<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     --------------------------------------
                                    FORM 10-Q/A

(MARK ONE)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                  JUNE 30, 2000
                                                 OR
         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                  __________ TO __________

                         COMMISSION FILE NUMBER: 1-13861

                         MED-EMERG INTERNATIONAL INC.
                         (Exact Name of Registrant as Specified in Its Charter)

PROVINCE OF ONTARIO, CANADA
(State or Other Jurisdiction of Incorporation or Organization)

2550 Argentia Road, Suite 205
Mississauga, Ontario, Canada                         L5N 5R1
(Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code:  (905) 858-1368

                  Indicate by check mark whether the registrant: (1) has filed
all reports required 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 [X] No [ ]

                  As of August 15, 2000, 5,653,825 shares of the registrant's
Common Stock were outstanding.



<PAGE>



                          MED-EMERG INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
         AS AT JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999 (AUDITED)
                                    (IN US$)


<TABLE>
<CAPTION>
                                                                           June 30          December 31
                                                                             2000               1999
                                                                       --------------    ---------------
<S>                                                                     <C>               <C>
ASSETS

CURRENT ASSETS
         Cash and short term investments                                $    156,229       $    229,965
         Accounts receivable                                               2,364,887          2,453,701
         Prepaid expenses and other                                          504,800            281,384
                                                                       --------------     --------------
                                                                           3,025,916          2,965,050
                                                                       --------------     --------------

Capital assets                                                             3,621,517          2,329,847
Other assets                                                               3,649,782          4,005,769
Deferred income taxes                                                      1,006,999            766,270
                                                                       --------------     --------------
                                                                        $ 11,304,214       $ 10,066,936
                                                                       ==============     ==============

LIABILITIES

CURRENT LIABILITIES
         Bank Indebtedness (note 3)                                     $  1,601,333        $ 1,401,096
         Accounts payable and accrued liabilities                          2,258,980          1,917,153
         Restructuring reserve                                               165,611            356,889
         Current portion of long-term debt                                   134,348            172,145
                                                                       --------------     --------------
                                                                           4,160,272          3,847,283

Long term debt                                                               416,714            518,339
Minority interest                                                          1,541,559               --
Deferred income taxes                                                        458,534            470,383
                                                                       --------------     --------------
Commitments (note 7)                                                       6,577,079          4,836,005
                                                                       --------------     --------------

SHAREHOLDERS' EQUITY
         Capital Stock                                                     8,648,495          8,251,290
         Convertible Debenture                                               405,371            405,371
         Contributed surplus                                               1,022,100          1,022,100
         Deficit                                                          (5,471,823)        (4,335,566)
         Cumulative translation adjustment                                   122,992           (112,264)
                                                                       --------------     --------------
                                                                           4,727,135          5,230,931
                                                                       --------------     --------------
                                                                        $ 11,304,214       $ 10,066,936
                                                                       ==============     ==============
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                  statements.


<PAGE>


                          MED-EMERG INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
      FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED),
                          AND JUNE 30, 1999 (UNAUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                                                     Three Months Ended             Six Months Ended
                                                                 --------------------------    --------------------------
                                                                    June 30       June 30        June 30        June 30
                                                                     2000           1999           2000           1999
                                                                 -----------    -----------    -----------    -----------
<S>                                                              <C>            <C>            <C>            <C>
REVENUE                                                          $ 4,519,225    $ 3,099,076    $ 8,318,818    $ 5,896,897
PHYSICIAN FEES AND OTHER DIRECT COSTS                              2,843,671      2,223,994      5,118,225      4,258,288
                                                                 -----------    -----------    -----------    -----------
                                                                   1,675,554        875,082      3,200,593      1,638,609
                                                                 -----------    -----------    -----------    -----------
EXPENSES
          Salaries and benefits                                      928,130        407,421      1,633,501        751,108
          General and administration                                 101,001        152,856        260,736        259,645
          Occupancy costs and supplies                               475,178        182,326        907,540        322,871
          Public company costs                                        33,785         75,139         55,477        153,600
          Physician recruitment and marketing                         28,076         36,908         76,019         75,123
                                                                 -----------    -----------    -----------    -----------
                                                                   1,566,170        854,650      2,933,273      1,562,347
                                                                 -----------    -----------    -----------    -----------
 INCOME BEFORE HEALTHYCONNECT.COM, DEPRECIATION,
          AMORTIZATION, INTEREST, TAXES & FINANCING COSTS            109,384         20,432        267,320         76,262
          HealthyConnect.com development costs                       703,192        103,503      1,169,136        206,142
 INCOME BEFORE DEPRECIATION, AMORTIZATION                        -----------    -----------    -----------    -----------
          INTEREST, TAXES & FINANCING COSTS                         (593,808)       (83,071)      (901,816)      (129,880)
                                                                 -----------    -----------    -----------    -----------
          Depreciation                                                91,083         61,411        186,933        110,280
          Interest and financing expense                              45,341          5,811         94,946          7,573
          Goodwill amortization                                       94,174         15,249        185,339         29,603
                                                                 -----------    -----------    -----------    -----------
                                                                     230,598         82,471        467,218        147,456
                                                                 -----------    -----------    -----------    -----------
LOSS BEFORE INCOME TAXES AND GOODWILL AMORTIZATION                  (824,406)      (165,542)    (1,369,034)      (277,336)
          Income taxes (recovery)                                   (181,369)       (72,838)      (301,186)      (122,028)
                                                                 -----------    -----------    -----------    -----------
NET LOSS BEFORE PREFERRED SHARE DIVIDENDS                           (643,037)       (92,704)    (1,067,848)      (155,308)
          Preferred share dividends                                  (34,051)       (33,032)       (68,409)       (66,717)
                                                                 -----------    -----------    -----------    -----------
NET LOSS                                                            (677,088)      (125,736)    (1,136,257)      (222,025)
Deficit, beginning of the year                                    (4,794,735)    (7,226,566)    (4,335,566)    (7,130,277)
                                                                 -----------    -----------    -----------    -----------
DEFICIT, END OF THE YEAR                                         $(5,471,823)   $(7,352,302)   $(5,471,823)   $(7,352,302)
                                                                 ===========    ===========    ===========    ===========
BASIC AND FULLY DILUTED LOSS, PER SHARE                          $     (0.12)   $     (0.04)   $     (0.20)   $     (0.07)
                                                                 ===========    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                           5,653,825      2,975,853      5,653,825      2,975,853
                                                                 ===========    ===========    ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                          MED-EMERG INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
          AS AT JUNE 30, 2000 (UNAUDITED) AND JUNE 30, 1999 (UNAUDITED)
                                    (IN US$)


