<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 SEPTEMBER 30, 2001

                                      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 November 13, 2001, 9,295,434 shares of the registrant's Common Stock
were outstanding.


<PAGE>


                          MED-EMERG INTERNATIONAL INC.
                SEPTEMBER 30, 2001 QUARTERLY REPORT ON FORM 10-Q




                                TABLE OF CONTENTS


                         PART I B FINANCIAL INFORMATION

                                                                     Page Number

Item 1.   Financial Statements ............................................
Item 2.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations...................................

                    PART II B OTHER INFORMATION

Item 3.   Quantitative and Qualitative Disclosures about market risk.......
Item 4.   Submission of Matters to a Vote of Security Holders..............
Item 5.   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 September 30, 2001 and
     December 31, 2000....................................................
Consolidated Statements for the three and nine months ended
     September 30, 2001 and 2000..........................................
Consolidated Statement of Cash Flows for the nine months ended
     September 30, 2001 and 2000..........................................
Notes to Unaudited Consolidated Financial Statements......................


<PAGE>


                          MED-EMERG INTERNATIONAL INC.
                           CONSOLIDATED BALANCE SHEET
      AS AT SEPTEMBER 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000 (AUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                                       September 30       December 31
                                                           2001               2000
                                                    ---------------     ---------------
<S>                                                 <C>                 <C>
ASSETS

CURRENT ASSETS
    Cash and short term investments                    $    195,285       $    121,765
    Accounts receivable                                   2,569,999          1,994,446
    Prepaid expenses and other                              254,738            231,167
    Investment in Next Generation Technology
      Holdings, Inc. (note 5)                               385,984                  -
                                                    ---------------     ---------------
                                                          3,406,006          2,347,378
                                                    ---------------     ---------------

Capital assets                                            1,407,556          1,667,716
Goodwill                                                  1,634,143          1,837,275
Other assets                                                741,985          3,372,761
Deferred income taxes                                     1,491,464            159,440
                                                    ---------------     ---------------

                                                       $  8,681,154       $  9,384,570
                                                    ===============     ===============

LIABILITIES

CURRENT LIABILITIES
    Bank Indebtedness (note 4)                         $  1,006,229       $  1,567,676
    Accounts payable and accrued liabilities              3,611,934          2,721,131
    Restructuring reserve                                    17,465             36,908
    Due to shareholder                                            -            175,059
    Current portion of long-term debt                       225,517            318,562
                                                    ---------------     ---------------
                                                          4,861,145          4,819,336

Long term debt (note 5)                                     595,433             11,537
                                                    ---------------     ---------------
                                                          5,456,578          4,830,873
                                                    ---------------     ---------------

Minority interest                                                 -            411,352
                                                    ---------------     ---------------

Commitments and contingencies (note 9)

    Capital Stock                                        11,387,293         10,058,975
    Contributed surplus                                   1,022,100          1,022,100
    Deficit                                              (8,659,877)        (6,634,408)
    Cumulative translation adjustment                      (524,940)          (304,322)
                                                    ---------------     ---------------
                                                          3,224,576          4,142,345
                                                    ---------------     ---------------

                                                       $  8,681,154       $  9,384,570
                                                    ===============     ===============
</TABLE>

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


<PAGE>


                          MED-EMERG INTERNATIONAL INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                   -----------------------------------    ----------------------------------
                                                         September          September        September          September
                                                            2001               2000             2001               2000

<S>                                                <C>                <C>                 <C>              <C>
Revenue                                               $   5,846,027      $   3,911,233     $  13,853,653      $  12,230,051
Physician fees and other direct costs                     4,345,611          2,521,505         9,260,920          7,639,729
                                                   -----------------  -----------------   ---------------  -----------------
                                                          1,500,416          1,389,728         4,592,733          4,590,322
                                                   -----------------  -----------------   ---------------  -----------------
Expenses
    Salaries and benefits                                   727,648            709,952         2,246,315          2,343,453
    General and administration                              267,977            126,351           677,981            531,532
    Occupancy costs and supplies                            350,238            470,081         1,095,612          1,377,621
    Public company costs                                     40,729             60,366           104,997            115,843
    Travel & Marketing                                       69,477             84,113           197,783            160,132
                                                   -----------------  -----------------   ---------------  -----------------
                                                          1,456,069          1,450,863         4,322,688          4,528,581
                                                   -----------------  -----------------   ---------------  -----------------
Income before amortization, interest
    & financing costs & taxes                                44,347            (61,135)          270,045             61,741

