**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q-A**


(Amendment
      2)




(MARK
                ONE)x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934FOR
                THE QUARTERLY PERIOD ENDED MARCH 31, 2005*OR* ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934FOR
                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)





6711
                Mississauga Road, Suite 404Mississauga,
                Ontario, Canada
            L5N
                2W3(Address
                of Principal Executive Offices)
            (Zip
                Code)





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





Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act.




(Title
                of each class)
            (Name
                of each exchange on which registered)COMMON
                STOCK, NO PAR VALUE
            OTC
                Bulletin BoardREDEEMABLE
                COMMON STOCKPURCHASE
                WARRANTS
            OTC
                Bulletin Board




Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act.
      NONE




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  ̈




Indicate
      by check mark whether registrant is an accelerated filer (as defined in Exchange
      Act Rule 12(b)-2). Yes  ̈ No x




The
      aggregate market value of the shares of Common Stock (based upon the closing
      sales price of the Company’s Common Stock as reported on the OTC Bulletin Board
      on March 31, 2005) of the registrant held by non-affiliates was approximately
      US$ 23,311,000.




As
      of March 31, 2005, 58,277,696 shares of the registrant’s Common Stock were
      outstanding.





(All
      figures in US dollars unless otherwise indicated.)













1








**MED-EMERG
      INTERNATIONAL INC.**





MARCH
      31, 2005 QUARTERLY REPORT ON FORM 10-Q-A





TABLE
      OF CONTENTS






PART
                I: FINANCIAL INFORMATIONItem
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                OperationsItem
                3.
            Quantitative
                and Qualitative Disclosures about Market RiskItem
                4.
            Controls
                and ProceduresPART
                II: OTHER INFORMATIONItem
                5.
            Exhibits
                and Reports on Form 8-K(a)
                Exhibits(b)
                Reports on Form 8-KSignatures











2


**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. (“MEII” or the “Company”) disclaims any obligations to update any
      forward-looking statements to reflect events or circumstances after the date
      hereof.





**PART
      I: FINANCIAL INFORMATION**





**ITEM
      1.**  **CONDENSED FINANCIAL STATEMENTS**





Revised
      Consolidated Balance Sheets as at March 31, 2005 (unaudited) and December 31,
      2004 (audited)





Revised
      Consolidated Statement of Operations and Deficit for the three months ended
      March 31, 2005 and 2004 (unaudited)





Revised
      Consolidated Statement of Cash Flows for the three months ended March 31, 2005
      and 2004 (unaudited)





Notes
      to Unaudited Revised Consolidated Financial Statements











3





**Med-Emerg
      International Inc.**


**Revised
      Consolidated Balance Sheet**


**As
      at March 31, 2005 (Unaudited) and December 31, 2004
      (Audited)**


**(in
      US$)**





March
                31
            
            December
                312005
            
            2004**Assets****Current
                assets**Cash
            
            $
            1,470,116
            
            $
            2,312,156Accounts
                receivable
            
            
            1,808,251
            
            
            1,452,586Prepaid
                expenses and other
            
            
            137,008
            
            
            72,557Discontinued
                operations (note 4 )
            
            
            2,818,528
            
            
            2,655,0986,233,903
            
            
            6,492,397Long-term
                investment
            
            
            83,195
            
            
            83,195Property,
                plant and equipment
            
            
            446,751
            
            
            470,243Goodwill
            
            
            237,596
            
            
            237,596Discontinued
                operations (note 4 )
            
            
            33,853
            
            
            38,596$
            7,035,298
            
            $
            7,322,027**Liabilities
                and Shareholders' Equity****Current
                liabilities**Accounts
                payable and accrued liabilities
            
            $
            1,726,673
            
            $
            1,661,794Discontinued
                operations (note 4 )
            
            
            3,386,025
            
            
            3,606,4765,112,698
            
            
            5,268,270**Long-term
                liabilities**Notes
                payable
            
            
            599,991
            
            
            599,991Discontinued
                operations (note 4 )
            
            
            815,074
            
            
            894,5176,527,763
            
            
            6,762,778Contingent
                liabilities (note 11)**Shareholders'
                Equity**Capital
                stock (note 5)
            
            
            16,044,736
            
            
            16,044,736Contributed
                surplus (note 6)
            
            
            2,787,526
            
            
            2,536,409Deficit
            
            
            (17,518,008
            )
            
            (17,221,105
            )Cumulative
                translation adjustment
            
            
            (806,719
            )
            
            (800,791
            )507,535
            
            
            559,249$
            7,035,298
            
            $
            7,322,027




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





4





**Med-Emerg
      International Inc.**


**Revised
      Consolidated Statement of Operations and Deficit**


**Three
      months ended March 31, 2005 and 2004 (Unaudited)**


**(in
      US$)**





March
                31
            
            March
                312005
            
            2004**Revenue**
            
            $
            3,079,432
            
            $
            2,445,213**Physician
                fees and other direct costs**
            
            
            2,271,559
            
            
            1,901,824807,873
            
            
            543,389**Expenses**Salaries
                and
                benefits
            
            $
            665,107
            
            $
            416,427General
                and administration
            
            
            227,968
            
            
            191,556Occupancy
                costs
                and supplies
            
            
            120,297
            
            
            91,166Travel
                and marketing
            
            
            73,884
            
            
            67,1961,087,256
            
            
            766,345**Income
                (loss) before under noted items**
            
            
            (279,383
            )
            
            (222,956
            )Interest
                income
            
            
            (5,390
            )
            
            -Interest
                and
                financing expenses
            
            
            -
            
            
            45,571Amortization
                of
                property, plant, and equipment
            
            
            42,657
            
            
            8,171Stock
                compensation expense
            
            
            251,117
            
            
            40,370288,384
            
            
            94,112**Net
                loss before discontinued operations**
            
            
            (567,767
            )
            
            (317,068
            )**Discontinued
                operations**Income
                from discontinued operations (note 4 )
            
            
            270,864
            
            
            203,252**Net
                loss**
            
            
            (296,903
            )
            