<TABLE>
<CAPTION>

                                                                                           June 30                  June 30
                                                                                            2000                     1999
                                                                                    ---------------------     -------------------
<S>                                                                                         <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss for the period                                                              $ (1,067,848)             $ (155,307)
       Adjustments for:
              Amortization of capital assets                                                     186,933                 110,280
              Goodwill amortization                                                              185,339                  29,603
              Amortization of bridge financing costs                                                   -                (136,156)
              Deferred income taxes                                                             (301,186)               (122,028)
              Stock compensation                                                                  39,398                       -
                                                                                    ---------------------     -------------------
                                                                                                (957,364)               (273,608)
       Increase (decrease) in non-cash working capital components                                (16,812)               (180,376)
                                                                                    ---------------------     -------------------
                                                                                                (974,176)               (453,984)
                                                                                    ---------------------     -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Additions to capital assets                                                            (1,478,603)               (428,805)
       Business acquisitions (note 4)                                                                  -                (130,365)
       Other assets                                                                              170,648                 (21,128)
                                                                                    ---------------------     -------------------
                                                                                              (1,307,955)               (580,298)
                                                                                    ---------------------     -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
       Bank indebtedness                                                                         200,237                 226,371
       Issue of common shares                                                                    357,806                       -
       Repurchase of shares                                                                            -                  (1,542)
       Term loans                                                                                      -                       -
       Obligation  / (obligations repaid) under capital lease                                    (37,797)                (28,347)
       Issuance/(repayment) of debt                                                             (101,625)                      -
       Due from affiliates                                                                             -                  20,197
       Minority interest                                                                       1,541,559                       -
       Dividends paid on preference shares                                                             -                 (67,042)
                                                                                    ---------------------     -------------------
                                                                                               1,960,180                 149,637
                                                                                    ---------------------     -------------------

Effect of foreign currency exchange rate changes                                                 248,215                (111,886)

INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS                                           (73,736)               (996,531)
Cash and short-term investments, beginning of year                                               229,965               1,090,582
                                                                                    ---------------------     -------------------
Cash and short-term investments, end of year                                                $    156,229              $   94,051
                                                                                    =====================     ===================

</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


1.       ORGANIZATION AND DESCRIPTION OF BUSINESS

         Med-Emerg International Inc. is a publicly traded company listed on the
         NASDAQ Exchange. The Company completed its initial public offering in
         February, 1998.

         Med-Emerg International Inc. is a physician management services
         organization specializing in the delivery of emergency and primary
         healthcare related services. The Company is committed through
         information technology and its physician management services to
         delivering an internet-based healthcare network with the objective of
         delivering quality and timely access to healthcare products and
         services. The Company has decided to continue to focus on the
         development of its internet based technology of HealthyConnect.com.
         Therefore, the Company has an on-going requirement to raise capital to
         finance the on-going technology developments of HealthyConnect.com.

         The Company's operations are divided into three divisions, Physician
         and Nurse Recruitment, Physician Management Services and
         HealthyConnect.com.

         On a contractual basis, the Company provides emergency department
         physician and nurse recruitment, staffing and administrative support
         services to hospitals. At June 30, 2000, the Company had 14 contracts
         for physician staffing and 6 contracts for nurse staffing.

         Under physician management services, the Company owns and manages
         medical clinic facilities providing physicians with the ability to
         practice within a professional managed network enabling the physician
         to concentrate on the clinical aspects of their practices. All the
         clinic assets including medical equipment are owned by the company. At
         June 30, 2000, the Company owned and managed 28 clinics.

         HealthyConnect.com is an internet-based health portal that will connect
         physicians, patients, third party payors and consumers to a "virtual
         world" of healthcare products and services. The Company is
         electronically connecting its clinical facilities and establishing
         strategic partnerships in delivering a comprehensive healthcare
         program.


2.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with Canadian generally accepted accounting
         principles for interim financial reporting. These financial statements
         consolidate, with minority interest, the accounts of Med-Emerg
         International Inc. and all wholly- and partially-owned subsidiaries of
         Med-Emerg International Inc.

         In the opinion of management, the unaudited interim consolidated
         financial statements contained in this report reflect all adjustments,
         consisting of only normal recurring accruals, which are necessary for a
         fair presentation of the financial position, and the results of
         operations for the interim periods presented. The results of operations
         for any interim period are not necessarily indicative of the results
         for the full year.

         These consolidated financial statements, footnote disclosures and other
         information should be read in conjunction with the consolidated
         financial statements and the notes thereto included in the Company's
         Annual Report on Form 10-K for the year ended December 31, 1999.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


3.       BANK COVENANTS

         The Company is required to comply with its bank covenant ratios. At
         June 30, 2000 the Company was not in compliance with these covenants.
         The Company is in the process of raising capital as indicated in note 7
         under commitments.


