UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB

(  X )    QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Quarterly  Period  Ended          June  30,  2001

(   )     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:   0-30018


                              MERIDIAN  HOLDINGS,INC.
                              ----------------------
             (Exact  Name  of  Registrant  as  Specified  in  its  Charter)

              COLORADO                                   52-2133742
    -------------------------------               ------------------------
    (State  of  Other  Jurisdiction  of                  (I.R.S.  Employer
    Incorporation  or  Organization)               Identification  Number)

        900  WILSHIRE  BOULEVARD,  SUITE  500,  LOS  ANGELES,  CALIFORNIA  90017
        ----------------------------------------------------------------
                    (Address  of  Principal  Executive  Offices)

                                 (213)  627-8878
        ----------------------------------------------------------------
              (Registrant's  telephone  number,  including  area  code)

                                       N/A
        ----------------------------------------------------------------
    (Former  name,  former address and formal fiscal year, if changed since last
                                     report)


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 and, (2) has been subject to such filing
requirements  for  the  past  90  days.     Yes  (  X  )   No   (    )

As  of  June  30,  2001,  Meridian  Holdings, Inc.,  Registrant  had  93,456,485
shares  of  its  $0.001  par  value  common  stock  outstanding.















                                       Page  1 of 12 sequentially numbered pages
                                                                       Form 10-Q
                                                             Second Quarter 2001
                            MERIDIAN  HOLDINGS,  INC.

                                      INDEX
<TABLE>
<CAPTION>

                                                                               PAGE
                                                                               ----
<S>                                                                          <C>
PART  I.  FINANCIAL INFORMATION

          Condensed Consolidated Balance Sheets                                    3

          Condensed Consolidated Statements of Operations                          4

          Condensed Consolidated Statements of Cash Flows                          5

          Notes to Condensed Consolidated Financial Statements                   6-7

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                                8

PART II   OTHER INFORMATION
          Legal Proceedings                                                       12
          Additional Information                                                  13
          Signature                                                               13
</TABLE>






































                                       2
<PAGE>




                              MERIDIAN  HOLDINGS,  INC.
                       Condensed Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS
                                                  As of June 30,    December 31,
                                                    2001             2000
                                                   ==========        ==========
<S>                                                 <C>            <C>
Current assets
Cash and cash equivalents                              $  155,225     $  253,501
    Restricted cash                                       326,721        202,688
Accounts receivable, net of allowance for
doubtful accounts of $151,744                           1,275,343      1,526,725
Other current assets                                       17,459         16,166
                                                       ----------     ----------
                  Total current assets                  1,774,748      1,999,080

Fixed assets, net of accumulated depreciation              49,612         51,726

Intellectual property, net of accumulated
$337,500 as at December 31, 2000 (Note2)                        -      2,362,500

Investments                                             4,030,788      4,372,688
                                                         ---------    ----------
 Total assets                                         $ 5,855,148   $  8,785,994
                                                         ==========  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                                     $    205,840    $   371,469
Accrued payroll and other                                 140,515        189,062
Dividend payable                                                -        267,720
Reserve for incurred but not reported claims              245,270        202,690
Accrued interest                                           23,668        134,750
Line of credit                                             46,376         50,109
Current portion of long-term debt                          53,258         76,186
                                                          -------        -------
    Total current liabilities                             714,927      1,291,986

Long Term liabilities
    Loan from majority stockholder/officer                257,110      2,939,974
    Long-term debt, net of current portion                 52,461         54,826
                                                        ---------      ---------
    Total liabilities                                   1,024,498      4,286,786
                                                         =========    ==========
Commitments and contingencies

Stockholders' equity
Preferred stock (20,000,000 shares authorized,
par value $0.001; no shares issued and outstanding)              -             -
Common stock (100,000,000 shares authorized, par value
$0.001; 93,456,485 shares issued and outstanding at
June 30, 2001 and December 31, 2000                       93,957          93,957
Additional paid-in capital                             4,947,137       4,947,137
Accumulated deficit                                     (211,444)       (541,886)
                                                       ----------      ----------
    Total stockholders' equity                         4,830,650       4,499,208
                                                      -----------     -----------
    Total liabilities and stockholders' equity       $ 5,855,148    $  8,785,994
                                                     ============    ============
</TABLE>