            (113,816
            )Preferred
                share
                dividends
            
            
            -
            
            
            (33,750
            )**Net
                loss attributable to common shareholders**
            
            
            (296,903
            )
            
            (147,566
            )**Deficit,
                beginning of the period**
            
            
            (17,221,105
            )
            
            (16,425,309
            )**Deficit,
                end of the period**
            
            $
            (17,518,008
            )
            $
            (16,572,875
            )**Basic
                loss per common share**Continuing
                operations
            
            $
            (0.01
            )
            $
            (0.04
            )Discontinued
                operations
            
            $
            0.00
            
            $
            0.02**Weighted
                average common shares outstanding**
            
            
            58,277,696
            
            
            9,569,424





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








5





**Med-Emerg
      International Inc.**


**Revised
      Consolidated Statement of Cash Flows**


**Three
      months ended March 31, 2005 and 2004 (Unaudited)**


**(in
      US$)**





March
                31
            
            March
                312005
            
            2004**Cash
                Flows from Operating Activities**Net
                loss before discontinued operations
            
            $
            (567,767
            )
            $
            (317,068
            )Adjustments
                for:Amortization
                of
                property, plant and equipment
            
            
            42,657
            
            
            8,171Stock
                compensation expense
            
            
            251,117
            
            
            40,370(273,993
            )
            
            (268,527
            )Decrease
                in
                non-cash working capital components
            
            
            (355,237
            )
            
            (60,410
            )Discontinued
                operations (note 4)
            
            
            (188,024
            )
            
            (396,501
            )(817,254
            )
            
            (725,438
            )**Cash
                Flows from Investing Activities**Additions
                to
                property, plant, and equipment
            
            
            (19,165
            )
            
            (6,963
            )Discontinued
                operations (note 4)
            
            
            307
            
            
            (11,770
            )(18,858
            )
            
            (18,733
            )**Cash
                Flows from Financing Activities**Demand
                loan
            
            
            -
            
            
            773,429-
            
            
            773,429Effect
                of foreign currency exchange rate changes
            
            
            (5,928
            )
            
            31,913**Increase
                (decrease) in cash**
            
            
            (842,040
            )
            
            61,171Cash,
                beginning of the period
            
            
            2,312,156
            
            
            380,310**Cash,
                end of the period**
            
            $
            1,470,116
            
            $
            441,481





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





6


**MED-EMERG
      INTERNATIONAL INC**


**Notes
      to Unaudited Revised Consolidated Financial Statements**


**Three
      months ended March 31, 2005 and 2004**





**1. ORGANIZATION
      AND DESCRIPTION OF BUSINESS**





Med-Emerg
      International Inc. (“MEII” or the “Company”) is a private sector provider of
      quality healthcare management services to the Canadian healthcare industry.





The
      Company is publicly traded and listed on the OTC Bulletin Board. The Company
      completed its initial public offering in February 1998.





The
      Company’s operations were divided into four units during the 2004 fiscal year.
      The contract with the Department of National Defence (“DND”) expired on March
      31, 2005. MEII’s three remaining business units are: Staffing Solutions, Medical
      Services and Healthcare Consulting.





For
      Staffing Solutions, the Company provides emergency department physician and
      nurse recruitment, staffing and administrative support services to hospitals
      and
      federal corrections facilities, on a contractual basis, and physician and nurse
      practitioners to select long-term facilities in Ontario, British Columbia and
      Nova Scotia. At March 31, 2005, the Company had 34 physician and nurse staffing
      contracts.




The
      Medical Services division provides special access Remicade ’ infusion services to patients suffering from Crohn’s disease and rheumatoid
      arthritis at clinic locations across Ontario. In November 2004, the Company
      acquired a pain management clinic and commenced offering services to Canadians
      who experience chronic pain.




MEII
      provides Healthcare Consulting services to select Canadian private and public
      institutions on issues related to a variety of healthcare topics.





**2. BASIS
      OF
      PRESENTATION**





The
      accompanying unaudited Revised Consolidated financial statements have been
      prepared in accordance with Canadian generally accepted accounting principles
      (GAAP). These financial statements consolidate the accounts of MEII and its
      wholly owned subsidiaries 927563 Ontario Inc., 927564 Ontario Inc., Med-Emerg
      Inc., Med-Emerg Health Centres Inc., YFMC Healthcare Inc., YFMC Healthcare
      (Alberta) Inc., Doctors on Call Ltd, and CPM Health Centres Inc.





Significant
      intercompany accounts and transactions have been eliminated on
      consolidation.





The
      Revised Consolidated financial statements are expressed in U.S. dollars.
      Differences between Canadian and United States accounting principles are
      described in note 8.





In
      the opinion of management, the unaudited interim Revised Consolidated financial
      statements follow the same accounting policies and methods of application as
      the
      most recent audited annual financial statements.





Operating
      results for the interim periods are not necessarily indicative of the results
      that may be expected for the year ended December 31, 2005.





These
      unaudited Revised Consolidated financial statements are condensed, and do not
      include all disclosures required for annual financial statements, which are
      contained in the notes to the Company’s audited Revised Consolidated financial
      statements filed as part of the Company’s December 31, 2004 Form 10K. These
      unaudited Revised 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, 2004.








7


**3. SUMMARY
      OF
      SIGNIFICANT ACCOUNTING POLICIES**





**(a)** **Use
      of estimates**




The
      preparation of Revised Consolidated financial statements in conformity with
      Canadian generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent liabilities during the reporting
      period. Significant areas requiring the use of estimates relate to: 1) the
      reported amounts of revenues and expenses, 2) the disclosure of contingent
      liabilities, 3) the carrying value of property, plant, and equipment and the
      rate of amortization related thereto. Actual results could differ from those
      estimates. When adjustments become necessary, those adjustments are reported
      in
      earnings in the period in which they become known.





**(b)** **Long-term
      investments**





Investments
      are accounted for at cost when the conditions for equity accounting are not
      present, and on the equity basis when significant influence exists. Declines
      in
      market values of investments are expensed when such declines are considered
      to
      be other than temporary.




