<PAGE>

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

(MARK ONE)
      [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
                                       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 May 6, 2002, 9,253,827 shares of the registrant's Common Stock were
outstanding.


<PAGE>

                          MED EMERG INTERNATIONAL INC.

                  MARCH 31, 2002 QUARTERLY REPORT ON FORM 10-Q



                                TABLE OF CONTENTS

                          PART I FINANCIAL INFORMATION

                                                                            Page
                                                                          Number

Item 1.   Financial Statements .................................................
Item 2.   Management's Discussion and Analysis of Financial Condition and
               Results of Operations............................................
Item 3.   Quantitative and Qualitative Disclosures about market risk............


                            PART II OTHER INFORMATION

Item 4.   Exhibits and Reports on Form 8-K......................................

          Signatures............................................................


<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other statements,
which are other than statements of historical facts. These statements are
subject to uncertainties and risks including, but not limited to, product and
service demand and acceptance, changes in technology, economic conditions, the
impact of competition and pricing, government regulation, and other risks
defined in this document and in statements filed from time to time with the
Securities and Exchange Commission. All such forward-looking statements are
expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition, Med
Emerg International Inc. disclaims any obligations to update any forward-looking
statements to reflect events or circumstances after the date hereof.

PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


Consolidated Balance Sheets as of March 31, 2002
    (unaudited) and December 31, 2001 (audited) ...............................
Consolidated Statements for the three months ended March 31, 2002 and 2001.....
Consolidated Statement of Cash Flows for the three months ended
    March 31, 2002 and 2001....................................................
Notes to Unaudited Consolidated Financial Statements...........................

<PAGE>

                          MED-EMERG INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
          AS AT MARCH 31, 2002 (UNAUDITED)AND DECEMBER,2001 (AUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                               March 31            December 31
                                                 2002                  2001
                                               --------            -----------
ASSETS

CURRENT ASSETS
     <S>                                         <C>                    <C>
     Cash                                     $  207,583            $    4,806
     Accounts receivable                       3,094,995             2,418,664
     Prepaid expenses and other                  151,499               147,528
     Short term investments                                            102,051
                                               ---------             ---------
                                               3,454,077             2,673,049
                                               =========             =========

Capital assets                                   832,467               682,496
                                               ---------             ---------
Total assets                                  $4,286,544            $3,355,545
                                              ==========            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

     Bank Indebtedness (note 3)               $1,228,686            $1,128,330
     Accounts payable and accrued liabilities  4,250,730             3,311,897
     Restructuring reserve                         5,700                11,513
     Current portion of long-term debt            48,972               153,289
                                             -----------            ----------
                                               5,534,088             4,605,029

Long term debt                                   590,017               590,536
TOTAL LIABILITIES                              6,124,105             5,195,565
                                              ==========            ==========

Minority interest                                  4,500                 4,330

SHAREHOLDERS' EQUITY
     Capital Stock                            11,350,336            11,350,336
     Contributed surplus                       1,174,300             1,174,300
     Deficit                                 (13,989,709)          (13,990,374)
     Cumulative translation adjustment          (376,988)             (378,612)
                                             -----------            ----------
                                              (1,842,061)           (1,844,350)
                                             -----------            ----------
Commitments and contingencies (note 8)
                                              $4,286,544            $3,355,545
                                             ===========            ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

<Page>

                          MED-EMERG INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
             THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)
                                    (IN US$)


<TABLE>
<CAPTION>
                                                March                 March
                                                 2002                  2001
                                              ---------             ----------

<S>                                           <C>                   <C>
REVENUE                                       $9,741,534            $3,759,713

PHYSICIAN FEES AND OTHER DIRECT COSTS          8,184,961             2,276,606
                                              ----------            ----------
                                               1,556,573             1,483,107
                                              ----------            ----------
EXPENSES
     Salaries and benefits                    $  768,338            $  760,927
     General and administration                  192,584               161,827
     Occupancy costs and supplies                368,704               406,682
     Public company costs                         12,472                14,786
     Travel & Marketing                           34,838                42,589
                                              ----------            ----------
                                               1,376,936             1,386,811
                                              ----------            ----------

INCOME BEFORE INTEREST & FINANCING COSTS,
     AMORTIZATION, HEALTHYCONNECT.COM & TAXES    179,637                96,295

     Interest and financing expense               87,581                50,501
     Amortization of capital assets               54,456                44,101
     Amortization of goodwill                         --                37,102
     Amortization of other assets                     --                43,887
     Amortization of Healthy Connect.com software     --               115,025
     Healthy Connect.com development costs            --               156,270
     Dilution Gain                                    --               (25,938)
                                              ----------            ----------
                                                 142,037               420,948