4.       ACQUISITIONS

         On June 19, 2000, the Company, through its subsidiary,
         Healthyconnect.com, Inc., purchased all of the outstanding securities
         of Harmonie Group, Inc. (Boston, Massachusetts), a leading provider
         of hospital based web enabled patient information management
         software. The Company purchased the securities of Harmonie in
         exchange for 2,600,000 Healthyconnect.com, Inc. common shares.
         Further, in the event that Healthyconnect.com, Inc. does not become
         a publicly traded company within fourteen months of the close of the
         transaction, the former shareholders of Harmonie shall have the
         option to convert the Healthyconnect.com, Inc. common shares into
         an aggregate 1,100,000 Med-Emerg common shares and a $1,425,000
         convertible debenture, payable at Med-Emerg's sole option, in either
         cash or shares, for a period of five (5) years.

         Effective November 5, 1999, the Company purchased all of the
         outstanding securities of YFMC Healthcare Inc. in exchange for similar
         securities of Med-Emerg International Inc. on the following basis:

         i.       In the case of holders of YFMC Common Shares, one Med-Emerg
                  Common Share was issued for every 6 7/8 shares of YFMC. This
                  resulted in the issuance of 1,658,566 Med-Emerg Common Shares.
         ii.      In the case of holders of YFMC Preferred Shares, one Med-Emerg
                  Common Share was issued for every 10 YFMC First Preferred
                  Shares, resulting in the issuance of 100,000 Med-Emerg Common
                  Shares.
         iii.     In the case of holders of YFMC Series A Warrants, one
                  Med-Emerg Series A Warrant was issued for every 8 warrants of
                  YFMC, resulting in the issuance of 44,585 Med-Emerg Series A
                  Warrants.
         iv.      In the case of holders of YFMC Series B Warrants, one
                  Med-Emerg Series B Warrant was issued for every 8 warrants of
                  YFMC, resulting in the issuance of 44,585 Med-Emerg Series B
                  Warrants.
         v.       In the case of holders of YFMC stock options, one Med-Emerg
                  stock option for every 8 YFMC stock options.

         The Company has determined that there will be integration costs
         associated with the business combination with YFMC Healthcare Inc. The
         Company plans to dispose of duplicate functions and unprofitable
         operations as part of a formal plan of integration. At December 31,
         1999 a liability of $356,889 has been established as the estimated cost
         of the integration plan. The Company expects to complete the plan by
         September 30, 2000.

         In addition, during the fiscal year 1999, the Company also acquired
         ownership interest in the following companies that operate medical
         clinics: 45% of Medical Urgent Care Inc., 51% of Caremedics (Elmvale)
         Inc. and 51% of York Lanes Health Centres Ltd. The following is a
         summary of the assets purchased and liabilities assumed with the
         exception of Harmonie Group, Inc.:


<PAGE>

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


4.       ACQUISITIONS (cont'd)

<TABLE>
<CAPTION>
                                                  YFMC
                                               Healthcare           Other
                                                  Inc.           Acquisitions        Total
                                            --------------------------------------------------
<S>                                              <C>              <C>              <C>
         Current assets                          $   666,495      $    23,052      $   689,547
         Capital assets                            1,381,885          374,136        1,756,021
         Other long-term assets                      702,656             --            702,656
         Goodwill                                  1,736,571          170,821        1,907,392
         Less liabilities assumed                 (1,394,439)        (361,612)      (1,756,051)
         Less reverse for restructuring             (356,889)            --           (356,889)
         Less minority interest                         --            (28,221)         (28,221)
                                            --------------------------------------------------
         Purchase price                            2,736,279          178,176        2,914,455
         Less: share consideration                (2,232,906)            --         (2,232,906)
         Less: stock options and warrants            (41,775)            --            (41,775)
                                            --------------------------------------------------
         Cash consideration                      $   461,598      $   178,176      $   639,774
                                            --------------------------------------------------
                                            --------------------------------------------------
</TABLE>


5.       CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES

         These consolidated financial statements have been prepared in
         accordance with Canadian generally accepted accounting principles
         ("Canadian GAAP"), which conform in all material respects applicable to
         the Company, with those in the United States ("U.S. GAAP") during the
         periods presented except with respect to the following:

         Consolidated statements of operations

         If United States GAAP were employed, net loss for the period would be
         adjusted as follows:


<TABLE>
<CAPTION>

                                                                  June            June
                                                                  2000            1999
                                                                -----------    -----------
<S>                                                             <C>            <C>
         Net income (loss) based on Canadian GAAP               $(1,067,846)   $ (248,422)
         Start-up costs amortized/(deferred)                         11,055        11,055
         Deferred acquisition costs
                                                                -----------    -----------
         Net loss based on United States GAAP                   $(1,056,791)   $ (237,367)
                                                                -----------    -----------
         Primary loss per share                                 $     (0.19)   $    (0.08)
                                                                -----------    -----------
                                                                -----------    -----------

</TABLE>

<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


5.       CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (cont'd)

         If United States GAAP were employed, deficit, other assets, prepaid and
         other assets, and total liabilities would be adjusted as follows:


<TABLE>
<CAPTION>


                                                                                 June             December
                                                                                 2000               1999
                                                                             -------------      -------------
<S>                                                                          <C>                <C>
           Deficit based on Canadian GAAP                                    $  (5,471,821)     $  (4,335,566)
           Start-up costs deferred                                                (231,096)          (255,040)
           Goodwill amortization                                                  (185,339)            (8,925)
                                                                             -------------      -------------
                                                                             $  (5,888,256)     $  (4,599,531)
                                                                             -------------      -------------
                                                                             -------------      -------------
           Other assets based on Canadian GAAP                               $   3,649,782      $   4,005,768
           Start-up costs deferred                                                (231,096)          (255,040)
           Goodwill on purchase of YFMC Healthcare Inc.                          1,098,895          1,087,872
                                                                             -------------      -------------
                                                                             $   4,517,581      $   4,838,600
                                                                             -------------      -------------
                                                                             -------------      -------------

           Total liabilities based on Canadian GAAP                          $   6,577,078      $   4,836,005
           Convertible debenture                                                   405,371            405,371
                                                                             -------------      -------------
                                                                             $   6,982,449      $   5,241,376
                                                                             -------------      -------------
                                                                             -------------      -------------
</TABLE>