**(c)** **Property,
      plant, and equipment**





Property,
      plant, and equipment are recorded at cost and are amortized over their estimated
      useful lives at the undernoted rates and methods:





Furniture
                and fixtures
            20%
            Declining
                balanceComputer
                software
            100%
            Declining
                balanceComputer
                hardware
            30%
            Declining
                balanceLeasehold
                improvements
            3-5
                years
            Straight-line





**(d)** **Goodwill**





Goodwill
      is the excess of the purchase price of assets over the fair value of the
      underlying net identifiable assets. The Company has adopted CICA Handbook
      Section 3062 “Goodwill and Other Intangible Assets”, which states that goodwill
      and indefinite life intangible assets should no longer be amortized, but should
      be tested for impairment at least on an annual basis. The Company has determined
      that there was no permanent decline in the value of the goodwill as at the
      year
      end.





**(e)** **Impairment
      charges**





At
      least annually and when events and circumstances warrant a review, the Company
      evaluates the


carrying
      value of its assets for potential impairment. An impairment loss is recognized
      when the estimated net realizable value of any asset is less than its carrying
      value. Any impairment in assets is written down and charged to earnings in
      the
      year.





**(f)** **Revenue
      recognition**





The
      Company has adopted the provisions of EIC - 123 and EITF 99-19. Both address
      the
      reporting of revenue on a gross basis as a principal versus on a net basis
      as an
      agent. The pronouncements generally state that revenue should be reported on
      a
      gross basis if:


•
            The
                enterprise is the primary obligor in the
                relationship;


•
            The
                enterprise has latitude in establishing
                price;


•
            The
                enterprise performs part of the
                service;


•
            The
                enterprise has discretion in supplier
                selection;


•
            The
                enterprise is involved in the determination of service specifications;
                and


•
            The
                enterprise has credit risk.





8


With
      the exception of determining how the specific service is delivered, MEII meets
      the six tests identified for each of its service offerings. Accordingly, revenue
      is reported on a gross basis for all business units.





The
      following is a description of MEII’s revenue recognition policies for each of
      our significant business units.





**(1) Staffing
      Solutions:**





Revenue
      is reported on a gross basis.





MEII
      acts as a principal in providing these services. MEII (a) negotiates price
      with
      the customers; and (b) contracts with emergency room physician and nursing
      personnel to provide services to hospitals and correctional facilities in
      Ontario, British Columbia and Nova Scotia, a mix of rural and urban facilities
      including tertiary care centers. MEII recruits, schedules and bills the customer
      for the services provided and encounters credit risk in the event of
      non-payment.





Contracts
      are both fee-for-service and fixed monthly contracts. Contracts are negotiated
      annually and are cancelable by either party on 60 days notice.





Revenue
      is recognized on a current basis, as services are delivered.





**(2) Government
      Healthcare Services (Includes Department of National Defence (“DND”)):**





Revenue
      is reported on a gross basis.





MEII
      negotiated an administrative management contract with Public Works and
      Government Services Canada (“PWGSC”) to provide personnel to Canadian armed
      forces across Canada on behalf of the Minister of National Defence.





Under
      the terms of the contract, MEII has the responsibility to hire medical personnel
      and support staff and where necessary provide appropriate training and
      supervision of the work performed at the respective bases across Canada. MEII
      bills DND for the work performed by these individuals and in turn pays the
      medical personnel and support staff based on the terms of the respective
      contracts signed with them. In the event of payment dispute, MEII has credit
      risk.





Revenue
      is recognized on a current basis, as services are delivered.





**(3) Medical
      Services:**





Revenue
      is reported on a gross basis.





Under
      contracts with Schering-Plough Canada and Novartis Pharmaceuticals Canada Inc,
      MEII acts as the coordinator for the community-based infusion of certain
      medications for the treatment of patients with rheumatoid arthritis, Crohn’s
      disease and certain cancers. MEII recruits, schedules and bills the customer
      for
      the services provided and encounters credit risk in the event of
      non-payment.





The
      Company acts as the principal in providing pain management treatments to
      patients in its Toronto-based clinics. MEII recruits, schedules and bills the
      customer for the services provided and encounters credit risk in the event
      of
      non-payment.





Revenue
      is recognized on a current basis, as services are delivered.





**(4) Healthcare
      Consulting:**





Revenue
      is reported on a gross basis.





9


MEII
      is involved with several provincial governments, advising on a variety of issues
      related to primary care staffing, training and integrated service delivery
      models. MEII also advises several aboriginal communities with regards to
      healthcare infrastructure service delivery issues.





Revenue
      is recognized over the life of the contracts, based on pre-defined
      milestones.





**(g)** **Future
      income taxes**





The
      Company accounts for income taxes using the asset and liability method. Future
      tax assets and liabilities are recognized for the future taxes attributable
      to
      the temporary differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax carrying values. Future
      tax assets and liabilities are measured using enacted or substantially enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recovered or settled. A valuation
      allowance against future tax assets is provided to the extent that the
      realization of these future tax assets is not “more likely than
      not”.





**(h)** **Cash**





Cash
      consists of cash on hand and in banks.





**(i)** **Foreign
      currency translation**





The
      Company maintains its books and records in Canadian dollars. The Revised
      Consolidated financial statements are converted to U.S. dollars as the Company
      is a reporting issuer in the United States of America. The translation method
      used is the current rate method. Under the current rate method all assets and
      liabilities are translated at the current rate prevailing at the balance sheet
      date, shareholders’ equity (deficit) is translated at historical rates and all
      income and expense items are translated at average rates for the year. Due
      to
      the fact that items in the Revised Consolidated financial statements are being
      translated at different rates according to their nature, a translation
      adjustment is created. This translation adjustment has been included in the
      cumulative translation adjustment.