                                              ----------            ----------

OPERATING INCOME (LOSS) BEFORE INCOME TAXES       37,600              (324,653)
     Income taxes (recovery)                          --              (129,861)
                                              ----------            ----------

NET INCOME (LOSS) BEFORE MINORITY
  INTERES & PREFERRED SHARES                      37,600              (194,792)

     Minority Interest                             3,191               (59,055)
                                              ----------            ----------

NET INCOME (LOSS) BEFORE PREFERRED
  SHARE DIVIDENDS                                 34,409              (135,737)

     Preferred share dividends                   (33,744)              (33,750)
                                              ----------            ----------

NET INCOME (LOSS)                                    665              (169,487)

DEFICIT, BEGINNING OF THE PERIOD             (13,990,374)           (6,634,409)
                                              ----------            ----------

DEFICIT, END OF THE PERIOD                  $(13,989,709)          $(6,803,896)
                                            ============           ===========

BASIC INCOME (LOSS) PER COMMON SHARE        $       0.00           $     (0.03)
                                            ============           ===========
WEIGHTED AVERAGE BASIC NUMBER OF
  COMMON SHARES                                9,253,827             5,243,825
                                            ============           ===========
</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 MARCH 31, 2002 AND 2001 (UNAUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                               March 31                March 31
                                                 2002                    2001
                                             ----------              ----------
<S>                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss) for the period         $      665            $ (169,487)
     Adjustments for:
          Amortization of capital assets          54,456                44,101
          Amortization of goodwill and
               other assets                           --               196,014
          Deferred income taxes                       --              (129,861)
          Dilution gain from HealthyConnect.com       --               (25,938)
          Minority interest                           --               (59,055)
                                              ----------             ---------

                                                  55,121              (144,226)
                                              ----------             ---------
     Increase in non-cash working
       capital components                        252,718                89,458
                                              ----------             ---------
                                                 307,839               (54,768)
                                              ==========             =========

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to capital assets                (205,008)              (20,463)
     Proceeds from sale of investment in Next
     Generation Technology Holdings, Inc.        102,051                    --
                                              ----------             ---------
                                                (102,957)              (20,463)
                                              ----------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Bank indebtedness                           100,356               (16,231)
     Repayment of debt                          (104,836)              (42,312)
     Due to minority Interest                        170                54,363
     Due to related parties                           --                24,671
                                              ----------             ---------
                                                  (4,310)               20,491
                                              ----------             ---------

Effect of foreign currency exchange
  rate changes                                     2,205                 5,819

INCREASE (DECREASE) IN CASH                      202,777               (48,921)
Cash, beginning of period                          4,806               121,765
                                              ----------             ---------
Cash, end of period                          $   207,583            $   72,844
                                              ==========             =========
</TABLE>

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

<PAGE>

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Three months ended March 31, 2002 and 2001

1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

     Med-Emerg International Inc. is a leading private sector provider of
     quality healthcare management services to the Canadian healthcare industry.

     Med-Emerg International Inc. is a publicly traded company. The Common
     Shares and Redeemable Common Stock Purchase Warrants have been listed on
     the Boston Stock Exchange since February 12, 1998. From February 12, 1998
     to April 16, 2001 the Company's Common shares and Redeemable Common Stock
     Purchase Warrants were listed on the NASDAQ Small Cap Market. Since April
     16, 2001, the Company's Common Shares have been listed on the OTC Bulletin
     Board.

     The Company's operations are divided into five units: Hospital Staffing,
     Medical Clinics, Department of National Defence, Pharmaceutical Support and
     Long-Term Care. The following represents a brief description of those
     units.

     HOSPITAL STAFFING

     The Company provides ER physician staffing services to hospitals in
     Ontario, a mix of rural and urban facilities including tertiary care
     centers. The Company pays its physicians on an hourly or sessional basis,
     and receives a fixed monthly administrative management fee from each
     hospital. The Company also provides nursing coverage to hospital emergency
     departments on a shift-by-shift basis. The Company charges a fixed hourly
     rate for every hour of nursing coverage provided. During the first quarter
     of 2002, the hospital staffing unit provided approximately 3500 hours of
     physician coverage and 1200 hours of nursing coverage per month for its'
     clients. At March 31, 2002, the Company had 18 contracts for physician
     staffing and 9 contracts for nurse staffing.

     MEDICAL CLINICS

     The Company is one of the largest physician practice management companies.
     At March 31, 2002, the Company owned and operated 21 family practice
     clinics throughout Canada; located in Ottawa (12), Toronto (2), London (2),
     Winnipeg (1), Edmonton (2) and Calgary (2). In addition to its own clinics,
     the Company also provides administrative support services to physician
     practices including management, billing, staffing etc. This provides
     physicians with the ability to practice within a professional managed
     network and to concentrate on the clinical aspects of their practices. The
     company owns all the clinic assets including medical equipment.

