUS    OTHER ANNUAL  RESTRICTED  SECURITIES  LONG-TERM   ALL OTHER
                                                        COMPENSATION     STOCK    UNDERLYING  INCENTIVE  COMPENSATION
                                                          (2) AND (3)   AWARD(S)   OPTIONS/     PLAN         (4)
                                                                                     SARS      PAYOUTS

<S>                  <C>          <C>        <C>         <C>             <C>      <C>          <C>         <C>
Steven Saferin,       2001(5)      $373,515   $50,000         -            -          -           -         $5,250
President/CEO and     2000(5)      $339,025      -            -            -          -           -         $5,000
Director              1999(5)      $300,000      -       ($154,885)(6)     -          -           -         $5,029
                      1998(5)      $300,000      -        $114,885         -          -           -         $3,654


Kenneth M.            2001         $151,200    $1,000      $33,689         -        6,700         -         $4,536
Przysiecki, Sr. VP    2000         $144,583    $1,000      $22,986         -          -           -         $4,338
Acc'tng  & Admin;     1999         $136,000    $4,000      $29,084         -          -           -         $4,080
Officer, Secretary    1998         $102,000    $2,500      $37,106                                          $3,030
and Director


Robert R. Kowalczyk,  2001         $127,524   $21,000         -            -       10,763         -         $3,826
Vice President and    2000         $115,833    $7,000         -            -       12,300         -         $3,475
General Manager       1999         $104,000    $2,300         -            -         -            -         $3,120
                      1998         $ 69,238      -            -            -         -            -         $1,200


Charles W. Kline,     2001         $119,952   $21,000         -            -         -           -         $3,599
Vice President of     2000         $114,000   $28,776         -            -         -           -         $3,420
Sales and Marketing   1999         $108,000    $2,000         -            -         -           -           $540
                      1998         $ 29,077      -            -            -         -           -           -
</TABLE>

(1)      Fiscal year refers to the year ending May 31, 1998, 1999,  December
         31, 2000 or 2001 as the case may be, except as indicated below.

(2)      Represents revenue-based commissions accrued pursuant to employment
         agreements.  As of December 31, 2001, $6,356 of accrued commissions was
         owed to Mr.  Przysiecki.  Mr.  Saferin waived  commissions  owed to him
         under his  employment  agreement for the fiscal year ended December 31,
         2001.

(3)      Excludes prerequisites and other personal benefits,  securities and
         properties  otherwise  categorized as salary or bonuses  which,  in the
         aggregate,  did not exceed  the lesser of either  $50,000 or 10% of the
         total annual salary reported for such person.

(4)      Represents amounts contributed pursuant to our 401(k) Savings Plan.

(5)      Excludes amounts paid to Mr. Saferin's mother and the company owned
         by his  spouse.  Such  amounts  equaled  $122,833  for the  year  ended
         December 31, 2001 and aggregated $110,000 in each of fiscal years ended
         December 31, 2000, and May 31, 1999 and 1998.

(6)      Such amount reflects waived commissions previously owed to Mr. Saferin.


                                       7
<PAGE>

                          OPTION GRANTS IN FISCAL 2001

            The following table sets forth  information  regarding stock options
granted to the Named  Executive  Officers  during the fiscal year ended December
31, 2001. Options were granted pursuant to MDI Entertainment,  Inc.'s 1998 Stock
Option and Award Plan.

<TABLE>
<CAPTION>
                                                   Individual Grants                        Potential Realizable
.............................................................................................Value at Assumed
                                                                                            Annual Rates of
                                                   % of Total                               Stock
                               Number of           Options                                  Price Appreciation
                               Securities          Granted to      Exercise                 For Option Term
                               Underlying          Employees       Price        Expiration       5%           10%
Name                           Options Granted     In Fiscal Year  ($/Share)    Date            ($)           ($)
......................................................................................................................
<S>                              <C>               <C>            <C>           <C>          <C>          <C>
Steven M. Saferin                 25,000             6.33%         $1.32         11/18/11     $15,722      $39,844
Kenneth M. Przysiecki             50,000            12.66%          1.32         11/18/11      31,445       79,687
Robert R. Kowalczyk               30,000             7.59%          1.32         11/18/11      18,867       47,812
Charles W. Kline                  30,000             7.59%          1.32         11/18/11      18,867       47,812
</TABLE>

              AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL
                             YEAR-END OPTION VALUES

          The following  table sets forth  information  for the Named  Executive
Officers  with respect to the exercise of stock  options  during the fiscal year
ended December 31, 2001 and the year- end value of unexercised options.