    Interest and financing expense                           94,439             56,994           204,556            151,941
    Amortization of capital assets                           85,575             85,057           260,519            271,990
    Amortization of goodwill                                 34,803             48,190           110,696            141,535
    Amortization of other assets                             40,454             44,314           127,977            136,308
    Healthy Connect.com software & development
      costs                                                       -            234,607           271,295          1,403,743
    Dilution gain                                                 -           (162,731)          (25,938)          (162,731)
    Write down of Healthy Connect.com
      investment (note 5)                                 1,540,986                  -         1,540,986
    Loss on disposition                                           -            111,252            17,390            111,252
                                                   -----------------  -----------------   ---------------  -----------------
                                                          1,796,257            417,683         2,507,481          2,054,038
                                                   -----------------  -----------------   ---------------  -----------------

Loss before income taxes                                 (1,751,910)          (478,818)       (2,237,436)        (1,992,297)
    Income taxes (recovery)                                 (80,765)          (133,353)         (274,975)          (434,542)
                                                   -----------------  -----------------   ---------------  -----------------
Net loss before minority interest & preferred
  shares                                                 (1,671,145)          (345,465)       (1,962,461)        (1,557,755)

    Minority Interest                                         3,904            222,494           (36,180)            78,050
                                                   -----------------  -----------------   ---------------  -----------------
Net loss before preferred share dividends                (1,675,049)          (567,959)       (1,926,281)        (1,635,805)

    Preferred share dividends                               (31,415)           (33,934)          (99,187)          (102,343)
                                                   -----------------  -----------------   ---------------  -----------------
Net loss                                                 (1,706,464)          (601,893)       (2,025,468)        (1,738,148)

Deficit, beginning of the year                           (6,953,413)        (5,471,821)       (6,634,409)        (4,335,566)

Deficit, end of the period / year                     $  (8,659,877)     $  (6,073,714)    $  (8,659,877)     $  (6,073,714)
                                                   =================  =================   ===============  =================

Basic and fully diluted loss, per share               $       (0.20)     $       (0.11)    $       (0.26)     $       (0.29)

Weighted average number of common shares                  8,343,808          5,653,825         7,551,327          5,653,825
</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 SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)
                                    (IN US$)

<TABLE>
<CAPTION>
                                                                         September 30      September 30
                                                                             2001              2000
                                                                         -------------    -------------
<S>                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the period                                              $  (1,926,281)     $(1,635,805)
    Adjustments for:
           Amortization of capital assets                                      260,519          271,990
           Amortization of goodwill and other assets                           353,698          277,843
           Deferred income taxes                                              (274,975)        (434,542)
           Loss on sale of clinics & capital assets                             17,390
           Dilution gain from HealthyConnect.com                               (25,938)        (164,428)
           Write down of HealthyConnect.com investment                       1,540,986
           Minority interest                                                   (36,180)
           Stock compensation                                                        -           39,398
           Investment in Next Generation Technology Holdings, Inc.            (385,984)
                                                                         ---------------    -------------
                                                                              (476,765)      (1,645,544)
    Increase (decrease) in non-cash working capital components                (799,839)        (122,775)
                                                                         ---------------    -------------
                                                                            (1,276,604)      (1,768,319)
                                                                         ===============    =============

CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to capital assets                                               (127,529)      (1,075,753)
    Other assets                                                             2,408,247        1,170,478
    Sale of investment in clinic                                               (15,099)
    Investment in Healthy Connect.com                                       (1,540,986)
                                                                         ---------------    -------------
                                                                               724,633           94,725
                                                                         ===============    =============

CASH FLOWS FROM FINANCING ACTIVITIES
    Bank indebtedness                                                         (561,447)         134,620
    Issue of common shares                                                   1,328,318          357,807
    Repayment of debt                                                          490,851         (313,349)
    Due to minority Interest                                                  (411,352)       1,124,582
    Due to related parties                                                    (175,059)               -
                                                                         ---------------    -------------
                                                                               671,311        1,303,660
                                                                         ===============    =============


Effect of foreign currency exchange rate changes                               (45,820)         238,839


INCREASE/(DECREASE) IN CASH AND SHORT-TERM INVESTMENTS                          73,520         (131,095)
Cash and short-term investments, beginning of period                           121,765          229,965
                                                                         ---------------    -------------
Cash and short-term investments, end of period                           $     195,285      $    98,870
                                                                         ===============    =============
</TABLE>

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


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company's operations are divided into three divisions, Physician and Nurse
Recruitment Services, Physician Management Services and Healthcare services.
Med-Emerg's strategy in 2001 will be to focus on Healthcare services. The
Company intends to broaden its recruiting and management services over a wider
geographic base, as well as securing contracts with the pharmaceutical industry
and the federal government.