See accompanying notes to  Condensed consolidated financial statements

                                       3
<PAGE>
                        MERIDIAN  HOLDINGS,  INC.
             Condensed Consolidated Statements of Operations
                                (UNAUDITED)
<TABLE>
<CAPTION>
                        Three Months Ended June 30,       Six Months Ended June 30,
                          2001              2000              2001          2000
                          =====             ====              ====          ====
<S>                      <C>             <C>            <C>           <C>
Revenues
 Capitation                $ 576,555      $ 307,315     $ 1,054,383       $ 638,500
 Other-sale of software            -        450,000         149,600         450,000
                           ---------       --------      ----------        --------
                             576,555        751,315       1,203,383       1,088,500
Cost of revenues
 Capitation                  258,888        136,600         462,736         338,037
                             -------        -------         -------         -------
 Gross margin                317,667        614,715         740,647         750,463
                             -------        -------         -------         -------
Operating expenses
 Research and development     78,817              -          80,833               -
 General and administrative  272,995        234,135         936,918         475,550
                             -------        -------       ---------         -------
                             351,812        234,135       1,017,751         475,550
                             -------        -------       ----------        -------
Income/loss from operations  (34,145)       380,580        (277,104)        274,913
                             --------       -------       ----------        -------
Other income and expense
 Equity interest in earnings
 (loss) of investment        (50,138)             -         (74,180)              -

 Other net                    (3,784)        22,546         (14,774)         16,915
                             --------       -------       ----------       --------
                             (53,922)        22,546         (88,954)         16,915
                             --------       -------       ----------       --------
Net income/loss before
 Extraordinary items.        (88,067)       403,126        (366,058)        291,828
                             --------       -------       ---------         -------
Extraordinary items

 Loss on abandonment of
 Software                 (2,193,750)            -       (2,193,750)              -
 Gain on forgiveness of
 debt                      2,891,250             -        2,891,250               -
                          -----------   -----------     -----------       ---------
                             697,500             -          697,500               -
                          -----------   -----------     -----------       ---------
Net income after
 Extraordinary items     $   609,433   $   403,126     $    331,442      $  291,828
                          ===========   ===========     ===========      ==========

Net income/loss per share:
 Basic and diluted - Net
 Income(loss) before
 Extraordinary items      $   (0.001)   $    0.004      $   (0.004)      $   0.003

 Basic and diluted
 Extraordinary items      $    0.007    $        -      $    0.007       $       -
                          ----------    ----------      ----------       ---------
 Basic and diluted
 Net income (loss)after
 extroridnary items       $   0.006     $    0.004      $    0.003      $        -
                          ==========    ==========      ==========      ==========
Weighted average
 Shares outstanding       93,956,485    93,707,797      93,956,485      93,589,498
                         ===========    ==========      ==========      ==========
</TABLE>

See accompanying notes to Condensed consolidated financial statements
                                       4
<PAGE>
                       MERIDIAN  HOLDINGS,  INC.
            Condensed Consolidated Statements of Cash Flows
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Six Months Ended June 30,
                                                         2001            2000
                                                         =====          ======
<S>                                                  <C>           <C>
Cash flows from operating activities
  Net income                                            $   331,442    $  291,828
  Adjustments to reconcile net Loss to net
  cash used in operating activities:
  Loss on abandonment of software                         2,193,750             -
  Gain on forgiveness of debt                            (2,891,250)            -
  Depreciation and amortization                             178,983         7,703
  Equity interest in earnings of investments                 74,180             -
  (Increase) decrease in:
         Restricted cash                                   (124,033)            -
         Accounts receivable                                251,382      (483,716)
         Other current assets                                (1,293)       (2,194)
         Accounts payable                                  (165,629)            -
         Accrued payroll and other                         (142,703)       20,803
         Incurred but not reported reserve                   42,580             -
         Accrued interest                                  (111,082)            -
                                                          ----------   ----------
Net cash used in operating activities                       (78,267)     (165,576)
                                                          ---------    ----------
Cash flow from investing activities
   Acquisition of fixed assets                               (8,119)      (10,940)
   Organization costs                                             -             -
                                                          ----------     ---------
Net cash used in investing activities                        (8,119)      (10,940)
                                                          ----------     ---------
Cash flow from financing activities
   Borrowings from majority stockholder/officer              17,136             -
   Borrowings on long-term debt                                   -       191,265
   Repayment of debt                                        (25,288)            -
   Borrowings on line of credit                              (3,733)            -
                                                            --------     ---------
Net cash (used in) provided by financing activities         (11,890)      191,265
                                                            --------     ---------
   (Decrease) increase in cash and cash equivalents         (98,276)       14,749

Cash and cash equivalents, beginning of period              253,501        71,130
                                                         ----------     ----------
Cash and cash equivalents, end of period                  $ 155,225      $ 85,877
                                                         ==========     ==========

Supplemental Disclosure of non-cash investing and financing activities

During the six months ended June 30,2001, the Company recorded non-cash dividends
of $267,720 to the Company's stockholders, which represented a portion of its
holdings of CGI Communications Services, Inc
</TABLE>












See accompanying notes to Condensed consolidated financial statements
                                       5
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                   Notes  to Condensed Consolidated  Financial  Statements
1.     General

Basis  of  Reporting

The  interim  accompanying unaudited condensed consolidated financial statements
have   been   prepared   in   accordance   with  generally  accepted  accounting
principles   ("GAAP")   for   interim   financial   information   and  with  the
instructions  to  Form  10-QSB.  Accordingly,  they  do  not  include all of the
information and footnotes required by  GAAP  for  complete financial statements.
In  the opinion of management, all adjustments  (consisting of normal, recurring
accruals)  considered  necessary for a  fair  presentation  have  been included.
For  further  information,  management  suggests  that  the  reader refer to the
audited  financial  statements  for the year ended December 31, 2000 included in
its  Annual  Report  on   Form  10-KSB.  Operating  results  for  the  six-month
period  ended  June  30,  2001  are not necessarily indicative of the results of
operations  that  may  be  expected  for  the  year  ending December  31,  2001.