<TABLE>
<CAPTION>
                                                                     Number of Shares
                                                                    Underlying Unexercised
                               Shares                            Options at December 31, 2001
                               Acquired
                               On                 Value
Name                           Exercise(#)        Realized     Exercisable     Uexercisable

--------------------------------------------------------------------------------------------
<S>                               <C>             <C>          <C>               <C>
Steven M. Saferin                       0         $     0       225,000           25,000
Kenneth M. Przysiecki              10,000           6,700        10,000           50,000
Robert R. Kowalczyk                10,000          10,763        10,000           30,000
Charles W. Kline                        0               0        13,333           30,000
</TABLE>



                                       8
<PAGE>

                              Value of Unexercised
                             In-The-Money Options at
                                December 31, 2001
                                     Dollars (1)

Name                             Exercisable             Unexercisable
-------------------------------------------------------------------------------

Steven M. Saferin                   $229,500               $25,500
Kenneth M. Przysiecki                 10,200                51,000
Robert R. Kowalczyk                   10,200                30,600
Charles W. Kline                      13,600                30,600

(1) Based on the average of the bid and asked price  of the Common  Stock on the
Over-the-Counter market on December 31, 2001 of $1.35 per share.

DIRECTOR COMPENSATION

         Upon election or  appointment  to the Board of Directors,  non-employee
directors are granted non-qualified options to purchase 150,000 shares of common
stock at the fair  market  value of the  common  stock on the date of grant.  In
September 1998, Mr. Wussler  received stock options outside of the Plan (defined
below) for  300,000  shares of common  stock at an  exercise  price of $0.37 per
share as compensation for his services as one of our outside directors.  Messrs.
Leavitt and Fineman each received stock options pursuant to the Plan for 150,000
shares of common stock at an exercise  price of $0.33 per share as  compensation
for their services as outside directors. Mr. Malloy received options to purchase
132,500  shares of common  stock at $1.38  per  share  pursuant  to the Plan and
options to purchase an  additional  17,500  shares of common  stock at $1.38 per
share  outside  of the  Plan as  compensation  for his  services  as an  outside
director.  In October,  2001, Mssrs. Wussler,  Fineman,  Leavitt and Malloy were
granted 100,000  additional options at $1.32 per share. On the same date, Mssrs.
Prsysiecki and Saferin were granted 50,000 and 25,000 options,  respectively. As
of December 31,  2001,  each  director  has been  granted the maximum  number of
shares  allowable under the Plan.  Beginning with the quarter ended December 31,
2001, each outside  independent  director  receives  additional  compensation of
$4,000 each quarter.

OPTION AND AWARD PLAN

         On September  22, 1998,  our Board of Directors  adopted our 1998 Stock
Option  and Award  Plan (the  "Plan").  The  stockholders  approved  the Plan on
February 9, 1999.  The Plan  provides  for the grant of stock awards and options
for up to  1,600,000  shares  of  common  stock  to those  employees,  officers,
directors,  consultants or other individuals or entities eligible under the Plan
to receive stock awards or options (each, a "Plan Participant").  Options may be
either  "incentive  stock  options"  within the  meaning  of Section  422 of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  or  non-qualified
options.  Incentive  stock options may be granted only to our  employees,  while
non-qualified options may be issued to non-employee  directors,  consultants and
others,  as  well as to our  employees.  Stock  awards  consist  of the  sale or
transfer  by us to a Plan  Participant  of one or more  shares of  common  stock
which,  unless  otherwise  determined  by the Board of  Directors  or  committee
administering  the Plan, are subject to transfer  restrictions  and our right to
repurchase if certain conditions  specified in the award are not satisfied prior
to the end of a restriction  period.  The Plan provides for automatic  grants of
non-qualified  stock options to purchase  150,000 shares of common stock to each
non-employee director upon his election or appointment to the Board of Directors
at the fair  market  value of the common  stock on the date of the  grant.  Such
options vest in equal  installments  over three years.  No Plan  Participant may
receive  more than an  aggregate  of 250,000  shares of common stock by grant of
options and/or stock awards during the term of the Plan.

