SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

October 12, 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
      Filed April 14, 2005
      Form 10-Q for the period ended March 31, 2005
      Filed May 16, 2005
      Form 10-Q for the period ended June 30, 2005
      Filed August 15, 2005

File No. 001-13861

Dear Mr. Danis:

      We have reviewed your response letter dated September 29,
2005
to our comment letter dated August 16, 2005 and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In one of our comments, we ask you to provide us
with
information so we may better understand your disclosure.

      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

Financial Statements

Notes to Consolidated Financial Statements

14.  Elimination of Deficit

1. Refer to your response to comment five.  You did not appear to
address why the amounts included in your proposed equity statement
differs from the amounts disclosed in this note.  Please explain
to
us the reason why this is appropriate or revise the note or
statement
to correct the difference.

2. Refer to your response to comment eight.  The operational
changes
cited in your response do not appear significant enough for the
Company to reasonably expect profitable operations, especially in
light of three consecutive quarters in which you incurred losses
immediately following the reorganization.  Please note that the
staff
has interpreted FRR 210 very restrictively to mean that an entity
cannot have an operating loss immediately after the quasi-
reorganization.  Furthermore, it is still not clear why an
expectation to more likely than not be able to realize the future
tax
benefits is consistent with your expectation of profitable
operations.  Please revise your financial statements to reverse
the
effects of quasi-reorganization under U.S. GAAP.

*    *    *    *
	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
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.

      You may contact Keira Ino, Staff Accountant, at (202) 551-
3659
or Jim Atkinson, Accounting Branch Chief, at (202) 551-3674 if you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3679 with any
other
questions.

Sincerely,

Jim B. Rosenberg
      Senior Assistant Chief Accountant
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William Danis
Med-Emerg International Inc.
October 12, 2005
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