         (a)    Deferred Income Taxes

                Under U.S. GAAP, the Company is required to follow Statement of
                Financial Accounting Standards (SFAS No. 109) "Accounting for
                Income Taxes", which requires the use of the "asset and
                liability method" of accounting for deferred income taxes, which
                gives recognition to deferred taxes on all "temporary
                differences" (differences between accounting basis and tax basis
                of the Company's assets and liabilities, such as the
                non-deductible values attributed to assets in a business
                combination) using current enacted tax rates. In addition, SFAS
                No. 109 requires the Company to record all deferred tax assets,
                including future tax benefits of capital losses carried forward,
                and to record a "valuation allowance" for any deferred tax
                assets where it is more likely than not that the asset will not
                be realized. The Company has followed this method under Canadian
                GAAP.


         (b)    Deferred Start-up Costs

                Under Canadian GAAP, development and start-up costs, which meet
                certain criteria, are deferred and amortized. Under United
                States GAAP, development and start-up costs are expensed as
                incurred.

<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


5.       CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (cont'd)

         (c)    Convertible Debenture

                Under U.S. GAAP, convertible debentures are presented as
                liabilities, regardless of the attributes of the convertible
                debenture, and transferred to equity upon conversion, whereas,
                under Canadian GAAP, the likelihood of conversion to equity is
                considered in determining the classification between liability
                or equity.

         (d)    Earnings Per Share

                U.S. GAAP requires common shares and warrants to purchase common
                shares, issued or exercisable at prices below the initial public
                offering ("I.P.O.") price and which were issued within one year
                prior to the initial filing of the registration statement
                relating to the I.P.O., to be treated as if the common shares
                were outstanding from the beginning of the period in the
                calculation of weighted average number of common shares
                outstanding and loss per share, even where such inclusion is
                anti-dilutive. Primary earnings per common share is determined
                using the weighted average number of shares outstanding during
                the year, adjusted to reflect the application of the treasury
                stock method for outstanding options and warrants in accordance
                with U.S. GAAP.

          (e)   Stock Compensation

                Statement of Financial Accounting Standards No. 123, "Accounting
                for Stock-Based Compensation" (SFAS 123), was issued by the
                Financial Accounting Standards Board in October 1995. SFAS 123
                establishes financial accounting and reporting standards for
                transactions in which an entity issues its equity instruments to
                acquire goods or services from non-employees, as well as
                stock-based employee compensation plans. All transactions in
                which goods or services are the consideration received for the
                issuance of equity instruments are to be accounted for based on
                the fair value of the consideration received or the fair value
                of the equity instrument issued, whichever is more reliably
                measurable.

                For those transactions described in note 9 of the audited
                consolidated financial statements for Med-Emerg International
                Inc. for the year ended December 31, 1999 and under SFAS 123:


                -   the issuance of 125,000 common shares to promissory note
                    holders resulted in a charge to income (finance expense)
                    over the term of the related promissory note payable, at
                    $2.05 per share equal to $256,250 of which $196,943 has been
                    charged to earnings in the year ended December 31, 1997 and
                    $50,470 has been charged to earnings in the period ended
                    December 31, 1998.

                -   the issuance of 50,000 shares to a director for services
                    rendered resulted in a charge to income at $2.05 per share
                    equal to $100,400 in the year ended December 31, 1997.

                -   the issuance of an option on November 1, 1996 to a director
                    to acquire 700,000 shares (note 13) has resulted in a charge
                    to income equal to $934,033 in 1996 based on $2.05 per
                    share, and the "minimum value" method of calculation
                    permitted under SFAS 123 for non-public entities.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999



5.       CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (cont'd)

                As allowed by SFAS 123, the Company has decided to continue to
                use Accounting Principles Board Opinion No. 25 "Accounting for
                Stock Issued to Employees" in accounting for the Company's Stock
                Option Plan (the "Plan") for U.S. GAAP purposes, pursuant to
                which there is no significant difference between U.S. and
                Canadian GAAP in the accounting for the granting of options
                under the Plan.

         (f)    Goodwill

                Under U.S. GAAP, the purchase price of an acquisition involving
                the issuance of shares is determined based on the share price
                for the period surrounding the announcement date of the
                acquisition. The share price used for the YFMC Healthcare Inc.
                acquisition under U.S. GAAP was $1.859. Under Canadian GAAP, the
                purchase price is determined based on the share price on the
                date the transaction is consummated. The share price used for
                the YFMC Healthcare Inc.
                acquisition under Canadian GAAP was $1.25.

         (g)    Shareholders' Equity

                Under U.S. GAAP, loans issued to officers to acquire stock are
                presented as a deduction from shareholders' equity (deficit).

                Under Canadian GAAP, the detachable stock purchase warrants
                issued as in conjunction with the private stock offering on
                January 22, 1996 and subsequently surrendered, all as described
                in note 13, have been given no recognition in the financial
                statements.