**(j)** **Stock
      compensation expenses**





The
      Company has adopted section 3870 issued by the CICA in respect of stock based
      compensation and other stock based payments. This section requires that a fair
      value based method of accounting be applied to all stock based payments to
      non-employees and to direct awards of stock to employees. The standard requires
      the recognition of a compensation expense for grants of stock, stock options,
      and other equity instruments to employees based on the estimated fair value
      of
      the instruments at the grant date.





**(k)** **Loss
      per share attributable to common shareholders**





Basic
      loss per share attributable to common shareholders is computed by dividing
      the
      net loss attributable to common shareholders before discontinued operations
      over
      the weighted average number of common shares outstanding, including contingently
      issuable shares where the contingency has been resolved. Due to the loss for
      all
      periods presented, all potential common shares outstanding are considered
      anti-dilutive and are excluded from the calculation of diluted loss per
      share.





**4. DISCONTINUED
      OPERATIONS**





The
      contract with DND, to provide personnel to Canadian armed forces across Canada,
      expired on March 31, 2005. This was a significant contract generating separate
      identifiable cash flows, and hence it has been classified as a discontinued
      operation, and accounted for accordingly.


10


The
      summarized statements of income for the Discontinued Business for the three
      months ended March 31, 2005 and 2004 are as follows:





2005
            
            2004Revenue
            
            $
            10,972,289
            
            $
            10,108,387Physician
                fees and other direct costs
            
            
            10,299,918
            
            
            9,468,043Gross
                margin
            
            
            672,371
            
            
            640,344Operating,
                general and administrative expenses
            
            
            336,196
            
            
            341,630Depreciation
            
            
            4,435
            
            
            11,678Interest
                and financing
            
            
            60,876
            
            
            83,784Income
                from discontinued operations
            
            $
            270,864
            
            $
            203,252





The
      summarized balance sheets for the Discontinued Business as at March 31, 2005
      and
      December 31, 2004 are as follows:





Mar-05
            
            Dec-04Current
                assetsCash
            
            
            ($10,893
            )
            $
            800Accounts
                receivable
            
            
            2,829,101
            
            
            2,652,044Prepaid
                expenses and other
            
            
            320
            
            
            2,2542,818,528
            
            
            2,655,098Property,
                plant and equipment
            
            
            33,853
            
            
            38,596$
            2,852,381
            
            $
            2,693,694Current
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            3,386,025
            
            $
            3,606,4763,386,025
            
            
            3,606,476Long-term
                liabilitesAccounts
                payable and accrued liabilities
            
            
            815,074
            
            
            894,517$
            4,201,099
            
            $
            4,500,993Net
                assets
            
            
            ($1,348,718
            )
            
            ($1,807,299
            )








11


**5. CAPITAL
      STOCK**





On
      June 15, 2004, the Company issued 39,360,272 common shares for $4,500,000.
      As a
      condition of the transaction, Preferred Shares, 50% of which were indirectly
      held by Dr. Zacharias, the CEO of MEII, were converted into 9,348,000 common
      shares; and unpaid preferred share dividends, in the amount of $ 579,582, were
      forgiven.




The
      investment resulted from the previously announced letter of intent signed by
      MEII and Global Healthcare Workforce Limited (“GHW”) of London, UK.




The
      Investors received 43,708,272 common shares of MEII, of which 39,360,272 were
      purchased from the Company for $4,500,000 and 4,348,000 were purchased directly
      from the Preferred Shareholder for $500,000. Closing costs including legal,
      travel and due diligence costs for the equity financing amounted to $609,214,
      and were expensed during the second quarter of 2004.




In
      addition to issuing the common shares, MEII also issued to the Investors and
      the
      former Preferred Shareholder, anti-dilution warrants (the “New Warrants”) to
      purchase common shares of MEII at prices of either $0.50 per common share or
      $1.00 per common share. The exercise of the New Warrants is directly tied to
      the
      exercise of existing options and warrants at $0.50 per common share and $1.00
      per common share that are currently outstanding. The exercise of the New
      Warrants is intended to allow the Investors’ and former Preferred Shareholder to
      maintain their pro rata share of their equity position.




**6. CONTRIBUTED
      SURPLUS**





During
      the first quarter of 2005, the terms of the common stock purchase warrants
      were
      amended, extending the expiry of these warrants from February 11, 2005 to
      February 11, 2006. As a result of this, stock compensation expense of $225,442
      was recorded. In addition, an amount of $25,675 has been recorded as stock
      compensation expense for options granted to an employee in 2004 for the portion
      that vested in the first quarter of 2005. These amounts have been credited
      to
      contributed surplus.





During
      the first quarter of 2004, 100,000 options were granted with an exercise price
      of $0.50 per option. The options vested immediately and are available for a
      term
      of five years expiring on January 30, 2009. Due to the issuance of new options
      the fair value amounting to $40,876 has been determined using an option pricing
      model (Black Scholes) as per section 3870 of the CICA handbook. This amount
      has
      been credited to contributed surplus.





During
      the second quarter of 2004, 250,000 options were granted to an employee with
      an
      exercise price of $0.115 per option. 125,000 options vest every year. Options
      for 125,000 shares were exercisable on the first anniversary and options for
      the
      remaining 125,000 would be exercisable on the second anniversary of the
      employment agreement. Due to the issuance of new options, the fair value
      amounting to $57,746 has been determined using an option pricing model (Black
      Scholes) as per section 3870 of the CICA handbook. This amount has been credited
      to contributed surplus.





Options
      amounting to 1,000,000 each were granted to two employees, and 150,000 each
      to
      two other employees, at an exercise price of $0.115 per option. The vesting
      of
      these options is subject to a future earnings hurdle test. Since the earnings
      test is in a future period, no expense is recognized in the current
      quarter.





During
      the fourth quarter of 2004, 100,000 options were granted in connection with
      the
      acquisition of the Scarborough pain clinic. An amount of $39,938 has been
      credited to contributed surplus.














12


**7. RELATED
      PARTY
      TRANSACTIONS**





Consulting
      fees of approximately $ 14,262 (Cdn 17,500) were paid to each of two directors,
      who have been retained as consultants.





