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          March  31,  2002

(   )     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  March  31,  2002,  Meridian Holdings, Inc.,  Registrant  had  93,706,485
shares  of  its  $0.001  par  value  common  stock  outstanding.

                                        Page 1 of 13 sequentially numbered pages
                                                                       Form 10-Q
                                                              First Quarter 2002













                            MERIDIAN  HOLDINGS,  INC.


                                      INDEX


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

          Consolidated Balance Sheets                                    3

          Consolidated Statements of Operations                          4

          Consolidated Statements of Cash Flows                          5

          Notes to Consolidated Financial Statements                   6-8

          The Company                                                    9

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     10

PART II   OTHER INFORMATION

          Additional Information                                        13

          Signature                                                     13



































                                        2
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                           Consolidated Balance Sheets
                                   (Unaudited)
<TABLE>
<CAPTION>
ASSETS

                                                         As of
                                                         March 31,   March 31,
                                                         2002        2001
                                                 ==========   ==========
<S>                                                  <C>            <C>
Current assets
Cash and cash equivalents                              $   58,559     $  212,463
    Restricted cash                                       357,653        272,252
Accounts receivable, net of allowance for
doubtful accounts of $151,744                           1,452,509      1,454,082
Other current assets                                       52,680         17,344
                                                       ----------     ----------
                  Total current assets                  1,921,401      1,956,141

Fixed assets, net of accumulated depreciation              38,679         47,953
Intellectual property, net of accumulated
amortization of $506,250 and $337,500, respectively             -      2,193,750
Investments                                             3,798,935      4,080,926
                                                         ---------    ----------
 Total assets                                         $ 5,759,015   $  8,278,770
                                                         ==========  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable                                 $    236,262    $   281,254
    Accrued payroll and other                             319,777        172,830
    Dividend payable                                            -              -
    Reserve for incurred but not reported claims          132,357        265,664
    Accrued interest                                       31,198        208,534
    Line of credit                                         71,268         52,236
    Current portion of long-term debt                      96,375         71,253
                                                            -------      -------
    Total current liabilities                             887,237       1,051,771

Long Term liabilities
    Loan from majority stockholder/officer                299,687       2,951,342
    Long-term debt, net of current portion                 45,905          54,440
                                                         ---------      ---------
    Total liabilities                                   1,232,829       4,057,553
                                                         =========     ==========
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; 93,706,485 shares issued and outstanding at
   March 31, 2002 and 93,456,485 as at  March 31, 2001      93,706        93,957
   Additional paid-in capital                            4,947,424     4,947,137
   Accumulated deficit                                    (514,944)     (819,877)
                                                         ----------    ----------
    Total stockholders' equity                           4,526,186     4,221,217
                                                        -----------  -----------
    Total liabilities and stockholders' equity        $  5,759,015   $ 8,278,770
                                                        ============  ===========
</TABLE>
See accompanying notes to consolidated financial statements

                                        3
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                    Consolidated Statements of Operations
                                  (UNAUDITED)
<TABLE>
<CAPTION>


                                             Three Months Ended March 31,
                                                     2002           2001
                                                     ====           ====
<S>                                              <C>            <C>
Revenues
 Capitation                                       $ 409,466        $ 477,228
 Risk Pool Revenue                                  192,918                -
 Fee for Service Revenue                              8,448                -
 Royalties from Software License                          -           90,000
 Services related to software                             -           59,600
                                                   ========        =========
                                                    610,832          626,828
Cost of revenues
 Cost of Service-Capitation payments                148,044          203,848
                                                    -------          -------
 Gross margin                                       462,788          422,980
                                                    -------          -------

Operating expenses

General and administrative                          410,438          665,939
                                                    -------          -------
Income(Loss) from operations                         52,350         (242,959)
                                                    --------        ---------

Other income and (expense)
Equity interest in earnings (loss) of investment     (4,756)         (24,042)
 Other, net                                          (9,398)         (10,990)
                                                    --------        --------
                                                    (14,154)         (35,032)
                                                 -----------      -----------
      Net Loss                                   $   38,196      $ (277,991)
                                                 ===========      ===========
Net Loss per share:

    Basic and diluted                               $   0.000    $  (0.003)
    Weighted average shares outstanding            93,831,485    93,456,485


</TABLE>
















See accompanying notes to consolidated financial statements
                                        4
<PAGE>
                              MERIDIAN  HOLDINGS,  INC.

