<PAGE>
                       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 March 31, 2002

                        Commission File Number 333-76427


         MDI Technologies, Inc. (formerly 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 March 31, 2002 was 11,747,368 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
</TABLE>


                                       2

<PAGE>




PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                      MDI Technologies, Inc. and Subsidiary

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                          (Unaudited)
ASSETS                                                                                   March 31, 2002        December 31, 2001
<S>                                                                                      <C>                  <C>
CURRENT ASSETS

Cash                                                                                           68,328                 71,403
Accounts receivable, net                                                                      580,152                513,594
Prepaid expenses                                                                               40,224                 50,564
                                                                                           ----------             ----------
     Total Current Assets                                                                     688,704                635,561


PROPERTY AND EQUIPMENT, at cost                                                               948,443                866,467
    Less Accumulated depreciation                                                            (473,610)              (446,184)
                                                                                           ----------             ----------
     Total Equipment, net                                                                     474,833                420,283

OTHER ASSET
Rent deposit                                                                                   21,539                 21,539
                                                                                           ----------             ----------

     TOTAL ASSETS                                                                           1,185,076              1,077,383
                                                                                           ==========             ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable                                                                                 485,000                494,000
Current portion of long term debt and
 Capitalized lease obligations                                                                 64,492                 75,333
Accounts payable and accrued expenses                                                         660,644                733,362
                                                                                           ----------             ----------
         Total Current Liabilities                                                          1,210,136              1,302,695


NON-CURRENT LIABILITIES
Long term debt and capitalized lease obligations                                               91,454                106,404

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value of $.001 per share, 50,000,000 shares authorized,
 11,747,368 at March 31, 2002 and 11,701,368
 shares at December 31, 2001 issued and outstanding                                            11,747                 11,701
Additional paid-in capital                                                                  4,723,134              4,743,258
Accumulated deficit                                                                        (4,851,395)            (5,086,675)
                                                                                           ----------             ----------
                                                                                             (116,514)              (331,716)




TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                  1,185,076              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
                                                    MARCH 31,
                                           2002                2001
                                           ----                ----
<S>                                    <C>                 <C>
REVENUES                                 1,523,962           1,188,136

OPERATING EXPENSES
  Operations and technical support         373,267             308,068
  Sales and marketing                      361,080             535,040
  Engineering                              128,257             145,361
  General and administrative               412,036             410,111
                                       -----------         -----------

     Total Operating Expenses            1,274,640           1,398,580
                                       -----------         -----------

OPERATING INCOME (LOSS)                    249,322            (210,444)

OTHER INCOME (EXPENSE)
  Interest expense                         (14,259)            (12,691)
  Interest income                              217               1,480
                                       -----------         -----------
                                           (14,042)            (11,211)
                                       -----------         -----------

NET INCOME (LOSS)                          235,280            (221,655)
                                       ===========         ===========

NET LOSS PER SHARE-BASIC AND DILUTED                             (0.03)
NET INCOME PER SHARE-BASIC                     .02
NET INCOME PER SHARE-DILUTED                   .02
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES ISSUED AND OUTSTANDING-
  BASIC                                 11,978,866           8,703,551
  DILUTED                               12,127,169           8,703,551
</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 THREE MONTHS ENDED MARCH 31, 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                   (64,000)      (64)        (20,014)                                       (20,078)

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

Net Income                                                                            235,280               235,280
                                -------------------------------------------------------------------------------------
Balance, March 31, 2002         11,747,368    11,747      4,723,134                (4,851,395)             (116,514)
                                =====================================================================================
</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 THREE MONTHS ENDED MARCH 31,
                                                                    2002               2001
                                                                    ----               ----
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                 235,280            (221,655)

Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                  27,426              44,312
    Change in assets and liabilities:
      (Increase) in accounts receivable                           (66,558)             (3,774)
       Decrease in prepaid expenses and other assets               10,340              12,730
       Increase (decrease) in accounts payable and accrued
        liabilities                                               (72,718)            113,583

                                                                ---------           ---------
Net cash provided by (used in) operating activities               133,770             (54,804)


CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment                                          (81,976)           (130,280)

                                                                ---------           ---------
Net cash used in investing activities                             (81,976)           (130,280)

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on long-term debt and capital leases                  (34,791)            (27,062)
   Proceeds from loans from officers                                    -             150,000
   Purchase of treasury stock                                     (20,078)                  -
   Proceeds from issuance of warrants                                   -              52,000
                                                                ---------           ---------
Net cash (used in) provided by financing activities               (54,869)            174,938

NET DECREASE IN CASH                                               (3,075)            (10,146)

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

CASH - END OF PERIOD                                            $  68,328           $  25,211
                                                                =========           =========
</TABLE>



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



                                       6

<PAGE>


                   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 MDI Technologies, Inc. (formerly Panoramic Care Systems, Inc) and its wholly
owned subsidiary, Management Data, Inc., d/b/a MDI Technologies, (collectively
the "Company") and have been prepared by the Company, without audit, in
accordance with generally accepted accounting principles in the United States of
America for interim financial information and with the instructions for Form
10-QSB and article 10 of Regulation S-X. The consolidated balance sheets as of
March 31, 2002 and 2001 and the consolidated statements of operations for the
three months ended March 31, 2002 and 2001 and the consolidated statements of
cash flows for the three months ended March 31, 2002 and 2001, 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 in the United States of
America 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 consolidated
financial position as of March 31, 2002 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
three months ended March 31, 2002 and 2001 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, 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 $150,000 during the three
month period ending March 31, 2001.




