<PAGE>   1
                       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, 2001

                        Commission File Number 333-76427


                          Panoramic Care Systems, 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 July 20,2001 was 10,243,035 shares.




                                       1
<PAGE>   2


                          PANORAMIC CARE SYSTEMS, 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
</TABLE>

























                                       2
<PAGE>   3

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                   Panoramic Care Systems, Inc. and Subsidiary

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                           (Unaudited)
ASSETS                                                                    June 30, 2001  December 31,2000
<S>                                                                       <C>            <C>
CURRENT ASSETS

Cash                                                                        $    17,060    $    35,357
Accounts receivable, net                                                        378,140        193,479
Prepaid expenses                                                                 35,120         23,875
                                                                            -----------    -----------
     Total Current Assets                                                       430,320        252,711


PROPERTY AND EQUIPMENT, at cost                                                 765,258        608,123
    Less Accumulated depreciation                                              (372,045)      (283,421)
                                                                            -----------    -----------
     Total Equipment, net                                                       393,213        324,702

OTHER ASSET
Rent deposit                                                                     21,539         21,539

     TOTAL ASSETS                                                           $   845,072    $   598.952
                                                                            ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable                                                               $   829,146    $   600,000
Current portion of long term debt and
Capitalized lease obligations                                                    92,904         98,660
Accounts payable and accrued expenses                                           885,932        727,699
                                                                            -----------    -----------
         Total Current Liabilities                                            1,807,982      1,426,359

NON-CURRENT LIABILITIES
Long term debt and capitalized lease obligations                                100,220
                                                                                                11,244

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value of $.001 per share, 50,000,000 shares authorized,
 10,243,035 at June 30,2001 and 8,618,035
 shares at December 31, 2000 issued and outstanding                              10,243          8,618
Additional paid-in capital                                                    4,418,612      4,368,237
Accumulated deficit                                                          (5,491,985)    (5,215,506)
                                                                            -----------    -----------

                                                                             (1,063,130)      (838,651)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $   845,072    $   598,952
                                                                            ===========    ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements


                                       3
<PAGE>   4


                   PANORAMIC CARE SYSTEMS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS ENDED        FOR THE SIX MONTHS ENDED
                                                  JUNE 30,                          JUNE 30,
                                           2001               2000           2001              2000
                                           ----               ----           ----              ----
<S>                                     <C>                <C>             <C>              <C>
REVENUES                                1,202,053          1,238,579       2,390,189        2,221,965

OPERATING EXPENSES
  Operations and technical support        402,050            189,895         754,431          461,913
  Sales and marketing                     366,057            172,990         901,097          479,057
  Engineering                             136,152             63,284         281,513          111,806
  General and administrative              340,805          1,868,012         706,603        2,383,018
                                          -------          ---------         -------        ---------
     Total Operating Expenses           1,245,064          2,294,181       2,643,644        3,435,794

OPERATING LOSS                            (43,011)        (1,055,602)       (253,455)      (1,213,829)

OTHER INCOME (EXPENSE)
  Interest expense                        (11,839)            (8,142)        (24,530)         (15,327)

  Interest income                              26             12,844           1,506           14,517
  Gain on sale of securities                                 261,066                          261,066
                                         ---------           -------         --------         -------
                                          (11,813)           265,768        (23,024)          260,256

NET LOSS                                  (54,824)          (789,834)       (276,479)        (953,573)
                                          ========          =========       =========        =========

NET LOSS PER SHARE-BASIC AND DILUTED        (0.01)             (0.09)          (0.03)           (0.11)
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES ISSUED AND OUTSTANDING-
  BASIC AND DILUTED                     9,715,562          8,468,038        9,212,352        8,421,838

</TABLE>















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



                                       4
<PAGE>   5


                   PANORAMIC CARE SYSTEMS, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (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, 2000       8,618,035    8,618       4,368,237       (5,215,506)    (838,651)

Exercise of Stock Warrants       1,625,000    1,625          (1,625)

Proceeds from issue of Stock
   Warrants                                                  52,000

Net Loss                                                                    (276,479)    (276,479)
                               ------------------------------------------------------------------

Balance, June 30, 2001          10,243,035   10,243       4,418,612       (5,491,985)  (1,063,130)
                               ==================================================================
</TABLE>






























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


                                       5



<PAGE>   6


                   Panoramic Care Systems Inc. and Subsidiary
                             Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          FOR THE SIX MONTHS ENDED JUNE 30,
                                                                2001          2000
                                                                -----          ----
<S>                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                    $  (276,479)   $  (953,573)
Adjustments to reconcile net loss to net cash used in
  operating activities:
    Depreciation and amortization                                88,624        192,193
    Gain on sale of investments                                      --       (261,066)
    Change in assets and liabilities:
      Increase in accounts receivable                          (184,661)       (85,996)
      Increase in prepaid expenses and other assets             (11,245)      (140,063)
      Increase (decrease) in accounts payable and accrued
       liabilities                                              158,233       (193,120)
                                                            -----------    -----------
Net cash provided by (used in) operating activities            (225,528)    (1,441,625)


CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment                                         (7,155)
                                                                               (29,015)
   Proceeds from sale of investments                                 --        636,989
                                                            -----------    -----------
Net cash provided by (used in) investing activities              (7,155)       607,974

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on long-term debt and capital leases                (66,760)       (83,195)
   Proceeds from loans from officers                            265,000             --
   Proceeds from issuance of warrants                            52,000             --
   Repayments of loans from officers                            (35,854)            --
   Payment of dividends                                              --       (225,000)
   Payment of offering costs                                         --       (148,789)
   Proceeds from exercise of stock options                           --         56,000
   Proceeds from issuance of common stock                            --         70,000
   Proceeds from exercise of stock warrants                          --         84,130
   Proceeds from issuance of stock warrants                          --      1,498,104
                                                            -----------    -----------
Net cash provided by financing activities                       214,386      1,251,250

NET INCREASE (DECREASE) IN CASH                                 (18,297)       466,521

CASH - BEGINNING OF PERIOD                                       35,357        119,684
                                                            -----------    -----------

CASH - END OF PERIOD                                        $    17,060    $   586,205
                                                            ===========    ===========

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>   7


                   Panoramic Care Systems, 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 consolidated interim financial statements include the accounts
of Panoramic Care Systems, Inc. and its wholly owned subsidiary, MDI
Technologies, Inc., (collectively the "Company") and have been prepared by the
Company, without audit, in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-QSB and article 10 of Regulation S-X. The consolidated balance sheet as of
June 30,2001 and the consolidated statements of operations for the three and six
months ended June 30,2001 and 2000 and the consolidated statements of cash flows
for the six months ended June 30,2001 and 2000, are unaudited but include all
adjustments (consisting of normal recurring adjustments) which the Company
considers necessary for a fair presentation of the financial position at such
date and the operating results and cash flows for those periods. Although the
Company believes that the disclosures in these financial statements are adequate
to make the information presented not misleading, certain information normally
included in financial statements and related footnotes prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
Results for any interim period are not necessarily indicative of results for any
other interim period or for the entire year. In the opinion of management, the
accompanying unaudited financial statements contain all adjustments necessary to
present fairly the financial position as of June 30,2001 and the consolidated
results of operations and consolidated statement of cash flows for the periods
presented. These statements reflect all adjustments, consisting of normal
recurring adjustments, which in the opinion of management are necessary for fair
presentation of information contained therein. The results of operations for the
six months ended June 30, 2001 and 2000 are not necessarily indicative of
results to be expected for the full year.

It is suggested that these consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.


2. BUSINESS ACQUISITION

On August 25,2000, Panoramic Care Systems, Inc. (Panoramic) completed a merger
with Management-Data, Inc. (MDI) by exchanging 3,500,000 shares of its common
stock for all the outstanding common stock of MDI. Each share of MDI was
exchanged for approximately 13,410 shares of Panoramic.

The merger qualified as a tax-free reorganization and has been accounted for as
a pooling of interests under APB Opinion No. 16, "Business Combinations".
Accordingly, all prior period financial statements presented have been restated
to include the combined results of operations and cash flows of MDI as though it
had always been a part of Panoramic.

There were no transactions between Panoramic and MDI prior to the merger while
immaterial adjustments were recorded to conform to MDI's accounting policies to
Panoramic's policies. Certain reclassifications were made to the MDI financial
statements to conform to Panoramic's presentations.


3. 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



                                       7
<PAGE>   8


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.

4. 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.

Equipment Financing- 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.

5. Net Income (Loss) Per Share

Basic earnings (loss) per share are calculated by dividing the net 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 and a director 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
period ending June 30,2001.





                                       8
<PAGE>   9

                           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 number approximately 780 of
which 48 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. Currently
in beta testing, 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, 2001 COMPARED TO THE
                        THREE MONTHS ENDED JUNE 30,2000

Net revenues for the three months ended June 30,2001 decreased to $1,202,053
from $1,238,579 at June 30, 2000. This decrease of $36,526 (3%) was primarily
comprised of increased recurring revenues of $224,000 (50%) from support and ASP
services which is a result of having more software sites installed


                                       9
<PAGE>   10

from the previous period. There was also a decrease in "shrink wrap" sales of
$270,000 (37%) from the previous period, which is in line with the Company's ASP
direction of service. Training fee revenue increased $10,000 during the period.