**8. CANADIAN
      AND
      UNITED STATES ACCOUNTING POLICY DIFFERENCES**





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





(a) Shareholders’
      equity (deficit)





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





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 Canadian GAAP, the detachable stock purchase warrants issued
      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, 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.





Under
      U.S. GAAP the effect on shareholders’ equity (deficit) would be adjusted as
      follows:





March
                2005
            
            December
                2004Capital
                stock (as previously shown)
            
            $
            16,044,736
            
            $
            16,044,736Capital
                stock issued on purchase of YFMC Healthcare Inc.
            
            
            1,087,872
            
            
            1,087,872Ascribed
                fair value of share purchase warrants issued
            
            
            (36,406
            )
            
            (36,406
            )Capital
                stock - U.S. GAAP
            
            
            17,096,202
            
            
            17,096,202Contributed
                surplus (as previously shown)
            
            
            2,787,526
            
            
            2,536,409Share
                purchase warrants
            
            
            36,406
            
            
            36,406Paid-in-capital
                - U.S. GAAP
            
            
            2,823,932
            
            
            2,572,815Deficit
                (as previously shown)
            
            
            (17,518,008
            )
            
            (17,221,105
            )Cumulative
                  translation adjustment
            
            
            (806,719
            )
            
            (800,791
            )Shareholders’
                equity - U.S. GAAP
            
            $
            1,595,407
            
            $
            1,647,121





(b) Comprehensive
      loss





Statement
      of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”
(SFAS 130), establishes standards for reporting and display of comprehensive
      loss and its components in the financial statements. Under U.S. GAAP, the
      comprehensive loss for the three months ended March 31, 2005 and 2004 would
      be
      adjusted as follows:


13





**March**
            
            **March****2005**
            
            **2004**Net
                loss - U.S. GAAP
            
            
            ($296,903
            )
            
            ($147,566
            )Foreign
                currency translation adjustment
            
            
            (5,928
            )
            
            30,389Comprehensive
                loss
            
            
            ($302,831
            )
            
            ($117,177
            )





**9. CONTINGENT
      LIABILITIES**





(i)
            YFMC
                HealthCare Inc (“YFMC”), a wholly owned subsidiary of the Company, is in
                receipt of a letter from 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
                $249,000. In the event that YFMC is ultimately found liable, the
                Company
                intends to claim an indemnity for such amount against the directors
                and
                certain named principals of YFMC pursuant to the Company’s rights under
                the purchase agreement for YFMC executed on August 10, 1999. 1292363
                Ontario Ltd, a subsidiary of YFMC, is in receipt of a letter from
                CCRA
                dated February 4, 2005 for YFMC’s Goods and Services Tax, and the total
                amount claimed is $50,828. The Company’s legal counsel has advised that
                CCRA does not intend to pursue YFMC for these amounts, and accordingly
                no
                provision has been made in these revised consolidated financial
                statements.




On
      the advice of the legal counsel, this note was removed in September 2005,
      because the contingency expired at that time.




(ii)
            There
                is uncertainty with respect to the Company’s liability for Goods and
                Services tax pertaining to certain services that it provides, and
                with
                respect to the Company’s liability for Workers Safety and Insurance Board
                premiums pertaining to its contract with PWGSC. The measurement of
                this
                uncertainty is not determinable and accordingly no provision has
                been made
                in respect thereof in these Revised Consolidated financial
                statements.





(iii)
            There
                is uncertainty with respect to the Company’s liability arising from a
                contractual dispute with a customer. Based on the advice of counsel,
                the
                Company is of the view that it is unlikely that the Company will
                be found
                liable for these costs. The costs associated with this contingent
                liability range from $400 thousand to $1.3
                million.





(iv)
            Claims
                have been made against the Company for general damages for breach
                of
                contract and in tort.A claim for approximately $423,000 has been
                made
                against the company for wrongful termination of a person working
                on a
                third party contract. The Company’s lawyers are of the opinion that the
                amount claimed grossly exceeds what a court would award in light
                of the
                current law. Another claim of approximately $ 1,833,000 plus interest
                and
                costs has been made against the Company, for amongst other things,
                defamation and economic loss in regards to a healthcare provider
                working
                on a third-party contract. The Company’s lawyers are of the opinion that
                the amounts claimed are excessive and that if there is any liability
                on
                the Company, then the third-party contractor should be responsible
                to
                indemnify the Company. Since the Company’s lawyers are of the opinion that
                these claims are unlikely to succeed, no provision has been made
                in
                respect thereof in these Revised Consolidated financial statements.





(v)
            The
                Company sub-leased certain premises to third parties when it disposed
                of
                its clinic operations. In case of payment defaults by the third parties,
                the Company could be held liable for rent on these premises. Rent
                for
                these premises over the next seven years, during the respective lease
                terms, totals $1.7 million. In July of this year the Company was
                notified
                that one of the third parties was in default on


14


their
      rent, in the amount of $29 thousand. We have been in touch with the third party
      and they are endeavoring to remedy the situation.




Any
      liability resulting from the above will be reflected as a charge to income
      in
      the year incurred.




**10. COMPARATIVE
      FIGURES**





Certain
      figures in the 2004 financial statements have been reclassified and restated
      to
      conform with the basis of presentation in 2005.





**11. REVISED
      CONSOLIDATED FINANCIAL STATEMENTS**





These
        revised consolidated financial statements have been modified to reflect
        management's reassessment of the application of certain accounting
        interpretations and to address certain disclosure requirements. Specifically,
        Shareholders' Equity has been restated on the Balance Sheet based on a review
        of
        FRR 210, concerning quasi reorganizations, which led management to reverse
        the
        accounting treatment previously applied. Accordingly, notes 5, 6 and 8 have
        been
        amended. In addition, note 9 for Contingent Liabilities has been updated.
        The
        net loss attributable to common shareholders and basic loss per common share
        from continuing and discontinued operations remain
        unchanged.


