MED EMERG INTERNATIONAL INC - 10-Q Quarterly Report

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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, 2002

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 September 30, 2002, 9,469,827 shares of the registrant's Common Stock
were outstanding.

MED EMERG INTERNATIONAL INC.

SEPTEMBER 30, 2002 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

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, 2002 (unaudited) and December
31, 2001 (audited) .........
Consolidated Statements of Operations for the three and nine months ended
September 30, 2002 and 2001...............
Consolidated Statement of Cash Flows for the three and nine months ended
September 30, 2002 and 2001.................
Notes to Unaudited Consolidated Financial
Statements...........................................................

MED-EMERG INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEET
AS AT SEPTEMBER 30, 2002 (UNAUDITED) AND DECEMBER, 2001 (AUDITED)
(IN US$)

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

MED-EMERG INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
(IN US$)

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

MED-EMERG INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
AS AT SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
(IN US$)

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

MED-EMERG INTERNATIONAL INC.

Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

MEII is a publicly traded company. The Common Shares and Redeemable Common Stock
Purchase Warrants have been listed on the Boston Stock Exchange since February
12, 1998. From February 12, 1998 to April 16, 2001 the Company's Common shares
and Redeemable Common Stock Purchase Warrants were listed on the NASDAQ Small
Cap Market. Since April 16, 2001, the Company's Common Shares have been listed
on the OTC Bulletin Board.

The Company's operations are divided into five units: Hospital Staffing, Medical
Clinics, Healthcare Services (Department of National Defence), Pharmaceutical
Support and Long-Term Care.

HOSPITAL STAFFING

The Company provides emergency room physician staffing services to hospitals in
Ontario, a mix of rural and urban facilities including tertiary care centers.
The Company pays its physicians on an hourly or sessional basis, and receives a
fixed monthly administrative management fee from each hospital. The Company also
provides nursing coverage to hospital emergency departments on a shift-by-shift
basis. The Company charges a fixed hourly rate for every hour of nursing
coverage provided. During the third quarter of 2002, the Hospital Staffing unit
provided approximately 4000 hours of physician coverage and 1500 hours of
nursing coverage per month for its' clients, compared to 4300 hours of physician
coverage and 1500 hours of nursing coverage during the third quarter of 2001.
Despite losing a major contract that generated 1,100 chargeable hours per month
last year, the company has been successful in filling this gap by obtaining new
contracts at other facilities. At September 30, 2002, the Company had 25
contracts for physician staffing and 8 contracts for nurse staffing compared to
13 contracts for physician staffing and 9 contracts for nurse staffing at
September 30, 2001.

MEDICAL CLINICS

The Company is one of the largest physician practice management companies in
Canada. At September 30, 2002, the Company owned and operated 22 family practice
clinics throughout Canada; located in Ottawa (12), Toronto (2), London (3),
Winnipeg (1), Edmonton (2) and Calgary (2). In addition to its own clinics, the
Company provides administrative support services to physician practices
including management, billing and staffing. This administrative support provides
physicians with the ability to practice within a professional managed network
and to concentrate on the clinical aspects of their practices.

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

1. ORGANIZATION AND DESCRIPTION OF BUSINESS (CONT'D)

HEALTHCARE SERVICES (DEPARTMENT OF NATIONAL DEFENCE)

In March of 2001, the Company was awarded an administrative management services
contract to provide medical personnel to Canadian Forces Bases across Canada.
The contract has two stages, an initial period of three years with a three year
renewal option extending to March 31, 2007.

The Company recruits, schedules and pays physicians, nurses, dentists,
physiotherapists and other regulated healthcare professionals to provide
services as required by the local health authority resident on each base. The
Company is paid a monthly administrative management fee by the DND that is
linked to the number of providers being managed at any one time. As at September
30, 2002, the Company managed approximately 770 employees and independent
healthcare professionals in 39 bases across Canada. This compares to
approximately 120 employees and independent healthcare professionals at 33 bases
as at September 30, 2001. The Company has developed the capability to manage
large multi-site, multi-provider contracts, on a national basis.