     DEPARTMENT OF NATIONAL DEFENCE

     In March of 2001, the Company was awarded the administrative management
     services contract, the largest of its kind, to provide up to 400 medical
     personnel to the thirty-three Canadian Forces Bases across Canada. The
     contract has two stages, an initial period of three years with another
     three year renewal option extending to March 31, 2007.



<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     As the service administrator, the Company recruits, schedules and pays
     physicians, nurses, dentists, physiotherapists and other regulated
     healthcare professionals to provide services as required by the local
     health authority resident on each base. The Company is paid a monthly
     administrative management fee by the DND that is linked to the number of
     providers being managed at any one time. As at March 31, 2002, the Company
     had placed over 640 employees and independent healthcare professionals in
     all 39 bases across Canada. This has exceeded the service delivery
     expectations of the Canadian Forces and demonstrated the Company's ability
     to manage large multi-site, multi-provider contracts, on a national basis.

     PHARMACEUTICAL SUPPORT

     On March 15th, 2001, the Company signed a contract to become the national
     coordinator for the community-based infusion of RemicadeTM. This multi-year
     contract with Schering-Plough Canada capitalizes on the Company's national
     network of health placement coordinators to provide timely access to
     clinics for the treatment of patients with disabling rheumatoid arthritis
     and Crohn's Disease. At March 31, 2002, the Company has established 13
     infusion sites, and is projected to open approximately five more by the end
     of December 31st, 2002.

     LONG-TERM CARE

     The Company has received requests from long-term care facilities for
     physicians available to provide admission physical assessments and regular
     primary care to residents. Residents of these facilities are typically not
     cared for by their family physicians once they are transferred to long term
     care facilities, thus they lack routine primary healthcare. In May 2002,
     the Company will commence providing physicians and nurse practitioners to 3
     long-term care facilities in Ontario, and expects to increase this number
     during 2002.

     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. ("The Company") 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


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001


     financial statements and the notes thereto included in the Company's Annual
     Report on Form 10-K for the year ended December 31, 2001.

     2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a)  Going concern

     The consolidated financial statements have been prepared on principles
     applicable to a going concern which assumes that the Company will be able
     to realize its assets and discharge its obligations in the normal course of
     business. As at March 31, 2002, the Company had a working capital
     deficiency of $ 2,080,011 and a shareholders' deficit of $ 13,989,709. The
     Company is in forbearance with its primary bankers who have not approved
     any additional credit facility. The Company negotiated repayment terms with
     two banks during 2001. On January 25, 2002, one of the Company's operating
     banks terminated its credit facility with the Company due to breaches of
     covenants under the terms of the loan, and also made demand for repayment
     of the entire debt. At the request of the Company and its guarantors, that
     bank agreed to forbear from immediately enforcing its rights and to
     continue its credit facilities subject to repayment of its obligations of
     all loans in full on or before April 30, 2002. On May 6, 2002 the bank
     agreed to an extension of the forbearance period to June 28, 2002, based on
     the fulfillment of certain conditions. The Company is in the process of
     seeking available alternative financing from private sources in order to
     meet this demand. (See note 3 for further details).

     Management has implemented certain plans and is seeking alternative
     financing, which it believes will alleviate these conditions. These plans
     include:

     1)closure of non-profitable clinics, termination of redundant staff and
     cost-cutting measures; 2)negotiating discounts with creditors; and
     3)disposition of redundant assets.

     Management has entered into an arrangement to obtain alternative financing
     and this will enable the Company to return to profitability in the
     foreseeable future. Consequently, on that basis, they have prepared the
     financial statements on a going concern basis.

     Should the Company be unable to complete this arrangement for alternative
     financing, it may not be able to continue as a going concern. As a result,
     certain assets and liabilities currently reflected in the balance sheet at
     book values would have to be adjusted to liquidated values.

     On May 15 the Company raised a discounted secured debenture with a face
     value of $720,000 for net proceeds of $600,000 (see note 10).


     3.  BANK INDEBTEDNESS

     On January 25, 2002, HSBC made demand for payment from the Company of all
     its indebtedness, and made demand on the existing Guarantors which
     consist of subsidiary companies of the Company. HSBC gave


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     each of the Borrowers and the Guarantors a notice of intention to enforce
     security. At the request of the Company, HSBC agreed to forbear until April
     30, 2002 from immediately enforcing its rights and to continue the credit
     facilities subject to certain conditions.

     Subsequently, the HSBC agreed to an extension of the forbearance period to
     June 28, 2002 from the original date of April 30, 2002.