                Under U.S. GAAP, detachable stock purchase warrants are given
                separate recognition from the primary security issued. Upon
                initial recognition, the carrying amount of the two securities
                is allocated based on the relative fair values at the date of
                issuance. Under U.S. GAAP, based on an ascribed fair value of
                $0.364 for each of the 1,000,000 share warrants issued, share
                capital would be lower by $36,406 and, given that the stock
                purchase warrants were cancelled during the year, the carrying
                amount of contributed surplus would be increased by $36,406.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999



5.       CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (cont'd)

                The effect on shareholders' equity would be as follows:

<TABLE>
<CAPTION>


                                                                                  June            December
                                                                                  2000              1999
                                                                             --------------     --------------
<S>                                                                          <C>                <C>
         Capital stock (as previously shown)                                 $    8,648,495     $    8,251,290
         Capital stock issued on purchase of YFMC Healthcare Inc.                 1,087,872          1,087,872
         Ascribed fair value of share purchase warrants issued                      (36,406)           (36,406)
                                                                             --------------     --------------
         Capital stock - U.S. GAAP                                                9,699,961          9,302,756
         Share purchase loan to officer                                             (44,978)           (44,978)
                                                                             --------------     --------------
         Net capital stock - U.S. GAAP                                            9,654,983          9,257,778
                                                                             --------------     --------------
         Convertible debenture (as previously shown)                                405,371            405,371
         Convertible debenture included in long-term debt                          (405,371)          (405,371)
                                                                             --------------     --------------
         Convertible debenture - U.S. GAAP                                              -                  -
         Contributed surplus (as previously shown)                                1,022,100          1,022,100
         Share purchase warrants                                                     36,406             36,406
                                                                             --------------     --------------
         Contributed surplus - U.S. GAAP                                          1,058,506          1,058,506
                                                                             --------------     --------------
         Deficit - U.S. GAAP                                                     (5,888,256)        (4,599,531)
                                                                             --------------     --------------
         Shareholders' equity (deficit) - U.S. GAAP                          $    4,825,233     $    5,716,753
                                                                             --------------     --------------
                                                                             --------------     --------------

</TABLE>


         (h)    Comprehensive Income

                Statement of Financial Accounting Standards No. 130, "Reporting
                Comprehensive Income" (SFAS 130), was issued by the Financial
                Accounting Standards Board in June 1997. SFAS 123 establishes
                standards for reporting and display of comprehensive income and
                its components in the financial statements. SFAS 130 is
                effective for fiscal years beginning after December 15, 1997.
                Reclassification of financial statements for earlier period
                provided for comparative purposes is required.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


6.       SEGMENTED INFORMATION

         The Company operates under three divisions: Physician and Nurse
         Recruitment, Physician Management Services and Integrated Health
         Services Delivery Network (IHSDN).

         The Physician and Nurse Recruitment involves contracting with hospitals
         for the provision of physician staffing, nurse staffing and
         administrative support services. The Company also contracts with
         clinical facilities and local communities for the locum or permanent
         placement of a physician in a community.

         The Physician Management Services division owns and manages medical
         clinic facilities, which provide physicians with the ability to
         practice medicine in a professionally managed environment. The clinics
         include family practice, walk-in services, and other related services
         such as massage therapy and chiropractic services.

         The IHSDN division involves electronically linking clinic facilities
         and other healthcare service providers into a network. This
         internet-based network will provide healthcare professionals and
         consumers access to medical services, products, communications and
         information tools.

         Details are as follows:

<TABLE>
<CAPTION>
                                                                 June 30, 2000
                                               ---------------------------------------------------
                                               Physician      Physician
                                               & Nurse        Management
                                               Recruiting     Services      IHSDN     Consolidated
                                               ---------------------------------------------------
                                                          Three months ended June 30, 2000
                                               ---------------------------------------------------
<S>                                            <C>         <C>            <C>          <C>
Revenue                                        1,915,858   2,603,367          -        4,519,225
Gross Margin                                     397,740   1,277,815          -        1,675,555

Operating income before Corporate Overhead       260,082     256,911      (703,192)    (186,199)
& Public Company-related costs
Corporate Overhead                                  -           -              -        (373,823)
Public Company-related costs                        -           -              -         (33,785)
                                                                                       ------------
Operating loss                                                                          (593,807)



                                                       Six months ended June 30, 2000
                                               ---------------------------------------------------
Revenue                                        3,795,981   4,522,837           -       8,318,818
Gross Margin                                     701,649   2,498,944           -       3,200,593

Operating income before Corporate Overhead       465,992     461,931    (1,168,682)     (240,759)
& Public Company-related costs
Corporate Overhead                                                                      (605,602)
Public Company-related costs                                                             (55,454)
                                                                                      -----------
Operating loss                                                                          (901,816)


Assets employed at period end                  3,369,491   7,191,655       743,066    11,304,212
Depreciation and amortization                      -         372,277         -           372,277
                                               --------------------------------------------------
                                               --------------------------------------------------
</TABLE>





<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Six months ended June 30, 2000 and 1999


6.       SEGMENTED INFORMATION (cont'd)


<TABLE>
<CAPTION>


                                                                            June 30, 1999
                                                     ----------------------------------------------------------
                                                       Physician       Physician
                                                         & Nurse      Management
                                                      Recruiting        Services       IHSDN       Consolidated
                                                      ----------      -----------      -----       ------------
                                                                   Three months ended June 30, 1999
                                                                   --------------------------------
<S>                                                      <C>             <C>          <C>             <C>
           Revenue                                     1,976,830       1,122,246           -         3,099,076
           Gross margin                                  336,401         538,680           -           875,082

           Operating income before Corporate Overhead
             & Public Company-related costs              237,741          76,292       (103,950)       210,084
           Corporate Overhead                                -               -             -          (218,017)
           Public Company-related costs                      -               -             -           (75,139)
                                                                                                   ------------
           Operating loss                                                                              (83,071)

                                                                   Six months ended June 30, 1999
                                                     ----------------------------------------------------------
           Revenue                                     3,746,896       2,150,001             -       5,896,897
           Gross margin                                  637,572       1,001,037             -       1,638,609

           Operating income before Corporate Overhead
             & Public Company-related costs              456,248         196,654        (206,739)      446,163
           Corporate Overhead                                                                         (422,261)
           Public Company-related costs                                                               (153,780)
                                                                                                   ------------
           Operating loss                                                                             (129,879)
           Assets employed at period end               3,564,238       2,045,197         184,715     5,794,149
           Depreciation and amortization                  48,926          90,957             -         139,883
</TABLE>


7.       COMMITMENTS

         On March 1, 2000, the Company issued a private placement memorandum for
         equity financing pursuant to which the Company sold 300,000 shares
         of its common stock at a price of $2.00 per share resulting in gross
         proceeds of $600,000.

