July 26, 2006
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re:
Med-Emerg International Inc.
Post-Effective Amendment No. 1/A1 to Registration Statement on Form SB-2
Form A-W Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Med-Emerg International Inc., an Ontario corporation (the “Company”), hereby requests the immediate withdrawal of its Post-Effective Amendment No. 1/A1 (the “Post-Effective Amendment”) to its Registration Statement on Form SB-2 (File No. 333-97441) (the “Registration Statement”). The Post-Effective Amendment was initially filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2006.
The Post-Effective Amendment was incorrectly tagged as a SB-2MEF (a registration adding securities to prior Form SB-2 registration under Rule 462(b)) at the time of the filing. Accordingly, the Company is requesting that the Post-Effective Amendment be withdrawn and is re-filing a new post-effective amendment to the Registration Statement that will include the correct EDGAR tag, as well as disclosure relating to certain material events that have occurred since the filing of the Post-Effective Amendment.
The Company confirms that no securities have been sold pursuant to the Post-Effective Amendment.
Please contact our legal counsel, Jonathan Freedman, should you have further questions regarding our request for withdrawal. Mr. Freedman may be reached at (212) 202-0783. Thank you for your assistance in this matter.
Very truly yours,
MED-EMERG INTERNATIONAL INC.
By: /s/ Ramesh Zacharias_______
Name: Dr. Ramesh Zacharias
Title: Chief Executive Officer