     As at March 31, 2002 the Company, had drawn approximately $ 1,228,686 from
     HSBC. This is a fixed amount with HSBC that bears interest at prime plus +
     3%. As security, the Company has provided a first-ranking general
     assignment of accounts receivable, a general security over all of the
     Company's other assets, an assignment of all risk insurance policies
     and an assignment of key man life insurance of a director.

     HSBC has agreed to grant an extension of the forbearance agreement
     requested, subject to the additional terms and conditions as follows.

     (i)  the capital loan was reduced to $ 1,165,959 on payment of $ 62,727
          made by the Company on May 7, 2002 as a term of accepting the
          extension of the forbearance agreement. HSBC, at the request of the
          Company, subsequently agreed to forbear from enforcing its rights and
          to continue its credit facilities, on the condition that the Company
          retires all obligations to HSBC if payment is made by June 28, 2002.

     (ii) On or before May 17, 2002, the company shall obtain financing in order
          to repay $ 470,455 (ranking subordinate to the Bank) to be applied to
          reduce the capital loan to $ 695,504.

     In addition to the foregoing, the significant terms of the forbearance
     agreement are as follows:

     (i)  The capital loan was reduced to $ 1,228,686 on payment of $ 62,783
          made by the Company as a term of accepting the forbearance agreement.
          HSBC, at the request of the Company, subsequently agreed to forbear
          from enforcing its rights and to continue its credit facilities, on
          the condition that the Company retires all obligations to HSBC if
          payment is made by April 30, 2002.

     (ii) If requested by HSBC, the Company will consent to the appointment by
          HSBC of a monitor to review the affairs of the Company periodically,
          on terms and conditions satisfactory to the bank.

     (iii) The Company will take steps to ensure that the position of its other
          creditors is not materially altered and that all current priority
          claims are paid in full as the same fall due.

     (iv) The Company is restricted from entering into transactions including
          but not limited to the incurrence of capital expenditures and payments
          of corporate dividends.


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     It is a condition of the revised forbearance contemplated herein that the
     Company should retire all obligations of the borrower to HSBC in full by
     June 28, 2002. If payment is made by June 28, 2002 (and no later), HSBC
     will thereupon forgive the principal sum of $ 229,135.

     The Company had previously negotiated forbearance agreements with its
     secondary bankers and the balance outstanding of term loans to be repaid
     under schedule was $21,889 as at March 31, 2002.

     4.  ACQUISITIONS AND DISPOSITIONS

     Effective November 5, 1999, the Company purchased all of the outstanding
     securities of YFMC Healthcare Inc. a Canadian physician management services
     organization that owns and manages 22 medical clinics in exchange for
     similar securities of the Company. As at December 31, 1999, the Company
     provided for $ 356,889 for integration costs in connection with the
     acquisition. As at March 31, 2002 there was a balance of $ 5,700, which is
     expected to be utilized in connection with the leasing costs of the
     original offices, since vacated.

     The Company disposed of the balance of its investment of 510,255 shares of
     Next Generation Technology Holdings, Inc. (NGTH) at $ 0.20 each during the
     first quarter of 2002. Pursuant to a supplement to the merger agreement
     dated September 27, 2001, the Company had sold its interest in
     HealthyConnect.com and received 1,929,921 NGTH shares as proceeds.

     The Company is entitled to utilize approximately $770,000 in capital losses
     realized from the sale of its investment in Healthy Connect.com against any
     future unrealized capital gains.

     5.  REFINANCING ACTIVITIES

     The company has signed a Term Sheet on April 30, 2002 for Proposed Offering
     of Discounted Secured Debentures with a private investor group. Under the
     Term Sheet, the private investor group would purchase certain securities of
     the company. The terms and conditions of the term sheet are subject to
     completion of due diligence and preparation of definitive documentation
     to effect the transaction. The closing of this transaction is subject to
     determination by the private investor group that there has been no
     material adverse development relating to the business, assets, operations,
     properties, condition (financial or otherwise) or prospects of the company
     and subsidiaries or the collateral taken as a whole.

     The private investor group will lend to the company an amount of $ 600,000
     secured by a one (1) year Discounted Secured Debenture with a face amount
     of $ 720,000 repayable within twelve months from the date of closing.
     Repayments will be as follows: $ 20,000 per month (for months one through
     three); $ 30,000 per month (for months four through six); $ 35,000 per
     month for months seven through eleven) with a final payment of $ 395,000 in
     month twelve.

<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     5.  REFINANCING ACTIVITIES (cont'd)

     Unrestricted, free trading shares of the company equivalent to 150% of the
     face amount of the Debenture will be held in escrow as security for the
     Debenture with such shares expected to have a market value of 200 % of the
     face amount. Should the market value fall below 200 %, the company will
     deposit additional securities to return the market value to 200%.