                        Consolidated Statements of Cash Flows
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,
                                                         2002            2001
                                                        =====          ======
<S>                                                   <C>           <C>
Cash flows from operating activities
  Net Loss                                              $   38,196   $  (277,991)
  Adjustments to reconcile net Loss to net
  cash used in operating activities:
  Depreciation and amortization                              2,659       174,024
  Equity interest in earnings of investments                 4,756        24,042
  (Increase) decrease in:
         Restricted cash                                   (26,421)      (69,564)
         Accounts receivable                                32,021        72,643
         Inventories						    (9,579)            -
         Other current assets                              (24,221)       (1,178)
         Accounts payable                                   13,729       (90,215)
         Accrued payroll and other                          37,969       (16,232)
         Incurred but not reported reserve                 (11,668)       62,974
         Accrued interest                                   31,198        73,784
                                                          --------       -------
Net cash used in operating activities                       88,639       (47,713)
                                                          ---------     ---------
Cash flow from investing activities
   Acquisition of fixed assets                              (3,467)       (1,501)
   Organization costs                                            -             -
                                                         ----------     ---------
Net cash used in investing activities                       (3,467)       (1,501)
                                                         ----------     ---------
Cash flow from financing activities
   Borrowings from majority stockholder / officer                -        11,368
   Borrowings on long-term debt                                  -             -
   Repayment of debt                                       (33,981)       (5,319)
   Borrowings on line of credit                                149         2,127
                                                           --------     --------
Net cash provided by financing activities                  (33,832)        8,176
                                                           --------     ---------
   Increase/(Decrease) in cash and cash equivalents         51,340       (41,038)

Cash and cash equivalents, beginning of period               7,219       253,501
                                                        ---------      --------
Cash and cash equivalents, end of period                 $  58,559     $ 212,463
                                                        ==========     ==========











</TABLE>


See accompanying notes to consolidated financial statements

                                        5
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

                   Notes  to  Consolidated  Financial  Statements
1.     General

Basis  of  Reporting

The  interim  accompanying unaudited 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, 2001 included in its Annual Report on Form 10-KSB.  Operating
results  for  the  three-month  period  ended March 31, 2002 are not necessarily
indicative of the results of operations that may be expected for the year ending
December  31,  2002.

                              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  opportunities.

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.

Use of Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Fiscal Year

The Company operates on a December 31st year end.

Revenue Recognition

The Company  prepares  its  financial statements and federal income taxes on the
accrual basis of  accounting. The  Company  recognizes  capitation  revenue on a
monthly basis from managed care plans  that  contract with the  Company  for the
delivery   of  health  care  services.  This  capitation   revenue   is  at  the
contractually   agreed-upon per-member, per-month  rates.


                                        6
<PAGE>
Costs of Revenues

The  Company  recognizes costs of revenues paid to physicians on a monthly basis
who  contract  with the Company for the delivery of health care services.  These
costs  are   at  the  contractually  agreed-upon  per-member,  per-month  rates.

Fair  Value  of  Financial  Instruments  and  Concentration  of  Credit  Risk

The  carrying  amounts  of  cash,  receivables,  accounts  payables  and accrued
liabilities  approximate  fair  value  because  of  the  immediate or short-term
maturity  of  these  financial  statements.

Equity Method

Investments  in  certain  companies  whereby the Company owns 20 percent or more
interest  are carried at cost, adjusted for the Company's proportionate share of
their  undistributed   earnings   or   losses,  because  the  Company  exercises
significant  influence  over  their  operating  and  financial activities.  Such
investee  entities  include  InterCare.com-dx,  Inc.  ("InterCare")  and  CGI
Communications  Services,  Inc.  ("CGI").

2.    Investments

                                     Capnet

The  Company  completed  the  acquisition  of  the  Capnet  Group  of  Companies
("Capnet")  on  May 25, 1999 through the issuance of 25,000,000 pre-split shares
of  common stock to the Company's majority stockholder/officer with an estimated
fair  value  of  approximately  $527,000.  During  1999,  the Company incurred a
write-off  of  approximately  $518,000  due  to the impairment of certain assets
acquired.  Capnet  currently  operates  as  a  division  of  the  Company.

                                    InterCare

On  September  18,  1999, the Company acquired 51% of all the outstanding Common
Stock  of  InterCare in exchange for services and assumption of certain debts of
InterCare. During  fiscal  year  2000,  additional  stock  issued  by  InterCare
combined  with  a  dividend  distribution  by  the  Company  of  InterCare stock
resulted in a net decrease in the Company's ownership percentage to 32% at
December 31, 2000.  A dividend of approximately $160,800 was recorded reflecting
the  relative  net  book value of the Company's investment in InterCare that was
distributed to Meridian Holdings, Inc., shareholders as at that time.