For physician and nurse recruitment services, the Company provides emergency
department physician and nurse recruitment, staffing and administrative support
services to hospitals, on a contractual basis. At September 30, 2001, the
Company had 13 contracts for physician staffing and 9 contracts for nurse
staffing.

Under physician management services, the Company owns and manages medical clinic
facilities. 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.
At September 30, 2001, the Company owned and managed 24 clinics.

Healthcare services are a business platform extension for the company and is
comprised of government and pharmaceutical contracts. Med-Emerg was awarded a
3-year management service contract to provide up to 600 medical personnel to all
Canadian Forces Bases across Canada. The contract commenced at the beginning of
April 2001 and extends through March 31, 2004, eligible for with a further
three-year renewal. The Company has successfully completed the implementation
stage of the contract and has now entered the maintenance phase. Through this
agreement Med-Emerg recruits, schedules and manages physicians, nurses,
dentists, physiotherapists and other regulated healthcare professionals to
provide services as required by the Canadian Forces health authority resident on
each base.

Schering Canada Inc, a leading Canadian pharmaceutical supplier, has entered
into an agreement to have MEII clinics provide special access Remicade(TM)
infusion services to patients suffering from Crohn's Disease and Rheumatoid
Arthritis. Under this agreement, MEII will provide medical professionals to
provide infusion services for patients receiving Remicade(TM) at clinic
locations across Canada.

As a result of management and the board's decision to focus on Healthcare
services, the Company intends to divest its interest in HealthyConnect.com in
fiscal 2001.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


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 financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000.

3.   MANAGEMENT'S INTENTIONS

As at September 30, 2001, certain adverse financial conditions and events
were prevalent that required necessary actions by management to enable the
company to return to profitability and to reverse these adverse conditions
and events. These include recurring operating losses, working capital
deficiencies, negative cash flow from operations, adverse key financial
ratios and violation of certain loan covenants. Management's plans to
mitigate these adverse conditions and events include:

     1)   Forbearance agreement with its bankers, which has already been
          executed.
     2)   Closure of non-profitable divisions, which has already been
          executed.
     3)   Termination of redundant staff and the institution of other cost
          cutting measures which are currently in effect.
     4)   Disposition of redundant assets
     5)   Renegotiation with major customers to accelerate payment terms.

4.   BANK COVENANTS

As at September 30, 2001 the Company was in violation of certain loan covenants.
The company has negotiated forbearance agreements with its secondary bankers and
is confident of achieving this objective with its primary banker. As a condition
of forbearance, a repayment schedule has been agreed to.

5.   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 medical clinics in exchange for similar
securities of the Company. As at September 30, 2001, the balance of the
integration costs in connection with the acquisition was $17,465.

Effective September 1, 2001, the Company purchased all the assets of Wildwood
Medical Centre, a medical clinic operating in Winnipeg, Manitoba.

In accordance with the plan of divestiture of non-core assets, on September 18,
2001 the Company disposed of its ownership interest in HealthyConnect.com.,Inc.
Next Generation Technology Holdings, Inc. (NGTH) purchased 100% of
HealthyConnect.com.,Inc. ("HCCI") a Delaware corporation or 18,099,776 HCCI
shares by issuing 1,929,922 NTGH shares at the published conversion rate of
0.1066268 NGTH share for each HCCI share acquired. All outstanding issues
between MEII and its subsidiary HCCI (founded in November) 1999 were settled as
follows:


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


5.   ACQUISITIONS AND DISPOSITIONS (cont'd)

Settlement of all inter-company balances between HCCI and MEII, as follows:

     i) EMC(2) Corporation (formerly Data General) - HCCI and NGAC agreed to pay
        all amounts that are due and payable under the Lease Agreement,
        releasing MEII from any remaining obligation under the Lease Agreement
        provided that MEII returns all of the equipment which it currently has
        in its possession under the Lease Agreement with EMC(2) Corporation. The
        obligation as identified in the last quarterly report was approximately
        $120,000. MEII intends to return the few computers still held in its
        possession.

    ii) MEII received 1,000,000 HCCI shares in consideration of the issuance of
        50,000 MEII shares to pay an outstanding HCCI legal account and a
        further 150,000 MEII shares were issued to satisfy an outstanding
        account with TekInsight,Inc.