     The Company shall have the right to redeem the Debentures on or before the
     180th day from the date of closing at an amount equal to 115 % of the
     principal amount of the investment and any date thereafter at 120% of the
     principal amount of the investment.

     The private investor group shall receive at the time of closing, restricted
     common equal to 20 % and unrestricted common shares equal to 20 % of the
     face amount of the debenture, which it will own in the event that the
     Company redeems the Debentures.

     The note holder has the right to convert the Debenture into MEII common
     shares based on the common stock being valued at $1 per share.

     A portion of the financing will be used to make the interim payment of $
     470,455 to the HSBC bank under the extended forbearance agreement.

     The balance of the funds due to HSBC under the forbearance is expected on
     June 28, 2002 will be provided by way of a private placement or by way of a
     factor arrangement. There are currently adequate unencumbered accounts
     receivable sufficient to raise the balance of funding required under a
     factoring arrangement to eliminate the HSBC's position. No material change
     in accounts receivable levels is anticipated on or before June 28, 2002.

     6.  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:


<PAGE>

<TABLE>
<CAPTION>
                                                 March                 March
                                                 2002                    2001
                                              ----------             ----------
<S>                                           <C>                   <C>
     Net income (loss) based on Canadian GAAP        665              (169,487)
     Start-up costs amortized/(deferred)              --                10,994
     Deferred acquisition costs                       --                    --
     Goodwill amortization                            --               (13,710)
     Dilution gain                                    --               (25,938)
                                              ----------             ---------

     Net income (loss) based on United States GAAP   665              (198,141)
     Primary income (loss) per share               $0.00                ($0.03)
</TABLE>

If United states GAAP were employed, deficit, goodwill and other assets and
deferred start-up costs would be adjusted as follows:


<TABLE>
<CAPTION>
                                                 March                 March
                                                 2002                    2001
                                              ----------             ----------
<S>                                           <C>                   <C>
     Deficit based on Canadian GAAP          (13,989,709)           (6,803,896)
     Start-up costs deferred                          --              (181,600)
     Goodwill amortization                            --               (77,029)
     Dilution gain                                    --               (25,938)
                                              ----------             ---------
                                             (13,989,709)           (7,088,463)
                                              ==========             =========

     Goodwill & other assets based on
       Canadian GAAP                                  --             4,852,761
     Start-up costs deferred                          --              (181,600)
     Goodwill on purchase of YFMC
       Healthcare Inc.                                --             1,010,843
                                              ----------             ---------
                                                      --             5,682,004
                                              ==========             =========
</TABLE>


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

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

     (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.

     (c) Dilution Gain

     Under US GAAP, the gain realized on the issuance of the shares of a
     subsidiary to third party at an amount greater than the net book value is
     treated as additional paid in capital.

     (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.


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

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

     (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.

     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.

     (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 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, the carrying amount of contributed surplus would
     be increased by $36,406.


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

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

     The effect on shareholders' equity would be as follows:

<TABLE>
<CAPTION>
                                                 March                December
                                                 2002                   2001
                                              ----------             ----------
<S>                                           <C>                   <C>
     Capital stock                            11,350,336            11,350,336
     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)
                                              ----------             ---------

          Net capital stock - US GAAP         12,401,802            12,401,802
                                              ==========            ==========

     Contributed surplus                       1,174,300             1,174,300
     Share purchase warrants                      36,406                36,406
                                              ----------             ---------
     Contributed surplus- US GAAP              1,210,706             1,210,706
                                              ----------             ---------

     Deficit - U.S. GAAP                     (13,989,709)          (15,112,636)
     Cumulative translation adjustment          (376,988)             (378,612)
                                              ----------             ---------

     Shareholders' deficit - US GAAP            (754,189)           (1,878,740)
                                              ==========             =========

</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 130 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.


<TABLE>
<CAPTION>
                                                 March                  March
                                                 2002                   2001
                                              ----------             ----------
<S>                                           <C>                   <C>
     Net income (loss) (U.S. GAAP)                   665              (198,141)
     Foreign currency translation adjustment       1,624              (173,356)
                                              ----------             ---------
     Comprehensive income (loss)                   2,289              (371,497)
                                              ----------             ---------
</TABLE>


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

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

     (i) Revenue Reporting

     Under U.S GAAP, EITF 99-19 outlines the items, which should be considered
     in determining whether revenue should be reported on a gross or on a net
     basis. In assessing whether revenue should be reported gross with separate
     display of cost of sales to arrive at gross profit, or on a net basis, the
     SEC staff considers whether the company:

     1. acts as a principal in the transaction,
     2. takes title to the products,
     3. has risks and rewards of ownership, such as risk of loss for collection,
        delivery, or returns, and
     4. acts as agent or broker with compensation on a commission or fee basis.