The  interim  accompanying unaudited condensed consolidated financial statements
include  the  operations  of  the  Company  and  its  majority-owned  subsidiary
Corsys  Group  Limited.

Nature  of  Operations

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado  on October 13, 1998.  The Company is located in the City of
Los  Angeles, California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  the  area  of  Los  Angeles  County.

The  Company  is  an  acquisition-oriented  holding company focused on building,
operating, and managing a portfolio of business-to-business companies.  It seeks
to acquire majority or controlling interests in companies engaged in e-commerce,
e-communication,  and  e-business services, which will allow the holding company
to  actively participate in management, operations, and finances.  The Company's
network  of  affiliated  companies  is designed to encourage maximum leverage of
information  technology,  operational  excellence,  industry  expertise,  and
synergistic  business  opportunity.

2.     Investments  and  Intellectual  Property

On June 29, 2000, the Company purchased all of the assets of Sirius Computerized
Technologies Limited (Israel), consisting primarily of intellectual property and
technology  related  to  that  company's software used in healthcare management.
The asset purchase includes the highly innovative intellectual property commonly
known  as  MedMaster  and  the  associated  Virtual  Multi-object-architecture
Database, as well as all components, subsystems, source code, and documentation.
The  purchase  price  was $2.7 million.  Simultaneous with this acquisition, the
Company  formed a research and development subsidiary in Jerusalem, Israel known
as  Corsys  Group  Limited  ("Corsys").  During the quarter ended June 30, 2001,
the operations of Corsys ceased as discussed in the following paragraph.

The   purchase   of   intellectual   property   was   funded   by  the  majority
stockholder/officer  of the Company, and the Company has recorded a note payable
to  the majority stockholder/officer in the amount of $2.7 million. Intellectual
property  has been capitalized in the amount of $2.7 million in the accompanying
condensed  consolidated  balance  sheet.  The  acquisition  was  made  with  the
understanding  that  the  Company  would  have  free  and  clear  title  to  the
intellectual  property.

The  intellectual  property,  including  its  subsystems,  source  code  and
documentation,  was  acquired  out  of  the  bankruptcy  proceedings  of  Sirius
Computerized  Technologies  Limited  (Israel) and Sirius Technologies of America
(Collectively,  "Sirius").  The acquisition was made with the understanding that
the  Company  would  have  free  and  clear  title to the intellectual property.

However,  during  fiscal  year  2000, a significant creditor of Sirius, Lockheed
Martin  Systems Integration, Owego  ("Lockheed")  obtained  a  judgment  against
                                       6
<PAGE>
Sirius  and  executed same to obtain  possession  of  the source code underlying
the  Sirius  MedMaster  suite  of  software  products,  and  has  expressed  its
intention  to  exploit  same,  thus creating  competition  with  the Company. In
April  2001,  the receiver for Sirius filed the appropriate documents to prevent
the  Company from taking the software from the Corsys premises. In May 2001, the
Company  notified  the  receiver  of  its  intent not to pursue the intellectual
property  rights  further  and  to  cancel  the  original  purchase  agreement.

Given  the  above  events,  the  Company  has  recorded a loss on abandonment of
software  during  the  quarter  ended June 30, 2001 in the amount of $2,193,750,
which  is  classified  as  an  extraordinary  item in the accompanying condensed
consolidated  statement  of  operations.

The   original   intent   of   the   related   note   payable  to  the  majority
stockholder/officer  was to pay him back for the proceeds of $2,700,000 which he
had  pledged  in  connection  with the acquisition of the intellectual property.
The  majority  stockholder/officer  is  now seeking return of the stock, and, in
July  2001,  has  also  rescinded the note payable, plus accrued interest.  This
forgiveness  of debt was recorded as of June 30, 2001 to match the timing of the
cancellation  of  the  acquisition.  Therefore,  the  Company  has  reflected an
extraordinary  gain  of  $2,891,250  in  the accompanying condensed consolidated
statement  of  operations.

