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       September  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 September 30,  2001,  Meridian  Holdings, Inc., Registrant had 93,206,485
shares  of  its  $0.001  par  value  common  stock  outstanding.

















                                       Page  1 of 12 sequentially numbered pages
                                                                       Form 10-Q
                                                              Third 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                                                               14
</TABLE>











































                                       2
<PAGE>
                              MERIDIAN  HOLDINGS,  INC.
                       Condensed Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS
                                                  As of Sept. 30,    Sept. 30,
                                                  2001               2000
                                                   ==========        ==========
<S>                                                 <C>            <C>
Current assets
Cash and cash equivalents
(including Restricted  Cash) (Note 1)                  $  288,696     $  410,498
Accounts receivable, net of allowance for
doubtful accounts of $151,744                           1,382,161        587,804
Other current assets                                       37,920          6,732
                                                       ----------     ----------
                  Total current assets                  1,708,777      1,005,034

Fixed assets, net of accumulated depreciation              51,445         55,845

Intellectual property, net of accumulated
$337,500 as at December 31, 2000 (Note 2)                       -              -
Prepaids                                                    4,761          4,541
Investments                                             4,018,100      7,945,067
                                                         ---------    ----------
 Total assets                                         $ 5,783,083   $  9,010,487
                                                       ==========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                                     $     99,542    $    60,771
Accrued payroll and other                                 213,103         11,906
Dividend payable                                                -              -
Reserve for incurred but not reported claims              203,794              -
Accrued interest                                           23,668              -
Line of credit                                             33,473         44,431
Current portion of long-term debt                          96,375              -
                                                          -------        -------
    Total current liabilities                             669,955        117,108

Long Term liabilities
    Loan from majority stockholder/officer                253,767      3,685,754
    Long-term debt, net of current portion                 51,636              -
                                                        ---------      ---------
    Total liabilities                                     975,358      3,802,862
                                                         =========    ==========
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; 93,206,485 shares issued and outstanding as
at September 30, 2001 and 93,916,485  as at
September 30, 2000                                        93,206          93,916
Additional paid-in capital                             4,947,424       5,367,259
Accumulated deficit                                     (232,905)       (253,550)
                                                       ----------      ----------
    Total stockholders' equity                         4,807,725       5,207,625
                                                      -----------     -----------
    Total liabilities and stockholders' equity       $ 5,783,083    $  9,010,487
                                                     ============    ============
</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 Sept 30,  Nine Months Ended Sept 30,
                             2001              2000             2001          2000
                            =====             ====              ====          ====
<S>                        <C>             <C>            <C>           <C>
Revenues
 HMO Capitation Revenue    $  324,485      $ 295,888     $   999,129       $ 934,388
 Risk Pool Revenue (Note7)    862,362              -       1,241,501               -
 Other - Software Sales            -               -         149,600         450,000
                            ---------       --------      ----------        --------
                            1,186,847        295,888       2,390,230       1,384,388

General Operating expenses

 Cost of Provider Services    111,182        152,013         573,918         490,050
 Research and development           -         90,355          80,833         273,941
 General and Administrative 1,082,037        120,544       2,018,955         412,508
                             --------       --------       ----------        -------
Income/loss from operations    (6,372)       (67,064)       (283,476)        207,889
                             --------       --------       ----------        -------

Other income and expense
 Equity interest in earnings
 (loss) of investment         (12,687)             -         (86,868)              -
 Other net                     (2,865)       (14,908)        (17,639)          2,007
                             --------       -------       ----------       --------
Total Other income/expense    (15,552)       (14,908)       (104,507)          2,007
                             --------       -------       ----------       --------
Income/loss before
 Extraordinary items.         (21,924)       (81,932)       (387,983)        209,896
                             --------       -------       ---------         -------
Extraordinary items
 Loss on abandonment of
 Software (Note 2)                  -             -       (2,193,750)              -
 Gain on forgiveness of
 debt                               -             -        2,891,250               -
                          -----------   -----------     -----------       ---------
                                    -             -          697,500               -
                          -----------   -----------     -----------       ---------
Net Income               $    (21,924)  $   (81,932)    $    309,517      $  209,896
                          ===========   ===========     ===========      ==========
Net income/loss per share:
 Basic and diluted - Net
 Income(loss) before
 Extraordinary items      $  (0.0002)   $  (0.0008)      $   (0.004)      $   0.002