                                       CGI

On December 10, 1999, the Company agreed to acquire a 20% equity interest in CGI
for  common  stock.  On December 20, 1999, the board of directors authorized the
issuance  of  4,000,000  pre-split (adjusted to 12,000,000 post-split) shares of
common  stock  in consideration for the 20% of the interest in CGI.  At the date
of  the  transaction,  the  Company's  shares opened at a price of $3 per share.
Between  September  1,  1999  and the acquisition date, the Company's stock sold
within  a  range  of  $.25  to  $3.25  per share (an average of $.97 per share).
Because of the limited trading history of the Company, the six-month average was
deemed  to  be  a  fair  valuation  of  the  transaction,  resulting  in a total
investment  balance  of  $3,880,000  as  of  December  31,  2000  and 1999.  The
shareholders  of  CGI  were  also  issued  warrants  to  purchase  an additional
1,000,000 pre-split (adjusted to 3,000,000 post-split) shares of common stock at
$2  pre-split  share  (or  approximately  $0.67  on  a  post-split basis) over a
five-year  period  as  a hedge against any fluctuation of the share price of the
common  stock  in  the immediate future.  These warrants will expire on December
30,  2004,  and  none  have  been  exercised  as  of  March 31,  2002.




                                        7
<PAGE>
3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           March 31, 2002     March 31,2001
<S>                                      <C>                    <C>
Computer equipment                          $  77,283            $  71,853
Leasehold improvements                          6,500                6,500
Office furniture and fixtures                  36,603               36,603
Office equipment                               25,312               25,312
Software                                       22,389               18,534
Medical equipment                               5,391                5,391
                                             --------              -------
                                              173,478              164,193
Less accumulated depreciation                (134,799)            (116,240)
                                            ---------             --------
                                             $ 38,679             $ 47,953
                                            =========            ==========
</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,  2003.

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
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 March 31, 2002 and 2001.

The  Company has also reflected the monies in the escrow account as of March 31,
2002  and  March 31,  2001  as  restricted cash in the accompanying consolidated
balance sheets. Additionally, Cap-Management Systems, Inc., provides the Company
with an estimate as to the  incurred  but  not  reported reserve, which has been
recorded as such in the accompanying  consolidated  balance  sheets.













                                        8
<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  greater of  Los  Angeles  County.

The  Company  became  fully  reporting  under  Securities  & Exchange Commission
guidelines  on  March  31,  1999. The Company's common stock started trading  on
the OTCBB on August 26, 1999. 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
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  Center  for  Medicare  and Medicaid
Services,  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 $1,034,165 as at March  31, 2002 compared
to  $904,370  at March  31,  2001.   This  represents  an  increase  in  working
capital of 14%.  This  increase  in  working capital is attributed  to  increase
in  enrollment  of  membership  into the Capnet IPA Network; increase in monthly
fees  paid  by the contracted health plans to the IPA  and  downsizing of the of
personnel following the implementation of a restructuring program started during
the first quarter of 2001.
                                        9
<PAGE>

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.

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 impact on
our  operations.

RESULTS  OF  OPERATIONS

THE  FINANCIAL  RESULTS  DISCUSSED  BELOW  RELATE  TO  THE OPERATION OF MERIDIAN
HOLDINGS  FOR  THE  THREE MONTHS  ENDED MARCH 31, 2002 AS  COMPARED  TO  THE
THREE  MONTHS  ENDED  MARCH 31, 2001.

REVENUE

The  Company  generated  revenues  from  operations of $610,832 during the first
quarter  ended  March  31,  2002,  compared  to  the revenues from operations of
$626,828  during  the  comparable period in 2001.  This represents a 2% decrease
in revenues.


There were no revenues generated from software license  royalities and  support
services  during  the  quarter  ended  March 31,  2002, as compared to $149,600
revenue  generated  from  software  related  sales  and support service  during
comparable period in 2001.

The  registrant  is  in the process of developing a replacement software program
scheduled  to  be  released  in  second  quarter of  2002, 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
                                        10
<PAGE>
customer, or could  be  available  within  the  time  frame  we  anticipate.

The  Company  recorded  a  net  income from operations  of  $38,196 during  the
three-month period ended March 31, 2002,  compared  to net loss from operations
of $(277,991)  during  the  comparable  period  in  2001.

The  increase  in  net  income  is  due  to  the  implementation  of  the  2001
re-structuring program as well as increased in membership enrollment  into  the
Capnet IPA network.