         The Plan is  administered  by the  Board of  Directors  or a  committee
thereof (the "Plan Administrator"),  which determines, among other things, those
individuals  who receive  options or awards,  the time period  during  which the
options may be partially or fully exercised,  the terms of the restrictions,  if
any,  on  awards,  the  number of shares of common  stock  issued as an award or
issuable upon the exercise of each option and the option  exercise price and the
award and repurchase prices.

                                       9
<PAGE>

         The exercise  price per share of common  stock  subject to an incentive
option may not be less than the fair market  value per share of common  stock on
the date the option is granted. The per share exercise price of the common stock
subject to a non-qualified  option may be established by the Plan Administrator.
The  aggregate  fair  market  value  (determined  as of the date the  option  is
granted)  of common  stock for which any person may be granted  incentive  stock
options  which first  become  exercisable  in any  calendar  year may not exceed
$100,000.  No  person  who  owns,  directly  or  indirectly,  at the time of the
granting of an incentive  stock option to such person,  10% or more of the total
combined voting power of all our classes of stock (a "10% Stockholder") shall be
eligible to receive  any  incentive  stock  options  under the Plan,  unless the
exercise price is at least 110% of the fair market value of the shares of common
stock  subject to the  option,  determined  on the date of grant.  Non-qualified
options are not subject to such limitation.

         No stock option may be transferred by a Plan Participant  other than by
will or the laws of descent and distribution, and, during the lifetime of a Plan
Participant, the option will be exercisable only by the Plan Participant. In the
event of termination of employment  other than by death or disability,  the Plan
Participant  will have no more than three months after such  termination  during
which the Plan  Participant  shall be entitled to  exercise  the option,  unless
otherwise  determined by the Plan Administrator.  Upon termination of employment
of a Plan  Participant  by reason of death or  permanent  disability,  such Plan
Participant's  options remain  exercisable for one year thereafter to the extent
such options were exercisable on the date of such termination.

         Options  under the Plan must be issued  within 10 years from the Plan's
effective  date which is September 22, 1998.  Incentive  stock  options  granted
under the Plan,  cannot be exercised  more than 10 years from the date of grant.
Incentive  stock options  issued to a 10%  Stockholder  are limited to five-year
terms.  All  options  granted  under the Plan  provide  for the  payment  of the
exercise  price in cash or by delivery to us of shares of common  stock having a
fair market value equal to the exercise price of the options being exercised, or
by a combination of such methods.  Therefore,  a Plan Participant may be able to
tender shares of common stock to purchase  additional shares of common stock and
may theoretically  exercise all of such Plan Participant's stock options with no
investment.

         As of March 4, 2002 we have issued options to purchase 1,595,000 shares
of common stock under the Plan, which includes grants to (1) the Chief Executive
Officer and  President for options to purchase  250,000  shares of common stock,
(2) other  executive  officers for options to purchase  215,000 shares of common
stock, (3) employees for options to purchase 297,500 shares of common stock, and
(4) four outside  directors for options to purchase a total of 832,500 shares of
common  stock.  As of such date,  options to purchase  317,500  shares of common
stock have been issued to two directors outside of the Plan. As of March 4, 2002
options to  purchase  300,000  shares  were  exercised  pursuant to the Plan and
292,097  shares of common stock were issued to the  participants  as a result of
exercising their options. The difference between the number of shares issued and
the number of options  exercised was attributable to the "cashless"  exercise of
options by participants.

         Any  unexercised   options  that  expire  or  that  terminate  upon  an
employee's  ceasing to be employed  by us become  available  again for  issuance
under the Plan. As of March 4, 2002 there are 14,200 such shares available.

