UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB/A
                           Amendment Number 1
(  X )    QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Quarterly  Period  Ended          June  30,  2005

(   )     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)

        6201  Bristol Parkway,  Culver City,  California 90230
        ----------------------------------------------------------------
                    (Address  of  Principal  Executive  Offices)

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

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


Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934  during  the  preceding  12 months and, (2) has been subject to such filing
requirements  for  the  past  90  days.     Yes  (  X  )   No   (    )

As  of  June  30,  2005,  Meridian  Holdings, Inc.,  Registrant  had  14,370,200
shares  of  its  $0.001  par  value  common  stock  outstanding, with a total
market value of $718,500













                                       Page  1 of 14 sequentially numbered pages
                                                                       Form 10-Q
                                                             Second Quarter 2005
                            MERIDIAN  HOLDINGS,  INC.

                                      INDEX
This Amendment Number 1 to our quarterly report on Form 10-QSB, for the quarter
ended June 30, 2005, includes some minor changes to  improve  our disclosures,
specifically  in  item8a  regarding Controls and Procedures, Changes in
Internal Control over Financial Reporting  and  Exhibit 31. Except  as required
to  reflect the changes noted above,  this  Form  10-QSB/A  does  not attempt
to modify  or update  any other disclosures set forth in  the  original filing.
Additionally this  Form 10-QSB/A does not  purport to  provide a general update
or  discussion of any other developments at the Company subsequent to the
original filing.

<TABLE>
<CAPTION>

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

     Item 1.  Financial Statements for Period Ended June 30, 2005

          Condensed Consolidated Balance Sheets                                    3

          Condensed Consolidated Statements of Operations                          4

          Condensed Consolidated Statements of Cash Flows                          5

          Notes to Condensed Consolidated Financial Statements                   6-8

     Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                               10

     Item 3  Controls and Procedures                                              14

PART II   OTHER INFORMATION

     Item 1.  Legal Proceedings                                                   12

     Item 6.  Exhibits and Reports on Form 8-K                                    13

          Signature                                                               13
</TABLE>

























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

<TABLE>
<CAPTION>
ASSETS
                                             As of June 30,          December 31
                                                    2005                2004
                                                                      (Restated)
                                                   ==========         ==========
<S>                                                 <C>             <C>
Current assets
Cash and cash equivalents                          $ 42,427           $  173,628
Restricted cash                                     223,904              217,283
Accounts receivable, net of allowance for
doubtful accounts of $179,812 and $198,813
respectively                                      1,997,588             1,645,838
Other current assets                                  8,302                11,420
                                                ------------      --------------
Total current assets                              2,272,191             2,048,170

Fixed assets, net of accumulated depreciation        24,663                33,944

Investments                                       3,424,997             3,424,997
                                                 -----------          -----------
 Total assets                                   $ 5,721,851           $ 5,507,111
                                                  ==========          ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued Expense                                    633,839                299,504
Reserve for incurred but not reported claims        75,738                201,311
Line of credit                                      47,514                 50,263
Current portion of long term debt                    4,117                  4,117
                                                  ------------         ----------
    Total current liabilities                      761,208                555,195

Long Term liabilities
    Long-term debt                                 350,326               391,821
                                                   ---------           ----------
    Total liabilities                            1,111,534               947,016
                                                   ---------           ----------
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; 14,370,200 shares
issued and outstanding at June 30, 2005
and December 31, 2004 respectively)                 14,370                14,370
Additional paid-in capital                       5,526,760             5,526,760
Accumulated deficit                               (930,813)             (981,035)
                                                -------------      -------------
   Total stockholders' equity                    4,610,317             4,560,095
                                                -------------       ------------
   Total liabilities and stockholders' equity  $ 5,721,851           $ 5,507,111
                                                ============        ============
</TABLE>



See accompanying notes to  Condensed consolidated financial statements






                                       3
<PAGE>

                        MERIDIAN  HOLDINGS,  INC.
             Condensed Consolidated Statements of Operations
                                (UNAUDITED)
<TABLE>
<CAPTION>
                        Three Months Ended June 30,       Six Months Ended June 30,
                            2005             2004              2005          2004
                                           (Restated)                     (Restated)
                            =====             ====              ====          ====
<S>                      <C>             <C>            <C>           <C>
Revenues
 Capitation               $ 126,253       $ 321,638          329,480          700,821
 Risk Pool                   60,713         148,792          179,678          316,833
 Fee For Service            410,068           1,365          548,154            1,806
                           ---------     -----------       -------------     ----------
                            597,034         471,795        1,059,034        1,019,460

