SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

May 4, 2005

Mr. William Danis
Chief Financial Officer
Med-Emerg International Inc.
6711 Mississauga Road, Suite 404
Mississauga, Ontario, Canada L5N 2W3

Re:	Med-Emerg International Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	File No. 001-13861

Dear Mr. Danis:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures.  Where our comments call for disclosure, we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 10-K for the fiscal year ended December 31, 2004
and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period.  If we have requested additional information as well as an
amendment, or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Your letter should key your responses to our
comments.  Detailed letters greatly facilitate our review.  Please
file your letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

 Form 10-K for the fiscal year ended December 31, 2004

Item 6:  Selected Financial Data

1. Please revise this table to disclose the information presented
for
each of the five years preceding the date of the filing.  Because
the
information is provided in a currency that is not the functional
currency of the company, provide a history of the exchange rates
for
the past five years.  In addition provide any U.S. GAAP amounts
included in the reconciliation of the financial statements.  Refer
to
Items 301(a) and Instructions 5 and 6 to Item 301.

2. Please include the Supplementary Financial Information required
by
this form.  Refer to Item 302 of Regulation S-X.

Item 7:  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

3. In accordance with Rule 303(a) of Regulation S-K, please
provide
MD&A discussions for all three years presented in the financial
statements not just the two years currently discussed.

Liquidity and Capital Resources

4. Please revise this discussion to better address the factors
that
resulted in the changes to the historical liquidity.  For instance
the company references an increase in working capital, but
includes
very little discussion of what resulted in that working capital
increase.  In doing so, include a discussion of the underlying
reasons for the material changes, including the specific inflows
and
outflows generated from operations, investing, and financing,
consistent with Section IV of Financial Reporting Release 72.

5. Please include in your tabular disclosure of contractual
obligations the obligations arising from long-term debt and notes
payable in accordance with Rule 303(a)(5) of Regulation S-K.

6. Consistent with Section V of Financial Reporting Release 72,
Commission Guidance Regarding Management`s Discussion and Analysis
of
Financial Condition and Results of Operations, please discuss
accounting estimates or assumptions that may be material due to
the
levels of subjectivity and judgment necessary to account for
highly
uncertain matters or the susceptibility of such matters to change,
and that have a material impact on financial condition or
operating
performance.

Financial Statements

General

7. Please provide an analysis of the changes in each caption of
other
stockholders` deficit presented in the balance sheets as required
under Rule 3-04 of Regulation S-X.

Consolidated Statement of Operations and Deficit

8. Please explain to us the appropriateness of increasing the
numerator in the earnings per share calculation by the
"Forgiveness
of preferred share dividends."  Provide any references to the
applicable authoritative literature that supports this treatment.

Notes to Consolidated Financial Statements

3.  Summary of Significant Accounting Policies

(f) Revenue Recognition

9. Please provide to us a more detailed discussion of the factors
that make the gross method of recognition appropriate that
addresses
the criteria in EITF 99-19.  In addition, revise this disclosure
to
more adequately address the appropriateness of the timing of the
revenue recognition for each segment described.

4.  Discontinued Operations

Ontario Medical Clinics Sale

10. In this disclosure, the company makes the statement that "MEII
and AIM continue to work together to ensure the long-term
successful
development of these clinics."  Refer to paragraph 42 of SFAS 144.
One of the criteria to be able to classify certain operations as
discontinued, is that the company does not retain any significant
involvement.  Please explain to us the company`s determination
that
it does not maintain any significant continuing involvement by
addressing items under paragraph 7 of EITF 03-13.

11.  Capital Stock

(a)  Share Capital

11. We note that the company expensed directly $610,000 of costs
associated with the equity financing.  Please explain to us why
the
company did not include the costs as an offset to the proceeds
from
the offering.

(b)  Stock Option Plan

12. We note that the company did not record any expense related to
the 2.3 million options granted that are contingent upon earnings
criteria.  Please explain to us how the company considered
paragraphs
28 and 29 of SFAS 123 related to these options in concluding not
to
record any expense.

13. It appears that the company only provides the number of
weighted
average shares exercise price for shares outstanding at year-end.
Please disclose the weighted average exercise prices for all
groups
of options as required under paragraph 47(a) of SFAS 123.

14.  Elimination of Deficit

14. Please note that the SEC staff does not accept a "deficit-only
reclassification" in which the accumulated deficit is reclassified
without a revaluation of other balance sheet items.  Further,
please
tell us how you have met the eligibility criteria as discussed
under
FRR 210.

18.  Contingent Liabilities

15. Please explain to us and disclose why the uncertainties exist
related to the Goods and Services tax and the Workers Safety and
Insurance premiums.  Please disclose the range of potential loss
related to these.  In the event that such a range is not
determinable, explain to us why the company is unable to determine
such a range.

21.  Canadian and United States Accounting Policy Differences

(a)  Shareholder`s equity (deficit)

16. The disclosure indicates that additional equity under U.S.
GAAP
resulted from a timing difference in applying the share price.
Please disclose how this additional purchase price was allocated
at
the time of the acquisition as well as the timing of this
acquisition.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Keira Ino, Staff Accountant, at (202) 824-
5488
or James Atkinson, Accounting Branch Chief, at (202) 942-2826 if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. William Danis
Med-Emerg International Inc.
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