                                       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 and directors to purchase 651,583 shares of common stock
and warrants to purchase 1,336,840 shares of common stock were outstanding as of
March 31, 2002. Options for 148,303 shares were included in the calculation of
diluted earnings per share, while warrants for 286,520 shares were included in
both the primary and fully diluted earnings per share calculation for the three
months ending March 31, 2002.

Options to employees and directors to purchase 52,833 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 ending March 31, 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 900 in number, of
which 97 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 MARCH 31, 2002 COMPARED TO THE
                       THREE MONTHS ENDED MARCH 31, 2001

Net revenues for the three months ended March 31, 2002 increased to $1,524,000
from $1,188,000 at March 31, 2001. This increase of $336,000 (28%) was primarily
comprised of increased recurring revenues of $391,000 (68%) from support and ASP
services which is a result of having more software sites installed from the
previous period. There was also a decrease in "shrink wrap" sales of $118,000
(21%) from the



                                       9

<PAGE>

previous period, which is in line with the Company's ASP direction of service.
Training fee revenue increased $63,000 during the period.

Operations and Technical Support expense increased to $373,000 from $308,000
from March 31, 2002 to March 31, 2001. This increase of $65,000 (21%) is
comprised of $38,000 of increased ASP support costs, $21,000 increase in travel
and training costs, and $6,000 in increased hardware and supply costs.

Sales and marketing expenses for the three months ended March 31, 2002 decreased
to $361,000 from $535,000 for the three months ended March 31, 2001. This
decrease of $174,000 (33%) is due to staffing decreases of $41,000 for marketing
and sales personnel, decreased sales travel of $32,000, and a $111,000 decrease
in advertising, marketing, and reseller cost increases of $10,000.

Engineering expense for the three months ended March 31, 2002 decreased to
$128,000 from $145,000 for the three months ended March 31, 2001. This decrease
of $17,000 (12%) was primarily due to decreases in payroll and payroll related
costs of $5,000 resulting from reduced personnel, and a $12,000 decrease in
supply and communications costs.

General and administrative costs for the three months ended March 31, 2002
compared to the three months ended March 31, 2001 remained approximately the
same. Increases in payroll and payroll related costs amounted to $58,000 due to
salary and bonus increases, rent increased $5,000 due to the office move at the
end of January 2001. Legal, accounting and outside services decreased $10,000
due to reduced use of outside business consultants, depreciation and
amortization decreased $17,000 due to various items reaching the end of their
depreciable life and other administrative and office expenses were reduced by
$36,000 due to office consolidation and cost management.

Interest expense increased $1,500 due increased capital lease borrowings at
March 31, 2002.

The net income of $235,000 for the three months ended March 31, 2002 compared to
a net loss of $222,000 for the three months ended March 31, 2001, an increase of
$457,000, is the result of increased revenues of $336,000 in addition to
decreased Sales and Marketing costs of $174,000, decreased Engineering expense
of $17,000 and increased Operations and Technical Support costs of $65,000 and
other miscellaneous expense increases of $5,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's line of credit, which provides for borrowings up to $500,000
expired April 16, 2002. Management has begun negotiations with the bank to renew
the line of credit or obtain a replacement term loan. Management expects that
the new financing agreement will become effective in May 2002.

During the quarter ended March 31, 2002 the Company repurchased 64,000 shares of
its common stock for approximately $20,000. During the month of March 2002
another 55,000 shares were in the process of being purchased but the transaction
was not completed until April 2002. The details of the buy back are included in
Part II, item 5, other information, in this report.

The Company currently has 651,583 stock options and 1,336,840 warrants
outstanding. The options and warrants are exercisable at prices from $.21 -
$4.25 per share. If all options and warrants were exercised the company would
receive approximately $2,384,000, which would be available to the Company as
working capital.

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



                                       10

<PAGE>

CASH FLOW

During the three months ended March 31, 2002, cash decreased by $3,075. Net cash
provided by operating activities for the three months ended March 31, 2002 was
$133,770 compared to $54,804 used in operations for the three months ended March
31, 2001. This increase of $188,574 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 three months ended March 31, 2002
was $81,976 compared to 130,280 for the three months ended March 31, 2001. The
funds used for the three months ended March 31, 2002 were for office and ASP
equipment, while funds used for the three months ended March 31, 2001 were for
the build out of the new corporate office occupied in January 2001.

Net cash used in financing activities was $54,869 for the three months ended
March 31, 2002 compared to $174,938 of cash provided by financing activities for
the three months ended March 31, 2001. During the three months ended March 31,
2002 funds were used for: debt payments of $34,791 and the purchase of 64,000
shares of MDI's common stock for $20,078 under the company's "Normal Course
Issuer Bid". During the three months ended March 31, 2001 funds were provided
by: loans from two officer/shareholder's of the Company amounting to $150,000, a
private placement of Special Warrants of $52,000 less debt payments of $27,062.


                                       11

<PAGE>


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

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



                                       12

<PAGE>

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 March 31, 2002 the
Company purchased 64,000 shares for $20,078 and retired these shares. As of
April 24, 2002 75,000 additional shares were purchased for $27,113.

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.


                                   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                                             April 29, 2002
---------------------                                          --------------
Todd A. Spence                                                    Date
Chairman of the Board, President and
Chief Executive Officer

/s/Thomas K. Andrew                                            April 29, 2002
--------------------                                           --------------
Thomas K. Andrew                                                   Date
Chief Financial Officer






                                       13