<PAGE>






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For Period Ended June 30, 2002

                        Commission File Number 333-76427


                             MDI Technologies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                   84-1165714
                  --------                                   ----------
          (State of Incorporation)                    (IRS Employer ID Number)

          940 West Port Plaza, #100                      St.Louis, MO. 63146
          -------------------------                      -------------------
  (Address of Principle Executive Offices)              (city) (state) (zip)

                                 (314) 439-6400
              (Registrant's telephone number, including area code)

  Indicate by check mark whether the registrant (1) has filed all reports to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 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  XX    No
                                         ----      ----

Transitional Small Business Disclosure format (check one): Yes        No  XX
                                                               ----      ----

The number of shares outstanding of the Registrant's $.001 par value common
stock on June 30,2002 was 11,997,368 shares.


<PAGE>


                             MDI TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                        PAGE
                                                                        ----
<S>                                                                  <C>

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements                                      3-8

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                      9-12


PART II. OTHER INFORMATION                                              13-14
</Table>




                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                      MDI Technologies, Inc. and Subsidiary
                           Consolidated Balance Sheets

<Table>
<Caption>
                                                      (Unaudited)
                                                     June 30, 2002    December 31,2001
                                                     ------------     ----------------
<S>                                                  <C>               <C>

ASSETS

CURRENT ASSETS

Cash                                                      204,424              71,403

Accounts receivable, net                                  581,515             513,594
Prepaid expenses                                           84,657              50,564
                                                     ------------      --------------
     Total Current Assets                                 870,596             635,561


PROPERTY AND EQUIPMENT, at cost                           975,440             866,467
    Less Accumulated depreciation                        (510,643)           (446,184)
                                                     ------------      --------------
     Total Equipment, net                                 464,797             420,283

OTHER ASSET
Rent deposit                                               21,539              21,539
                                                     ------------      --------------
     TOTAL ASSETS                                       1,356,932           1,077,383
                                                     ============      ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable                                             470,000             494,000
Current portion of long term debt and
 capitalized lease obligations                             63,176              75,333
Accounts payable and accrued expenses                     643,676             733,362
                                                     ------------      --------------
         Total Current Liabilities                      1,176,852           1,302,695


NON-CURRENT LIABILITIES
Long term debt and capitalized lease obligations           75,951             106,404


STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value of $.001 per share,
 50,000,000 shares authorized, 11,997,368
 at June 30,2002 and 11,701,368 shares at
 December 31, 2001 issued and outstanding                  11,997              11,701
Additional paid-in capital                              4,691,710           4,743,258
Accumulated deficit                                    (4,599,578)         (5,086,675)
                                                     ------------      --------------
                                                          104,129            (331,716)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              1,356,932           1,077,383
                                                     ============      ==============
</Table>


     The accompanying notes are an integral part of the financial statements




                                       3
<PAGE>


                      MDI TECHNOLOGIES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<Table>
<Caption>
                                           FOR THE THREE MONTHS ENDED           FOR THE SIX MONTHS ENDED
                                                    JUNE 30,                            JUNE 30,
                                             2002              2001              2002              2001
                                         ------------      ------------      ------------      ------------
<S>                                      <C>               <C>               <C>               <C>

REVENUES
  Recurring Revenues                        1,032,828           675,255         1,992,618         1,244,411
  Shrink Wrap Sales                           513,857           461,475           955,689         1,020,864
  Training Fees                                32,483            65,323           154,823           124,914
                                         ------------      ------------      ------------      ------------
     Total Revenue                          1,579,168         1,202,053         3,103,130         2,390,189

OPERATING EXPENSES
  Operations and technical support            372,480           357,738           745,747           665,806
  Sales and marketing                         338,254           366,057           699,334           901,097
  Engineering                                 132,488           136,152           260,745           281,513
  General and administrative                  471,202           385,117           883,238           795,228
                                         ------------      ------------      ------------      ------------

     Total Operating Expenses               1,314,424         1,245,064         2,589,064         2,643,644
                                                           ------------      ------------      ------------

