Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d-102)

INFORMATION STATEMENTS PURSUANT TO RULE 13d-1 and 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

MDI, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

552705105

(CUSIP Number)

NOVEMBER 30, 2006

(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Continued on following pages)

(Page 1of 5 Pages)

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crestview Capital Master, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 1,646,330 (See Item 4)
			6.	SHARED VOTING POWER (See Item 4)
			7.	SOLE DISPOSITIVE POWER 1,646,330 (See Item 4)
			8.	SHARED DISPOSITIVE POWER (See Item 4)
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7.3%
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3%
12.		TYPE OF REPORTING PERSON: PN

Item 1(a).	Name of Issuer.
	MDI, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer’s Principal Executive Offices.
	9725 Datapoint Drive San Antonio, Texas 78229

Item 2(a).	Name of Person Filing.
	Crestview Capital Master, LLC (the “Reporting Person”)

Item 2(b).	Address of Principal Business Office, or if none, Residence.
	95 Revere Drive, Suite A Northbrook, Illinois 60062

Item 2(c).	Citizenship. Delaware

Item 2(d).	Title of Class of Securities.
	Common Stock. $0.01 par value (“Common Stock”)

Item 2(e).	CUSIP Number.

552705105

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Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
	Not applicable.

Item 4.	Ownership.

Item 4 is hereby amended and supplemented by the following information:

The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference.

During the month of November 2006, the Reporting Person sold an aggregate of 228,670 shares of Common Stock in a number of unrelated, open-market transactions. The 228,670 shares of Common Stock sold by the Reporting Person is approximately 1.01 % of the issued and outstanding shares of Common Stock of the Issuer.

As of the date hereof, the Reporting Person beneficially owns 1,646,330 shares of Common Stock or 7.3% of the issued and outstanding Common Stock, based on 22,620,110 issued and outstanding shares of Common Stock (as reported in the Issuer’s Form 10-QSB for the period ended September 30, 2006 which was filed on November 14, 2006 with the Securities and Exchange Commission). In addition, the Reporting Person owns:

(a)

a Common Stock purchase warrant to purchase up to 750,000 shares of Common Stock with an exercise price of $1.02 and a term of five years which the Reporting Person acquired from the Issuer on May 23, 2006 (the “Warrant”). The Warrant contains a contractual provision blocking its exercise when the Reporting Person owns more than 4.99% of the issued and outstanding Common Stock, subject to a waiver on prior notice of not less than 61 calendar days (the “4.99% Blocker”). Based on the Reporting Person’s 7.3% ownership, the Warrant is not currently exercisable and the shares underlying the Warrant have not been included in the calculations herein of the Reporting Person’s beneficial ownership or the Issuer’s issued and outstanding Common Stock; and

(b)

a Common Stock purchase warrant to purchase up to 500,000 shares of Common Stock with an exercise price of $3.14 and a term of five years which the Reporting Person acquired from the Issuer on August 8, 2005 (the “2005 Warrant”). The 2005 Warrant contains the 4.99% Blocker. Based on the Reporting Person’s 7.3% ownership, the 2005 Warrant is not currently exercisable and the shares underlying the 2005 Warrant have not been included in the calculations herein of the Reporting Person’s beneficial ownership or the Issuer’s issued and outstanding Common Stock.

Crestview Capital Partners, LLC controls Crestview Capital Master, LLC. The power to vote or dispose of the shares beneficially owned by Crestview Capital Master, LLC is shared by Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom disclaim beneficial ownership of the shares of Common Stock beneficially owned by Crestview Capital Master, LLC. For purposes of this statement, the Reporting Person is reporting that:

(i)	The aggregate amount of Common Stock beneficially owned by the Reporting Person is 1,646,330 shares.

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(ii)	The aggregate percentage of the Common Stock beneficially owned by the Reporting Person is approximately 7.3%.

(iii)

The aggregate number of shares of Common Stock which the Reporting Person has sole power to vote or direct the vote of is 1,646,330.

(iv)	The aggregate number of shares of Common Stock which the Reporting Person has sole power to dispose or to direct the disposition of is 1,646,330.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.

Item 8.	Identification and Classification of Members of the Group.
	Not applicable.

Item 9.	Notice of Dissolution of Group.
	Not applicable.

Item 10.	Certification.
	By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Date: December 18, 2006

	CRESTVIEW CAPITAL MASTER, LLC

	By: Crestview Capital Partners, LLC, its sole Manager

	By:	/s/ Daniel Warsh
		Name: Daniel Warsh
		Title: Member