Cost of revenues           (114,000)       (187,078)        (273,603)        (392,374)
                           ---------        -------        -----------     -----------
 Gross margin               483,039         284,717          783,709          627,086
                           ---------        -------        ------------    -----------
Operating expenses

General and administrative (267,152)      (429,138)         (718,135)        (801,733)
                           ---------        -------        ------------       ---------
(Loss)Income from
Operations                  215,882       (137,421)          65,574          (174,647)
                           ----------       -------        ------------       ----------
Other income and expense
Stock option issued              -        (500,000)               -          (500,000)
Other expense                (1,141)        (3,161)          (15,352)          (5,425)
                        ------------      -----------     ------------    ------------
Total other income/expense   (1,141)      (503,161)          (15,352)       (505,425)

Net Income/Expense          214,741       (640,582)           50,222        (680,072)
                         ===========      ===========     ===========       ==========

Net income per share    $    0.03         $  (0.07)           $ 0.004        $  (0.06)

Weighted average
shares outstanding       14,370,200        9,383,149      14,370,200        11,870,200

</TABLE>
























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

<TABLE>
<CAPTION>
                                                 Six Months Ended June 30,       Three Months Ended June 30
                                                         2005            2004     2005             2004
                                                                    (restated)                   (restated)
                                                         =====          ======     =======       ==========
<S>                                                  <C>           <C>           <C>            <C>
Cash flows from operating activities
  Net income/(loss)                                    $ 50,222       (680,072)   $ 214,741       (640,582)
  Adjustments to reconcile net Loss/income to net
  cash used in operating activities:
  Stock Option issued                                          -       500,000            -        500,000
  Depreciation and amortization                           18,199         8,908        4,626            596
  (Increase) decrease in:
         Restricted cash                                  (6,621)      98,777      (34,341)         70,402
         Accounts receivable                            (351,720)    (131,761)    (232,835)        (44,609)
         Other current liabilities                         3,118            -            -          46,780
         Accounts payable                                239,005      170,351      171,035               -
         Accrued expense                                  80,277            -       44,277               -
         Incurred but not reported reserve              (125,573)     (26,509)    (125,573)              -
                                                         ---------    ---------    --------        -------
Net cash used in operating activities                     (93,093)    (60,306)      41,930         (67,413)

Cash flow from investing activities
   Acquisition of fixed assets                             8,917       (8,918)           -               -
                                                       ----------     ---------     ------         --------
Net cash used in investing activities                     (8,917)      (8,918)           -               -
                                                       ----------     ---------    --------       --------
Cash flow from financing activities
   Borrowings from majority stockholder/officer                -      (31,459)           -         31,098
   Repayment on long-term debt                                -        38,025       (20,082)       36,000
   Repayment on line of credit                             (2,749)      1,300        (1,870)        2,340
   Repayment of shareholder loan                          (11,314)         -              -              -
   Borrowings of long term debt                           (15,128)         -              -              -
                                                         --------     ---------      -------        ------
Net cash (used in) provided by financing activities       (29,191)      70,784      (21,952)       69,438
                                                         ---------    ---------      --------       ------
Increase/(Decrease) in cash and cash equivalents         (131,201)      1,560        19,978         2,025

Cash and cash equivalents, beginning of period            173,628       1,218        22,449           753
                                                         ----------     -------      -----          -----
Cash and cash equivalents, end of period                $  42,427       2,778        42,427         2,778
                                                         ==========     ========    =======        ======

Supplemental Disclosure of non-cash investing and financing activities
                             Stock Issued                                500,000                  500,000
</TABLE>

















See accompanying notes to Condensed 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, 2004 included in its Annual Report on Form 10-KSB.  Operating
results  for  the  six-month  period  ended June 30, 2005 are not necessarily
indicative of the results of operations that may be expected for the year ending
December  31,  2005.

                              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.

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

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.
The  most  significant  area  requiring  estimates  relate  to  the  Company's
Global Risk arrangement with County of  Los  Angeles  Community  Health  Plan,
(CHP) and  Tenet Healths Systems, such  estimates  are  based on knowledge  of
current  events  and  anticipated   future  events,  and  accordingly,  actual
results may ultimately differ materially from those estimates.
                                        6
<PAGE>
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.

