<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 March 31, 2003

                        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 May 14,2003 was 11,550,888 shares.



                                       1
<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)
ASSETS                                               March 31, 2003   Dec.31, 2002
------                                               --------------   ------------
<S>                                                  <C>              <C>
CURRENT ASSETS

Cash ............................................        670,460         454,848

Accounts receivable, net ........................        854,366         583,092
Prepaid expenses ................................         28,583          40,878
                                                      ----------      ----------
     Total Current Assets .......................      1,553,409       1,078,818


PROPERTY AND EQUIPMENT, at cost .................      1,132,705       1,103,123
    Less Accumulated depreciation ...............       (626,947)       (585,718)
                                                      ----------      ----------
     Total Equipment, net .......................        505,758         517,405

OTHER ASSET

Rent deposit ....................................         21,539          21,539
                                                      ----------      ----------

     TOTAL ASSETS ...............................      2,080,706       1,617,762
                                                      ==========      ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Current portion of long-term debt and capitalized
  lease obligations .............................         11,357          89,103
Accounts payable and accrued expenses ...........        621,186         648,714
                                                      ----------      ----------
         Total Current Liabilities ..............        710,289         660,071


NON-CURRENT LIABILITIES

Long-term debt ..................................         69,807               0

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, par value of $.001 per share,
50,000,000 shares authorized,
11,450,888 shares at March 31,2003 and
11,931,868 at December 31,2002 issued
and outstanding .................................         11,451          11,931

Additional paid-in capital ......................      4,382,817       4,611,007
Accumulated deficit .............................     (3,093,658)     (3,665,247)
                                                      ----------      ----------
                                                       1,300,610         957,691




TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......      2,080,706       1,617,762
                                                      ==========      ==========
</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,
                                       ----------------------------
                                           2003             2002
                                       -----------      -----------
<S>                                    <C>              <C>
REVENUES

  ASP and Support Revenues .......       1,210,554          959,790
  Shrink Wrap Sales ..............         798,157          441,832
  Training Fees ..................         100,854          122,340
                                       -----------      -----------
     Total Revenue ...............       2,109,565        1,523,962

OPERATING EXPENSES

  Operations and technical support         440,938          400,693
  Sales and marketing ............         465,540          361,080
  Engineering ....................         137,317          128,257
  General and administrative .....         492,755          384,610
                                       -----------      -----------

     Total Operating Expenses ....       1,536,550        1,274,640
                                       -----------      -----------

OPERATING INCOME .................         573,015          249,322

OTHER INCOME (EXPENSE)

  Interest expense ...............          (2,167)         (14,259)
  Interest income ................             741              217
                                       -----------      -----------
                                            (1,426)         (14,042)
                                       -----------      -----------

NET INCOME .......................         571,589          235,280
                                       ===========      ===========

NET INCOME PER SHARE-BASIC .......            0.05             0.02
NET INCOME PER SHARE-DILUTED .....            0.05             0.02
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES ISSUED AND OUTSTANDING-
  BASIC ..........................      11,765,803       11,978,866
  DILUTED ........................      12,133,791       12,127,169
</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, 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                    COMMON STOCK           ADDITIONAL
                                 ------------------         PAID-IN     ACCUMULATED    STOCKHOLDERS'
                                  Shares     Amount         CAPITAL       DEFICIT      EQUITY(DEFICIT)
                                 -------     ------         -------       -------      ---------------

<S>                             <C>          <C>           <C>          <C>            <C>
Balance, December 31, 2002 ...  11,931,868    11,931       4,611,007    (3,665,247)       957,691

Exercise of Stock Warrants ...      85,520        86             (86)

Purchase and Retirement of
  Treasury Stock .............    (566,500)     (566)       (228,104)                    (228,670)

Net Income ...................                                             571,589        571,589
                                ----------    ------       ---------    ----------        -------

Balance, March 31, 2003 ......  11,450,888    11,451       4,382,817    (3,093,658)     1,300,610
                                ==========    ======       =========    ==========      =========
</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,
                                                          --------------------------------
                                                               2003             2002
                                                               ----             ----
<S>                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income .........................................         571,589          235,280

Adjustments to reconcile net income to
net cash provided by operating
  activities:

    Depreciation and amortization ..................          41,229           27,426
    Change in assets and liabilities:

       Increase in accounts receivable .............        (271,274)         (66,558)
       Decrease in prepaid expenses and other assets          12,295           10,340
       Decrease in accounts payable and accrued
        liabilities ................................         (27,528)         (72,718)
                                                           ---------        ---------
Net cash provided by operating activities ..........         326,311          133,770


CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of equipment ...........................         (29,582)         (81,976)

                                                           ---------        ---------
Net cash used in investing activities ..............         (29,582)         (81,976)

CASH FLOWS FROM FINANCING ACTIVITIES

   Payments on long-term debt and capital leases ...         (32,947)         (34,791)
   Loan To Repurchase treasury stock ...............         180,500               --
   Purchase of treasury stock ......................        (228,670)         (20,078)
                                                           ---------        ---------
Net cash used in financing activities ..............         (81,117)         (54,869)

NET INCREASE (DECREASE) IN CASH ....................         215,612           (3,075)

CASH - BEGINNING OF PERIOD .........................         454,848           71,403
                                                           ---------        ---------

    CASH - END OF PERIOD ...........................       $ 670,460        $  68,328
                                                           =========        =========
</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 consolidated interim financial statements include the accounts
of MDI Technologies, 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 31,2003 and the
consolidated statements of operations for the three months ended March 31,2003
and 2002 and the consolidated statements of cash flows for the three months
ended March 31,2003 and 2002, 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 31,2003 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, 2003 and 2002 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 related notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.

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

In January 2003 the Company purchased 475,000 shares of its common stock from a
former Director of the Company for $180,500. Payment was in the form of a
promissory note

                                       7
<PAGE>
payable in 24 monthly payments of $7,919 at an interest rate of 5%. Payments
commenced January 2003.

4. NET INCOME PER SHARE

Basic earnings per share are calculated by dividing the net income 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 anti-dilutive.

Options to employees and directors to purchase 1,040,896 shares of common stock
and warrants to purchase 953,020 shares of common stock were outstanding as of
March 31, 2003. Options for 572,416 shares and warrants for 366,500 shares were
included in the calculation of diluted earnings per share at March 31,2003.

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.

5. STOCK OPTIONS

The Company has adopted the disclosure requirement of Statement of Financial
Accounting Standards No. 148 (SFAS 148), "Accounting for Stock-Based
Compensation-Transition and Disclosure" effective December 15, 2002. SFAS 148
amends Statement of Financial Accounting Standards No. 123 (SFAS 123),
Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation and also amends the disclosure requirements of SFAS
123 to require prominent disclosures in both annual and interim financial
statements about the methods of accounting for stock-based employee compensation
and the effect of the method used on report results. As permitted by SFAS 148
and SFAS 123, the Company continues to apply the accounting provisions of APB
25, and related interpretations, with regard to the measurement of compensation
cost for options granted under the Company's equity compensation plan. No
employee compensation expense has been recorded as all options granted had an
exercise price equal to the market value of he underlying common stock on the
date of grant. The pro forma effect on our results of operations, had expense
been recognized using the fair value method described in SFAS 123, using the
Black-Scholes option-pricing model, is shown below. Due to the valuation
allowance against the deferred tax asset, the pro forma deduction does not
include the effect of a tax deduction in 2003 and 2002.
<TABLE>
<CAPTION>
                                              Quarter Ended March 31,
                                              -----------------------
                                               2003             2002
                                              ------           ------
<S>                                         <C>             <C>
Net income, as reported ...............     $   571,589     $   235,280

Deduct: Total stock based employee
        compensation expense determined
        under fair value based method
        for all awards ................          49,203          41,247
                                            -----------     -----------
Pro forma net income ..................     $   522,386     $   194,033
                                            ===========     ===========

Earnings per share:
Basic - as reported ...................     $      0.05     $      0.02

Basic - pro forma .....................     $      0.04     $      0.02
Diluted - as reported .................     $      0.05     $      0.02
Diluted - pro forma ...................     $      0.04     $      0.02
</TABLE>


                                       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 1050 in number, of
which 153 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,

                                       9
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE
                        THREE MONTHS ENDED MARCH 31,2002

Net revenues for the three months ended March 31,2003 increased to $2,110,000
from $1,524,000 at March 31, 2002. This increase of $586,000 (38%) was primarily
comprised of increased recurring revenues of $251,000 (26%) 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 $356,000
(81%) from the previous period, resulting from increased re-seller activity and
market penetration by our own sales staff. Training fee revenue decreased
$21,000 during the period due to more training being offered at our facilities.