PHARMACEUTICAL SUPPORT

On March 15th, 2001, the Company signed a contract with Schering-Plough Canada
as the national coordinator for the community-based infusion of RemicadeTM for
the treatment of patients with rheumatoid arthritis and Chron's disease. At
September 30, 2002, the Company had established 12 infusion sites compared to 4
infusion sites as at September 30, 2001.

LONG-TERM CARE

During April 2002, the Company commenced providing admission physical
assessments and regular primary care to residents at long-term care facilities.
During the three months ended September 30, 2002 the Company provided physicians
and nurse practitioners to 4 long-term care facilities in Ontario.

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 MEII and all wholly- and partially-owned
subsidiaries of MEII.

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

These consolidated financial statements, footnote disclosures and other

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

2. BASIS OF PRESENTATION (CONT'D)

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, 2001.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Going concern

The consolidated financial statements have been prepared on principles
applicable to a going concern, which assumes that the Company will be able to
realize its assets and discharge its obligations in the normal course of
business. As at September 30, 2002, the Company had a working capital deficiency
of $2,353,812 and a shareholders' deficit of $2,118,843.

On June 28th the Company discharged its primary banker (HSBC) and MEII currently
does not have any traditional bank credit facilities.

Management has implemented certain plans and has obtained alternative financing
from private investors (see note 6 for further details), which it believes will
alleviate these conditions and enable the company to return to profitability in
the foreseeable future. These plans include:

1) closure of non-profitable clinics, termination of redundant staff and
cost-cutting measures;
2) negotiating discounts with creditors; and
3) disposition of redundant assets.

Consequently, on that basis, they have prepared the financial statements on a
going concern basis.

(b) Revenue reporting

The company has adopted the provisions of Emerging Issues Committee ("EIC") -
123,issued by the Canadian Institute of Chartered Accountants (CICA). which
became effective on January 1, 2002. EIC -123 addresses the reporting of revenue
on a gross basis as a principal versus on a net basis as an agent.

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

(1) Clinic Staffing:

Revenue is reported on a mix of both gross and net basis for clinic staffing.

MEII acts as principal in providing health service delivery through the clinic
network. MEII is the operator of the clinic that provides the health service,
has the responsibility to provide the facility (bricks & mortar),

MED-EMERG INTERNATIONAL INC.

Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

staffing and follow-up effort (both by way of clinic managers and the London
Billing office) and also controls the patient records, patient billings and
patient collections. There are a number of risks MEII attempts to manage which
includes insurance coverage both in respect of the property and also coverage on
healthcare professionals who work for the Company. For certain clinics, MEII has
the risk of collection in that claims may be submitted for ineligible patients
or the Minister of Health may reject certain claims processed. Revenue from
these clinics is recognized on a gross basis. However, in certain other clinics
the billings are submitted and collected by the physicians directly and only the
Company's portion is remitted to MEII. In such cases the revenue is recorded on
a net basis.

(2) Hospital Staffing, Pharmaceutical support and Long-term care:

Revenue is reported on a gross basis.

MEII acts as a principal in providing these services. MEII contracts with
emergency room physician personnel to provide services to hospitals in Ontario,
a mix of rural and urban facilities including tertiary care centres. Under
contract with Schering-Plough Canada, MEII acts as the national co-ordinator for
the community-based infusion of RemicadeTM for the treatment of patients with
rheumatoid arthritis and Chron's disease. During April 2002, MEII commenced a
new line of business, which involves contracting with physicians and nurse
practitioners to provide services to long-term care facilities in Ontario. MEII
has the risk of non-collection from these revenue streams.

(3) Healthcare Services (Department of National Defence ("DND"):

Revenue is reported on a gross basis.

MEII has an administrative management contract with DND to provide medical
personnel to Canadian armed forces across Canada.