401(K) SAVINGS PLAN

         In fiscal 1996, we adopted a 401(k)  savings plan whereby  participants
can elect to defer up to a specified  maximum of their  compensation and we will
match their  contribution up to 3% of the employee's  base salary.  For the year
ended  December  31,  2001 we  contributed  $29,500 to the plan and for the year
ended December 31, 2000 we contributed $21,800 to the plan.

                                       10
<PAGE>

EMPLOYMENT AGREEMENTS

STEVEN M. SAFERIN

         Our subsidiary, MDIP, has entered into an employment agreement with Mr.
Saferin, guaranteed by us, which expires on the later of August 8, 2002 or three
years  from  the  date we  first  file a  registration  statement  with  the SEC
registering all of the shares of common or preferred stock owned by Mr. Saferin,
and our shares are being  traded on the New York Stock  Exchange,  the  American
Stock Exchange or the NASDAQ Stock Market.  See  "Description  of  Business-Risk
Factors-Dependence on Key Executive." Pursuant to his employment agreement,  Mr.
Saferin receives an annual base salary of $300,000,  which may be increased each
year in an amount between 5% and 10% of the salary of the immediately  preceding
year. In addition,  Mr.  Saferin is entitled to a bonus equal to 2% of the gross
revenues, up to a maximum amount of $335,000 over the term of the agreement. Mr.
Saferin has waived his bonus under this  agreement for the years ended  December
31, 2000 and December 31, 1999. The  employment  agreement is terminable by MDIP
for "good cause" and by Mr.  Saferin for "good  reason" upon the  occurrence  of
certain  events.  In the event that MDIP  terminates  Mr.  Saferin's  employment
without "good cause" or Mr. Saferin resigns for "good reason," MDIP shall pay an
amount equal to the present  value sum of the salary fixed at the salary rate on
the date of  termination  or  resignation  which Mr. Saferin would have received
through  August 7, 2002 had his employment  not been  terminated.  The agreement
does not contain any terms  regarding  non-competition  after the termination of
Mr. Saferin's employment.

KENNETH M. PRZYSIECKI

         MDIP, Mr. Saferin and we have entered into an employment agreement with
Mr. Przysiecki, as amended, renewable yearly on October 1 of each year. Pursuant
to his employment  agreement,  Mr. Przysiecki  receives an annual base salary of
$157,200.  Mr.  Przysiecki  is  entitled  to a bonus equal to 0.25% of all trade
revenue.  Mr.  Przysiecki's  employment  may be terminated by him or MDIP at any
time upon sixty days' prior written notice. However, if employment is terminated
by MDIP upon notice, merger, or because of Mr. Przysiecki's death or disability,
Mr.  Przysiecki  is entitled to  severance  pay equal to one year of his current
base salary.  The employment  agreement  provides that Mr.  Przysiecki  will not
compete with MDIP in North America for eighteen  months after the termination of
his  employment.  A state  court,  however,  may  determine  not to enforce such
non-compete clause as against public policy.


                                       11
<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 6,
2002,  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 our
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.

<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES
NAME OF BENEFICIAL OWNER (1)                    BENEFICIALLY OWNED             PERCENT OF CLASS (2)
------------------------                        ------------------             ----------------

<S>                                                 <C>                             <C>
Steven M. Saferin                                   4,020,169(3)                    33.57%

Kenneth M. Przysiecki                                 240,600                        2.05%

Charles Kline                                          21,725(4)                      .18%

Robert R. Kowalczyk                                    30,000                         .26%

Robert J Wussler                                      307,650                        2.62%

Todd P. Leavitt                                       147,767(5)                     1.25%

S. David Fineman                                      160,200(6)                     1.36%

William G. Malloy                                     118,584(7)                     1.00%

International Capital Partners, LLC                 1,159,174                        9.86%

Scientific Games, Corp.                               708,333                        6.03%

eLot, Inc.                                          1,000,000(8)                     8.13%

Venture Partners Capital, LLC                       1,253,448(9)                     9.64%

Evelyn P. Yensen                                       10,000                         .09%

All directors and executive officers                5,056,695                       41.43%
as a group (9 persons)
</TABLE>

(1)      The address  for Messrs.  Saferin,  Przysiecki,  Kline,  Kowalczyk,
         Leavitt,  Fineman,  Malloy,  and Ms.  Yensen 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, Corp. 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
         Amendment No 1 to the Form 10-KSB.