With regard to revenues,  expenses  and  receivables  arising from global risk
agreements with CHP and TENET, the Company estimates amounts it  believes will
ultimately be realizable based in part upon estimates of claims  incurred  but
not  reported  (IBNR)  and  estimates  of retroactive adjustments or unsettled
costs to be applied by CHP and/or  Cap Management Systems.  The IBNR estimates
are made  by  CAP-Management Systems,  utilizing  actuarial  methods  and  are
continually  evaluated  by  management  of the Company based upon its specific
claims  experience.  It  is  reasonably  possible  that  some  or all of these
estimates  could  change  in  the  near  term  by  an  amount  that  could  be
material  to  the  financial  statements.

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.

As of December 2004, Centinela Hospital, one of Tenets facilities under global
risk  contract  with  the  Company,  was  sold  to  Centinela  Freeman  Health
Systems, Inc.  A replacement contract between  the  Company, CHP and Centinela
Freeman Health  System  has  been  established.  All  IBNR   calculations  and
estimates for the previous contracts with Tenet  is now suspended. A  new IBNR
calculation  and  estimate has been  established for the replacement contracts
between the Company, and the new owners of the hospitals, while letting  the
previous  IBNR  to  run-out  over a six months period.

From time to time, CHP charges the Company for certain medical expenses, which
the  Company believes are erroneous or are not  supported  by  its  underlying
agreements with CHP. Management's estimate of recovery on these  contestations
is based upon its judgment and its consideration of several factors  including
the  nature  of  the   contestations,  historical  recovery  rates  and  other
qualitative factors.

Non-HMO  accounts   receivable   (Fee   for   Service   Revenue),  aggregating
approximately   $548,154 as at June 30, 2005,  relate  principally to  medical
services  provided on  a fee for service  basis,  and  are reduced by  amounts
estimated    to    be   uncollectible. These   receivables   are   typically
uncollateralized  customer  obligations due under normal trade terms requiring
payment within 30-90 days from the invoice date. The  Company  does not charge
late  fees  or  penalties  on  delinquent  invoices,  however  it  continually
evaluates  the  need  for  a  valuation  allowance.  Management's  estimate of
uncollectible   amounts   is   based   upon   its   analysis   of   historical
collections and other qualitative factors.

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
or at the California Medi-cal fee for  service  rates. During  the  period ended
June 30, 2005, the  Company  has resorted  to paying fee for service for all the
Physician services as a result of increase withholding of the capitation fees by
CHP.  The Company has accrued $114,000 as an estimate of  cost of revenue in the
                                        7
<PAGE>
Income statement  pending  the  receipt of the encounter  data  from our primary
Care providers.The Company is contesting these withholdings, and is pursuing
all available remedies for recovery.

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  entity is CGI Communications  Services,  Inc.  ("CGI").

2.    Investments

                                       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 expired on December 30, 2004.

3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           June 30, 2005    June 30,2004
<S>                                      <C>                    <C>
Computer equipment                         $ 111,155             $ 111,155
Leasehold improvements                         6,500                 6,500
Office furniture, fixtures and equipment      61,916                61,916
Software                                      25,803                25,803
Medical equipment                              6,654                 6,654
                                             --------              -------
                                             212,027               212,027
Less accumulated depreciation               (187,364)             (168,759)
                                            ---------             --------
                                            $ 24,663              $ 43,268
                                            =========            ==========
</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,  2006.

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.

                                        8
<PAGE>
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  Incurred But Not Reported  ("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
("IBNR")  reserve  have  been  accounted  for.

These revenues and expenses have been reflected in the accompanying Consolidated
statements of operations for the quarters ended June 30, 2005 and 2004
respectively.

The  Company has also reflected the monies in the escrow  account as of June 30,
2005 and 2004, respectively as restricted cash in the  accompanying consolidated
balance sheets.

7.  Judgment Receivable

On January 8, 2004, a default judgment was entered  in  favor of the registrant,
by the Los Angeles County Superior Court in a  case  titled  Meridian  Holdings,
Inc. versus Sirius Technologies of America,  a Delaware Corporation  Case Number
BC256860. The amount of the judgment including  damages, court cost and punitive
damages are $30,687,926, with a pre-judgment interest at the annual rate of 10%.
Management is  pursuing all collections options regarding this judgment.

8.   Recent Events

The registrant re-stated it financials for the year ended  December  31, 2004 to
reflect  the  loss  in  its'  investment  in CGI  Communication  services,  Inc.
(Subsidiary) and the removal of judgment receivable which is  a gain contingency
from  the  account,  and instead  placing  it  in  the  note  to  the  financial
statements, in  accordance  with  GAAP,  so as not to recognize revenue prior to
realization. Every  effort  is  being made by  the management to collect on this
judgment.