3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           June 30, 2001   December 31,2000
<S>                                      <C>                    <C>
Computer equipment                          $  78,132            $  71,853
Leasehold improvements                          6,500                6,500
Office furniture, fixtures and equipment       61,915               61,915
Software                                       22,243               18,534
Medical equipment                               5,391                5,391
                                             --------              -------
                                              174,181              164,193
Less accumulated depreciation                (124,569)            (112,467)
                                            ---------             --------
                                            $  49,612             $ 51,726
                                            =========            ==========
</TABLE>
4.     Line  of  Credit

The  Company has a $50,000 line of credit with a financial institution.  Related
advances  bear  interest  at  11%, and interest is payable monthly.  The line of
credit  expires  March  21,  2002.

5.     Long-term  Debt

The  Company  has  various loans with financial institutions with interest rates
ranging  from  4%  to  15%  and  maturity  dates  ranging  from  2015  to  2024.

6.     Risk  Pool  Agreement

The  Company  is  party  to  a  Risk Pool Agreement (the "Agreement") with Tenet
HealthSystem  Hospitals,  Inc. ("Tenet").  Pursuant to the Agreement, 50% of the
monthly  capitation  revenue  is  received  directly  by  the  Company,  and the
remaining  50%  is  deposited  into  an escrow account from which Tenet pays all
claims  expenses,  reinsurance  expenses  and  retains  a management fee.  These
revenues  and  expenses  have  been  reflected  in the accompanying consolidated
statements of operations for the for the quarters ended June 30, 2001 and 2000.

The  Company has also reflected the monies in the escrow account as of June 30,
2001  and  December 31, 2000 as restricted cash in the accompanying consolidated
balance sheets.  Additionally, Tenet provides the Company with an estimate as to
the  incurred  but  not  reported claims, which has been recorded as such in the
accompanying  consolidated  balance  sheets.
                                       7
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.


THE  COMPANY

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado  on October 13, 1998.  The Company is located in the City of
Los  Angeles, California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  the  area  of  Los  Angeles  County.

The  Company  is  an  acquisition-oriented  holding company focused on building,
operating, and managing a portfolio of business-to-business companies.  It seeks
to acquire majority or controlling interests in companies engaged in e-commerce,
e-communication,  and  e-business services, which will allow the holding company
to  actively participate in management, operations, and finances.  The Company's
network  of  affiliated  companies  is designed to encourage maximum leverage of
information   technology,  operational  excellence,  industry   expertise,   and
synergistic  business  opportunity.

SELECTED  FINANCIAL  DATA

The  Company  had  net  working  capital  of  $1,059,551  as  at  June  30, 2001
compared  to  $707,094  at  December  31,  2000.  This represents an increase in
working  capital  of  50%.  This  increase  in working capital is attributed  to
increase  in  enrollment  of  membership  into the Capnet IPA Network as well as
increase in monthly fees paid  by  the  contracted  health  plans  to  the  IPA.

The  selected  financial data set forth above should be read in conjunction with
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  and  the  consolidated  financial  statements  and  notes  thereto.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS:

The following section contains forward-looking statements that involve risks and
uncertainties,  including  those  referring  to the period of time the Company's
existing  capital  resources  will  meet the Company's future capital needs, the
Company's future operating results, the market acceptance of the services of the
Company, the  Company's  efforts  to  develop new products and services, and the
Company's  planned  investment  in  the  marketing  of  its current services and
research  and  development   with  regard  to  future endeavors.  The  Company's
actual   results  could  differ  materially  from  those  anticipated  in  these
forward-looking  statements  as a result of certain factors, including: domestic
and  global  economic  patterns  and  trends.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY.

We  believe that we will be able to fund our capital commitments, operating cash
requirements  and  satisfy our obligations as they become due from a combination
of  cash  on hand, expected operating cash flow improvements through HMO premium
increases  and  improvements in the benefit structure of HMO contracts effective
January  1,  2001,  as  per  our  IPA  contract amendment with the County of Los
Angeles  Community  health  Plan.

However,  there  can  be  no  assurances  that  these  sources  of funds will be
Sufficient  to  fund  our  operations and satisfy our obligations as they become
due.

Long-term   cash   requirements,  other  than  normal  operating  expenses,  are
anticipated  for the continued development of the Company's business plans.  The
Company  will need to raise additional funds from investors in order to complete
these  business plans.

If  we   need   additional   capital  to  fund  our  operations,  there  can  be
no  assurance that such additional capital can be obtained or, if obtained, that
it  will be on terms acceptable to us. The incurring or assumption of additional
indebtedness could result in the issuance of additional equity and/or debt which
could have a dilutive effect on current shareholders and a significant effect on
our  operations.
                                       8
<PAGE>


RESULTS  OF  OPERATIONS

THE  FINANCIAL  RESULTS  DISCUSSED  BELOW  RELATE  TO  THE OPERATION OF MERIDIAN
HOLDINGS  FOR  THE  THREE  MONTHS  ENDED  AND  SIX MONTHS ENDED JUNE 30, 2001 AS
COMPARED  TO  THE  THREE  MONTHS  ENDED  AND  SIX  MONTHS  ENDED  JUNE 30, 2000.