 Basic and diluted
 Extraordinary items      $         -    $        -      $    0.007       $       -
                           ----------    ----------      ----------       ---------
 Basic and diluted
 Net income (loss)after
 extraordinary items      $   (0.0002)   $  (0.0008)      $   0.003      $    0.002
                           ==========    ==========      ==========      ==========
Common Shares (Note 8)
 outstanding               93,206,485    93,916,485      93,206,485      93,916,485
                          ===========    ==========      ==========      ==========


</TABLE>
See accompanying notes to Condensed consolidated financial statements






                                       4
<PAGE>

                       MERIDIAN  HOLDINGS,  INC.
            Condensed Consolidated Statements of Cash Flows
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Nine Months Ended Sept 30,
                                                         2001            2000
                                                         =====          ======
<S>                                                  <C>           <C>
Cash flows from operating activities
  Net income                                            $   309,517    $  209,896
  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                             129,579         7,703
  Equity interest in earnings of investments                 86,868             -
  (Increase) decrease in:
         Restricted cash                                   (793,395)            -
         Accounts receivable                              1,382,161      (219,479)
         Other current assets                               (37,920)       (2,398)
         Accounts payable                                   (99,542)       27,178
         Accrued payroll and other                         (213,103)       20,803
         Incurred but not reported reserve                 (269,022)            -
         Accrued interest                                   (23,668)            -
                                                          ----------   ----------
Net cash used in operating activities                      (226,025)       43,703
                                                          ---------    ----------
Cash flow from investing activities
   Acquisition of fixed assets                              (15,162)      (36,767)
   Organization costs                                             -       ( 4,541)
                                                          ----------     ---------
Net cash used in investing activities                       (15,162)      (41,308)
                                                          ----------     ---------
Cash flow from financing activities
   Borrowings from majority stockholder/officer             253,767             -
   Borrowings on long-term debt                              51,636        90,783
   Repayment of debt                                        (25,288)            -
   Borrowings on line of credit                              (3,733)      172,430
                                                            --------     ---------
Net cash (used in) provided by financing activities         276,382       263,213
                                                            --------     ---------
   (Decrease) increase in cash and cash equivalents          35,195       265,608

Cash and cash equivalents, beginning of period              253,501       144,890
                                                         ----------     ----------
Cash and cash equivalents, end of period                  $ 288,696      $410,498
                                                         ==========     ==========

Supplemental Disclosure of non-cash investing and financing activities

During the nine months ended Sept. 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  nine-month
period  ended  Sept  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.

Cash And Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents ( e.g. restricted cash). From time
to time, the Company  maintains cash balances  with financial  institutions in
excess of federally insured limits.

Reclassification

Certain amounts in the unaudited financial statements for the three month period
ended September 30, 2000 have been reclassified  to conform with  the  September
30, 2001 financial statement presentation.

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 Sept 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
                                       6
<PAGE>
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
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.

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.

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

3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                       September 30, 2001   September 30,2000
<S>                                      <C>                    <C>
Computer equipment                          $  78,132            $  63,064
Leasehold improvements                          6,500                6,500
Office furniture, fixtures and equipment       61,915               61,790
Software                                       24,076               16,989
Medical equipment                               5,391                5,391
                                             --------              -------
                                              176,014              153,734
Less accumulated depreciation                (124,569)            ( 97,889)
                                            ---------             --------
                                            $  51,445             $ 55,845
                                            =========            ==========
</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 a party  to a  Risk Pool Agreement (the "Agreement") with Tenet
HealthSystem  Hospitals,  Inc. ("Tenet").  Pursuant to the Agreement, 50% of the
                                       7
<PAGE>
monthly  capitation  revenue  is  received  directly  by  the  Company,  and the
remaining  50%  is  deposited  into  an escrow account from which Cap-Management
Systems,  Inc.,  a  subsidiary  of Tenet pays all claims  expenses,  reinsurance
expenses,  make  allowance  for  IBNR  reserve,  and  retains  a management fee.
The  Company  is  responsible  for 50% of  Profit (loss) after all institutional
claims  reinsurance  and management fees are paid, and Incurred But Not Reported
("IBNR")  reserve  have  been  accounted  for.

These   revenues  and   expenses  have   been   reflected  in  the  accompanying
consolidated  statements  of  operations   for   the   for  the  quarters  ended
September  30,  2001  and  2000.