9.   Subsequent Events

On  August  8,  2005,  the  board directors authorized the issuance of 3,750,000
shares  of  common stock of the registrant  at a fair-market value of 0.08 cents
per  share  (based  on  closing Asking price of registrants' common stock as  of
August 5, 2005) to Anthony C. Dike, MD, our Chairman and CEO,  in  exchange  for
extinguishing  $300,000  debts  owed to him by the registrant as at December 31,
2004.






















                                        9
<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
Culver City California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  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  $1,510,983 as   at   June  30, 2005
compared  to  $ 1,492,975  at December 31,  2004. This represents an increase in
working  capital of  1%.

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.


                                       10
<PAGE>
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 as  well
as increase in our fee for service revenue. 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.

RESULTS  OF  OPERATIONS

THE  FINANCIAL  RESULTS  DISCUSSED  BELOW  RELATE  TO  THE OPERATION OF MERIDIAN
HOLDINGS  FOR  THE  THREE  MONTHS  ENDED  AND  SIX MONTHS ENDED JUNE 30, 2005 AS
COMPARED  TO  THE  THREE  MONTHS  ENDED  AND  SIX  MONTHS  ENDED  JUNE 30, 2004.

REVENUE

Capitation  revenues from our  CHP contract decreased  by  155%  from  $ 321,638
for the  three  months   ended   June   30,  2004  to $ 126,253  for  the  three
months  ended June  30,  2005, and by  113%  from  $ 700,821 for the six months
ended June  30, 2004  to  $ 329,480 for   the six  months  ended June 30, 2005.
The decrease in capitation revenue was due in part to the termination of some of
our Managed care contracts with CHP, delay in procuring a replacement  contracts
for the new hospital owners, disenrollment of members, and increased withholding
of our capitation fees by CHP. Management is  pursuing all its available options
to mitigate further losses. There can be no guarantee that these efforts will be
successful in reversing these losses.

Non-CHP  accounts   receivable   (Fee   for   Service   Revenue),  aggregating
approximately   $548,154  for  six  months  ended  June 30, 2005, as oppose to
$1,806 for comparable period in 2004. This receivable relates  principally, to
medical services  provided on  a  fee-for-service  basis,  and  are reduced by
amounts estimated to be   uncollectible. These   receivables   are   typically
uncollateralized  customer  obligations due under normal trade terms requiring
payment within 30-90 days from the invoice date. The  Company  does not charge
late  fees  or  penalties  on  delinquent  invoices,  however  it  continually
evaluates  the  need  for  a  valuation  allowance.  Management's  estimate of
uncollectible   amounts   is   based   upon   its   analysis   of   historical
collections and other qualitative factors.

Of the $597,034 total medical services revenue generated for  the  three  months
ended June 30, 2005, $410,068 was from the fee for service component, and
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$186,966 was from capitated managed care contract.

The  increased  in fee for Service revenue from negligible  amount  during  the
quarter ended June 30, 2004 to current amount of $410,068  for the period ended
June 30, 2005 is as  a  result  of  the recent acquisition of two large clinics
from Centinela  Medical  Center  Clinics, Inc., as of  January  1, 2005.  These
clinic facilities provides  a wide  array  of  medical and diagnostic  services
to the patient population they serve.

With regard to revenues,  expenses  and  receivables  arising from global risk
agreements with CHP and TENET, the Company estimates amounts it  believes will
ultimately be realizable based in part upon estimates of claims  incurred  but
not  reported  (IBNR)  and  estimates  of retroactive adjustments or unsettled
costs to be applied by CHP and/or  Cap Management Systems.  The IBNR estimates
are made  by  CAP-Management Systems,  utilizing  actuarial  methods  and  are
continually  evaluated  by  management  of the Company based upon its specific
claims  experience.  It  is  reasonably  possible  that  some  or all of these
estimates  could  change  in  the  near  term  by  an  amount  that  could  be
material  to  the  financial  statements.

As of December 2004, Centinela Hospital, one of Tenets facilities under global
risk  contract  with  the  Company,  was  sold  to  Centinela  Freeman  Health
Systems, Inc.  A replacement contract between  the  Company, CHP and Centinela
Freeman Health  System  has  been  established.  All  IBNR   calculations  and
estimates for the previous contracts with Tenet  is now suspended. A  new IBNR
calculation  and  estimate has been  established for the replacement contracts
between the Company, and the new owners of the  hospitals, while  letting  the
previous  IBNR  to "run-out"  over a six months period.