   iii) Certain of the former Harmonie Group, Inc. shareholders exercised their
        right to exchange HCCI shares for MEII shares and promissory note under
        a Conditional Stock Exchange Agreement (dated June 19, 2000), prior to
        the merger. This resulted in a MEI share issuance of 1,077,440 common
        shares (restricted) upon the conversion of 1,744,706 HCCI shares coupled
        with $595,433 in promissory notes. One promissory note in the amount of
        $356,248 was converted to common shares (restricted) to complete this
        transaction at the company's option. The outstanding promissory notes
        bear an interest rate of 7% and become due and payable in five years
        after issuance. MEII may pay the principal amount and accrued
        interest in the note at any time, upon five business days notice,
        prior to maturity. MEII may make payment of the note in the form of
        cash or shares or a combination of cash and shares with an aggregate
        market value equal to the principal amount of the note plus accrued
        interest upon the note. With the completion of the merger between HCCI
        and NGTH, MEII was entitled to receive an additional 1.923 share of
        HCCI common stock for every share of HCCI Common stock surrendered by
        former shareholders of Harmonie Group, Inc. for a total additional
        shares of HCCI of 3,355,070. At the closing of these transactions MEII
        held 18,099,776 shares in HCCI which were converted to 1,929,921 shares
        in NGTH pursuant to a supplement to the merger agreement dated
        September 27, 2001.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


6.   CAPITAL STOCK

Pursuant to an agreement dated April 6, 2001, the Company completed $496,000
(before issuance costs) on the issuance of 1,000,000 shares at approximately
$0.50 each, through a private placement.

On June 19, 2000, the Company entered into a conditional stock exchange
agreement with he shareholders of the Harmonie Group, which gives those
shareholders the right to exchange their shares in HCCI for shares in the
Company.

During the quarter, the following shares were issued to the shareholders of the
Harmonie Group in exchange for shares in HCCI

<TABLE>
<S>                                                                    <C>
738,156 shares of the Company in exchange for
     1,744,706 shares in HCCI                                          $369,079
339,284 shares of the Company in exchange for a
     promissory note                                                   $356,248
</TABLE>

During the quarter, the following shares were issued in settlement
of outstanding obligations

<TABLE>
<S>                                                                    <C>
200,000 of the Company in exchange for services                        $109,461
</TABLE>

Warrants and Stock Option Plans

Under a stock option plan, a director was granted an option on May 7, 2001 to
purchase 10,000 common shares of the Company at a price of $1.04 (US) per common
share (being the closing price of the common shares of the Corporation on May 4,
2001, as quoted on NASDAQ).

7.   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:


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


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

Consolidated statements of operations

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

<TABLE>
<CAPTION>
                                                               September                September
                                                                    2001                     2000
                                                           -----------------          ----------------

<S>                                                         <C>                       <C>
Net income (loss) based on Canadian GAAP                        (1,926,281)               (1,635,805)
Start-up costs amortized/(deferred)                                 31,977                    33,840
Deferred acquisition costs                                               -                         -
Goodwill amortization                                              (41,130)                  (41,130)
Dilution gain                                                      (25,938)                        -
                                                           -----------------          ----------------

Net loss based on United States GAAP                            (1,961,372)               (1,643,095)
Primary loss per share                                              $(0.26)                   $(0.29)
</TABLE>


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

<TABLE>
<CAPTION>
                                                                 September                  December
                                                                   2001                       2000
                                                           -----------------          ----------------

<S>                                                         <C>                       <C>
Deficit based on Canadian GAAP                                  (8,659,877)               (6,634,408)
Start-up costs deferred                                           (158,973)                 (200,907)
Goodwill amortization                                             (104,895)                  (63,319)
Dilution gain                                                      (25,938)               (1,188,525)
                                                           -----------------          ----------------

                                                                (8,949,683)               (8,087,159)
                                                           =================          ================

Goodwill & other assets based on Canadian GAAP                   2,376,128                 5,210,036
Start-up costs deferred                                           (158,973)                 (200,907)
Goodwill on purchase of YFMC Healthcare Inc.                       983,423                 1,024,553
                                                           -----------------          ----------------

                                                                 3,200,578                 6,033,682
                                                           =================          ================
</TABLE>


(a) Deferred Income Taxes

Under U.S. GAAP, the Company is required to follow Statement of Financial
Accounting Standards (SFAS No. 109) "Accounting for Income Taxes", which
requires the use of the "asset and liability method" of accounting for deferred
income taxes, which gives recognition to deferred taxes on all "temporary
differences" (differences between accounting basis and tax basis of the
Company's assets and liabilities, such as the


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


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

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.

