UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB/A
                            Amendment Number 2
 (  X )     QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934

               For  the  Quarterly  Period  Ended          March  31,  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  March  31,  2005,  Meridian Holdings, Inc.,  Registrant  had  14,370,649
shares  of  its  $0.001  par  value  common  stock  outstanding.













                                        Page 1 of 19 sequentially numbered pages
                                                                       Form 10-Q
                                                              First Quarter 2005
                            MERIDIAN  HOLDINGS,  INC.


                                      INDEX
                                  EXPLANATORY NOTE
This Amendment Number 2 to our quarterly report on Form 10-QSB, for the quarter
ended  March  31,  2005,  includes  an  explanation  note,  removal of judgment
receivable  from  the  Balance  Sheets  and  Statement  of  Cashflow  sections,
reclassification of liabilities section,   restatement  of  December  31,  2004
financials  to  include  loses from investments in CGI Communications Services,
Inc,  subsidiary  and other minor changes to improve our disclosures. 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.


                                                                       PAGE
                                                                       ----


PART  I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

          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

    Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                     13

    Item 3    Controls and Procedures                                   16

PART II   OTHER INFORMATION

    Item 1    Legal Proceedings                                         17

    Item 6.  Exhibits and Reports on Form 8-K                           17


          Signature                                                     17













                                        2
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.

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


                                                       As of
                                                      March 31,       December 31,
                                                      2005            2004
                                                                     (Restated)
                                                   ==========         ==========
<S>                                                  <C>            <C>
Current assets
Cash and cash equivalents                           $  22,449        $   173,628
    Restricted cash                                   189,563            217,283
Accounts receivable, net of allowance for
doubtful accounts of $ 198,030                      1,764,723          1,645,838
Other current assets                                    8,302             11,420
                                                     ----------       ----------
   Total current assets                             1,985,037          2,048,170

Fixed assets, net of accumulated depreciation          29,289             33,945
Investments                                         3,458,565          3,424,997
                                                    ----------         ----------
 Total assets                                     $ 5,472,891        $ 5,507,111
                                                    ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accrued Expense                                   335,504            299,504
    Reserve for incurred but not reported claims      201,311            201,311
    Line of credit                                     67,596             50,263
    Current portion of long-term debt                   4,112              4,112
                                                   -----------        -----------
    Total current liabilities                         608,523            555,195

Long Term liabilities
    Long-term debt                                 $  435,224            391,821
                                                      ---------        ---------
    Total liabilities                               1,043,747            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; 14,370,649 shares issued and outstanding at
December 31, 2004  and March 31, 2004 respectively      14,370            14,370
Additional paid-in capital                           5,526,760         5,526,760
Accumulated deficit                                 (1,111,986)         (981,035)
                                                   -----------         ----------
    Total stockholders' equity                       4,429,144         4,560,095
                                                   -----------         -----------
    Total liabilities and stockholders' equity    $  5,472,891       $ 5,507,111
                                                  ============         ===========
</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,
                                                     2005             2004
                                                     ====             ====
<S>                                              <C>            <C>
Revenues
 Capitation                                     $ 203,227          $ 379,183
 Risk Pool Revenue                                118,965            168,041
 Fee for Service Revenue                          138,086                440
                                                ----------         ----------
                                                  460,278           547,664
Cost of revenues
 Cost of Service- Claims and Capitation payments (159,603)          (205,296)
                                                  ---------          -------
 Gross margin                                     300,675            342,368
                                                  ---------          -------

Operating expenses

General and administrative                        450,983            376,579
                                                  ---------         ---------
(Loss)/Income from operations                    (150,308)           (37,211)
                                                  ----------        ---------

Other income and (expense)
 Other, net                                       (14,211)            (2,279)
                                                  ----------        --------
                                                  (14,211)            (2,279)
                                                  ---------         ---------
      Net Income/(Loss)                          (164,519)          $ (39,490)
                                                 ===========      ===========
Net Loss per share:
    Basic and diluted                           $  0.0                 $  0.000
    Weighted average shares outstanding     14,370,649                9,370,200