         On May 25, 2000, the Company and Healthyconnect.com, Inc. entered into
         an agency agreement with BNP (Canada) Securities Inc. wherein BNP
         will act as agent for a private placement of Healthyconnect.com, Inc.
         Common Shares. The terms and conditions of the agreement, provides,
         amongst other things, the following: (1) the size of the offering
         will have an aggregate value of $6,000,000US, representing a
         value of 30% of the Healthyconnect.com, Inc. Common Shares;
         (2) Subscribers of the offering shall have the right to convert
         their Healthyconnect.com, Inc. Common Shares into Med-Emerg
         Common Shares, exchangeable upon certain conditions to be
         negotiated. In the event that subscribers of the offering
         elect to convert their Healthyconnect.com, Inc. Common Shares
         into Med-Emerg Common Shares, then holders of Med-Emerg Common
         Shares, at such time, will have their interests in Med-Emerg
         diluted. To date, the Company raised $300,000 on the issuance of
         433,928 common shares and 433,928 warrants (convertible at
         $0.69136USD) shares of HealthyConnect.com, Inc.

<PAGE>


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

OVERVIEW

Med-Emerg International Inc. ("Med-Emerg" or the "Company"), based in Ontario,
Canada, is a provider of a broad range of quality healthcare management
services. Established in 1983, the Company specializes in the coordination and
contract staffing of emergency physicians for hospitals and clinics in Canada.
Though emergency-related services are still an important component of the
Company's business, Med-Emerg has expanded to offer a wide variety of medical
services including recruitment, nurse staffing, physician management services
and an internet-based healthcare network.

Med-Emerg is positioned to establish industry leadership by providing integrated
professional management services in the delivery of healthcare to the healthcare
consumer. The Company's operations are divided into three divisions: Physician
and Nurse Recruitment Services, Physician Management Services and an internet
based healthcare network called HealthyConnect.com. Med-Emerg's strategy is to
remain focussed on these three divisions while continuing to broaden its
consolidation of physicians over a wider geographic base. Med-Emerg believes
that it is well positioned to benefit from the aging of the baby boomer
population, to capitalize on recent developments within the North American
healthcare environment and to integrate opportunities available through internet
technology. Specifically, the Company's strategy is to leverage its 15 years of
physician recruitment experience in becoming a dominant player in Physician
Management Services and to develop an internet-based healthcare network that
connects physicians, patients, third party payors and consumers to a "virtual
world" of healthcare products, services and health information.

The Company continues to promote its medical manpower staffing services
throughout Canada. Demand for emergency care has grown significantly over the
past ten years, notwithstanding the small proportion of physicians focusing on
emergency medicine. Moreover, recruitment of experienced emergency medicine
practitioners by hospitals in other countries is intense and such demand is
expected to continue for some time. Given the uncertainties associated with
patient volumes in several Ontario hospital emergency departments, the pool of
available physicians willing to practice emergency medicine has been declining.

The Company's ability to provide solutions and source physicians and highly
skilled nurses will be enhanced by its success in developing its dominant status
in the Physician Management Services Organization (PMSO) sector. The Company's
business strategy is to integrate and through its physicians program offer the
family physician a comprehensive practice opportunity. Management believes that
the creation of a dominant PMSO status will significantly contribute to the
Company's efforts in growing its emergency services recruitment division.

On March 22, 2000, the Company launched HealthyConnect.com, an internet-based
e-commerce health portal. HealthyConnect.com has been strategically designed to
provide an end to end solution for the information needs of the healthcare
sector. The Company will pursue both a business to business and business to
consumer e-commerce strategy connecting physicians, hospitals, third-party
payors and consumers and will allow all participants to access and exchange
healthcare related information, purchase healthcare products and services, and
communicate more cost-effectively with one another. HealthyConnect.com will
deliver healthcare services and products and provide timely access to reliable
healthcare information through the utilization of advanced telecommunication
technology.

Targeted purchasers of HealthyConnect.com on line applications are consumers,
healthcare institutions, physicians and other healthcare providers and
healthcare product suppliers. Consumers will benefit from 24-hour, 7-day a week
access, via the internet and telephone, to Med-Emerg's healthcare service
provider network. In addition, consumers will have multiple site secure access
to their own and their family members' electronic medical records, access to a
physician management health and wellness centre and convenient at-home shopping
for healthcare products and services.

On March 29, 2000, HealthyConnect.com, Inc. and DocISP.com (King of Prussia,
Pennsylvania), an internet service provider designed for physicians and allied
health professionals, entered into a joint venture agreement to combine their
on-line product offering. DocISP.com provides free unrestricted internet


<PAGE>

access, web site hosting and support, e-mail, e-health commerce, customized
medical news, research, practice management systems and tools, continuing
medical education, and various other web-enabled capabilities currently under
development. HealthyConnect.com and DocISP.com will co-brand their products and
employ existing distribution and sales resources to establish products in the
market.

On June 19, 2000, HealthyConnect.com, Inc. and Harmonie Group, Inc. (Boston,
Massachusetts), entered into an agreement and plan of merger whereby
Healthyconnect.com, Inc. purchased all of the outstanding shares of
Harmonie Group, Inc. in exchange for 2,600,000 common shares of
Healthyconnect.com, Inc. As part of the transaction, the Company entered
into a conditional stock exchange agreement with the shareholders
of Harmonie Group, Inc., which provides that, in the event that
Healthyconnect.com, Inc. does not become a publicly traded company
within fourteen months of the close of the transaction, the Harmonie
Group, Inc. shareholders shall have the option to convert the
Healthyconnect.com, Inc. common shares into an aggregate 1,100,000
Med-Emerg common shares and a $1,425,000 convertible debenture, payable
at Med-Emerg's sole option, in either cash or shares. Harmonie Group, Inc.
developed a software called HARMONIE WEBKIT FOR HEALTH CARE, which delivers
three essential functions: authoring/editing system, advanced content
management capabilities and utilization of legacy data.