REVENUE

Effective  May  31, 2001, the Company received an adjustment increase in the per
member  per  month  reimbursement  from  the Los Angeles County Community Health
Plan. As a result of this Amendment, the Company recorded an additional adjusted
capitation payment in the amount of $71,865 (the "2001 Contractual Adjustment").

Medical  services  revenues  increased  by   48%  from  $307,315  for the  three
months   ended   June   30,  2000  to  $576,555   for  the  three  months  ended
June  30,  2001,  and  by  65%  from $638,500 for the six months ended June  30,
2000  to   $1,054,383   for   the  six months ended June 30, 2000.  There was $0
revenue and $149,600  in  revenue  generated  from  software  sales  or services
during  the three and six months ended June  30,  2001,  respectively,  compared
to revenue of $450,000 during  both  of  the  comparable  periods  in  2000.

We  provided  managed  care  services for approximately 30,000 and 25,000 member
months  (members  per  month  multiplied  by  the months for which services were
available)  during  the  six  months ended June 30, 2001 and 2000, respectively.
This  figure  is comparative for both the three months and six months ended June
30,  2001  and  2000  respectively.

Revenue  generated  by  our  managed  care  entities  under  our  contracts with
HMOs  as a percentage of medical services revenue was approximately 96% and 99%,
respectively,  during  the  six  months  ended  June  30, 2001 and 2000. Revenue
generated  by the Los Angeles County Community Health Plan ("CHP") contracts was
99.9% and 95% of medical services revenue for the six months ended June 30, 2001
and  2000,  respectively.  Revenue  generated  by  LACARE Health Plan ("LACARE")
contract  was  less than 1% of medical services revenue for the six months ended
June  30,  2001 and 2000, respectively.  This figure is comparative to the three
months  ended  June  30,  2001  and  2000  respectively.

Revenue  from  other  services  including  software licensing and implementation
services  was 12% and 41% of our total revenues during the six months ended June
30,2001  and  June  30,  2000 respectively, and 0% and 60% of our total revenues
during  the  three  months  ended June 30, 2001 and June 30, 2000, respectively.

EXPENSES

Medical  claims  paid,  which  includes  capitation  payments  to our contracted
primary  care  IPA  physicians  and  medical  claims  paid  revenue after giving
account  to  IBNR  reserves,  for the three month period ended June 30,2001 were
$258,888  or  45%  of  medical  services  revenue  after  giving account to IBNR
reserves,  compared to $136,600 or 44% of medical services revenue for the three
month period  ended June 30, 2000.  Medical services expenses, for the six month
period  ended June 30,2001 were $462,736 or 44% of medical services, compared to
$338,037 or 53% of medical services revenue for the six month period  ended June
30,  2000.  The  increases  are  due  to  increase  in  volume of claims paid to
contracted  providers for services rendered. The increase in volume of claims is
also  attributable  to increase in enrollment of members in the IPA network with
concomitant  increase  in  utilization  of  services.

Medical  claims  represent  the  costs of medical services provided by providers
other  than  our  contracted  primary  care  providers, but which are to be paid
by  us  for  individuals  covered by our capitated risk contracts with HMOs. Our
claim  loss  ratio  varies  from  quarter  to  quarter  due  to  fluctuations in
utilization,  the  timing  of  claims paid by the HMOs on our behalf, as well as
increases  in  medical  costs  without  counterbalancing increases in capitation
revenues.

General  and  administrative expenses were $272,995 or 47% of total revenues and
$234,135  or 31% of total revenues, for the three months ended June 30, 2001 and
                                       9
<PAGE>

2000,   respectively and $936,918   or   78%   of  total  revenues  compared  to
$475,550  or  44%  of  total   revenues   for   the   six   months   ended  June
30,  2001 and 2000 respectively.  These  increases  in operating  expenses  were
due to the cost of operating the Corsys Group (R&D division), as well as outside
consultant fees.

The  company  had  embarked  on  an aggressive cost containment measures such as
closing  of  the  Israeli operation and laying-off of some personnel in order to
reduce  its  operating  expense.

For the three months ended June 30, 2001 and 2000, payroll and employee benefits
for administrative personnel was $141,605, or 25% of total revenues, compared to
$139,093  or  19%  of  revenue, respectively.  Payroll and employee benefits for
administrative personnel was $299,575 for the six months ended June 30, 2001, or
25% of total revenues, compared to $213,282 or 19% of revenue for the six months
ended June 30, 2000. The increase in employee payroll expenses was due to hiring
of  additional  support  staff.

Management  anticipates  that  general  operating  expenses will increase, as it
pursues,  vigorously,  its  acquisition  of  new  business opportunities and the
integration  of  the  existing  ones.