Operations and technical support expense increased to $402,050 from $189,895
from June 30, 2000 to June 30, 2001. This increase of $212,155 (112%) is due to
increased payroll and payroll related costs of $177,000 due to staffing
additions and $40,000 of ASP support costs.

Sales and marketing expenses for the three months ended June 30, 2001 increased
to $366,057 from $172,990 for the three months ended June 30, 2000. This
increase of $193,067 (112%) is due to staffing increases of $98,000 for a
Marketing Director, Sales Manager and 5 additional sales persons, increased
sales travel of $17,000, and a $38,000 increase in advertising, convention and
marketing costs to develop market awareness by placing industry specific trade
publication advertising. Increased use of Reseller's increased that expense by
$22,000, while supplies and telephone expenses increased $16,000 due to
increased sales contacts.

Engineering expense for the three months ended June 30, 2001 increased to
$136,152 from $63,284 for the three months ended June 30, 2000. This increase of
$72,868 (115%) was primarily due to increases in payroll and payroll related
costs of $67,000 for additional personnel, the use of an outside ASP consultant
amounting to $3,400 and a $2,000 supply cost increase.


General and administrative costs decreased to $340,805 from $1,868,012 for the
three months ended June 30,2000 to the three months ended June 30, 2001. This
decrease of $1,527,207 (82%) resulted from the elimination of various overhead
staff and bonus' after the Panoramic/MDI merger amounting to $915,000, decreases
in legal, accounting and consulting fees relating to merger activity amounting
to $549,000, and the elimination of certain amortization and depreciation items
of $63,000 that were fully written off at December 31, 2000.

Interest expense increased $3,697 due to an increased bank line of credit in
October 2000 to support current operations.

The net loss of $54,824 for the three months ended June 30, 2001 compared to a
net loss of $789,834 for the three months ended June 30, 2000, an increase of
$735,010 is the result of decreased costs in the General and administration
department resulting from discontinued Colorado activities less increased
customer support, sales initiatives and engineering costs. The second quarter of
2000 also included a one-time gain on the sale of securities of $261,066.

  RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX
                           MONTHS ENDED JUNE 30, 2000


Net revenues for the six months ended June 30, 2001 increased to $2,390,189 from
2,221,965 at June 30,2000, This increase of $168,224 resulted from an increase
in recurring revenues of $361,000 and a decrease in "shrink wrap" revenues
$209,000 and an increase of $16,000 in Training fees.

Operations and technical support expense increased to $754,431 from $461,913 for
the six months ended June 30,2001 compared to the six months ended June 30,2000.
This is an increase of $292,518 (63%). The increase is due from increased
payroll and payroll related costs of $262,000, ASP support costs of $50,000, a
decrease in hardware and software purchases of $48,000, and an increase in
travel and training items amounting to $28,500.

Sales and Marketing expense increased to $901,097 from $479,057 for the six
months ended June 30,2001 compared to the six months ended June 30,2000. This is
an increase of 422,040 (88%). This increases is due to payroll and payroll
related increases of $219,000 for additional positions of marketing Director,
Sales manager, and additional sales staff, additional advertising and marketing
costs of $136,000 for convention participation and print advertising in industry
specific trade publications.


                                       10
<PAGE>   11


Reseller fees increased $50,000 for the period reflecting the company's
increased use of this professional resource and travel costs increased $15,000.

Engineering expense increased to $281,513 from $111,806 for the six months ended
June 30, 2001 compared to the six months ended June 30,2000. This is an increase
of $169,707 (152%). The increase is the result of additional payroll and payroll
related costs for additional personnel amounting to $148,000, outside consulting
costs of $11,000, equipment and supply costs increased $7,000 and travel costs
increased $4,000.

General and administrative costs decreased to $706,603 from $2,383,018 for the
six months ended June 30, 2001 as compared to the six months ended June 30,2000.
This is a decrease of $1,676,415 (70%). This decrease is comprised of $1,011,000
in decreased payrolls and bonus' and payroll related expenses that occurred
subsequent to the Panoramic/MDI merger, a decrease of $464,000 in legal,
accounting and consultant fees relating to merger costs and fund raising
activities, a decrease in travel costs of $102,000 due to costs incurred with
the merger activity and fund raising and a $100,000 decrease in depreciation and
amortization of items fully written off at December 31, 2000.

Interest expense increased from $15,237 for the six months ended June 30,2000 to
$24,530 for the six months ended June 30,2001. This increase of $9,293 is due to
an increase in the line of credit for current operations.