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 turns pays the
medical personnel and support staff based on the terms of the respective
contracts signed with them. MEII has a risk of non-collection from DND.

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

4. DEMAND LOAN

The demand loan amount is owing to Morrison Financial Services Limited (MFSL)
under the terms described in note 6.

5. BANK INDEBTEDNESS

Bank indebtedness at December 31, 2001 was for borrowings from HSBC and as at
September 30, 2002, all amounts owing had been discharged. This was achieved by
obtaining alternative financing (see note 6) and by the foregiveness from HSBC
of the principal sum of $227,891.

6. REFINANCING ACTIVITIES

On May 24, 2002 the Company issued a $720,000 discounted secured debenture, with
net proceeds of $600,000 and repaid the bank loans from the net proceeds.

The terms of the secured debenture include:

1. maturity of June 1, 2003

2. an effective interest rate of 20% per annum

3. convertible into common shares at $1 per share

4. repayable at $30,000 per month (for months five and six); $35,000 per
month (for months seven through eleven); $395,000 in month twelve

5. 216,000 restricted common shares issued to the debenture holders

6. redeemable on or before 180th day from the date of the closing at 115%
of the principal amount, and any date thereafter at 120% of the
principal amount.

A principal shareholder of the Company has guaranteed the debenture, providing
as security, unrestricted free trading common shares of the Company equivalent
to 150% of the face value of the debenture. In exchange for the guarantee, the
Company issued to the guarantor shareholder common share purchase warrants to
purchase 100,000 common shares at $1.00 per share. In the event that the market
value of the common shares provided as security falls below 200 % of the face
amount of the debenture, the Company is required to pledge additional securities
to return the market value to 200% of the face amount.

On June 28, 2002, MFSL paid HSBC $477,670 on MEII's behalf which was the balance
owing under the forbearance agreement. The completion of the aforementioned
financial transaction has the effect of reducing the Company's total debt by
$227,891 since the obligation to the HSBC was eliminated at a discounted value.
MFSL provided the Company with a full-recourse invoice discounted facility in an
amount not to exceed $477,670 based on purchasing and advancing up to 75% of the
face amount of a qualifying invoice with the balance held on reserve until the
invoice is collected in full. The facility has a term of one year, with an
annualized interest rate of 34.22% that matures on June 28, 2003. In addition to
the specific Standard Form Assignments (General), all amounts due to MFSL shall

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

6. REFINANCING ACTIVITIES (CONT'D)

be secured by a general security agreement on all assets and undertakings of
MEII, an assignment of all risk insurance policies and an assignment of key man
life insurance of a director.

The Company has approximately $14,000 outstanding as at September 30, 2002 to
Financial Institutions that are payable within the year.

7. LONG TERM DEBT

On September 18, 2001 MEII issued a promissory note with an interest rate of
7% that becomes due payable 5 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.

8. 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:

Consolidated statements of operations

If U.S. GAAP were employed, net loss and shareholder's deficit for the period
would be adjusted as follows:

(a) 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.

(b) 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.

(c) Basic Earnings (Loss) 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. Basic loss 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.

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

8. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONT'D)

(d) Stock Compensation

All transactions in which goods or services are the consideration received for
the issuance of equity instruments are accounted for based on the fair value of
the consideration or the fair value of the equity instrument issued, whichever
is more reliably measurable, in accordance with the Statement of Financial
Accounting Standards Board No. 123, "Accounting for Stock-Based Compensation".

(e) Goodwill

Under Canadian GAAP, the purchase price 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 share 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.

(f) Shareholders' Equity

Under Canadian GAAP, detachable stock purchase warrants issued in conjunction
with private stock offerings are given no recognition. Under U.S. GAAP,
detachable stock purchase warrants are given separate recognition from the
primary security issued.

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

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.