The IBNR reserve as of June 30, 2005, is $75,738. The decrease in IBNR reserve
is  due  to  the  IBNR "run-out"  as  discussed  above, with resultant payment
of newly reported medical claims as well as  decrease in overall membership in
Capnet IPA. Adjustments  will  be  made  to  the  IBNR reserve, as our medical
claims volume increases with new membership  enrollment in the IPA. Management
will continue to monitor these reserve  on a monthly basis.

EXPENSES

General  and  administrative expenses  were  $267,152 or 38% of  total  revenues
for the three  months  ended  June 30, 2005 compared to $429,506 or 91% of total
revenues for three months ended June 30, 2004. This decrease in  expense is  due
to outsourcing of our  Manage  Contract management to Cap Management systems, as
well as laying off of some personnel in order  to  reduce operational expenses,
as well as increased efficiency.

Medical  claims  paid  after  giving account  to  IBNR  reserves,  for the three
month period ended  June  30,2005 were  $ 150,540 compared to $ 187,633  for the
three month  period  ended  June  30,  2004. The  decrease  in  medical services
expense for the  three months ended June 30, 2005  was  due  to  the termination
of our primary  care  only contracts with CHP, as well as payment of claims from
our IBNR reserve for the terminated contracts with TENET.

Of  the  $150,540  medical claims expense for the period ended in June, 30, 2005
$125,573  was  paid  out  of the IBNR reserve, as part of the IBNR "run-out" as
discussed above.

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 June 30, 2005, these  costs represents 17% 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  counter-balancing  increases in capitation revenues.

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.
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For the three months ended June 30, 2005 and 2004, payroll and employee benefits
for administrative personnel  was $240,718,  compared  to $128,113 respectively.
The  increase  in  employee  payroll expenses  for the six months ended June 30,
2005 was due to hiring of additional support staff for the operation of the
clinics.

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.

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
or at the California Medi-cal fee for  service  rates. During  the  period ended
June 30, 2005, the  company   resorted  to  paying  fee  for service for all the
physician services as a result of increase withholding of the capitation fees by
CHP.  The Company has accrued $114,000 as an estimate of  cost of revenue in the
income statement  pending  the  receipt of the encounter  data  from our primary
care providers. The Company is contesting  these withholdings,  and  is pursuing
all available remedies for recovery.

From time to time, CHP charges the Company for certain medical expenses, which
the  Company believes are erroneous or are not  supported  by  its  underlying
agreements with CHP. Management's estimate of recovery on these  contestations
is based upon its judgment and its consideration of several factors  including
the  nature  of  the   contestations,  historical  recovery  rates  and  other
qualitative factors.

INCOME/LOSS FROM OPERATIONS

The  registrant  recorded  a income from  operations  for the three months ended
June 30, 2005 of $215,882,  or  64% of  total revenues, compared to net loss  of
$144,789, or 31%  of total revenues, for  the three  months ended June 30, 2004.
During  the  six  months  ended June  30, 2005, the registrant  recorded  a  net
income from operations of $65,574 or 8% of total revenues compared to net loss
from  operations of $174,647  or 17% of total revenues for the six months  ended
June 30, 2004. The increase in net income  from  operations  is  due to increase
in the fee for service revenue for the period ended June 30, 2005.

NET INCOME (LOSS)

The  net  income for the three months ended June 30, 2005  was $214,741 compared
to net loss for the three months  June 30, 2004 of $647,950.  The Net income for
six months  ended  June 30,  2005 and  June 30, 2004  was $50,222  and  $680,072
respectively. The increase in net income  from  operations  is  due to increase
in the fee for service revenue for the period ended June 30, 2005.

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,  2004, 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.

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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.

The Company through it's CGI Communications, Services, Inc.,  has  embarked on a
global telemedicine  initiative,  which  we believe will expand  our operational
network  to  key  strategic countries all over the world, and will  increase our
operational capacity and revenues.

Recent Invents

The  registrant re-stated it financials for the June 30 2004  and  December  31,
2004 year  end to  reflect  the  loss  in  its'  investment in CGI Communication
services, Inc. (Subsidiary) and the removal of judgment receivable  which  is  a
gain contingency from the account and instead  placing it in  the  note  to  the
financial statements, in accordance with  GAAP,  so as not to recognize  revenue
prior to realization. Every  effort is  being made by  the management to collect
on this judgment.