     The company acts both as principal and as an agent or broker in the
     management of the clinics. As a result the revenue amount reported in the
     financial statements are a mix of both gross and net revenues. Under US
     GAAP, the mix of gross and net revenue to be reported on the income
     statement would be as follows:


<TABLE>
<CAPTION>
                                                 March                  March
                                                 2002                    2001
                                              ----------             ----------
     <S>                                       <C>                   <C>
     On a gross basis (Physician & Nurse
       recruiting and Healthcare services)     7,770,088             1,732,401
     On a net basis (Physician management
       services)                                 944,742             1,111,312
                                              ----------             ---------
     Total revenue                             8,714,830             2,843,713
     Less: Physician fees & other
       direct expenses                         7,158,257             1,360,606
                                              ----------             ---------
     Gross margin                              1,556,573             1,483,107
                                              ==========             =========
</TABLE>


     (j) Recently Issued Accounting Standards

     In the United States, the following standards were recently issued by the
     Financial Accounting Standards Board during 2001:

          SFAS No.141 - Business Combinations and SFAS No. 142 - Goodwill and
          Other Intangible Assets. SFAS No. 41 requires that companies use only
          the purchase method for acquisitions occurring after June 30, 2001.
          SFAS No. 142 requires that goodwill and intangible assets acquired


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

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

          after June 30, 2001 should no longer be amortized but reviewed
          annually for impairment.

          SFAS No. 143 - Accounting for asset retirement obligations - this
          standard requires that entities record the fair value of a liability
          for an asset retirement obligation in the period in which it is
          incurred. This standard is effective for fiscal years beginning after
          June 15, 2002

          SFAS No. 144 - Accounting for the impairment or disposal of long-lived
          assets. This standard supercedes. SFAS No. 121 - Accounting for the
          impairment of long-lived assets and for long-lived assets to be
          disposed of. This standard requires that businesses recognize
          impairment when the financial statement carrying amount of long-lived
          asset or asset group exceeds its fair value and is not recoverable.

     The Company believes that the above standards would not have a material
     impact on its financial position, results of operations or cash flows as it
     relates to the reconciliation of Canadian and United States accounting
     policy differences.

     7.  SEGMENTED INFORMATION

     The Company operates under five business units: Hospital Staffing, Medical
     Clinics, Department of Defence, Pharmaceutical Support and Long-Term Care
     (Long-Term Care commenced in 2002).

     The hospital staffing unit 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 medical clinics unit 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. In the table below, the medical clinics staffing
     unit includes the revenue and cost for the pharmaceutical support unit
     providing infusions services to patients.

     The health care services division includes the Department of Defence which
     involves recruiting and staffing for the fulfillment of a government
     contract. The Company recruits, schedules and manages physicians, nurses,
     dentists, physiotherapists and other regulated healthcare professionals as
     required by the Canadian Forces health authority resident on each base.


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     7.  SEGMENTED INFORMATION (cont'd)

     The segmented information for the business units is as follows:


<PAGE>



<TABLE>
<CAPTION>
                                                       March 31, 2002
                                   ------------------------------------------------------
                                   Hospital     Medical       Healthcare
                                   Staffing     Clinics       Services       Consolidated
     <S>                          <C>           <C>           <C>           <C>
     Revenue                      1,245,812     1,971,447      6,524,275        9,741,534
     Gross margin                   207,804       944,742        404,027        1,556,573

     Operating income                39,173       (15,288)       155,752          179,637

     Assets employed at end
       of period                    892,816     1,743,428      1,650,300        4,286,544
     Depreciation                    12,050        35,275          7,131           54,456
</TABLE>


<TABLE>
<CAPTION>
                                                       March 31, 2001
                                   ------------------------------------------------------
                                   Hospital     Medical       Healthcare
                                   Staffing     Clinics       Services       Consolidated
     <S>                          <C>           <C>           <C>           <C>
     Revenue                      1,582,730     2,027,312        149,671        3,759,713
     Gross margin                   222,124     1,111,312        149,671        1,483,107

     Operating income                54,923       (81,123)       122,495           96,295

     Assets employed at
       end of period              3,660,719     5,491,079                       9,151,798
     Depreciation                    11,714        32,387                          44,101
</TABLE>


<PAGE>

     MED-EMERG INTERNATIONAL INC.
     Notes to Unaudited Consolidated Financial Statements
     Three months ended March 31, 2002 and 2001

     8.  COMMITMENTS AND CONTINGENCIES

     The Company is in receipt of a claim by a landlord of certain premises
     previously occupied by the Company for damages for breach of contract. The
     landlord is alleging that the Company renewed the lease for the premises
     and is claiming rent for the entire renewal term. The amount of damages
     claimed is approximately $121,000 plus interest and costs. The Company does
     not believe that the lease was renewed, has instructed its solicitors to
     defend the action and believes that the action is without merit.

