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)
                                  August 12, 2002
                             MDI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                      0-24919                   73-1515699
(State or Other Jurisdiction  (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                     Identification No.)

                                 201 Ann Street
                           Hartford, Connecticut 06103

                         (Address of principal executive
                           offices including zip code)

                                 (860) 527-5359

                         (Registrant's telephone number,
                              including area code)


                                      N.A.
          (Former name or former address, if changed since last report)






This Form 8-K  contains  forward-looking  statements.  Such  statements  involve
various  risks that may cause  actual  results to differ  materially  from those
expressed  in such forward  looking  statements.  These risks and  uncertainties
include risks  detailed from time to time in MDI  Entertainment,  Inc.'s filings
with the Securities and Exchange Commission including, but not limited to, those
described in the Form 10-KSB filed March 19, 2002 and  Amendments,  Nos. 1 and 2
to Form 10-KSB filed April 30, 2002 and May 9, 2002, respectively.

ITEM 4.  CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANTS.

          On  August  12,  2002,  we  determined  to engage  Scillia,  Dowling &
Natarelli,  LLC to serve as our  independent  accountants in order to review our
10-QSB  for  June  30,  2002,  but are  still  in the  process  of  interviewing
accounting firms to be our independent  auditors,  including Scillia,  Dowling &
Natarelli, LLC. This determination was approved by our Board of Directors, based
on the recommendation of our Audit Committee.

          During our  fiscal  years  ended  December  31,  2001 and 2000 and the
subsequent  interim  period  through  March 31,  2002,  we did not consult  with
Scillia,  Dowling & Natarelli,  LLC  regarding  any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-B.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial statements of businesses acquired.  Not applicable.

(b)      Pro forma financial information.  Not applicable.

(c)      Exhibits. Not applicable.






 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
     amended,  the  registrant  has duly  caused this report to be signed on its
     behalf by the undersigned hereunto duly authorized.

                                                 MDI ENTERTAINMENT, INC.
                                                (Registrant)


     Dated   August 12, 2002                     By:   /s/ Kenneth M. Przysiecki
             ---------------                           -------------------------
                                                           Kenneth M. Przysiecki
         Vice President of Accounting and Administration, Secretary and Director
                                                   (Principal Financial Officer)