7.     Recognition  of  Additional  Revenue  (and  Expenses)  From  Risk  Pool

On  July  1, 2001, as a result of the implementation by California Department of
Manage   Health  Care   (DMHC),  the  recent  financial  solvency  law  known as
SB260 passed by the  State  of  California legislature  in  1999  (Speier-1999),
in  which  all  risk bearing organizations are required  among  other  things to
properly calculate and document the IBNR reserve on a monthly basis, the Company
has  started  to  record 50% of all the risk pool revenue as income, and 50%  of
the  all claims expenses paid  to  hospitals  and  other  outpatient facilities,
re-insurance, as well as  Management  fee paid  to Cap-Management Systems,  Inc.
(a  Tenet Subsidiary) on behalf of Capnet IPA, as expense  in  the  accompanying
financial  statement  so  as  to  be  in  full  compliance  with  the regulatory
requirements.

8.     Recent  Event

On September 11, 2001, the registrant announced that it has  repurchased a total
of  250,000  shares  of  its  Common Stock from its shareholders. The registrant
has   93,206,485   shares   of  Common  Stock  issued  and   outstanding  as  of
September  30,  2001.


                          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.

The Company also provides medical services management to its' Capnet IPA health
care provider network.  We provide the following services:

     - disease management -- a method to manage the costs and care of high risk
       patients and produce better patient care

     - quality management -- a review of overall patient care measured against
       best medical practice patterns

     - utilization management -- a daily review of statistical data created by
       encounters, referrals, hospital, admissions and nursing home information

     - claims adjudication and payment

     Under  our  model,  the primary care physicians maintain their independence
but  are aligned with a professional staff to assist in providing cost effective
medicine.  Each  primary  care  physician  provides direct patient services as a
                                        8
<PAGE>
primary care  doctor  including  referrals  to specialists, hospital  admissions
and referrals to diagnostic  services. These physicians are compensated on a per
member per month capitation basis.

We  believe  our  expertise  allows  us to provide a service and manage the risk
that  health  insurance  companies  cannot  provide on an efficient and economic
level. Health insurance companies are typically structured as marketing entities
to  sell  their  products  on  a broad scale. Due to mounting pressures from the
industry,  managed  care organizations have altered their strategy, returning to
the  traditional  model  of  selling  insurance  and  transferring the risk to a
provider  service  network  such  as  us.  Under such arrangements, managed care
organizations  receive  premiums  from  the  Healthcare Financing Administration
(HCFA),  state  Medicaid  programs  and  other  commercial  groups  and  pass  a
significant  percentage  of  the  premium  on  to  a  third party such as us, to
provide covered  benefits  to  patients, including  sometimes pharmacy and other
enhanced services.  After all medical expenses are paid, any surplus  or deficit
remains with  the  provider  service network. When managed  properly, accepting
this risk can  create  significant  surpluses.

SELECTED  FINANCIAL  DATA

The  Company  had  net  working  capital  of  $1,816,312  as  at  Sept  30, 2001
compared  to  $894,338  at  September 30,  2000.  This represents an increase in
working  capital  of  203%.  This  increase  in working capital is attributed to
the  adjustment  discussed  in  "Note  7"  as  well  as  a  sizeable increase in
enrollment of  membership  into the Capnet IPA Network and 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.
                                        9
<PAGE>
RESULTS  OF  OPERATIONS

THE  FINANCIAL  RESULTS  DISCUSSED  BELOW  RELATE  TO  THE OPERATION OF MERIDIAN

HOLDINGS  FOR  THE  THREE MONTHS  ENDED  AND  NINE MONTHS ENDED SEPT 30, 2001 AS
COMPARED  TO  THE  THREE  MONTHS  ENDED  AND  NINE  MONTHS  ENDED  SEPT 30, 2000

REVENUE

Medical  services  revenues increased  by   9.6%  from  $295,888  for  the three
months   ended   Sept   30,  2000  to  $324,485   for  the  three  months  ended
Sept  30,  2001,  and  by  9.3%  from  $934,388  for  the nine months ended Sept
30, 2000 to $999,129  for   the  nine  months ended Sept 30, 2001.  There was $0
revenue and $149,600  in  revenue  generated  from  software  sales  or services
during   the   three   and  nine  months  ended  Sept  30,  2001,  respectively,
compared to  revenue  of  $450,000  during  both  of  the comparable  periods in
2000. Additionally,  the  registrant  recorded  during the three and nine months
ended September  30,  2001,  risk  pool  revenue  in  the  amount  of  $862,363,
which  consists of 50% of the total revenue placed in escrow account and managed
by Cap-Management  Systems, a subsidiary of Tenet Health Systems Hospital, Inc.,
as compared  to zero  risk  pool  revenue  during  comparable  period  in  2000.