OPERATING INCOME (LOSS)                       264,744           (43,011)          514,066          (253,455)

OTHER INCOME (EXPENSE)

  Interest expense                            (13,101)          (11,839)          (27,360)          (24,530)
  Interest income                                 174                26               391             1,506
                                                           ------------      ------------      ------------

                                              (12,927)          (11,813)          (26,969)          (23,024)
                                         ------------      ------------      ------------      ------------

NET INCOME (LOSS)                             251,817           (54,824)          487,097          (276,479)
                                         ============      ============      ============      ============

NET LOSS PER SHARE-BASIC AND DILUTED                              (0.01)                              (0.03)
NET INCOME PER SHARE-BASIC                        .02                                0.04
NET INCOME PER SHARE-DILUTED                      .02                                0.04
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES ISSUED AND OUTSTANDING-
  BASIC                                    11,978,866         9,715,562        12,096,639         9,212,352
  DILUTED                                  12,189,595         9,715,562        12,274,487         9,212,352
</Table>


     The accompanying notes are an integral part of the financial statements



                                       4
<PAGE>


                      MDI TECHNOLOGIES, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)

<Table>
<Caption>
                                            COMMON STOCK              ADDITIONAL                           TOTAL
                                                                        PAID-IN       ACCUMULATED      STOCKHOLDERS'
                                        Shares          Amount          CAPITAL         DEFICIT      EQUITY(DEFICIT)
                                     ------------    ------------    ------------    ------------    ---------------
<S>                                  <C>             <C>             <C>             <C>             <C>

Balance, December 31, 2001             11,701,368          11,701       4,743,258      (5,086,675)       (331,716)

Purchase and Retirement of
  Treasury Stock                         (149,000)           (149)        (51,103)                        (51,252)

Additional Private Placement
   Offering Costs                         110,000             110            (110)

Additional Shares Issued Arising
  From Prior Year's Warrant               335,000             335            (335)
    Sale

Net Income                                                                                487,097         487,097
                                     ------------    ------------    ------------    ------------    ------------
Balance, June 30, 2002                 11,997,368          11,997       4,691,710      (4,599,578)        104,129
                                     ============    ============    ============    ============    ============
</Table>


    The accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>


                      MDI Technologies Inc. and Subsidiary
                            Statements of Cash Flows
                                   (Unaudited)

<Table>
<Caption>
                                                         FOR SIX MONTHS ENDED JUNE 30,
                                                             2002            2001
                                                         ------------    ------------
<S>                                                      <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                             487,097        (276,479)

Adjustments to reconcile net income (loss) to net
 cash provided by (used in)
  operating activities:
    Depreciation and amortization                              64,459          88,624
    Change in assets and liabilities:
      (Increase) in accounts receivable                       (67,920)       (184,661)
       Increase in prepaid expenses and other assets          (34,093)        (11,245)
       Increase (decrease) in accounts payable and
        accrued liabilities                                   (89,687)        158,233
                                                         ------------    ------------
Net cash provided by (used in) operating activities           359,856        (225,528)


CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment                                     (108,973)         (7,155)

                                                         ------------    ------------
Net cash used in investing activities                        (108,973)         (7,155)

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on long-term debt and capital leases              (66,610)        (66,760)
   Proceeds from loans from officers                               --         265,000
   Repayments of loans from officers                          (35,854)
   Purchase and retirement of common stock                    (51,252)             --
   Proceeds from issuance of warrants                              --          52,000
                                                         ------------    ------------
Net cash (used in) provided by financing activities          (117,862)        214,386

NET INCREASE (DECREASE) IN CASH                               133,021         (18,297)

CASH - BEGINNING OF PERIOD                                     71,403          35,357
                                                         ------------    ------------

CASH - END OF PERIOD                                          204,424          17,060
                                                         ============    ============

Non-Cash Investing and Financing Activities:
 Purchase of Equipment From capital Lease Financing                --         149,980
                                                         ============    ============
</Table>


    The accompanying notes are an integral part of the financial statements.