Operations and Technical Support expense for the three months ended March 31,
2003 increased to $441,000 from $401,000 for the three months ended March 31,
2002. This increase of $40,000 (10%) is comprised of $30,000 of increased
payroll related costs due to payroll increases and additional two staff persons,
$14,000 increase in depreciation costs due to an increase in fixed assets owned
and $4,000 in decreased hardware and other costs.

Sales and Marketing expenses for the three months ended March 31, 2003 increased
to $465,000 from $361,000 for the three months ended March 31, 2002. This
increase of $104,000 (29%) is due to payroll related and commission increases of
$20,000 for marketing and sales personnel due to increased sales activity,
increased sales travel of $6,000, and a $20,000 increase in advertising and
marketing due to increased advertising placements and increased convention
presence, and increased reseller costs of $58,000 due to increased efforts by
our resellers.

Engineering expense for the three months ended March 31, 2003 increased to
$137,000 from $128,000 for the three months ended March 31, 2002. This increase
of $9,000 (7%) was primarily due to increases in payroll and payroll related
costs of $9,000 due to payroll increases.

General and administrative costs for the three months ended March 31,2003
increased to $493,000 from $385,000 for the three months ended March 31, 2002.
This increase of $108,000 (28%)is due to increased legal, accounting and
consulting services of $49,000 due to audit fee increases and legal matters,
insurance costs increased $17,000 due to liability insurance and benefit
increases and bad debt reserve increased $42,000 due to increased overall
accounts receivable balances.

Interest expense decreased $12,000 due to elimination of capital lease
borrowings and bank debt between the periods March 31, 2003 and 2002.

The net income of $572,000 for the three months ended March 31,2003 compared to
$235,000 for the three months ended March 31,2002, an increase of $337,000, is
the result of increased revenues of $586,000 in addition to increased Support
costs of $40,000, increased Sales and Marketing expense of $104,000, increased
Engineering costs of $9,000,increased General and Administrative costs of
$108,000 and decreased interest expense of $12,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's line of credit, which provides for borrowings up to $500,000
expired April 16, 2002. Management renewed this loan as a term loan, in the
amount of $488,000, with a due date of April 2003. In November 2002 this term
loan, along with the capital lease loans were repaid by the obtaining of a
$1,000,000 revolving line of credit. Cash flow from operations repaid the
revolving line of credit balance as of December 31, 2002.

During the quarter ended March 31, 2003 the Company repurchased 566,500 shares
of its common stock for approximately $229,000. During the month of March 2003
another 79,500

                                       10
<PAGE>
shares were in the process of being purchased for approximately $99,000 but the
transaction was not completed until May 2003.

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 these buy backs are included
in Part II, item 5, other information, in this report.

The Company currently has 1,040,896 stock options and 953,020 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 $2,900,000, which would be available to the Company as
working capital.

CASH FLOW

During the three months ended March 31, 2003,cash increased by $215,612. Net
cash provided by operating activities for the three months ended March 31, 2003
was $326,311 compared to $133,770 for the three months ended March 31,2002. This
increase of $192,541 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, 2003
was $29,582 compared to $81,976 for the three months ended March 31, 2002. The
funds used for the three months ended March 31, 2003 and 2002 were for office
and ASP equipment.

Net cash used in financing activities was $81,117 for the three months ended
March 31, 2003 compared to $54,869 for the three months ended March 31, 2002.
During the three months ended March 31, 2002 funds were used for: debt payments
of $32,947, the purchase of 91,500 shares of MDI's common stock for $48,170
under the company's "Normal Course Issuer Bid", plus the purchase of 475,000
shares of MDI's common stock from a former MDI director for $180,500 for which a
two year, 5% promissory note was given.

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".


                                       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

Not applicable

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, now the TSX
Venture Exchange, 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 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.

In March 2003 the Company filed a "Notice of Intention" to make a "Normal Course
Issuer Bid". The Company obtained approval of the TSX Venture Exchange, to
undertake a normal course issuer bid to purchase up to 572,545 shares of it's
then 11,450,888 issued and outstanding common shares being 5% of the Company's
issued and outstanding common shares. Purchases will be made on the open market
through facilities of the TSX Venture Exchange. 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 March 18, 2003 and will terminate on March 18,2004, 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. On
April 16, 2003 the Company purchased 79,500 shares for $98,815 and retired these
shares. As of May 14,2003, 10,000 additional shares were purchased for $11,630.