As  a   result   of   the   above  cancellation,  in  July  2001,  the  majority
stockholder/officer  who  holds  the note payable in the amount of $2.7 million,
being  the  purchase price of the intellectual property of Sirius, has rescinded
the note payable, plus accrued interest.  Therefore, the registrant has recorded
an  extraordinary  gain  of  approximately $2.9 million, representing the note's
principal  plus  accrued  interest.  (See  notes  to  the consolidated financial
statements).

INCOME/LOSS FROM OPERATIONS

The  registrant  recorded a loss from operations for the three months ended June
30,  2001 of $34,145, or 5% of total revenues, and an income of $380,580, or 51%
of  total  revenues,  for  the three months ended June 30, 2000.  During the six
months  ended  June 30, 2001, the registrant recorded a loss from operations  of
$277,104,  or  23%  of  total  revenues compared to an income from operations of
$274,913  or  25%  of total revenues for the six months ended June 30, 2000. The
increases  in  net  loss  from  operations  are due to the increase in operating
expenses,  increase  in cost of medical claims paid, outside consultant fees and
the  cost  of  operating  Corsys  Group  (R&D  subsidiary).

EXTRAORDINARY ITEMS

On May 16, 2001, the registrant notified Mr. Amir Dolev (Sirius' Receiver), that
it  had  cancelled  the  Agreement  and  Agreements in principle to purchase the
assets  of  Sirius, because of the acts that were done to prevent the registrant
from using the MedMaster software and the source-code, which conduct constituted
serious  and  material breaches of the agreements, in addition to the receivers'
inability  to  deliver to the registrant the purchased assets, free and clear of
third  party  claims  and  liens.

As  a  result of the above cancellation, the registrant has stopped marketing or
promoting  the  Medmaster  Suite  of software products, and this will impact our
revenue  stream  and  result  of  our  operation.  Therefore, the registrant has
recorded  an  extraordinary  loss  of  approximately $2.2 million to reflect the
abandonment  of  pursuing the Medmaster software. (See notes to the consolidated
financial  statements.)

The  registrant  is  in the process of developing a replacement software program
scheduled  to  be  released  in  October 2001, that it believes will satisfy the
needs  of  its  current  and  future clients. There can be no assurance that the
newly  developed software program will be acceptable to our current customer, or
could  be  available  within  the  time  frame  we  anticipate.

The   original   intent   of   the   related   note   payable  to  the  majority
stockholder/officer  was to pay him back for the proceeds of $2,700,000 which he
had  pledged  in  connection  with the acquisition of the intellectual property.
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The  majority  stockholder/officer  is  now seeking return of the stock, and, in
July  2001,  has  also  rescinded the note payable, plus accrued interest.  This
forgiveness  of debt was recorded as of June 30, 2001 to match the timing of the
cancellation  of  the  acquisition.  Therefore,  the  Company  has  reflected an
extraordinary  gain  of  $2,891,250  in  the accompanying condensed consolidated
statement  of  operations.

On  July 18, 2001, the board of directors by way of written consent approved the
recession  of  the promissory note entered between the registrant and Anthony C.
Dike,  in  the  amount  of  $2.7  million  being  the   purchase  price  of  the
intellectual  property  of  Sirius,  as  a  result  of  the  above cancellation.
Therefore,  the  registrant  has recorded an extraordinary gain of approximately
$2.9  million,  representing  the  note's principal plus accrued interest.  (See
notes  to  the  consolidated  financial  statements).

NET INCOME (LOSS)

The  net  income  for the three months ended June 30, 2001 and 2000 was $609,433
and  $403,126,  respectively.  The net income for six months ended June 30, 2001
and  2000  was  $331,442  and  $291,828,  respectively.   These increases in net
income  were due to the extraordinary net gain from the above-described software
write-off  and  the recission of the note payable by the registrant.  (See notes
to  consolidated  financial  statements).

CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

This  Form   10-QSB  contains  certain  forward-looking  statements  within  the
meaning  of  Section  27A  of  the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934.  When  used  in  this  Form 10-Q, the words
"believe,"  "anticipate,"  "think,"  "intend,"  "plan,"  "will  be," and similar
expressions, identify such forward-looking statements. Such statements regarding
future events and/or the future financial performance of our Company are subject
to  certain  risks  and  uncertainties,  which  could cause actual events or our
actual  future  results to differ materially from any forward-looking statement.
Certain  factors  that  might  cause such a difference are set forth in our Form
10-K  for  the  period  ended  December  31,  2000, including the following: our
success  or  failure  in  implementing  our  current  business  and  operational
strategies; the availability,  terms  and  access to capital and customary trade
credit;  general  economic  and business conditions; competition; changes in our
business strategy; availability, location and terms of new business development;
availability and terms of necessary or desirable financing or refinancing; labor
relations; the outcome  of  pending or  yet-to-be  instituted legal proceedings;
and labor and employee  benefit  costs.