(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.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


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

As allowed by SFAS 123, the Company has decided to continue to use Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" in
accounting for the Company's Stock Option Plan (the "Plan") for U.S. GAAP
purposes.

(f) Goodwill

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

(g) Shareholders' Equity

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

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

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

<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


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

The effect on shareholders' equity would be as follows:

<TABLE>
<CAPTION>
                                                                           September                   December
                                                                             2001                        2000

<S>                                                                  <C>                          <C>
     Capital stock                                                         11,387,293                 10,058,975
     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                                      12,438,759                 11,110,441
                                                                     ==================           ================

     Contributed surplus                                                    1,022,100                  1,022,100
     Share purchase warrants                                                   36,406                     36,406
                                                                     ------------------           ----------------
     Contributed surplus- US GAAP                                           1,058,506                  1,058,506
                                                                     ------------------           ----------------

          Deficit - U.S. GAAP                                              (8,949,683)                (8,087,159)
          Cumulative translation adjustment                                  (524,940)                  (304,322)
                                                                     ------------------           ----------------

                                                                            4,022,642                  3,777,466
                                                                     ==================           ================
</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>
                                                     September                    September
                                                       2001                         2000

<S>                                              <C>                          <C>
Net income (loss) (U.S. GAAP)                        (1,961,372)                  (1,643,095)
Foreign currency translation adjustment                (220,618)                      83,720
                                                 ----------------             ----------------

Comprehensive loss                                   (2,181,990)                  (1,559,375)
                                                 ================             ================
</TABLE>

<PAGE>



MED-EMERG INTERNATIONAL INC.

Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


7.   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>
                                                                       September                  September
                                                                          2001                      2000

<S>                                                              <C>                        <C>
     On a gross basis (Physician & Nurse recruiting and
       Healthcare services)                                             8,425,315                 5,477,435
     On a net basis (Physician management services)                     5,428,338                 6,752,616
                                                                 -----------------          ----------------
     Total revenue                                                     13,853,653                12,230,051
     Less: Physician fees & other direct expenses                       9,260,920                 7,639,729
                                                                 -----------------          ----------------

     Gross margin                                                       4,592,733                 4,590,322
                                                                 =================          ================
</TABLE>


8.   SEGMENTED INFORMATION

The Company operates under three divisions: Physician and Nurse Recruitment,
Physician Management Services and Healthcare services. The Physician and Nurse
Recruitment division 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.


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


8.   SEGMENTED INFORMATION (cont'd)

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

The Healthcare Services division involves recruiting and staffing for the
pharmaceutical industry and fulfillment of government contracts. Through a
contract awarded to Med-Emerg by the Department of National Defense, Med-Emerg
recruits, schedule and manage physicians, nurses, dentists, physiotherapists and
other regulated healthcare professionals to provide services as required by the
Canadian Forces health authority resident on each base.

Details are as follows:


<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


8.   SEGMENTED INFORMATION (cont'd)

<TABLE>
<CAPTION>
                                                                                September 30, 2001
                                                     -------------------------------------------------------------------
                                                       Physician          Physician
                                                        & Nurse           Management        Healthcare
                                                       Recruiting          Services          Services       Consolidated
                                                     -------------------------------------------------------------------

                                                                      Three months ended September 30, 2001
                                                     -------------------------------------------------------------------
<S>                                                  <C>                  <C>               <C>             <C>
Revenue                                                  1,739,317          1,601,806        2,504,904        5,846,027
Gross margin                                               332,554            760,788          407,074        1,500,416

Operating income                                           131,819           (235,070)         147,598           44,347


                                                                      Nine months ended September 30, 2001
                                                     -------------------------------------------------------------------
Revenue                                                  5,024,731          5,428,338        3,400,584       13,853,653
Gross margin                                               821,859          2,766,699        1,004,175        4,592,733

Operating income                                           148,520           (273,382)         394,907          270,045

Assets employed at end of period                         3,980,683          4,405,454          915,017        9,301,154
Depreciation and amortization                               46,444            443,798            8,950          499,192


                                                                                September 30, 2000
                                                     -------------------------------------------------------------------
                                                       Physician          Physician
                                                        & Nurse           Management        Healthcare
                                                       Recruiting          Services          Services       Consolidated
                                                     -------------------------------------------------------------------