                                       6
<PAGE>


                      MDI Technologies, Inc. and Subsidiary
                          Notes To Financial Statements

1. INTERIM FINANCIAL INFORMATION-BASIS OF PRESENTATION

These statements reflect all adjustments, consisting of normal recurring
adjustments, which in the opinion of management are necessary for fair
presentation of the information contained therein. The Company follows the same
accounting policies in preparation of interim reports.

The accompanying unaudited interim consolidated financial statements of MDI
Technologies, Inc. (formerly Panoramic Care Systems, Inc.) and its wholly owned
subsidiary Management Data, Inc., d/b/a MDI Technologies (collectively the
"Company") as of June 30, 2002 and December 31, 2001 and for the three and six
months ended June 30, 2002 and 2001 have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to form 10-QSB and
Article 10of Regulation S-X under the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the Company's management, all adjustments (consisting of only
normal recurring adjustments) considered necessary to present fairly the
financial statements have been made. The statement of operations for the three
and six months ended June 30, 2002 and 2001 are not necessarily indicative of
the results that may be expected for the entire year.

These statements should be read in conjunction with the financial statements and
related notes thereto included in our Annual Report on Form 10-KSB for the year
ended December 31, 2001.


2. REVENUE RECOGNITION

The Company's revenue is derived from the licensing of computer software and
from service revenues consisting of ASP (Application Service Provider) data
hosting, maintenance and support of systems, training and consulting. License
fees are recognized when the license agreement has been signed, the software has
been shipped, the fees are fixed and determinable and collection is probable.
Revenue from the ASP, software maintenance and support is recognized ratably
over the contract period, these items are billed monthly at the time the
service/support is due from the customer for the current month's service and is
due 30 days from billing. The Company establishes a reserve for collectability
of that maintenance and support receivable. All costs associated with licensing,
ASP services, support and update services, training and consulting services are
expensed as incurred.

3. NEW BORROWINGS

Loans From Officers- Demand, non-interest bearing loans were made by
officers/shareholders of the Company amounting to $265,000 during the six month
period ending June 30,2001.

This amount, plus $85,000 previously loaned, was exchanged for 1,458,333 shares
of the Company's common stock in September 2001.

In June 2001 the Company entered into a capital lease financing agreement for
office and computer equipment. The lease payments amount to $4,166 per month for
36 consecutive months commencing June 2001.

The Company's bank loan, amounting to $470,000 at June 30, 2002, was renewed to
April 16, 2003 with terms calling for principal payments of $9,000 per month and
interest at 4.75% per anum.


                                       7
<PAGE>


4. NET INCOME (LOSS) PER SHARE

Basic earnings (loss) per share are calculated by dividing the net income/loss
by the weighted average common shares outstanding during the period. For
purposes of computing diluted earnings per share, dilutive securities are not
included when the effect is antidilutive.

Options to employees, directors and consultants to purchase 751,583 shares of
common stock and warrants to purchase 1,239,540 shares of common stock were
outstanding as of June 30, 2002. Options to employees, directors and consultants
for 210,729 and 177,848 shares were included in the calculation of diluted
earnings per share for the three and six months ended June 30, 2002, while
warrants for 286,520 shares were included in both the basic and diluted earnings
per share calculation for the six months ending June 30, 2002.

Options to employees and directors to purchase 532,833 shares and warrants to
purchase 1,701,764 shares of common stock were not included in the computation
of diluted earnings per share because their effect was anti-dilutive for the
three months and six months ending June 30, 2001,