15





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





Forward-looking
      statements of Med-Emerg International Inc. ("MEII" or the "Company) 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





**BACKGROUND**





Based
      in Ontario, Canada, Med Emerg International Inc (“MEII”) is an established
      health care solutions provider. Founded in 1983, initially to provide contract
      staffing of emergency room physicians and nurses, the Company has expanded
      to
      offer a wide variety of healthcare staffing solutions and medical services
      to
      governments, communities and facilities across Canada.





In
      these times, with the Canadian Healthcare system facing continuous challenges
      on
      several fronts, opportunities exist for a company like MEII to deliver
      innovative solutions within the confines of the Canada Health Act. Demand for
      more complex services from an ageing population, the capital and human resource
      requirements of new lifesaving technology and the need to retrofit existing
      ageing facilities all place strain on the system. The situation is exacerbated
      by burn-out in the workplace caused by declining enrolments in health
      professions and increased levels of retirement by the existing practitioners.
      The increasing severity of the condition now manifests itself in daily headlines
      announcing long waiting lists for elective surgery, shortages of family
      physicians and the governments struggle to keep pace with the ever increasing
      costs of a publicly funded, universally available healthcare
      system.




The
      Company currently employs staff covering several categories of healthcare
      professionals including physicians, dentists, pharmacists and nurses.





As
      a healthcare solutions provider, MEII in addition to its staffing business
      provides medical services such as chronic pain management and intravenous
      infusion services for pharmaceutical companies in conveniently located
      community-based clinics.





As
      a result of its many years of healthcare experience, MEII has developed a
      comprehensive understanding of primary care renewal, project evaluation, and
      healthcare human resource planning.





The
      recent equity investment from a group of Canadian and International investors
      provides MEII with an international recruiting expertise and capability in
      addition to its Canadian healthcare operations.




The
      Company's operations are divided into three units: Staffing Solutions, Medical
      Services and Healthcare Consulting Services.





**STAFFING
      SOLUTIONS**





Hospitals
      are increasingly turning to third-party experts to devise and implement
      improvements to the recruitment and management of their clinical staff. We
      provide physician staffing services to approximately 34 healthcare facilities
      in
      various provinces, including rural and urban facilities as well as tertiary
      care
      centers. In 2004 the company introduced Primary Health Care Nurse Practitioners
      to our mix of healthcare providers in hospitals.




MEII
      has developed a unique integrated staffing solution as a result of an approach
      by the Whitby Mental Health Centre to recruit primary care physicians. Reviewing
      the patient population, the




16


nature
      of the cases being treated, and the total cost of the current system, MEII
      pioneered an integrated health care model combining Primary Care Physicians
      with
      Primary Care Nurse Practitioners. This was the first time a nurse practitioner
      function was introduced into a mental health setting. The program, now in its
      ninth year of operation, has received high satisfaction ratings from both staff
      and patients, resulting in the Whitby Mental Health Centre receiving the ACE
      award from the Ministry of Health for Innovation in Health Care Delivery Design.
      In June 2002, the Centre for Addiction and Mental Health awarded MEII a similar
      contract for primary care services.




Since
      1990, the Company has been involved in the provision of healthcare services
      in
      some of the most difficult environments. The Company currently provides after
      hours physician coverage to 8 federal penitentiaries in Ontario, and has
      developed a unique delivery model in a provincial penitentiary in Nova Scotia,
      using Physician Assistants supported telephonically by emergency
      physicians.




In
      March 2005, MEII reached an understanding with a provincial pharmacist
      association, to create a program to provide temporary placement of pharmacists
      in pharmacies across the province. MEII will be responsible for the recruitment,
      credentialing, placement and monitoring of the pharmacists.





**MEDICAL
      SERVICES**




In
      addition to its healthcare staffing solutions, MEII provides innovative medical
      services directly to healthcare consumers.




*Infusion
      Services*


In
      March 2001, Med-Emerg entered into an agreement with Schering-Plough Canada
      to
      become a coordinator for the community-based infusion of RemicadeTM, in
      Ontario.  This contract capitalizes on the Company's access to clinics for
      the treatment of patients with disabling rheumatoid arthritis and Crohn's
      disease. The Company has established over 20 infusion sites to-date and
      delivered over 6,000 infusions in 2004. MEII is expecting continued growth
      for
      this service, as the trend seems to be to move infusion services from
      institution settings into community based settings.





*Pain
      Management Services*


Med-Emerg’s
      chronic pain management service, CPM Health Centres (“CPM”), was launched in
      November 2004 with the acquisition of the Scarborough Pain Clinic. A second
      location, in downtown Toronto, was opened in December 2004. CPM has developed
      a
      standardized approach to the treatment of chronic pain, using an integrated
      multi-disciplinary approach including anesthetists, ER physicians,
      physiotherapists and chiropractors, amongst others.





It
      is estimated that more than 10% of Canadians suffer from chronic pain
      (unexplained pain lasting more than 6 months). This equates to more than 800,000
      people living in southern Ontario who would potentially access medical services
      for the treatment of pain. Existing facilities in the region are backlogged
      with
      waiting times of 4-6 months. Due to the large demand, existing facilities in
      the
      rural areas are backlogged with waiting times of between 4-12
      months.





With
      the objective of reducing these waiting times, the Company has created a
      two-pronged approach to improving service availability to that require
      professional chronic pain management care. The Company developed and launched
      a
      training program specifically designed to educate emergency room physicians
      in
      chronic pain management. The first group has completed the


17


didactic
      portion of the training program. Med-Emerg is now scheduling these doctors
      in
      our Toronto-area clinics to complete the clinical portion of their
      training.





Preliminary
      plans have been completed to increase the capacity and throughput of the
      Scarborough clinic by doubling the number of clinical pain providers and
      increasing the hours and days of operation of the facility. This clinic is
      currently receiving approximately 50 new referrals per week with a waiting
      time
      of almost three months to book initial assessment appointments. The volume
      of
      referrals will more than satisfy the increased capacity, once the clinic has
      been modified and the new providers are in place.





Plans
      are underway to open additional sites in 2005.