In April 2003 the Company signed an agreement with Cogent Corporation, a small
regional clinical software company in Wisconsin, to purchase their client base
for $15,000 plus various expenses relating to consulting and conversion costs.
It is expected this transaction will produce shrink-wrap fees of approximately
$200,000 in the next two years and approximately recurring annual support
revenue of $50,000.

In February 2003 the Company renewed, for one year its agreement with Tangent
Management Corp. to assist in designing, implementing and monitoring strategies
to build and sustain investor support and to make the Company's name and
business better known to shareholders, investors and industry professionals.
Tangent receives a monthly fee of CDN $5,000 plus pre-approved expenses incurred
by Tangent. Tangent principals will also receive an additional 100,000 options
if the Company's "option plan amendment" is approved at the Company's Annual
General Meeting on June 4, 2003.

                                       12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K

      a)    Exhibits -  99.1 Certificate of the Chief Executive Officer pursuant
                        to rule 906 of the Sarbanes-Oxley Act of 2002.

                        99.2 Certificate of the Chief Financial Officer pursuant
                        to rule 906 of the Sarbanes-Oxley Act of 2002.

      b)    Reports on Form 8-K - None

Item 7. Controls and Procedures

The Company's management, including its Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-14 and 15d-14
under Securities Exchange Act of 1934 (The Exchange Act) as of a date within 90
days prior to he filing if this quarterly report (The Evaluation Date). Based on
such evaluation, the Company's management has concluded that, as of the
Evaluation date, the Company's disclosure controls and procedures are effective
for gathering, analyzing and disclosing the information required to be disclosed
in the Company's periodic reports under the Exchange Act. No significant changes
were made in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the Evaluation Date.

                                   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                                             May 14, 2003
---------------------                                          ------------
Todd A. Spence                                                     Date
Chairman of the Board, President and
Chief Executive Officer

/s/Thomas K. Andrew                                            May 14,2003
---------------------                                          ------------
Thomas K. Andrew                                                   Date
Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the registrant and on the capacities and on the
dates indicated have signed this report.
<TABLE>
<CAPTION>
SIGNATURES                        Title                             DATE
----------                        -----                             ----
<S>                               <C>                            <C>
/s/ Di Anne Kerrigan              Vice President, Director       May 14, 2003
--------------------
Di Anne Kerrigan

/S/ Byron Flateland               Director                       May 14, 2003
--------------------
Byron Flateland

/S/ Thomas Kerrigan               Director                        May 14, 2003
--------------------
Thomas Kerrigan
</TABLE>

                                       13
<PAGE>
    CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SABRANES-OXLEY ACT OF 2002


CERTIFICATION

I, Todd A. Spence certify that:

      1.    I have reviewed this periodic report on Form 10-QSB of MDI
            Technologies, Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of material fact or omit to state a material fact
            necessary to make the statement made, in light of the circumstances
            under which such statements were made, not misleading with respect o
            the period covered by this periodic report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in his quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for the periods presented in
            the periodic report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a.    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this periodic report is being prepared;

            b.    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior o
                  the filing of this periodic report (the Evaluation date); and
                  c. presented in this periodic report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of he Evaluation Date;

      5.    The registrant's other certifying officer and I have disclosed,
            based on our committee of registrant's most recent evaluation, to
            the registrant's auditors and the audit committee of the
            registrant's board of directors (or persons performing the
            equivalent function);

            a.    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for he registrant's
                  auditor's any material weaknesses in internal controls; and

            b.    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officer and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard o
            significant deficiencies and material weaknesses.

Date: May 14, 2003                      /s/ Todd A. Spence
                                        Chief Executive Officer

                                       14
<PAGE>
    CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SABRANES-OXLEY ACT OF 2002


CERTIFICATION

I, Thomas K. Andrew certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of MDI
            Technologies, Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of material fact or omit to sate a material fact
            necessary to make the statement made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this periodic report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in his quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for the periods presented in
            the periodic report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a.    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this periodic report is being prepared;

            b.    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing of this periodic report (the Evaluation date); and

            c.    presented in this periodic report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of he Evaluation Date;

      5.    The registrant's other certifying officer and I have disclosed,
            based on our committee of registrant's most recent evaluation, to
            the registrant's auditors and the audit committee of the
            registrant's board of directors (or persons performing the
            equivalent function);

            a.    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for he registrant's
                  auditor's any material weaknesses in internal controls; and

            b.    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officer and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard o
            significant deficiencies and material weaknesses.

Date: May 14, 2003                      /s/ Thomas K. Andrew
                                        Chief Financial Officer

                                       15