We  provided  managed  care  services for approximately 55,000 and 37,000 member
months  (members  per  month  multiplied  by  the months for which services were
available)   during   the   nine  months  ended  September  30,  2001  and 2000,
respectively.

This  figure  is  comparative  for  both  the three months and nine months ended
September 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 nine months ended September  30, 2001 and 2000. Revenue
generated  by the Los Angeles County Community Health Plan ("CHP") contracts was
98%  and 95% of medical services revenue for the nine months ended Sept 30, 2001
and  2000,  respectively.  Revenue  generated  by  LACARE Health Plan ("LACARE")
contract  was  less  than  2%  of  medical  services revenue for the nine months
ended September  30,  2001  and  2000, respectively.  This figure is comparative
to the three months  ended  Sept  30,  2001  and  2000  respectively.

Revenue  from  other  services  including  software licensing and implementation
services  was  approximately  9%  and  41%  of  total  revenues  during the nine
months  ended September 30,2001 and September  30,  2000  respectively,  and  0%
and  60%  of our total  revenues during  the  three  months  ended Sept 30, 2001
and Sept 30, 2000, respectively.

EXPENSES

Of  the  $1,193,219  General  Operating  expense  for  the three months ended
September  30,  2001,  $111,182  was  paid  for  the  cost of provider services,
which  consist of capitation  payments  to our contracted primary  care  IPA  or
34%  of  medical  services  revenue  after  giving  account  to  IBNR  reserves,
compared  to  $152,013  or  51%  of  medical  services  revenue  for  the  three
month  period  ended  September  30,  2000.

General  and  administrative  expenses were $1,082,037 or 91 % of total revenues
and $120,544  or 40% of total revenues, for the three months ended September 30,
2001 and 2000 respectively and $2,018,955 or 84%   of  total  revenues  compared
to $412,508   or   29%  of  total   revenues   for   the   nine   months   ended
September 30,  2001  and  2000  respectively.  Medical claims expenses, for  the
nine month period ended September  30,2001  were  $573,918  or  24%  of  medical
services revenue, compared  to  $490,050  or  52%  of  medical services  revenue
for the nine month period ended  September  30, 2000. The  increase  in expenses
were due to increase in  volume  of  claims  paid  to  contracted  providers and
hospitals  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 other healthcare  providers other
than  our  contracted  primary  care  providers, but which are to be paid by  us

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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.

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 September 30, 2001 and 2000, payroll and employee
benefits  for  administrative  personnel was $148,540, or 15% of total revenues,
compared  to $173,585  or  19%  of  revenue, respectively.  Payroll and employee
benefits  for  administrative  personnel  was $408,115 for the nine months ended
September 30, 2001, or  29%  of  total  revenues, compared to $386,867 or 27% of
revenue for the nine months ended September 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.

INCOME/LOSS FROM OPERATIONS

The  registrant  recorded a loss from operations for the three months ended Sept
30,  2001  of  $6,372,  or  2%  of total revenues, and a loss of $67,064, or 22%
of  total  revenues,  for  the  three  months  ended  Sept 30, 2000.  During the
nine months ended  Sept 30, 2001, the registrant recorded a loss from operations
of $283,476,  or  28% of total revenues compared to an income from operations of
$209,896  or  15%  of  total  revenues  for the nine months ended Sept 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)  early  in  the year.

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.

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
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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).

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 have 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.

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

On  August 31, 2001, the Office of administrative law of the State of California
Department  of  Manage  Care  approved and filed with the Secretary of State the
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SB  260  regulations  making  the  regulations  final and effective immediately.
The  SB 260 bill which was passed by California legislator in 1999 (Speier-1999)
became  effective  on March 22, 2001, the date the  Department of Managed Health
Care's  proposed  emergency  regulations implementing the first phase of SB 260.
The  main  purpose  of  the  bill  is  to  facilitate  financial  monitoring  of
risk-bearing  organizations  (RBOs),  the regulations set forth three categories
of  reporting  requirements.  First,  risk-bearing  provider  organizations  are
required  to report specified financial information to the Department. Secondly,
health  care  service  plans  ("health  plans")  are  required  to share certain
risk-related and actuarial information with their contracted providers. Finally,
health  plans must disclose information relating to the financial risk they have
assigned  to  their  provider  network  to  the  Department.