                                                                      Three months ended September 30, 2000
                                                     -------------------------------------------------------------------
Revenue                                                  1,723,638          2,187,595                         3,911,233
Gross margin                                               186,525          1,203,203                         1,389,728

Operating income                                           (57,958)            (3,177)                          (61,135)

                                                                      Nine months ended September 30, 2000
                                                     -------------------------------------------------------------------
Revenue                                                  5,477,435          6,752,616                        12,230,051
Gross margin                                               879,460          3,710,862                         4,590,322

Operating income                                            76,035            (14,294)                           61,741

Assets employed at end of period                         3,097,961          1,746,749                         4,844,710
Depreciation and amortization                              106,464            443,369                           549,833

Assets employed at the end of the period by Healthy Connect.com                              5,113,546
</TABLE>

<PAGE>


MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2001 and 2000


9.   COMMITMENTS AND CONTINGENCIES

"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."

10.  ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Annual and Special Meeting of shareholders of Med Emerg International Inc
was held on June 26, 2001 at the corporation's principal executive offices.
There were three resolutions presented and approved, namely;

(i)      To elect Directors. William Thomson, Ramesh Zacharias, Robert Rubin,
         Patrick Michaud and Dr. Frank Baillie were elected as directors of the
         Corporation.

(ii)     To approve the appointment of Schwartz, Levitsky, Feldman, llp,
         Chartered Accountants as the corporation's independent public
         accountants for the ensuing year.

(iii)    To approve a special resolution empowering the directors to determine,
         from time to time, the number of directors of the Corporation and the
         number of directors to be elected at each annual meeting or annual
         resolutions of the Stockholders, subject to NASDAQ corporate governance
         rules.

11.   SUBSEQUENT EVENTS

On October 29, 2001 the Company's Board of Directors had approved the selling of
1,929,922 shares of NGTH (see note 5) to one or more persons in private
transactions at $0.20 per share. On November 8, 2001, the Company sold 500,000
shares of NGTH for proceeds of $100,000. It is management's intention to sell
the remaining NGTH shares over the next 12 months. The Company is entitled to
utilize approximately $770,000 in capital losses realized from the sale of its
investment in NGTH against any future unrealized capital gains.

12.   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 critical healthcare management services. Established in
1983, the Company provides an essential service to Canada's healthcare system
through the coordination and contract staffing of emergency physicians and
nurses for hospitals and clinics. Through its emergency-related services
platform, Med-Emerg has expanded to offer a wide variety of medical services
including recruitment, healthcare staffing, and physician practice management
services.

Med-Emerg is positioned to establish industry leadership by providing integrated
professional management services in the delivery of healthcare to the healthcare
consumer. The Company's operations are divided into three divisions: Physician
and Nurse Recruitment Services, Physician Management Services and third party
Health Care Contracts. Med-Emerg's strategy is to remain focused on these three
divisions while continuing to broaden its consolidation of physicians over a
wider geographic base. Med-Emerg is well positioned to benefit from the aging of
the baby boomer population and has begun to capitalize on recent developments
within the North American health care environment. Specifically, the Company's
strategy is to leverage its 15 years of physician recruitment experience in
becoming a dominant player in Physician Management Services and to extend
service delivery throughout its healthcare network of physicians, patients,
pharmacies and third party payors.

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

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

MEII was deliberate in business development strategy to leverage its knowledge
of the public hospital and clinic staffing business into a


<PAGE>


new, untouched horizontal market, Healthcare services, government agency
healthcare staffing. In Canada, provincial and federal governments are
responsible for operating and staffing health facilities associated with
Canada's military, Department of Veteran's Affairs, Corrections and Penitentiary
Services, Royal Canadian Mounted Police and Canada's Aboriginal Peoples. The
services are often poorly managed.

The company was recently awarded the contract for civilian in-garrison
healthcare services for the Department of National Defense. The contract, the
largest of its kind in Canada is a six year agreement (three plus another three
years option to renew) that will see MEII recruit and staff an annual complement
in excess of 600 full time healthcare providers in all Canadian Forces Bases.
Annual costs of services provided under this contract are expected to be $16
million. MEII receives an annual administrative fee to recruit and manage
required personnel. MEII has successfully completed the implementation phase of
the contract. During this stage, MEII has hired regional recruiting staff across
Canada to service local Canadian Forces Bases. Standard operating procedures and
training programs have been completed, documented and approved by Defense staff.
Senior staff managing this project has previous Canadian military experience and
this has been helpful in matching the project requirements to the specific needs
of full time regular forces. This contract and its supporting infrastructure
creates a robust horizontal platform that will allow MEII to take advantage of
other major government staffing contracts, both to penetrate its traditional
hospital staffing and physician management services across Canada.