Revenue  generated  from our  managed care contracts with HMOs  as a  percentage
of medical services revenue was approximately 99% and 96%, respectively,  during
the three months ended March 31,  2002  and  2001. Revenue generated  from the
Los  Angeles  County Community Health Plan ("CHP") contracts was 99%  and 98% of
medical services revenue for the three months ended March 31, 2002 and 2001,
respectively.  Revenue  generated  by LACARE Health Plan ("LACARE") contract was
less  than  2%  of  medical  services revenue for the comparable period.

Cost of Revenues

The  cost  of  revenue   for  three  months  ended  March  31,  2002 is $148,044
compared   to  $203,848  for  three  months  ended  March  31,  2001.  This
represents a 27% decrease in cost of revenue. The decrease in cost of revenue is
attributed to the increase in the per member per month fee paid by the HMO, with
no apparent increase in per member per  month capitation fee adjustment  paid to
our contracted primary care physicians, since the registrant  is required to set
aside enough  funds in its risk pool reserve  to  be  used  in  funding the IBNR
(Incurred  but  not  reported) expense for one year.

EXPENSES

General  and  administrative  expenses  were  $410,438 or 67 % of total revenues
for  the  three  months  ended  March  31, 2002  compared  to  $665,935  or 106%
of  total  revenues  for  three  months  ended March 31, 2001.  The  decrease in
general  and  administrative  expense  is due to the implementation  of the 2001
restructuring program by the registrant.

Direct medical costs includes all costs associated  with  providing services for
CAPNET  IPA contracted members,  including direct medical  payment  to physician
providers, hospitals and ancillary services  on  capitated  and  fee for service
basis. For the quarter ended March 31, 2002, these costs represents 76% of total
revenue. This  is  referred  to  as Medical Loss Ratio (MLR). Our  Medical  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.

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  for  individuals  covered  by our  capitated risk
contracts  with  HMOs. Of  the $410,438 total  expenditure for the three  months
ended March 31, 2002, $112,880 or  28% was  for  payment  of medical claims.

Payroll  and employee benefits  for  administrative  personnel  was $154,212 for
the three months ended  March  31, 2002, compared to  $172,000 during comparable
period in 2001. This decrease in payroll expense is due  to  the  implementation
of  the  2001 restructuring  program  as  well  as  downsizing of operation with
resultant lay-off of personnel.

Management  anticipates  that  general operating expenses will increase, as the
IPA membership continues to grow.

INCOME/LOSS FROM OPERATIONS

The registrant recorded a net income from operations for the  three months ended
March  31,  2002  of $38,196, compared to net loss of $277,991 during comparable
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period in 2001. This increase in net income is due to the increase in capitation
payment  received  from  the  HMO,  as  well  as  the implementation of the 2001
restructuring  program.

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,  2001, 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 Capnet IPA Healthy Family Program contract
with the County of  Los  Angeles  Community Health Plan, and LACARE Health Plan.

Also, the Company has submitted applications for contracting on behalf of Capnet
IPA, to  other HMO's within the greater Los Angeles County, in order to increase
it membership base. There  Can be no assurances that such contract will be
approved by the HMO.

The  Company  is now in the final stages  of the development of ICE(tm) clinical
documentation  software,  which is  scheduled  to  be released during the second
quarter  of  2002. There  can  be no assurance that the Company expected date of
release of  the software will  be within the above stated time frame. Management
will  continue  to  make  such  adjustments  in   the  release date, until it is
satisfied  that  the  developed  software  application  will  perform as per our
original  software  specification. If  we are not able to  release  the software
application in a timely manner, our revenue growth will be impacted.
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RECENT  EVENTS

On  March 7,  2002,  the  Company  held  its annual  shareholder  meeting at the
Ramada  Inn, in Culver City, California.  Four of five members of  the  board of
directors  for the year  2002  were  elected.  Also, during   this  meeting, the
shareholders  approved  the company's 2002  stock  option  plan.   And, finally,
the  shareholders  approved  the  appointment  of  Andrew M. Smith, CPA  as  the
Company's  independent  auditors.

On May 1, 2002, Mr. James W. Truher, a director of the registrant, was appointed
as an  interim  Chief Financial Officer of the registrant, until a new permanent
Chief financial officer  is  appointed  to replace Mr. Philip Falese, our former
Chief Financial officer, who has since moved on to pursue other interests.

PART  II     -  OTHER  INFORMATION

LEGAL  PROCEEDINGS

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.

                                   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:  May  14,  2002
                                   By:  /s/  Anthony C. Dike
                                        -------------------
                                            Anthony C. Dike
                                             Chairman/CEO




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