**HEALTHCARE
      CONSULTING**




Over
      the years, MEII has developed significant experience in international and
      domestic healthcare consulting. Currently the Company is involved with several
      provincial governments, advising on a variety of issues related to primary
      care
      staffing, training and integrated service delivery models. The Company is
      currently working with the four Atlantic Provinces (New Brunswick, Nova Scotia,
      PEI and Newfoundland and Labrador) and has created an innovative health human
      resource planning tool which is focused on a needs based model as opposed to
      the
      traditional supply based design. The Atlantic project has received wide
      recognition in the marketplace, and it is reasonable to expect new business
      opportunities as a result of this. The Company was recently awarded a contract
      by the Canadian Nurses Association to develop the standard of practice for
      nurse
      practitioners across Canada. In addition, the Company is working on other
      smaller healthcare consulting projects.





**GOVERNMENT
      HEALTHCARE SERVICES - DISCONTINUED OPERATIONS**




In
      March of 2001, the Company was awarded an administrative management services
      contract, the largest of its kind, to provide medical staffing for military
      bases of the Department of National Defence (DND) across Canada. The contract
      had an initial period of three years ending on March 31, 2004, but the contract
      was amended and extended until March 31, 2005. As the service administrator,
      the
      Company recruits, credentials, schedules and pays physicians, nurses, dentists,
      physiotherapists and other regulated healthcare professionals as required by
      the
      local health authority resident on each base.  As of January 2005,
      Med-Emerg was supplying more than 750 healthcare providers to DND under this
      contract. The Company is paid a monthly administrative management fee by the
      DND
      that is linked to the number of providers being managed.





The
      primary benefit to DND from this contract is the creation of a “one stop
      shopping” arrangement for the military base. As part of a national organization,
      the Company’s recruiters source health service providers from all regions of
      Canada.  Because of its long-term relationships with its employees and
      sub-contractors, and its ability to react quickly to changing local conditions,
      the Company provides stability in the workforce and enhances continuity in
      the
      delivery of patient care for the DND.





In
      May 2004, Public Works and Government Services Canada (PWGSC) re-tendered the
      Contract, which was set to expire March 31, 2005. Med-Emerg responded to the
      tender proposal and its bid was one of three considered by PWGSC. In December
      2004 Med-Emerg learned that it was not successful in its bid to win a follow-on
      contract with DND. Its contractual relationship with the Canadian government
      for
      DND medical staffing services ended on March 31 st ,
      2005..





18


After
      learning that its bid had not been successful, in January 2005 the Company
      launched a Cdn.$100,000,000 lawsuit against the winning bidder and a former
      employee of the Company.  Med-Emerg believes that the successful bidder
      used confidential information obtained through the hiring of a former Med-Emerg
      employee to win the contract, and that the former Med-Emerg employee retained
      by
      the successful bidder breached his legal obligations by disclosing financial
      and
      other information confidential to Med-Emerg.  On January 31, 2005, the
      Company filed a complaint with the Canadian International Trade Tribunal
      (CITT).  The CITT is the administrative tribunal in Canada with the
      jurisdiction to conduct inquiries into complaints by potential suppliers
      concerning procurement by the federal government departments and agencies,
      including DND and PWGSC.. In its submission to the CITT, Med-Emerg questioned
      the manner in which the Government of Canada’s procurement for the DND medical
      staffing contract, valued at $448,810,965, was conducted, including the
      evaluation of its proposal submitted in response to the Request for Proposal
      (RFP). Specifically, Med-Emerg alleges that PWGSC:





Ø
            Awarded
                the contract to a bidder that did not meet the mandatory requirements
                of
                the bid;


Ø
            Introduced
                unpublished evaluation criteria to the evaluation process,
                and


Ø
            Failed
                to properly apply the published evaluation
                criteria.




In
      filing the complaint, Med-Emerg seeks to terminate the contract award to the
      winning bidder, to have Med-Emerg awarded the contract, or in the alternative,
      to have a new bid process conducted.  In the further alternative, the
      Company asks that it be compensated for lost profit on the contract and the
      costs associated with the filing of the complaint. . The CITT accepted the
      complaint for inquiry on February 8, 2005.  Subsequent to the commencement
      of the inquiry, PWGSC filed a motion to have the complaint dismissed on the
      grounds that the CITT did not have jurisdiction over a health services contract.
      The motion was denied. The CITT has until June 15, 2005 to rule on the
      complaint.




**RESULTS
      OF
      OPERATIONS**





NET
      LOSS





The
      Company
      reported a net loss of $296,903 for the three months ended March 31, 2005
      compared to a net loss of $147,566 for the three months ended March 31, 2004.
      The loss amounted to $0.01 per share for continuing operations for the three
      months ended March 31, 2005 compared with a loss of $0.04 per share for
      continuing operations for the three months ended March 31, 2004. The main
      reasons for the increase in loss is the higher amount of non-cash Stock
      compensation expense recorded due to the extension of warrants, and the lower
      amounts of Interest and financing expenses. Furthermore, the Company continues
      to implement its strategic plan of realigning the business units and pursuing
      profitable opportunities that are consistent with its current operating
      strategy.





REVENUE





The
      Company’s
      revenue for the three months ended March 31, 2005 increased to $3,079,432,
      compared to $ 2,445,213 for the three months ended March 31, 2004 or by 26%.





This
      revenue
      increase was mainly attributable to the Medical Services Division where
      increases were experienced in both the Infusion Services and the Pain Management
      segments of the business.





Revenue
      from the
      Institutional Staffing Division decreased slightly to $1,987,634 for the three
      months ended March 31, 2005 compared to $2,025,745 for the three months ended
      March 31, 2004 a decrease of approximately 2%.





19


Revenue
      from the Infusion Services Division increased significantly to $438,725 for
      the
      three months ended March 31, 2005 compared to $266,621 for the three months
      ended March 31, 2004 an increase of approximately 65%. This increase results
      from a similar increase in the number of Remicade infusions.





Revenue
      from the Healthcare Consulting division increased to $307,718 for the three
      months ended March 31, 2005 compared to $152,384 for the corresponding period
      in
      the prior year, an increase of approximately 102%.