Subsequent events

On July 18, 2005,  CGI Communications  Services, Inc., an  applications services
provider  specializing   in   Telemedicine   and   Telehealth  services  to  the
healthcare community, iuused a press release announcing that it has entered into
a memorandum of understanding (MOU) with  ITeMAX, a  technology Company based in
Riverside California , that specialized in providing ITenabled  services  to the
global  marketplace

Under  the terms of the MOU, the  two companies have mutually decided to explore
and  develop  the  following  business  opportunities:
1     Preferred  IT  Services Partnership: Under this term, ITeMAX will identify
IT  service  and  implementation opportunities within its target marketplace and
will  team  up  with  CGI  to  develop  the  necessary  solution and provide the
associated  service
2     IT  Services  Business  Venture: Under this concept the two companies will
jointly  develop  an  IT  services  business  infrastructure  to  serve  target
customers  world-wide.  They  will  set up a joint venture company with mutually
acceptable  operating  terms  and  conditions  to  execute  this  business
3     Co-operative  Marketing:  The  two  companies  will develop a co-operative
marketing  program.  Under this arrangement, each party agrees to list the other
as  a  strategic  partner in their advertising, promotional, product description
and  corporate  and  sales  literature

On  August  8,  2005,  the  board directors authorized the issuance of 3,750,000
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shares  of  common stock of the registrant  at a fair-market value of 0.08 cents
per  share  (based  on  closing Asking price of our common stock as of August 5,
2005)   to   Anthony  C.  Dike, MD,  our  Chairman  and  CEO,  in  exchange  for
extinguishing  $300,000  debts  owed to him by the registrant as at December 31,
2004.

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange  Act" ), the Company carried out an evaluation under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
the end of this reporting period.  In  designing  and evaluating  the  Company's
disclosure  controls and  procedures,  the  Company and its management recognize
that  there  are  inherent  limitations  to  the  effectiveness of any system of
disclosure  controls and  procedures,  including the possibility of  human error
and  the  circumvention  or  overriding  of  the  controls  and  procedures.
Accordingly,  even  effective  disclosure  controls  and   procedures  can  only
provide reasonable assurance of  achieving  their  desired  control  objectives.
Additionally, in evaluating and implementing possible controls  and  procedures,
the Company's management was required  to  apply  its reasonable judgment. Based
upon the required evaluation,  the  Management  concluded  that  as of June 30,
2005,  the   Company's   disclosure   controls  and  procedures  were  effective
(at  the  "reasonable  assurance"  level  mentioned  above)   to   ensure   that
information  required to be  disclosed  by the Company in  the  reports it files
or submits  under  the Exchange  Act  is  recorded,  processed,  summarized  and
reported  within  the  time  periods  specified  in  the Securities and Exchange
Commission's rules and forms.

From  time  to  time,  the  Company  and  its management have conducted and will
continue  to  conduct  further  reviews  and,  from  time  to  time put in place
additional  documentation,  of the Company's disclosure controls and procedures,
as  well  as its internal control over financial reporting. The Company may from
time to  time  make  changes  aimed at enhancing their effectiveness, as well as
changes  aimed  at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable  to  address  recommendations of the Company's management, its counsel
and/or  its  independent   auditors,   including   any  recommendations  of  its
independent  auditors  arising  out of their audits and reviews of the Company's
financial  statements. These  changes  may include changes to the Company's own
systems,  as well as to the systems of businesses that the Company has acquired
or that the Company may acquire in the future and will, if made, be intended to
enhance the effectiveness of the Company's controls and procedures. The Company
is  also  continually  striving  to  improve  its  management  and  operational
efficiency  and  the  Company expects that its efforts in that regard will from
time  to  time  directly or indirectly affect the Company's disclosure controls
and  procedures,  as  well  as  the  Company's  internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal controls or in other
factors that could  significantly affect internal controls as of June 30, 2005.

PART  II     -  OTHER  INFORMATION

Item 1: LEGAL  PROCEEDINGS

From time  to time, we may be engaged in litigation in the ordinary  course  of
our  business 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.


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Item 6.  Exhibits and Reports on Form 8-K

  31.1  Certification pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike

  32.1  Certification pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
        of Anthony C. Dike

                                   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.



Date:  September 27,  2005             By:  /s/  Anthony  C.  Dike
                              ____________________________________Signature
                                        Anthony  C.  Dike
                                    Chief  Executive  officer

















































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