The net loss for the six months ended June 30, 2001 was $276,479 compared to a
loss of $953,573 for the six months ended June 30,2000, a decrease of $677,094.
This decrease is associated with increased revenues of $168,000 reflecting a net
increase in recurring revenues versus "shrink wrap" revenue, an increase in
costs in the regular operating departments (operations, support, sales,
marketing and engineering) amounting to $884,000 due to increased support, sales
and engineering requirements for the Company's increasing number of customers, a
decrease in general and administrative costs of $1,676,000 resulting from staff
reductions and the reduction of fees and costs associated with the search for
additional funding sources. This net reduction in total operating expenses in
2001 of $792,000 was partially offset by the gain from the sale of securities of
$261,000 in April 2000 which did not reoccur in 2001.

LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended March 31, 2001 an additional $52,000 was received from
the December 2000 warrant placement. Also received were non-interest bearing
loans of $150,000 from two of the Company's officer/shareholders. During the
quarter ended June 30,2001, the officer/shareholders made additional
non-interest bearing loans aggregating $115,000.

During the quarter ended March 31, 2001 4 Special Warrant holders exchanged
625,000 warrants for 625,000 shares of the Company's stock for no additional
consideration as per the warrant agreement.

In the second quarter of 2001, 1,000,000 warrants, issued in April 2000, were
converted to 1,000,000 shares of the Company's common stock for no additional
consideration as per the warrant agreement.

The Company currently has 532,000 stock options and 1,701,764 warrants
outstanding. The options and warrants are exercisable at prices from $.56 -
$4.17 per share. If all options and warrants were exercised the company would
receive approximately $4,100,000, which would be available to the Company as
working capital.

CASH FLOW

During the six months ended June 30, 2001,cash decreased by $18,297. Net cash
used in operating activities for the six months ended June 30, 2001 was $225,528
compared to $1,441,625 for the six months ended June 30,2000. This increase of
$1,216,097 was due to a decrease in the net loss for the



                                       11
<PAGE>   12

period offset by decreases in depreciation and amortization and changes in the
accounts receivable and accounts payable balances.

Net cash used in investing activities for the six months ended June 30, 3001 was
$7,155 compared to cash provided by investing activities for the six months
ended June 30, 2000 of $607,974. The funds used for the six months ended June
30, 2001 were for the build out of the new corporate office occupied in January
2001. The cash provided from investing activities at June 30, 2000 was from the
sale of securities.

Net cash provided from financing activities was $214,386 for the six months
ended June 30, 2001 compared to $1,251,250 for the six months ended June
30,2000. 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, and private
placement of Special Warrants of $52,000 less debt payments of $102,614. For the
six months ended June 30, 2000 funds were provided from the private placement of
$1,558,445 of stock warrants and the exercise of warrants and stock options,
less debt payments of $83,195 and dividends paid of $225,000.






                                       12
<PAGE>   13


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In January 2001, the Company received from the Equal Employment Opportunity
Commission, a "Notice of Charge of Age Discrimination" filed by a former
employee who was terminated in November 2000. In April 2001, the Company
received notice from the Equal Employment Opportunity Commission that the charge
was dismissed.

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 Panoramic Care Systems, Inc. ("the
Meeting") was held on June 27,2001, in which a total of 5,788,481 eligible votes
of common stock were represented out OF THE 9,243,035 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; and (3) Change the name of the
company to MDI Technologies, Inc.

The results of the Election of Directors were as follows:


<TABLE>
<CAPTION>
      Name                      Common Stock Votes For            Common Stock Votes Against
     ------                     ----------------------            --------------------------
<S>                             <C>                               <C>
Todd Spence                           5,788,481                              0
Di Anne Kerrigan                      5,788,481                              0
Thomas Kerrigan                       5,788,481                              0
Donald Muir                           5,788,481                              0
Byron Flateland                       5,788,481                              0
</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 and the
approval of the Company's name change were as follows:


<TABLE>
<CAPTION>
                             Appointment of Rubin,                  Approval of
                           Brown, Gornstein & Co., LLP              Name Change
                           ---------------------------              -----------
<S>                        <C>                                      <C>
For                                 5,788,481                        5,788,481
Against                                  0                                0
Abstaining                               0                                0
NOT VOTED                                0                                0
</TABLE>

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

   a)   Exhibits
        None
   b)   Reports on Form 8-K

On January 16, 2001 the Company filed a report of Form 8-K/A regarding changes
in the Company's Registered Certifying Accountant.



                                       13
<PAGE>   14


                                   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.

Panoramic Care Systems, Inc.

/s/ Todd A. Spence                                               August 3, 2001
---------------------                                        ------------------
Todd A. Spence                                                       Date
Chairman of the Board, President and
Chief Executive Officer

/s/Thomas K. Andrew                                              August 3, 2001
--------------------                                         ------------------
Thomas K. Andrew                                                   Date
Chief Financial Officer







                                       14