For  RBOs  maintaining  their  financial  records  on a calendar year basis, the
initial  submission  to the Department for the first quarter   of  2001  is  due
by  May  15,  2001. (Non-calendar RBOs must submit  their first  quarter results
within 45 days of the end  of  their  first  fiscal  quarter  that  begins on or
after January 1, 2001.)

RBO's   first   quarterly   submission  to  the  Department  should  include the
following:
1.     Risk-Bearing Organization Quarterly Financial Survey, due within 45 days
of the  end  of  each  fiscal  quarter that begins  on  or  after  January  1,
2001.

2.     Risk-Bearing  Organization  Statement of Organization to be included with
the RBO's first quarterly submission, and then  updated  and  filed  annually in
subsequent  years  with  the  RBO's  Risk-Bearing  Organization Annual Financial
Survey.

Additionally,  a  RBO must submit the Risk-Bearing Organization Annual Financial
Survey  within  180  days  of  the  end of the RBO's fiscal  year which began in
the year 2000,(i.e., if RBOs  maintain their financial  records  on  a  calendar
year  basis,  their  first annual  filing  is  due  by  July  1,  2001.)

Annual  filings  are  to  be  based on audited financial statements for the year
prepared in  accordance with generally accepted accounting principles  (GAAP).

On  October  4,  2001,  the California Department of Managed Health Care started
publishing  the  names of Medical Groups in the state of California that met the
financial  solvency  requirement  as  a  risk  bearing  organization.

The  registrant's  Capnet  IPA, a healthcare provider network, was among the few
medical groups  who  have  complied  with  California's  financial  filing  laws
and  have  met  all  the four  basic  indicators  of  financial  solvency during
the last reporting period.

PART  II     -  OTHER  INFORMATION

LEGAL  PROCEEDINGS

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.  On August 22, the  Company  filed
a response denying all allegations in the lawsuit.

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
former subsidiary and current affiliated company,   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.
(See  Note  2  to  Condensed Consolidated Financial Statements:  Investments and
Intellectual  Property  and  Management's  Discussion  And Analysis Of Financial
Condition And Results Of Operations: Results Of Operations-Extraordinary Items.)


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On  August  27,  2001,  the  Company  filed  a  Civil Complaint for Damages and
Equitable Relief in Superior Court  of  the State of California, for the County
of Los Angeles (Case  No.  BC  2566860),  styled Meridian  Holdings, vs  Sirius
Technologies   of   America,  a  Delaware  Corporation;  Sirius   Computerized
Technologies  Ltd,   an  Israeli   Corporation;   Amir   Dolev,  an individual;
Glen  Crowe,  an individual;   Danny  Basel, an individual; Shaul Bergerson, an
individual and DOES 1 through  500,  inclusive.  This lawsuit  is in connection
to  the  recent  cancellation   by   the  registrant  of  the  purchase  of the
intellectual property commonly  known  as "Medmaster  Software"  including  the
Source-Code  and  Subsystems  of  Sirius Computerized Technologies Ltd. Through
the Israeli bankruptcy court.

The   registrant   seeks,  among   other  relief,  rescission  based  on fraud;
damages  for fraud; money  had  and  received; rescission  based on  failure of
consideration;    damages    for   breach   of   written   contract;  negligent
misrepresentation;  conversion;  declaratory  relief; preliminary and permanent
injunction  and  damages;  intentional  interference  with contract  and  other
economic relationship; and negligent interference  with  economic relationship;
breach  of  fiduciary  duty.  As   of  this  filing,  no  responses  have  been
received from any of the named defendants.

From time  to time, we may be engaged in litigation in the ordinary  course  of
our  business or in respect of which we are insured or the cumulative effect of
which litigation our management does not believe  may reasonably be expected to
be materially adverse.  With  respect  to  existing  claims  or litigation, our
management does not believe that they will have a  material  adverse  effect on
our   consolidated  financial  condition,  results  of  operations,  or  future
cash flows.

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.



MERIDIAN  HOLDINGS,  INC.

DATE:  November 14,  2001            By: /s/  Philip  Falese
                                        -------------------
                                             Philip  Falese
                                       Chief  Financial  Officer













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