The effect on shareholders' equity would be as follows:

(g) Comprehensive Income

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130) establishes standards for reporting and display of
comprehensive income and its components in the financial statements. Under U.S.
GAAP, the comprehensive loss for the nine months ended September 30 2002 and
2001 would be adjusted as follows:

(h) Recently issued Accounting Standards

The following standards were issued by the Financial Accounting Standards Board
during 2001:

SFAS No. 141 - Business Combinations and SFAS No. 142 - Goodwill and
Other Intangible Assets. SFAS No. 141 requires that companies use only
the purchase method for acquisitions occurring after June 30, 2001.

SFAS No. 142 requires that goodwill and intangible assets
acquired after June 30, 2001 should no longer be amortized but
reviewed annually for impairment.

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

8. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES (CONT'D)

SFAS No. 143 - Accounting for Asset Retirement Obligations. SFAS No.
143 requires that entities record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred.
This standard is effective for fiscal years beginning after June 15,
2002.

SFAS No. 144 - Accounting for Impairment on Disposal of Long-Lived
Assets. SFAS No. 144 requires that business recognize impairment when
the financial statement carrying amount of long-lived asset or asset
group exceeds its fair value and is not recoverable.

Under U.S. GAAP the above standards would not have a material impact on the
financial position, results of operations or cash flows of the Company.

9. SEGMENTED INFORMATION

The Company operates under five business units: Hospital Staffing, Medical
Clinics, Healthcare Services (Department of National Defence), Pharmaceutical
Support and Long-Term Care.

The Hospital Staffing unit contracts 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.

The Medical Clinics unit owns and manages medical clinic facilities. The clinics
include family practice, walk-in services, and other related services such as
massage therapy and chiropractic services.

The Healthcare Services division recruits, schedules and manages physicians,
nurses, dentists, physiotherapists and other regulated healthcare professionals
at all Canadian Forces bases.

In the table below, the Hospital Staffing unit includes the revenue and cost for
the Long-term Care business unit and the Medical Clinics unit includes the
revenue and cost for the Pharmaceutical Support unit.

MED-EMERG INTERNATIONAL INC.
Notes to Unaudited Consolidated Financial Statements
Nine months ended September 30, 2002 and 2001

10. COMMITMENTS AND CONTINGENCIES

YMFC HealthCare Inc. ("YFMC"), a wholly owned subsidiary of MEII was notified by
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 amount claimed by CCRA is $253,379. In the event that YFMC becomes
liable to pay any such amount to CCRA, MEII intends to claim an indemnity for
such amount from the directors and certain principals of YFMC pursuant to MEII's
rights under the Business Combination Agreement executed on August 10, 1999.

11. COMPARATIVE FIGURES

Certain of the comparative figures have been reclassified to conform to the
current period financial statement presentation.

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

OVERVIEW

MEII is a provider of a broad range of quality healthcare management services.
Established in 1983, the Company specializes in the coordination and contract
staffing of emergency physicians for hospitals and clinics in Canada. Though
emergency-related services remain an important component of the Company's
business, the Company has expanded to offer a wide variety of medical services
including nurse staffing, medical clinics, the recruitment of various healthcare
professionals to fulfill a contract with the Department of National Defence, and
a contract with Schering Plough Canada Inc.

The Company has achieved revenue growth of 136% year-over-year for the nine
months ended September 30. Growth was obtained from our traditional businesses
in part by way of taking advantage of the Company's national presence.
Importantly, the Company has reported a third consecutive quarter of positive
Income before interest & financing costs, amortization and taxes.

Management believes the Company is uniquely positioned to establish industry
leadership by providing integrated professional management services in the
delivery of healthcare.

In 2001, the Company was awarded the contract for civilian in-garrison
healthcare services for the Department of National Defence. The contract, the
largest of its kind in Canada is a six year agreement whereby the Company has
agreed to recruit and staff in excess of 800 full time healthcare providers at
all Canadian Forces Bases. The Company receives an administrative fee for these
services. Revenue for services provided under this contract is expected to
exceed $30 million per annum. This contract and the supporting infrastructure
create a horizontal platform that management believes will allow the Company to
secure other major government staffing contracts.