Medical claims payable include estimates  of  medical  claims  expenses incurred
by our members but not yet reported to us. These estimates are based on a number
of  factors,  including  our  prior  claims  experience  and  pre-authorizations
of treatment. Adjustments, if necessary, are made to medical claims expenses  in
the period the actual claims costs are ultimately determined. We  cannot  assure
that  actual  medical  claims  costs  in  future  periods  will  not  exceed our
estimates. If  these  costs  exceed  our  estimates, our profitability in future
periods  will  be  adversely  affected.

Pursuant   to   the   Medicaid   program,  the  federal  government  supplements
funds  provided  by  the  various states for medical assistance to the medically
indigent.  Payment  for such medical and health services is made to providers in
an  amount determined in accordance with procedures and standards established by
state  law  under  federal  guidelines.  Significant  changes  have been and may
continue  to  be made in the Medicaid program which could have an adverse effect
on  our  financial  condition,  results  of  operations  and  cash  flows.

During certain fiscal years,  the  amounts  appropriated  by  state legislatures
for payment of Medicaid claims hav not  been  sufficient to reimburse  providers
for  services  rendered to Medicaid patients. Failure of a state to pay Medicaid
claims on a timely basis may have an adverse  effect on our cash  flow,  results
of  operations  and  financial  condition.


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PLAN  OF  OPERATIONS

The  Company intends to embark on more aggressive marketing campaign to increase
its  enrollment  of membership into its Healthy Family Program contract with the
County  of  Los  Angeles  Community Health Plan, and LACARE Health Plan. To this
end,  the  Company  has  hired  Dr.  Wesley  Bradford,  MD, MS, MBA, as its Vice
President  Business Development, and Medical Director of its Capnet IPA Network.

On  April  30,  2001,  the  Company  initiated  a  restructuring of its business
Operations   whereby   the   operations   of  Corsys  Group  (Israel)  LTD,  the
research  and  development  subsidiary  of the Company was consolidated with the
core  operations of  the  registrant.  This  restructuring  was  necessitated by
the  need  for the Company  to enhance  the  Company's balance sheet, as well as
mitigate  further  losses  due  to  its  inability  to  exploit  fully the asset
purchased  from  the Israeli bankruptcy court  (See  legal  proceedings  below).
As  a  result  of  this  restructuring  exercise,  the  Israel  operations  were
shut  down,  and  all but  the key employees of  Corsys  Group,  were  laid-off.

RECENT  EVENTS

PART  II     -  OTHER  INFORMATION

LEGAL  PROCEEDINGS

The  registrant  believed  that  it  had  acquired   the  intellectual  property
commonly  known  as  MedMaster  (tm),  including  its  sub-systems,  source-code
and  documentation, out of the bankruptcy proceedings   of  Sirius  Computerized
Technologies Limited and Sirius Technologies of America (collectively,"Sirius").
The  acquisition  was  made  with the  understanding  that the registrant  would
have free and clear title to the intellectual property.  However, a  significant
creditor of Sirius, Lockheed  Martin Systems  Integration,  Owego  ("Lockheed"),
obtained  a  judgment  against Sirius and executed  same  to  obtain  possession
of the source-code underlying the  Sirius'  MedMaster  (tm)  suite  of  software
products,  and expressed  its  intention to  exploit  same,  thus  resulting  in
the potential of  significant competition  against  the  registrant  and casting
doubt on its ownership  of  the  MedMaster(tm)  suite  of  software  products.

The  registrant  had  requested on March 31, 2001, that Sirius and Lockheed come
to  a  negotiated  settlement  of  their dispute  on or before April 30, 2001 in
order  for  the  asset  to  be  delivered  free  and  clear  to  the  registrant
per  the  terms  of  the   purchase  agreement  of  the  intellectual  property,
as  originally  approved  by  the Israeli  Bankruptcy  Courts, or the registrant
would  be  forced  to  take  action  to seek redress from the Israeli Bankruptcy
Court.

On  or  about  April  16,  2001,  the  registrant was notified by the US Counsel
representing  Sirius  Computerized  Technology  (LTD)  and  Sirius Technology of
America,  Inc.  (Collectively  known  as  "Sirius")  in  case  Number  A00-71987
(304-Ancillary)  in  the  United  States  Bankruptcy  Court  for the District of
Georgia,  Atlanta  Division,  USA,  that  he  had  filed a motion to withdraw as
counsel  for  Sirius  in  the Ancillary bankruptcy proceeding filed on behalf of
Sirius  for  lack  of  payment  of  the  outstanding  legal  fees  by  Sirius.

As  of April 30, 2001, no agreement had been reached between Sirius and Lockheed
Martin,  regarding  settlement  of  their  dispute.