                                       8
<PAGE>


                           FORWARD-LOOKING STATEMENTS

Statements made in this Form 10-QSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 ("The Act") and Section 21E of the
Securities Act of 1934. These statements often can be identified by the use of
terms such as "may","will"."expect","believes","anticipate",
"estimate","approximate", or "continue", or the negative thereof. The Company
intends that such forward-looking statements be subject to the safe harbors for
such statements. The Company wishes to caution readers not to place undue
reliance on any such forward looking statements, which speak only as of the date
made. Any forward looking statements represent management's best judgment as to
what may occur in the future. However, forward looking statements are subject to
risks, uncertainties, and important factors beyond the control of the Company
that could cause actual results and events to differ materially from historical
results of operations and events and those presently anticipated or projected.
These factors include adverse economic conditions, entry of new and stronger
competitors, inadequate capital, unexpected costs and failure to capitalize upon
access to new markets. You should understand that various factors, in addition
to those discussed elsewhere in this document, could affect the future results
of the Company and could cause results to differ materially from those expressed
in such forward-looking statements. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statement or to reflect the occurrence of
anticipated or unanticipated events.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The Company is continuing to expand its market share of long term care
facilities customers and the transition to an Application Service Provider (ASP)
model for delivering the accounting and clinical software used by these
customers. The facilities under contract currently exceed 950 in number, of
which 112 are using the ASP services.

Our limited operating history in the development and delivery of software over
the Internet makes it difficult to predict revenues and operating results. Our
prospects should be considered in light of the risks and difficulties
encountered by the transitioning its revenue to that of a recurring revenue
model through the delivery of its applications over the Internet. The Company is
dependent on the continued rollout of broadband telecommunication services to
rural and metropolitan areas in order to successfully implement this strategy.

In April 2001 the Company released a new version of its "On-Line Advantage"
software programmed in Access 2000, featuring a 32-bit format. This improvement
enables the Company to support SQL Server as the preferred database. SQL Server
support will provide larger databases, larger numbers of concurrent users, and
enterprise reporting. Additionally, the new Access 2000 format will provide
clients improved processing speed, greater export capabilities, increased report
options, web-enabled features for information sharing and the ability to run the
software with minimal hardware requirements.

The Company has positioned itself as a primary resource in the long-term care
industry in complying with regulatory legislation. The current legislation being
addressed is the Health Insurance Portability and Accountability Act of 1996
(HIPAA); compliance as such is required in 2003. The Company has been planning
and changing software to ensure programs accommodate the laws requirements,

 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE
                        THREE MONTHS ENDED JUNE 30, 2001

Total revenues for the three months ended June 30,2002 increased to $1,579,000
from $1,202,000 at June 30, 2001. This increase of $377,000 (31%) was primarily
comprised of increased recurring revenues of $358,000 (53%) from support and ASP
services which is a result of having more software sites installed from the
previous period. There was also an increase in "shrink wrap" sales of $52,000
(11%) from the


                                       9
<PAGE>


previous period, which is in line with the Company's ASP direction of service.
Training fee revenue decreased $33,000 during the period due to less on-site
training and more utilization of MDI's training facilities.

Operations and technical support expense increased to $372,000 from $358,000
from June 30, 2002 to June 30, 2001. This increase of $14,000 (4%) is comprised
of increased payroll related costs due to pay increases and an increase of one
staff position.

Sales and Marketing expenses for the three months ended June 30, 2002 decreased
to $338,000 from $366,000 for the three months ended June 30, 2001. This
decrease of $28,000 (8%) is due to commission increases of $41,000 to sales
personnel for higher sales volume, a $40,000 decrease in advertising and
marketing costs, reseller usage cost decrease of $23,000 and a $6,000 decrease
in telephone and internet usage.

Engineering expense for the three months ended June 30, 2002 decreased to
$132,000 from $136,000 for the three months ended June 30, 2001. This decrease
of $4,000 (3%) was primarily due to an increase in payroll and payroll related
costs of $7,000 resulting from the addition of one staff person and an $11,000
decrease in supply, communications and travel costs.


General and administrative costs for the three months ended June 30,2002
increased to $471,000 from $385,000 for the three months ended June 30, 2001.
This increase of $86,000 (22%) was due primarily to payroll increases of
$143,000,increase in insurance costs of $27,000 and decreases in legal and
consulting fees of $84,000. The payroll increase was due to an officer receiving
back pay this three months ended June 30, 2002 after foregoing pay the three
months ended June 30, 2001,two additional staff positions being filled and the
payroll taxes incurred on the above items, Insurance expense increased due to
higher costs in liability insurance and Director's and Officer's coverages.
Reduced usage of attorney's and consultants and less travel accounted for
decreases in these categories.