In March 2001, the Company and Schering Canada Inc, entered into an agreement
whereby the Company undertakes to recruit, credential and install new infusion
sites across Canada to deliver RemicadeTM infusion services to patients
suffering from Crohn's Disease and rheumatoid arthritis. It is estimated that
approximately 40,000 patients in Canada suffer from the debilitating effects of
these two diseases. As at September 30, 2002, there were approximately 900
patients receiving infusions. It is anticipated that the number of patients
participating in this program will reach 1,000 by December 31, 2002.

During the three months ended September 30, 2002, the Company has continued to
provide physicians and nurse practitioners to 4 long-term care facilities in
Ontario. The Company intends to expand this business unit in 2002.

RESULTS OF OPERATIONS

NET INCOME (LOSS)

The Company incurred a net loss of $233,897, or -0.02 per common share for the
three months ended September 30, 2002 compared to a net loss of $1,706,464, or
- -0.20 per common share for the three months ended September 30, 2001. The net
loss was $460,320 or -0.05 per common share for the nine months ended September
30, 2002 compared to $2,025,468 or -0.27 per common share for the nine months
ended September 30, 2001.

REVENUE

The Company's revenue for the three months ended September 30, 2002 increased to
$11,673,244, compared to $5,846,027 for the three months ended September 30,
2001, or 100%. For the nine months ended September 30, 2002 revenue increased to
$32,725,096 compared to $13,853,653 for the nine months ended September 30,
2001. This revenue growth was due to securing a management service contract with
the Department of National Defence that commenced in March 2001.

Revenue from Health Services Division amounted to $8,131,442 for the three
months ended September 30, 2002 compared to $2,504,904 for the three months
ended September 30, 2001. Health Services revenue for the nine months ended
September 30, 2002 increased to $22,621,963 from $3,400,584 for the nine months
ended September 30, 2001. As at September 30, 2002, the Company provided
approximately 770 medical personnel at DND bases across Canada, compared to 120
as at September 30, 2001.

Revenues from the Hospital Staffing unit decreased to $1,533,821 for the
three months ended September 30, 2002 compared to $1,739,317 for the three
months ended September 30, 2001 a decrease of approximately 12%. For the nine
months ended September 30, 2002 Hospital Staffing revenue was $4,088,600
compared to $5,024,731 for the nine months ended September 30, 2001 a
decrease of approximately 19%. The decrease in revenues resulted from the
loss of a physician contract.

For the three months ended September 30, 2002, revenues from Medical Clinics
unit increased to $2,007,981 or approximately 25% from $1,601,806 for the three
months ended September 30, 2001. For the nine months ended September 30, 2002
Medical Clinics revenues increased to $6,014,533 or 11% from $5,428,338 for the
nine months ended September 30, 2001. The increase resulted from adding a new
clinic location in May of 2002 and with a focus of trying to increase physician
hours at all clinic locations.

GROSS MARGIN

Gross Margin (revenue less physician and other direct costs) for the three
months ended September 30, 2002 increased to $1,711,508 or about 14%, compared
to $1,500,416 for the three months ended September 30, 2001. For the nine
months ended September 30, 2002, gross margin increased to $4,931,265 or
approximately 7% from $4,592,733 for the nine months ended September 30, 2001.
This increase in gross margin was due to the Department of National Defence
management service contract.

Physician fees and direct costs for the quarter ended September 30, 2002
increased to $9,961,736, compared to $4,345,611 for the three months ended
September 30, 2001, an increase of approximately 129%. The physician fees and
direct costs for the nine months ended September 30, 2002 was $27,793,831
compared to $9,260,920 for the nine months ended September 30, 2001. Physician
fees and other direct costs increased as a percent of revenue to approximately
85% of revenue for the nine months ended September 30, 2002 compared to
approximately 67% of revenue for the nine months ended September 30, 2001. This
increase reflected the inclusion of the DND contract where physician fees are a
greater percentage of revenue than that of the Company's other business units.