In March 2001, Med-Emerg International Inc. and Schering Canada Inc., a leading
Canadian pharmaceutical supplier, entered into an agreement to have MEII provide
special access Remicade-TM-infusion services to patients suffering from Crohn's
Disease and Rheumatoid Arthritis. Under this agreement, MEII will coordinate and
manage all infusion services for patients referred to Schering Canada Inc.'s
Remicade-TM- program at various clinic locations across Canada. It is estimated
that approximately 40,000 patients in Canada suffer from the debilitating
effects of these two diseases. Remicade-TM- reduces inflammation in patients
with Crohn's disease and rheumatoid arthritis by binding to and neutralizing
TNF-alpha on the cell membrane and in the blood. Med-Emerg is paid a management
fee to recruit, credential and install new infusion sites across Canada. In
addition to the management fee the company also receives an administrative fee
to coordinate and schedule patients visiting these locations. The Company has
developed its own proprietary scheduling software that coordinates infusion
nurses, patients, drug delivery and site schedules together. As of the end of
September, this program has opened ten sites across Canada and has coordinated
360 infusion sessions. This is beginning to grow rapidly and the company expects
the fourth quarter to see an additional 200-300 infusion sessions scheduled at
its facilities. It is the Company's strategy to leverage this network of
providers and scheduling system to several others of the new infusion based
pharmaceuticals that are being released onto the market.


<PAGE>


RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2001 compared to Third Quarter Ended September
30, 2000

REVENUES.  Company wide revenues increased by $1,934,794 or 49.5% from
$3,911,233 in the third quarter of 2000 to $5,846,027 in the third quarter of
2001. Year-to-date revenue increased by $1,623,602 or 13.3% to $13,853,653 for
the nine months ended September 30, 2001 compared to $12,230,051 for the same
period in 2000.

Revenues generated by Physician Management Services decreased by $585,789 or
26.8% from $2,187,595 in the third quarter of 2000 to $1,601,806 during the
third quarter of 2001. For the nine months ended September 30, 2001, Physician
Management Services revenue was $5,428,338 which represents a decrease of
$1,324,278 or 19.6% over the nine months ended September 30, 2000. This change
is due to the closure of certain clinics that were not meeting earnings
expectations.

Revenues from Physician and Nurse Recruiting increased by $15,679 or 0.9% to
$1,739,317 during the third quarter of 2001 from $1,723,638 during same period
for 2000. Revenues for the nine months ended September 30, 2001 were $5,024,731,
a $452,704 or 8.3% decrease from the same period in 2000. The decrease in
revenues resulted from the completion of a large international contract during
the previous period and the loss of a large staffing contract due to the
government closure of an emergency room facility.

Revenues from Healthcare Services, being a new business platform extension,
increased by 100% or $2,504,904 compared to the same quarter last year.
Year-to-date Healthcare Services revenue increased by $3,400,584 or 100% for the
nine months ended September 30, 2001 compared to the same period in 2000.

PHYSICIAN FEES AND OTHER DIRECT COSTS.  Physician fees and direct costs, which
primarily represents fees to contract physicians, increased by $1,824,106 or
72.3% from $2,521,505 in the third quarter of 2000 to $4,345,611 in the third
quarter of 2001. For the nine months ended September 30, 2001, physician fees
and direct costs increased by $1,621,191 or 21.2% to $9,260,920 from $7,639,729.
Physician fees and other direct costs increased as a percent of revenue,
representing 74.3% of revenues for the quarter ended September 30, 2001 and
64.5% of revenues for the quarter ended September 30, 2000. The reason for the
increase in this ratio is due to full revenue accounting for the DND contract so
that all physician costs associated with the DND contract are reflected in
physician fees. Physician fees and other direct costs increased as a percent of
revenue, representing 66.8% of revenues for the nine months ended September 30,
2001 and 62.5% of revenues for the nine months ended September 30, 2000.

Physician fees and other direct costs of the Physician Management Services
division decreased by $143,374 or 14.6% from the third quarter of 2001 compared
to the same period in 2000. For the nine months ended September 30, 2001
physician fees and other direct costs was $2,661,639 compared to $3,041,754 for
the nine months ended September 30, 2000, which represents a decrease of
$380,115 or 12.5%.