                                       12
<PAGE>

(3)      Includes  225,000  shares of common  stock,  which are  subject to
         currently exercisable options.

(4)      Includes  13,333  shares of common  stock  which  are  subject  to
         currently  exercisable  options and 1,725  shares of common  stock held
         jointly with his spouse.

(5)      Includes 42,667 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.

(6)      Includes  50,000  shares  of  common  stock  that are  subject  to
         currently exercisable options.

(7)      Includes  105,834  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.

(8)      Includes  555,556 shares of common stock issuable upon the exercise
         of warrants.

(9)      Represents  1,203,448  shares of common  stock  issuable  upon the
         exercise of warrants and 50,000  shares of common stock held by Venture
         Partners, LTD, an affiliate of Venture Partners Capital, LLC.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Many of the following  transactions occurred before, or as a result of,
the reverse mergers of MDIP and MDIM with and into us in August 1997.

         Since August 1994, our subsidiary, MDIP, has retained 1010 Productions,
Inc.  ("1010")  to  consult  in the  areas of trade  show  activities,  software
development,  systems design, purchasing and product fulfillment.  The president
and sole  shareholder of 1010 is Linda  Kesterson  Saferin,  spouse of Steven M.
Saferin,  and former  employee,  officer and director of MDIP. 1010 is currently
paid $10,000 per month plus  expenses and has been retained  until  December 31,
2003 pursuant to its current consulting agreement with us.

         A family member of our President and Chief Executive Officer was paid a
total of $43,308 and $27,965  for the years  ended  December  31, 2001 and 2000,
respectively for consulting services rendered to us on a "per hour" basis.

         In September  2001, we began leasing a house owned by our President and
Chief  Executive  Officer.  The  facility  is used by our  sales  and  marketing
personnel  when  attending  meetings  at  our  headquarters  in  Hartford.   The
month-to-month  lease provides for a monthly  rental of $2,500.  Total rent paid
under this agreement for 2001 amounted to $10,000.

         As a result of the reverse mergers of MDIP and MDIM with and into us in
August  1997,  we executed a  promissory  note to  Agostino  T.  Galluzzo in the
principal amount of $27,000.  The note has an annual interest rate of 10% (which
started  on  December  7,  1997) and will be paid in  thirty-six  equal  monthly
installments  (beginning  September 1998). The final payment on this note was in
late  2001.  Mr.  Galluzzo  was a  minority  stockholder  of MDIP and  MDIM.  In
addition,  Mr.  Galluzzo  received  433,876  shares of our common  stock in such
mergers.

         Fineman  & Bach,  P.C.,  a  Philadelphia,  PA law  firm  that S.  David
Fineman, one of our directors,  is associated with, from time to time does legal
work for us.  Fineman & Bach was paid  $90,200  and  $15,000 for the years ended
December 31, 2001 and 2000, respectively.

         Tulip Media Ltd., a Los  Angeles,  CA  entertainment  company that Todd
Leavitt,  one of our directors,  is associated with, from time to time does work
in the  entertainment  field for us. Tulip Media was paid $8,400 and $ 0 for the
years ended December 31, 2001 and 2000, respectively.

                                       13
<PAGE>

         In October  1999,  William G.  Malloy was  invited to join our Board of
Directors.  Mr. Malloy was President and Chief  Executive  Officer of Scientific
Games  Corporation  which  executed a strategic  alliance with us. In connection
with  such  alliance,   Scientific   Games  purchased  a  $750,000   convertible
subordinated  debenture  from us. In  addition,  Steven M.  Saferin sold 333,333
shares of common stock held by him to Scientific Games, Inc. Scientific Games is
in the process of acquiring us.  Scientific Games, Inc. was acquired by Autotote
Corporation  on September  7, 2000.  Mr.  Malloy is  currently a  consultant  to
Scientific Games,  Inc. On February 25, 2002, we signed a non-binding  letter of
intent to merge with  Scientific  Games  Corporation.  Negotiations  are ongoing
regarding  a possible  transaction.  Mr.  Malloy has recused  himself  from that
portion of Board activities related to the negotiations with Scientific Games.