On  April 30, 2001, the receiver for Sirius filed an application to the Tel Aviv
District  court, and obtained a decree on May 1, 2001, prohibiting "Corsys Group
(A subsidiary of Meridian Holdings, Inc, based in Jerusalem, Israel) and all its
representatives  from  taking  out  of  the  Company's  premises any part of the
assets  which  were  purchased by Meridian, including copies of the source-code,
and/or  the  technology,  and/or  any  know-how  and/or documents and/or written
and/or magnetic material and/or any technological means, including that known as
"V.M.D.B".,  MedMaster" and everything connected and ancillary to it and/or from
presenting  copies  of  these  to  any  party.

On May 16, 2001, the registrant notified Mr. Amir Dolev (Sirius' Receiver), that
it  had  cancelled  the  Agreement  and  Agreements in principle to purchase the
assets  of  Sirius, because of the acts that were done to prevent the registrant
                                       12
<PAGE>

from using the MedMaster software and the source-code, which conduct constituted
serious  and  material breaches of the agreements, in addition to the receivers'
inability  to  deliver to the registrant the purchased assets, free and clear of
third  party  claims  and  liens.

The  registrant  further informed the receiver that it estimated the damage that
was  caused to it as a result of the breach of the contractual relationship with
the  Receiver,  and  that the letter of termination should not be deemed to be a
waiver  of any assertions or rights of the registrant including (but not limited
to)  its  rights  to  receive full compensation for all of its cost, losses, and
damage  caused  to  it  as  a  direct  and/or indirect result of the contractual
relationship  with  the  receiver  and/or  his  breaches  thereof.

On  May  21,  2001,  the registrant was notified that the Ancillary proceedings,
Case Number A00-71987 (304-Ancillary), filed by Sirius on September 2000 against
Lockheed  Martin were dismissed with prejudice in favor of Lockheed Martin.  The
Ancillary  proceedings related to the execution of the judgment  against  Sirius
thereby   obtaining  for  Lockheed  Martin full  possession  of  the source-code
underlying  the  Sirius'  MedMaster(tm)  suite  of  software  products.

On  May  22,  2001,  the  registrant  received  a  letter from Sirius' receiver,
refusing  to  honor the registrant's letter of cancellation of the Agreement and
Agreements  in  principle  to  purchase  the  assets  of  Sirius.

On  June  6,  2001,  the  registrant  again  affirmed its position regarding the
cancellation of the Agreement and Agreements in principle to purchase the assets
of Sirius. The receiver was advised to remove from the Corsys Group premises all
the  assets  that  belong  to  Sirius  as  soon  as  possible.

On  or  about July 12, 2001, the registrant filed a notification to the District
Court  of  Israel  (Bankruptcy 1117/00, Civ. App. 10221/01), informing the court
that  the  registrant and /or its representatives  did not have a copy or copies
of  the  source  code  of MedMaster software. Also, the Court was informed that,
after  realizing  that  the  Receiver  failed  to fulfill his obligations to the
registrant,  the registrant had issued a notice of cancellation of the agreement
between  the  receiver  and  the  registrant,  and the receiver has opposed such
notice.

On  July 18, 2001, the board of directors by way of written consent approved the
recession  of  the promissory note entered between the registrant and Anthony C.
Dike,  in  the  amount   of  $2.7  million  being  the  purchase  price  of  the
intellectual   property   of   Sirius,  a  result  of  the  above  cancellation.

On  July  19,  2001,  Ventures  &  Solutions,  LLC,  filed a lawsuit against the
company, styled Ventures & Solutions, LLC, Plaintiff v. Meridian Holdings, Inc.,
Defendant,  Circuit Court of Alexandria, Virginia, Case No. C10517.  The company
was  served  with  a  copy  of  the  Complaint on August 6, 2001.  Plaintiff has
alleged that the company owes it approximately $29,000.00, pre and post judgment
interest,  and  attorneys'  fees  and  costs.  As  of the date of this Quarterly
Report,  the  company has not filed a responsive pleading, which pleading is not
due  until  on  or  about  August  27,  2001.  The  company  believes  that  the
allegations  are wholly without merit and currently expects to vigorously defend
its  position.  The company believes that the principal of Plaintiff is Mr. Dale
Church,  a  former  Director of company's subsidiary, Intercare.Com-DX, Inc. and
that  the  basis of Plaintiff's allegations stem from the company's transactions
with  respect  to  Sirius  and  the  MedMaster  Technology  and  Software.

ADDITIONAL  INFORMATION

None.
                                   SIGNATURE

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned  thereunto  duly  authorized.



                                       13
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MERIDIAN  HOLDINGS,  INC.

DATE:  August   10,  2001            By: /s/  Philip  Falese
                                        -------------------
                                             Philip  Falese
                                       Chief  Financial  Officer









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