SecProbe.io

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Mail Stop 6010	December 23, 2005

Dr. Ramesh Zacharias
Chief Executive Officer
Med-Emerg International Inc.
6711 Mississauga Road, Suite 404
Mississauga, Ontario L5N 2W3 Canada

Re:  	Med-Emerg International Inc.
	Post Effective Amendment No. 1 to Registration Statement on
Form
SB-2,
      filed December 15, 2005
File No. 333-97441

Dear Dr. Zacharias:

      We have limited our review of the above referenced
registration
statement to the signatures required by Form SB-2 and the review
of
your Form 10-K by our accounting staff.  In that respect, we have
the
following comments:

1. We note the filing does not include the signature of your
controller or principal accounting officer.  Please include this
signature in an amended Form SB-2.  If William J Danis, the CFO,
also
serves as the controller or principal accounting officer, his
signature should be captioned as such in your amended filing.  See
Instructions 1 and 2 to the Signatures section of Form SB-2.

2. Your Form 10-K for the period ended December 31, 2004 is
currently
under review by our accounting staff.  Please be advised that we
will
not be able to grant effectiveness on your registration statement
until any and all issues on the Form 10-K are fully resolved.

      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
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	?	should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

 	Please direct any questions to Sonia Barros at (202) 551-
3655.

         	               					Sincerely,

                	          					Jeffrey
Riedler
                           					Assistant
Director

cc:	Arthur Marcus, Esq.
Gersten Savage LLP
600 Lexington Avenue, 9th Floor
New York, N.Y. 10022
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Dr. Ramesh Zacharias
December 23, 2005
Page 1

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