     The Company has been made aware of a potential claim from a previous
     director for monies owing, in the approximate amount of $ 25,000. The
     Company is disputing the claim. In the event that the plaintiff commences
     legal proceedings, the Company intends to counterclaim for damages.

     "YMFC HealthCare Inc., a wholly owned subsidiary of MEII, is in receipt of
     a letter from Canada Customs and Revenue Agency ("CCRA") dated April 30,
     2001, adjusting YFMC's Goods and Services Tax returns for the period from
     December 31, 1992, to December 31, 1996. The total amount claimed by CCRA
     for this period is $253,379. In the event that YFMC becomes liable to pay
     any such amount to CCRA, MEII will claim an indemnity for such amount
     against the directors and certain named principals of YFMC pursuant to
     MEII's rights under the Business Combination Agreement executed on August
     10, 1999."

     9.  ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

     The Annual and Special Meeting of shareholders of Med Emerg International
     Inc will be held on July 25, 2002 at the corporation's principal executive
     offices. There are currently two resolutions to be presented and approved,
     namely;

     (i)  To elect a Board of Directors.

     (ii) To approve the appointment of auditors for the year ended December 31,
          2002.

     10.  SUBSEQUENT EVENTS

     On April 30, 2002 the Company signed a term sheet pertaining to a
     refinancing agreement with a private investor group. A discounted
     secured debenture with a face value of $720,000 was issued for net
     proceeds of $600,000. The Company agreed to repay the face amount of the
     Debenture within twelve months of the date of Closing. (See note 5 for
     additional details).

     11.  COMPARATIVE FIGURES

     Certain of the comparative figures have been reclassified to conform to the
     current period financial statement presentation.


<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 nurse staffing, medical clinics, the recruitment of various
healthcare professionals to fulfill a contract with the Department of National
Defence, and a contract with Schering Plough Canada Inc. a leading
pharmaceutical company, to provide infusion services to patients.

The Company 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 five units:
Hospital Staffing, Medical Clinics, Department of National Defence,
Pharmaceutical Support, and Long-Term Care.

In 2001, the Company was awarded the contract for civilian in-garrison
healthcare services for the Department of National Defence. The contract, the
largest of its kind in Canada is a six year agreement that will see the Company
recruit and staff an annual complement in excess of 800 full time healthcare
providers in all Canadian Forces Bases. The Company receives an annual
administrative fee to recruit and manage required personnel. Annual revenue for
services provided under this contract is expected to exceed $20 million. The
Company's staff who manage this project have previous Canadian military
experience and this experience has been instrumental to match the project
requirements to the specific needs of the Canadian Forces. This contract and its
supporting infrastructure create a horizontal platform to allow the Company to
secure of other major government staffing contracts.

In March 2001, the Company and Schering Canada Inc., a leading Canadian
pharmaceutical supplier, entered into an agreement to pay the Company a
management fee to recruit, credential and install new infusion sites across
Canada to deliver RemicadeTM infusion services to patients suffering from
Crohn's Disease and rheumatoid arthritis. RemicadeTM reduces inflammation in
patients with Crohn's disease and rheumatoid arthritis. It is estimated that
approximately 40,000 patients in Canada suffer from the debilitating effects of
these two diseases. Under this agreement, the Company coordinates and manages
infusion services for patients referred to it by Schering Canada Inc. at its
clinic locations. By March 31, 2002, there were approximately 500 patients
registered with the Company for this program, receiving regular infusions. It is
anticipated that the number of patients participating in this program will reach
1,000 by the end of 2002.

In April, 2002, the Company commenced providing physicians and nurse
practitioners to four long-term care facilities in Ontario. The Company intends
to expand this business unit in 2002.


<PAGE>

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.


RESULTS OF OPERATIONS

First Quarter Ended March 31, 2002 compared to First Quarter ended March 31,
2001

The Company reported net income of $ 665 for the three months ended March 31,
2002 compared to a net loss of $169,487 for the three months ended March 31,
2001. The income amounted to $ 0.00 per share for the three months ended March
31, 2002 compared with a loss of $ 0.03 per share the previous year.


REVENUE

The Company's revenue for the quarter ended March 31, 2002 increased to $9.7
million, compared to $ 3.8 million for the three months ended March 31, 2001, an
increase of approximately 159%. This revenue growth was attributable to the
Department of National Defence management service contract that commenced in
2001.