Interest expense increased $1,262 due to additional capital lease borrowing in
March 2002,

The net income of $252,000 for the three months ended June 30,2002 compared to a
net loss of ($55,000) for the three months ended June 30,2001, an increase of
$307,000, is the result of increased revenues of $377,000 in addition to
decreased Sales and Marketing costs of $28,000, decreased Engineering expense of
$4,000, increased Operations and Technical Support costs of $14,000 increased
General and Administrative costs of $86,000 and increased interest expense of
$2,000.

  RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX
                            MONTHS ENDED JUNE 30,2002

Net revenues for the six months ended June 30, 2002 increased to $3,103,000 from
$2,390,000 at June 30,2001. This increase of $713,000 (30%) resulted from
increases in recurring revenues of $748,000 and training fees of $30,000 and a
decrease in shrink-wrap revenue of $65,000.

Operations and technical support expense increased to $746,000 from $666,000 for
the six months ended June 30, 2002 compared to the six months ended June 30,
2001. This increase of $80,000 (12%) is comprised of increases in payroll
related items of $27,000 for first quarter 2002 bonuses, hardware and software
upgrades of $29,000, ASP expansion costs of $44,000 and $20,000 of decreased
other costs.

Sales and Marketing expense decreased to $699,000 from $901,000 for the six
months ended June 30, 2002 compared to the six months ended June 30, 2001. This
decrease of $202,000 (22%) is comprised of $32,000 reduced travel costs, $14,000
in reduced re-seller fees, and $156,000 in reduced advertising and marketing
costs.

Engineering expense decreased to $261,000 from $282,000 for the six months ended
June 30, 2002 compared to the six months ended June 30, 2001. This decrease of
$21,000 (7%) was the result of decreased use of outside consultants and reduced
travel expense.


                                       10
<PAGE>


General and Administrative expense increased to $883,000 from $795,000 for the
six months ended June 30,2002 as compared to the six months ended June 30, 2001.
This increase of $88,000 (11%) is comprised of $197,000 increase in payroll
related items due to payrolls being paid for previous period foregone payroll,
decreased legal and consulting costs of $64,000, decreased equipment rent and
depreciation of $33,000 for older support/training hardware and a $12,000 in
other general items.

Interest expense increased slightly, $2,000, during the period for some
additional capital lease borrowing.

The net income of $487,000 for the six months ended June 30, 2002 compared to
the net loss of ($276,000) for the six months ended June 30, 2001 is an increase
of $763,000. This increase is comprised of increased revenues of $713,000,
mainly from the increased recurring revenues; the total expenses decreased
$50,000, mainly from increased G&A salaries of $197,000 less decreased expenses
of $247,000 in advertising, marketing, legal and consulting areas.


LIQUIDITY AND CAPITAL RESOURCES

The Company's line of credit, which provides for borrowings up to $500,000
expired April 16, 2002. This loan was negotiated into a term loan with a due
date of April 2003 and calling for monthly payments of principal of $9,000 plus
interest at the rate of 4.75% per year.

During the six months ended June 30, 2002 the Company repurchased 149,000 shares
of its common stock for approximately $51,000. There were another 40,000 shares
in process of being purchased but the transaction was not completed until after
June 30, 2002. The details of the buy back are included in Part II, item 5,
Other Information, in this report.

The Company currently has 751,583 stock options and 1,239,540 warrants
outstanding. The options and warrants are exercisable at prices from $.21 -
$4.25 per share. If all vested options and warrants were exercised the company
would receive approximately $2,027,000, which would be available to the Company
as working capital.

CASH FLOW

During the six months ended June 30, 2002,cash increased by $133,021. Net cash
provided by operating activities for the six months ended June 30, 2002 was
$359,856 compared to $225,528 used in operations for the six months ended June
30,2001. This increase of $585,384 was due to an increase in the net income for
the period offset by increases in accounts receivable balances and decreases in
the accounts payable balances.