<PAGE>


Physician fees and other direct costs of the Physician & Nurse Recruiting
division decreased by $130,350 or 8.5% from the third quarter of 2001 compared
to the same period in 2000. Year-to-date physician fees and other direct costs
decreased by $395,103 or 8.6% from $4,202,872 for the period ending September
30, 2001 compared to $4,597,975 for the same period in the 2000 year.

Physician fees and other direct costs of the Healthcare Services division, being
a new business platform extension as noted above, increased by 100% or
$2,097,830 for the three months ended September 30, 2001 and $2,396,409
year-to-date. These costs were only incurred during the second and third quarter
of the 2001 fiscal year.

OPERATING EXPENSES.  Operating expenses have increased by $5,206 or 0.36% to
$1,456,069 in the third quarter of 2001 from $1,450,863 in the third quarter of
2000. For the first nine months in 2001 operating expenses decreased by $205,893
or 4.5% to $4,322,688 from $4,528,581 for the first nine months in 2000.

PROVISION FOR INCOME TAXES.  The income tax recovery is based on an effective
tax recovery rate for the quarter of 40%. The company expects to realize taxable
earnings from the Healthcare Service division due to existing contracts, against
which loss carry forwards can be applied.

NET PROFIT/LOSS.  The Company reported income before HealthyConnect.com,
amortization, interest, taxes and financing costs of $44,347 for the three
months ended September 30, 2001 as compared to a loss of $(61,135) for the three
months ended September 30, 2000. The company reported a net loss of $(1,675,049)
for the three months ended September 30, 2001 as compared to $(567,959) for the
three months ended September 30, 2000. Income before HealthyConnect.com,
amortization, interest, taxes and financing costs for the nine months ended
September 30, 2001 was $270,045 as compared to income of $61,741 for the nine
months ended September 30, 2000. For the nine months ended, September 30 2001,
the company reported a net loss of $(1,926,281) as compared to $1,635,805 for
the nine months ended September 30, 2000. Under U.S. GAAP, the Company reported
a net loss of $(1,961,372) for the nine months ended September 30, 2001 as
compared to a net loss of $(1,643,095) for the nine months ended September 30,
2000.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2001, the company's working capital deficit totaled
$1,455,139. The company has available a line of credit with its lead bank for
up to approximately $1,300,000 but is in negotiation to secure an extension of
the existing arrangement and final settlement. The established credit facility
bears interest at the bank's prime lending rate plus 3.0% per annum with
interest payable monthly. Forbearance agreements have been negotiated with its
secondary bankers and a repayment schedule for the balances totaling
approximately $225,000 under capital lines of credit, has been negotiated. The
capital lines of credit bear varying interest rates from the bank's prime
lending rate plus 0.75% to 9.45% per annum.


<PAGE>


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.



PART II B OTHER INFORMATION

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No disclosure required.


<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 26, 2001, the Company held its annual and special meeting of
shareholders at which the following proposals were adopted: (i) the election of
the Company's Board of Directors; (ii) the appointment of Schwartz, Levitsky,
Feldman, llp, Chartered Accountants to serve as the Company's independent
accountants for the ensuing year; and (iii) a special resolution empowering the
directors to determine, from time to time, the number of directors of the
Corporation and the number of directors to be elected at each annual meeting or
annual resolutions of the Stockholders, subject to NASDAQ corporate governance
rules.

Proposal 1

Each of the following persons were elected to serve on the Company's Board of
Directors:

<TABLE>
<S>                    <C>                              <C>
William Thomson        3,685,647  Shares In Favor       -0-  Shares Against
Ramesh Zacharias       3,685,647  Shares In Favor       -0-  Shares Against
Robert Rubin           3,685,647  Shares In Favor       -0-  Shares Against
Patrick Michaud        3,685,647  Shares In Favor       -0-  Shares Against
Dr. Frank Baillie      3,685,647  Shares In Favor       -0-  Shares Against
</TABLE>

Proposal 2

The Company's independent accountants, Schwartz, Levitsky, Feldman, llp, were
elected for the ensuing year by the following vote: 3,685,647 shares For, -0-
shares Against and -0- shares Abstained.

Proposal 3

A special resolution empowering the directors to determine, from time to time,
the number of directors of the Company and the number of directors to be elected
at each annual meeting or annual resolutions of the Stockholders, subject to
NASDAQ corporate governance rules was approved by the following vote: 3,685,647
shares For, -0- shares Against and -0- shares Abstained.

ITEM 5.  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 June 30,
2001.


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:     November 13, 2001