         On January 19, 2000,  Steven  Saferin  exchanged a portion of his stock
for a note held by a third  party and made by us with a remaining  principal  of
$316,038.  The note  bears  interest  at 8% per annum and is  payable in monthly
installments  of $14,300.  There was a remaining  balance of $14,199  owed as of
December 31, 2001.

         On May  31,  2000,  Steven  Saferin  loaned  the  President  and  Chief
Executive  Officer of The Lottery  Channel,  Inc.  $108,000  personally  for the
operational  needs of The Lottery  Channel and to  facilitate  the then proposed
merger.  Mr.  Saferin  received a promissory  note  bearing  interest of 11% per
annum. This note was forgiven as part of the settlement with The Lottery Channel
in which The Lottery  Channel and MDI dismissed their claims against each other.
Mr.  Saferin and Mr. Ach dismissed  their claims  against one another also.  Mr.
Saferin has not been reimbursed for the $108,000.

         On September 1, 2000,  Steven Saferin loaned us $260,000 and received a
note  payable  on  demand,  bearing  interest  at a rate  of 10% per  annum.  On
September 8, 2000, as part of a loan  transaction,  the note was replaced with a
note secured by  substantially  all of our assets,  payable on January 31, 2001,
which  bears  interest  at a rate of 10% per annum.  The terms of this note have
been extended into 2002.

         From  October 14, 2000 to August 6, 2001,  Jonathan D. Betts  served as
the Company's  Executive Vice President of Finance.  Mr. Betts is a principal of
Venture  Partners,  Ltd., a firm that has provided  financial  consulting to the
Company.  During 2001 we paid  Venture  Partners  $149,700 in  consulting  fees.
During the same period in 2000  Venture  Partners,  Ltd.  was paid  $210,000 and
received  warrants to purchase  807,000  shares of our common  stock at exercise
price of $.88 per share.

         Steven M. Saferin is entitled to a commission  equal to 2% of our gross
revenue,  pursuant to his employment agreement.  Mr. Saferin waived the right to
approximately  $293,200 and $99,500 of commissions  for the years ended December
31 2001 and 2000, respectively.

         On June 1, 1998, Steven M. Saferin guaranteed our $500,000  performance
bond  provided to the  Wisconsin  lottery.  This bond was reduced to $400,000 in
late 2001.

         On March 20, 2001 Steven M. Saferin guaranteed our $742,800 performance
bond provided to the California lottery.




                                       14
<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>
<CAPTION>

         SIGNATURE                                       TITLE                             DATE
  <C>                                     <S>                                            <C>
   /s/STEVEN M. SAFERIN                    President, Chief Executive Officer and        April 30, 2002
    ---------------------                    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>
<CAPTION>

                 SIGNATURE                                       TITLE                     DATE

  <C>                                     <S>                                            <C>
   /s/STEVEN M. SAFERIN                    President, Chief Executive Officer and        April 30, 2002
   --------------------                      Director (Principal Executive Officer)
     Steven M. Saferin


   /s/KENNETH M. PRZYSIECKI                Sr. Vice President Accounting and             April 30, 2002
   ------------------------                  Administration, Secretary  and Director
     Kenneth M. Przysiecki                   (Principal Financial Officer)


   /s/ROBERT J. WUSSLER                    Director                                      April 30, 2002
   ----------------------
     Robert J. Wussler

   /s/TODD P. LEAVITT                      Director                                      April 30, 2002
   -----------------------
     Todd P. Leavitt

   /s/S. DAVID FINEMAN                     Director                                      April 30, 2002
   -----------------------
     David Fineman

   /s/ WILLIAM G. MALLOY                   Director                                      April 30, 2002
   ----------------------
     Willaim G. Malloy


</TABLE>

                                       15