Revenue from the DND contract amounted to $6.5 million for the three months
ended March 31, 2002 compared to $150,000 for the same period in the prior year.
As at March 31, 2002 the Company was providing approximately 640 medical
personnel at the DND bases across Canada, and expects this number of medical
personnel to increase during 2002.

Revenues from the hospital staffing unit decreased to $1.2 million for the three
months ended March 31, 2002 compared to $1.6 million for the prior year, a
decrease of 21%. The decrease in revenues resulted from the loss of one large
physician contract and a reduction in the number of nursing contracts.

Revenues generated by the medical clinics totaled $ 1.97 million for the three
months ended March 31, 2002 compared to $2 million for the prior year,
essentially unchanged. Importantly, certain unprofitable clinics have been
closed and the physicians relocated to larger more efficient facilities.


GROSS MARGIN

Gross Margin (revenue less physician and other direct costs) for the quarter
ended March 31, 2002 increased to $1.6 million, compared to $ 1.5 million for
the three months ended March 31, 2001, an increase of approximately 5.0% This
growth in gross margin was due to the Department of National Defence management
service contract. The impact of the DND contract resulted in gross margin being
15% of revenue as compared to 39% for the quarter ended March 31, 2001.


<PAGE>

Physician fees and direct costs, primarily fees paid to contract physicians, for
the quarter ended March 31, 2002 increased to $ 8.2 million, compared to $ 2.3
million for the three months ended March 31, 2001, an increase of approximately
259 % Physician fees and other direct costs increased as a percent of revenue to
84.0 % of revenue for the three months ended March 31, 2002 compared to 60.6 %
of revenue for the three months ended March 31, 2001. This increase reflected
the inclusion of the DND contract where physician fees are a greater percentage
of revenue than that of the Company's other business units.

OPERATING EXPENSES

Operating expenses totaled $ 1.4 million for the three months ended March 31,
2002 were essentially unchanged as compared to the prior year, even though
revenues increased during the same period.

OTHER EXPENSES (INCOME)

Due to the impairment of certain assets, the Company wrote down the carrying
values of other assets to their fair value in December 2001. The write down
totaled $2.7 million, comprised of $800,000 of fixed assets, $1.2 million of
goodwill, $500,000 of physician contract assets and deferred start up and
incorporation expenses for an urgent care clinic of approximately $200,000.

Due to the write-downs recorded at the latest year end, as described above,
other expenses for the three months ended March 31, 2002 decreased by $353,000
as compared to the prior year.

AMORTIZATION AND INTEREST

Interest and financing costs increased by approximately $ 30,000 for the three
months ended March 31, 2002 compared to the prior year, due to higher interest
rates on financing the DND contract.

INCOME TAXES

The Company has significant loss carry forwards and so there is no need to
provide for taxes.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2002, the Company's working capital deficit totaled $ 2,080,011.

The Company sold the balance of its investment in Next Generation Technology
Holdings, Inc. (NGTH) for gross proceeds of $ 102,051 in the first quarter of
2002. The Company had acquired NGTH shares, as proceeds for the sale of its
interests in HealthyConnect.com, pursuant to a supplement to the merger
agreement dated September 27, 2001.

The Company was also in default of certain terms and conditions pertaining for
credit facilities from its primary banker, HSBC bank, including margin limits
and financial covenants. As security for the operating line, the Company had
provided a first-ranking general assignment of accounts


<PAGE>

receivable, a general security over all of the Company's other assets, an
assignment of all risk insurance policies and an assignment of key man life
insurance of a director. As at March 31, 2002, the Company has drawn
approximately $1.23 million under these credit facilities.

In January 2002, HSBC terminated those credit facilities. At the request of the
Company and its Guarantors, HSBC subsequently agreed to forbear from immediately
enforcing its rights to continue the credit facilities subject to certain terms
and conditions as documented in Note 3 to the financial statements.

The company continues to finance working capital obligations under the DND
contract through a financing facility in the amount of CAN$4,300,000
(US$2,745,000) from Morrison Financial Services Limited ("Morrison Financial"),
in order to comply with its performance obligations in respect of the contract
with Public Works and Government Services ("PWGSC") for civilian health care
services for in-garrison support for the Canadian Forces.

This facility will be secured by a general security agreement granting Morrison
Financial a charge on all assets and undertakings of the company, implementation
of appropriate procedures and completion of all requirements under the Financial
Administration Act and postponement and subordination of all security in the
company held by a third party (bank) but only in respect of this financing.

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.


<PAGE>

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No disclosure required.

PART II  OTHER INFORMATION

ITEM 4.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          None.

     (b)  Reports on Form 8-K.

          There were no reports  filed on Form 8-K during the quarter ended
          March 31, 2002.

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: May 15, 2002