Net cash used in investing activities for the six months ended June 30, 2002 was
$108,973 compared to $7,155 for the six months ended June 30, 2001. The funds
used for the six months ended June 30, 2002 were for office and ASP equipment,
while funds used for the six months ended June 30, 2001 were for the build out
of the new corporate office occupied in January 2001.

Net cash used in financing activities was $117,862 for the six months ended June
30, 2002 compared to $214,386 of cash provided by financing activities for the
six months ended June 30, 2001. During the six months ended June 30, 2002 funds
were used for: debt payments of $66,610 and the purchase of 149,000 shares of
MDI's common stock for $51,252 under the company's "Normal Course Issuer Bid".
During the six months ended June 30, 2001 funds were provided by: loans from two
officer/shareholder's of the Company amounting to $265,000, a private placement
of Special Warrants of $52,000 less debt payments of $102,614.


                                       11
<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of MDI Technologies, Inc. ("the Meeting") was
held on June 17,2002, in which a total of 7,911,218 eligible votes of common
stock were represented out OF THE 12,027,368 eligible votes of common stock
entitled to vote. At the meeting three proposals were considered and acted upon:
(1) Election of Directors; (2) adoption of Rubin, Brown, Gornstein & Co., LLP as
the Company's independent auditors.

The results of the Election of Directors were as follows:

<Table>
<Caption>
                                                   Common Stock     Common Stock
        Name            Common Stock Votes For     Votes Against     Abstaining
      ------            ----------------------     -------------    -----------
<S>                     <C>                        <C>              <C>

Todd Spence                   7,792,218                 0              119,000
Di Anne Kerrigan              7,792,218                 0              119,000
Thomas Kerrigan               7,792,218                 0              119,000
Donald Muir                   7,881,218                 0               30,000
Byron Flateland               7,869,218                 0               42,000
</Table>

All members were elected to serve until the next annual meeting of stockholders
of the Company or until their respective successors are duly elected and
qualified.

The results of the appointment of Rubin, Brown, Gornstein & Co, LLP was as
follows:

<Table>
<Caption>
                               Appointment of Rubin,
                             Brown, Gornstein & Co., LLP
                             ---------------------------
<S>                          <C>

For                                 7,792,218
Against                               119,000
Abstaining                               0
Not Voted                                0
</Table>

Item 5. Other Information

In January 2002 the Company filed a "Notice of Intention" to make a "Normal
Course Issuer Bid". The Company obtained approval of the CDNX to undertake a
normal course issuer bid to purchase up to 585,000 shares of it's then
11,701,368 issued and outstanding common shares being 10% of the public float of
the Company's common shares. Purchases will be made on the open market through
facilities of the CDNX. The price paid will be the prevailing market price of
such common shares at the time of purchase. Any shares purchased pursuant to the
bid will be cancelled and returned to treasury. The bid commenced on January 21,
2002 and will terminate on January 20,2003, or at such earlier time as the bid
has been completed. The Company reserves the right to terminate the bid earlier
if it feels that it is appropriate to do so. As of June 30, 2002 the Company
purchased 149,000 shares for $51,251 and retired these shares. As of August 7,
2002, 90,000 additional shares were purchased for $29,656.


                                       12
<PAGE>


In April 2002, the Company entered into a one (1) year agreement with Tangent
Management Corp. to assist in designing, implementing and monitoring strategies
to build and sustain investor support and to make its name and business better
known to shareholders, investors and industry professionals. The cost of this
will a monthly fee of CDN $5,000.00 plus Company approved expenses incurred by
Tangent.

Item 6. Exhibits and Reports on Form 8-K

     a)   Exhibits - 99.1(CEO Certification), 99.2 (CFO Certification)

     b)   Reports - None



                                   SIGNATURES

Pursuant to the requirement 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 authorizes.

MDI Technologies, Inc.

/s/ Todd A. Spence                                            August 13, 2002
---------------------                                         ---------------
Todd A. Spence                                                     Date
Chairman of the Board, President and
Chief Executive Officer

/s/Thomas K. Andrew                                           August 13, 2002
---------------------                                         ---------------
Thomas K. Andrew                                                   Date
CHIEF FINANCIAL OFFICER





                                       13