On June 21, 2000, HealthyConnect.com, Inc. and Travelbyus.com Ltd. entered
into agreement which combines online consumer products in the travel and
healthcare sectors. The terms of the agreement provide, amongst other things,
for the issuance of 1,200,000 HealthConnect.com, Inc. common shares to
Travelbyus and, in addition, the purchase by Travelbyus of $2,500,000US of
HealthyConnect.com, Inc. stock in exchange for 1,000,000 Travelbyus common
shares.

HealthyConnect.com will enable physicians and other healthcare providers to
access reliable information and provide them with additional support in
delivering cost effective, high quality healthcare services. Benefits include
24-hour coverage for patients, access to a comprehensive physician medical
reference database, online continuing medical education courses, tools for
chronic disease management, and participation in clinical trials and web
casting. HealthyConnect.com will link healthcare product and service suppliers
with our clinical network family. Convenient and secure access and at
home/office browsing and purchasing capabilities will facilitate direct sales
opportunities for member suppliers. Healthcare product and service suppliers
that may benefit from using HealthyConnect.com include pharmaceutical companies,
insurance companies, employers, government, managed care organizations,
physicians and hospitals.

HealthyConnect.com has assembled several key strategic partners that will
provide health information content, end to end transaction processing capability
and e-commerce goods and services to its customers. HealthyConnect.com has
negotiated, amongst others, a relationship with AstraTek, a software product
development firm, delivering advanced technologies to Fortune 1000 companies and
financial institutions and Data General, a leading supplier of servers and
storage systems, and services for information systems users worldwide. AstraTek
assisted in the development and launch of the HealthyConnect.com portal. Data
General will provide a consolidated computing infrastructure to support
HealthyConnect.com including hardware, software and network support.

Management of Med-Emerg sees HealthyConnect.com as a significant opportunity to
create a profitable business line while providing healthcare organizations with
new web-based technologies to increase practice efficiency, achieve measurable
cost savings and improve the quality of care.

On February 18, 2000, the Company announced the signing of a Business
Combination Agreement ("BCA") to purchase all of the issued and outstanding
shares of Laser Rejuvenation Clinics Ltd. ("LRC"), a publicly listed company
on the Canadian Venture Exchange, on the basis of one Med-Emerg common share
and 1/3 of a warrant to purchase a Med-Emerg common share at a price of
US$3.00 per share for every 12.85 shares of LRC. The BCA contained certain
conditions which were not met, thereby terminating the BCA and all
obligations of both parties under the BCA.

On November 5, 1999, the shareholders of the Company approved the issuance of up
to 1,799,502 additional common shares in connection with the take over bid by
the Company for all the issued and outstanding securities of YFMC Healthcare
Inc. ("YFMC"), a Canadian physician management services organization that owns
and manages 22 medical clinics. Pursuant to the business combination agreement,
dated August 10, 1999, the Company mailed a take-over bid circular on November
5, 1999 to all YFMC shareholders making an offer to purchase all the issued and
outstanding securities of YFMC on the following basis:

a.       In the case of holders of YFMC Common Shares, one Med-Emerg Common
         Share for every 6 7/8 shares of YFMC


<PAGE>

b.       In the case of holders of YFMC Series A Warrants, one Med-Emerg Series
         A Warrant for every 8 warrants of YFMC
c.       In the case of holders of YFMC Series B Warrants, one Med-Emerg Series
         B Warrant for every 8 warrants of YFMC
d.       In the case of holders of YFMC Preferred Shares, one Med-Emerg Common
         Share, subject to certain conditions, one Med-Emerg Common Shares for
         every 10 YFMC First Preferred Shares.

The Company issued 1,758,556 Common Shares to complete the transaction. In
addition, Med-Emerg substituted for every eight options to acquire YFMC Common
Shares under the YFMC Stock Option Plan, the right to acquire one Med-Emerg
Common Share at an exercise price of $1.75.

In March 1999, the Company purchased 51% of the outstanding capital of
Caremedics (Elmvale) Inc. ("Elmvale"), a multi-physician primary healthcare
clinic located in Ottawa, Canada. The Company entered into a five-year
management services agreement to manage the clinic for a monthly fee based on
revenues generated by the clinic.

In February 1999, the Company became party to a lease for the clinic located
within York University ("York Lanes") in Toronto, Canada. The Company has
entered into a five-year management services agreement to manage the clinic for
a monthly fee based on revenues generated by the clinic. The Company has a 51%
interest in the company that owns the clinic.

In January 1999, the Company acquired a 45% interest in an Urgent Care Centre,
Medical Urgent Care Inc. ("MUCI"). The Company developed and opened its first
Urgent Care Centre in September 1997. The Urgent Care Centre concept consists of
a group of emergency trained physicians, a medical laboratory, a diagnostic
radiology service, and a pharmacy, each of which must be present for the others
to co-exist, and each of which is provided by a separately owned company. The
Company manages the clinic component of the Urgent Care Centre and provides the
support staff for this component. Ownership of Medical Urgent Care Inc. is
shared with the group of emergency trained physicians that provides the medical
service in the clinic component.


RESULTS OF OPERATIONS

Six Months Ended June 30, 2000 compared to Six Months Ended
June 30, 1999

REVENUES. Revenues increased by $1,420,149 or 45.8% from $3,099,076 in the
second quarter of 1999 to $4,519,225 in the second quarter of 2000.
Year-to-date revenue increased by $2,421,921 or 41% to $8,318,818 for the six
months ended June 30, 2000 compared to $5,896,897 for the same period in
1999. The revenue growth is largely attributable to the acquisitions of YFMC
Healthcare Inc.