Revenue
      from the Pain Management segment was $231,279 for the three months ended March
      31, 2005 as compared to $NIL for the corresponding period last year. The Pain
      Management division commenced operations in November 2004.





GROSS
      MARGIN





Gross
      Margin (revenue less direct costs) for the three months ended March 31, 2005
      increased to $807,873 compared to $543,389 for the three months ended March
      31,
      2004, an increase of approximately 49%. This increase in gross margin was due
      to
      the Medical Services Division and the Healthcare Consulting division, both
      of
      which enjoyed increased gross margins associated with growth in the respective
      divisions.





OPERATING
      EXPENSES





Operating
      expenses from continuing operations totaled $1,087,256 for the three months
      ended March 31, 2005 compared to $766,345 for the three months ended March
      31,
      2004, an increase of approximately 42%. There was an increase in salaries and
      benefits and general and administration expenses as compared to the prior
      period.





AMORTIZATION
      AND INTEREST





Interest
      and financing costs were eliminated in the period, decreasing from $45,571
      for
      the three months ended March 31, 2004 to a positive balance of $5,390 for the
      three months ended March 31, 2005. This is due to the fact that, with the recent
      equity financing, the Company has reduced its reliance on banks and other
      financial institutions.





INCOME
      TAXES





The
      Company has loss carry forwards of approximately $8.5 million to be applied
      against future corporate income taxes. This benefit has not been reflected
      in
      these statements.





**ITEM
      3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





There
      are no financial instruments that are sensitive to changes in interest rates
      or
      exposed to foreign currency exchange gains/losses.


20


**ITEM
      4: CONTROLS AND PROCEDURES**





Included
      on the signature page of this report is the Certification that is required
      under
      Section 302 of the Sarbanes-Oxley Act of 2002. This section of the report
      contains information concerning the controls evaluation referred to in the
      Section 302 Certifications and the information contained herein should be read
      in conjunction with the Certification.





Internal
      controls are designed with the objective of ensuring that assets are
      safeguarded, transactions are authorized, and financial reports are prepared
      on
      a timely basis in accordance with generally accepted accounting principles
      in
      the United States. The disclosure procedures are designed to comply with the
      regulations established by the Securities and Exchange Commission.





Internal
      controls, no matter how designed, have limitations. It is the Company's intent
      that the internal controls be conceived to provide adequate, but not absolute,
      assurance that the objectives of the controls are met on a consistent basis.
      Management plans to continue its review of internal controls and disclosure
      procedures on an ongoing basis.





Evaluation
        of Disclosure Controls and Procedures :
        Our
        management with the participation of our principal executive officer and
        principal financial officer has evaluated the effectiveness of our disclosure
        controls and procedures, as such term is defined in Rules 13a-15(e) and 15(d)
        -
        15(e) under the Securities Act of 1934, as amended (the "Exchange Act") pursuant
        to Rule 13a - 15c under the Exchange Act as of the end of the period covered
        by
        this Annual Report on Form 10K-A.
 
 We
        have
        established disclosure controls and procedures to ensure that material
        information relating to the Company is made known to the officers who certify
        the financial statements and to other members of senior management and the
        Audit
        Committee of the Board of Directors. As was initially reported, management
        was
        satisfied that its disclosure controls and procedures were effective. Subsequent
        to such evaluations, as a result of a review by the Securities and Exchange
        Commission (the "SEC) of our 1OK filing, we reviewed the adequacy of our
        disclosure of certain matters related to Management's Discussion and Analysis
        and the Notes to the Consolidated Financial Statements. After this review
        management and the Audit Committee of the Board of Directors determined to
        expand the disclosure in Management's Discussion and Analysis and in the
        Notes
        to the Financial Statements.
 
 This
        led our management to conclude that the Company's disclosure controls and
        procedures were not sufficiently effective as of December 31, 2004 and March
        31,
        2005, to ensure that information required to be disclosed in the Company's
        filings and submissions to the SEC under the Exchange Act are summarized
        and
        reported within the required time periods.
 
 **Remediation
        Measures for Identified Disclosure Controls and Procedures
        Deficiencies**
 
 Management's
        newly implemented measures to address the deficiencies in its disclosure
        controls and
        procedures include:
 
 1. Management
        will require continuing education during 2005 and 2006 of its accounting
        and
        finance staff to ensure compliance with financial reporting and compliance
        practices;
 2. Management
        will where necessary retain outside advisors to assist in the analysis of
        its
        disclosure requirements and its compliance, therewith;
 3. The
        Company will assess the staffing levels and expertise in its accounting and
        finance areas and take necessary steps to ensure appropriate. levels of
        skills;
 4. The
        Company and the Audit Committee, as necessary, will consider additional items,
        or will alter the planned steps identified above to further remediate the
        material weaknesses identified above.


There
      were no significant changes in the Company's internal and disclosure controls
      or
      in other factors that could significantly affect such internal and disclosure
      controls subsequent to the date of their evaluation.








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**PART
      II: OTHER INFORMATION**





**ITEM
      5. EXHIBITS AND REPORTS OF FORM 8-K**





(a) Exhibits




Exhibit
      31  Rule
      13a-14(a)/15d-14(a)
      Certifications.


Exhibit
      32.1  Certification
      by the
      Chief Executive Officer Relating to a Periodic Report Containing Financial
      Statements.*


Exhibit
      32.2  Certification
      by the
      Chief Financial Officer Relating to a Periodic Report Containing Financial
      Statements.*





22




(b) Reports
        on
        Form 8-K
 
 Attached
 *
        The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes
        of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act")
        or
        otherwise subject to liability under that section, nor shall it be deemed
        incorporated by reference in any filing under the Securities Act of 1933,
        as
        amended, or the Exchange Act, except as expressly set forth by specific
        reference in such filing.
 
 
 
 
 
  23
  
 **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 ZachariasRamesh
                  ZachariasChief
                  Executive Officer
 
 Date:
        March 1 ,
        2006
 
   24