OPERATING EXPENSES

Operating expenses totaled $1,587,065 for the three months ended September 30,
2002 compared to $1,456,069 for the three months ended September 30, 2001, an
increase of approximately 9%. For the nine months ended September 30, 2002
operating expenses increased to $4,540,558 or approximately 5% from $4,322,688
for the nine months ended September 30, 2001. The increase is the result of
supporting the growing Healthcare Services contract.

INCOME TAXES

The Company has loss carry forwards of approximately $5 million to be applied
against future corporate income taxes.

LIQUIDITY AND CAPITAL RESOURCES
As at September 30, 2002, the Company had a working capital deficit of
$2,353,812.

On June 28th, 2002, the Company repaid all amounts owing to its primary banker
from the proceeds of financing secured on May 24, 2002. The Company issued a
$720,000 discounted secure debenture for net proceeds of $600,000 repayable on
June 1, 2003. The balance owing as at September 30,2002 is $630,000.

The company finances working capital needs for the DND contract through a
financing facility in the amount of $2.7 million ($4.3 million Canadian funds).

In June 2002, the lender provided the Company an additional full recourse
invoice discounting facility of up to $477,670 (note 4) to support its general
working capital needs.

The additional facility is secured by a general agreement and a postponement and
subordination of all security in respect of this financing.

ITEM 3: 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.

The Company's chief executive officer, after supervising and participating in an
evaluation of the effectiveness of the Company's internal and disclosure
controls and procedures during the third quarter ended September 30, 2002 (the
"Evaluation Date"), has concluded that as of the Evaluation Date, the Company's
internal and disclosure controls and procedures were effective.

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.

PART II OTHER INFORMATION

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

On July 25, 2002 the Company held its 2001 Annual and special meeting of
shareholders at which the following proposals were adopted:(i) the election of
the Company's Board of Directors, and (ii) the appointment of Schwartz,
Levitsky, Feldman, llp, Chartered Accountants to serve as the Company's
independent accountants for the ensuing year; (iii) to approve a resolution to
amend the stock option plan (the "Stock Option Plan"); (iv) to approve
resolutions passed by the directors of the Company on April 16 and May 7, 2001

Proposal 1

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

William Thomson 4,375,730 Shares in Favor 0 Shares Against
--------- -
Ramesh Zacharias 4,361,380 Shares in Favor 14,350 Shares Against
--------- ------
Patrick Michaud 4,375,730 Shares in Favor 0 Shares Against
--------- ---------
Dr. Frank Baillie 4,375,730 Shares in Favor 0 Shares Against
--------- -

Proposal 2

The Company's independent accountants, Schwartz, Levitsky, Feldman, llp, were
elected for the ensuing year by the following vote: 4,375,730 shares For, 0
Shares Against and 0 Shares Abstained.

Proposal 3

On the Resolution amending the stock option plan to increase the number of
shares of common stock that the Company may issue pursuant to the provisions
by the following vote: 519,653 Shares For, 58,684 Shares Against, 3,800
Shares Abstained, 3,793,593 Shares Not Voted.

Proposal 4

On the resolution to approve the grant of options to certain directors,
officers, employees and consultants of the Company, pursuant to resolutions
passed by the directors of the Company on April 6, 2001 and May 7, 2001 by the
following vote: 4,311,506 Shares For, 64,224 Shares

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 14, 2002

ITEM 5. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

Below are the certifications that need to be included on the signature page:

CERTIFICATIONs

I, Dr. Ramesh Zacharias, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Med-Emerg
International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal

controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: November 14, 2002

----------------
Dr. Ramesh Zacharias
Chief Executive Officer

I, John Jarman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Med-Emerg
International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

----------------
John Jarman
Chief Financial Officer