Revenues generated by Physician Management Services increased by $1,481,121 or
132% from $1,122,246 in the second quarter of 1999 to $2,603,367 during the
second quarter of 2000. For the six months ended June 30, 2000, Physician
Management Services revenue was $4,522,837, which represents an increase of
$2,372,836 over the six months ended June 30, 1999. The acquisition of YFMC
Healthcare Inc. acquired in November 1999 contributed $1,524,390 to revenue
for the three months ended and $2,366,617 for the six months ended June 30,
2000.

Revenues from Physician and Nurse Recruiting decreased by $60,972 or 3.0%
from $1,976,830 in the second quarter of 1999 to $1,915,858 during the second
quarter of 2000. Revenues for the six months ended June 30, 2000 were
$3,795,981, a $49,085 increase from the same period in 1999.

PHYSICIAN FEES AND OTHER DIRECT COSTS. Physician fees and direct costs, which
primarily represents fees to contract physicians, increased $619,677 or 27.8%
from $2,223,994 in the second quarter of 1999 to $2,843,671 in the second
quarter of 2000. For the six months ended June 30, 2000, physician fees and
direct costs increased $859,937 or 20.1% to $5,118,225 from $4,258,288 for
the six months ended June 30, 1999. Physician fees and other direct costs
decreased as a percent of revenue, representing 61.5% of revenues for the six
months ended June 30, 2000 and 72.2% of revenues for the six months ended
June 30, 1999. The decrease as a percent of revenue is largely due to the mix
of revenue between Physician & Nurse Recruiting and Physician Management
Services. As the Physician

<PAGE>

Management Services revenues increase, the larger gross margin related to
Physician Management Services results in a decrease in physician fees and other
direct costs as a percent of revenue.

OPERATING EXPENSES. Operating expenses have increased by $2,333,922 or 132%
to $4,102,410 in the first six months of 2000 from $1,768,488 in the first
six months of 1999. For the second quarter ended June 30, 2000, operating
expenses were $2,269,363 which represents an increase of $1,311,210 or 136%
increase over operating expenses for the second quarter ended June 30, 1999.
There are several factors contributing to the increase in operating expenses,
including the development of the HealthyConnect.com division and the
acquisition of YFMC Healthcare Inc. in November 1999.

The company recently launched an integrated health services delivery network
called HealthyConnect.com. This internet-based healthcare network will
connect physicians, hospitals, third party payors and consumers and allow all
participants to access and exchange healthcare related information, purchase
products and services, and communicate more cost-effectively with one
another. During the second quarter of 2000, the company expensed $703,192 on
the development of this concept, for a total year-to-date HealthyConnect.com
development expense of $1,169,136.

During the fourth quarter of 1999, the company completed the acquisitions of
YFMC Healthcare Inc. This acquisition added $527,722 to operating expenses in
the second quarter of 2000 and $1,276,518 for the six months ended June 30,
2000.

NET PROFIT/LOSS. As a result of the above items, the Company reported income
before HealthyConnect.com, depreciation, amortization, interest, taxes, and
financing costs of $109,384 for the three months ended June 30, 2000 as
compared to net income of $20,432 for the three months ended June 30, 1999.
Income before HealthyConnect.com, depreciation, amortization, interest,
taxes, and financing costs for the six months ended June 30, 2000 was
$267,320 as compared to income of $76,262 for the six months ended June 30,
1999. The company reported a net loss of $643,037 for the three months ended
June 30, 2000 as compared to a net loss of $92,704 for the three months ended
June 30, 1999. For the six months ended, June 30, 2000, the Company reported
a net loss of $1,067,848 as compared to a net loss of $155,308 for the six
months ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2000, the company's working capital deficit totaled
$1,134,356. In addition, the company has available credit facilities for up
to approximately CDN$4,500,000 (US$3,095,975). The Company established credit
facilities that provide operating lines of credit amounting to CDN$2,600,000
(US$1,788,786), bearing interest at the bank's prime lending rate plus 0.5%
to 1.0% per annum with interest payable monthly, and capital lines of credit
amounting to CDN$1,850,000 (US$1,272,800). The capital lines of interest of
credit bear varying interest rates from the bank's prime lending rate plus
0.75% to 9.65% per annum. As at June 30, 2000, the Company has drawn
approximately $1,601,333 against the operating facility and $354,584 against
the capital facility.

In March 2000, the Company raised gross proceeds of $500,000 on the issuance
of 250,000 shares of Med-Emerg International Inc. In April 2000, the Company
raised an additional $100,000 on the issuance of 50,000 shares.
<PAGE>


The Company is in the process of raising funds for its development
initiatives in HealthyConnect.com. Subsequent to the end of the quarter, the
Company, through its agent BNP (Canada) Securities Inc., raised gross
proceeds of $300,000 on the issuance of 433,928 common shares and 433,928
warrants (convertible at $0.69136USD) shares of HealthyConnect.com,
a subsidiary of Med-Emerg International Inc. In addition, the Company
borrowed $175,000 from its strategic partner, Travel By Us, for the
continuing development of HealthyConnect.com. The $175,000 is repayable on
terms to be negotiated by the parties.

In order to provide the financing necessary for the further development of
HealthyConnect.com and the continued pursuit of the company's long-term
acquisition strategy, the company expects to issue equity and debt securities,
the availability and terms of which will depend upon market and other
conditions. There can be no assurance that such additional financing will be
available on terms acceptable to the company.

Forward-looking statements of Med-Emerg International Inc. included herein or
incorporated by reference including, but not limited to, those regarding future
business prospects, the acquisition of additional clinics, the adequacy of
capital resources and other statements regarding trends relating to various
revenue and expense items, could be affected by a number of uncertainties and
other factors beyond management's control.



ITEM 3:         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No disclosure required.
<PAGE>


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                          MED-EMERG INTERNATIONAL INC.



                          By:      /s/ Ramesh Zacharias

                                   Ramesh Zacharias
                                   Chief Executive Officer
Date:  August 22, 2000