</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,
                                                         2005            2004
                                                        =====          ======
<S>                                                   <C>           <C>
Cash flows from operating activities
  Net Loss                                             $ (164,519)   $ (39,490)
  Adjustments to reconcile net Loss to net
  cash used in operating activities:
  Depreciation and amortization                            13,573        4,404
  Equity interest in earnings of investments
  (Increase) decrease in:
         Restricted cash                                   27,720       28,375
         Accounts receivable                             (118,885)     (87,622)
         Other current assets                               3,118            -
Increase(Decrease) in
         Accounts payable                                  67,969      122,918
         Accrued payroll and other                         36,000          653
         Incurred but not reported reserve                      0      (26,509)
                                                          --------      -------
Net cash provided by operating activities                (135,024)       2,729
                                                          --------      -------

Cash flow from investing activities
   Acquisition of fixed assets                             (8,917)      (4,178)
                                                          --------      --------
Net cash used in investing activities                      (8,917)      (4,178)
                                                          ---------     --------
Cash flow from financing activities
   Repayments of debt                                     (15,128)            -
   Borrowings from related party                           (9,444)            -
   Borrowing from Line of Credit                           17,334         2,025
   Repayments of Line of Credit                                 0        (1,040)
                                                           --------    --------
Net cash provided by financing activities                  (7,238)          985
                                                           --------    ---------

   Increase(Decrease) in cash and cash equivalents       (151,179)         (464)

Cash and cash equivalents, beginning of period            173,628         1,218
                                                        ---------      --------
Cash and cash equivalents, end of period                 $ 22,449      $    754
                                                        ==========    ==========

</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, 2004 included in its Annual Report on Form 10-KSB.  Operating
results  for  the  three-month  period  ended March 31, 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
                                        6
<PAGE>
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.

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  is  still  in   process.  All  IBNR   calculations  and
estimates for the previous contracts  with  Centinela Hospital /Tenet has been
suspended. A new IBNR  calculation and  estimate will  be established, as soon
as   the   replacement   contracts  between the  Company,  CHP  and  Centinela
Freeman Health are activated.

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  $138,086 as at March 31, 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.

                                        7
<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
or at the California Medi-cal fee for service 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  entity is CGI Communications  Services,  Inc.  ("CGI").

2.    Investments

                                    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% as 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.  The
company  earlier  in  2003 completely  divested  itself  from InterCare DX,  but
continues  to  provide  management and administrative services for InterCare for
a fee.

                                       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 expired on December
30,  2004.










                                        7
<PAGE>

3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           March 31, 2005     December 31,2004
<S>                                      <C>                    <C>
Computer equipment                         $111,155              $  111,155
Leasehold improvements                        6,500                   6,500
Office furniture and fixtures                36,603                  36,603
Office equipment                             25,312                  25,312
Software                                     25,803                  25,803
Medical equipment                             6,654                   6,654
                                             --------              -------
                                            212,027                 212,027
Less accumulated depreciation              (182,738)               (178,082)
                                            ---------             --------
                                          $  29,289                $ 33,945
                                            =========            ==========
</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.

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, 2005 and 2004.

The  Company has also reflected the monies in the escrow account as of March 31,
2005  and  March 31,  2004  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.

13     Judgment Award

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%
The company is pursuing collection of this judgment very vigorously.



                                               9
<PAGE>



                            MERIDIAN  HOLDINGS,  INC.

                                    BUSINESS

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 establish and the development of new 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.

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado on October 13, 1998.  The Company is located in 6201 Bristol
Parkway, Culver City, California,  U.S.A. and  provides management  services  to
its' affiliated group of Companies.

Meridian Holdings, Inc., assigns a dedicated team to each affiliated company and
actively  assists  in their management, operations  and  finances.  The  Company
seeks to maximize shareholder value by actively providing operational assistance
and  expertise to help its partner  companies  grow  and  develop  and by giving
its shareholders the opportunity to participate in the initial public  offerings
of its partner companies while retaining a significant  ownership interest after
the initial public offering.

Its  network of partner companies creates an environment through which companies
can  leverage  one  another's  information  technology,  operational experience,
business  contacts  and  industry  expertise.

We  plan  to  hire  additional  senior  management  personnel   to  lend  expert
guidance  in  further  development  of our business plan. Also, we will actively
seek opportunities for strategic  transactions  intended  to  raise  capital  to
develop  our  emerging  business  strategy,  potentially  including  issuance of
additional  equity  or  debt instruments.  In  addition,  we  will  continue  to
evaluate  and  may  enter into strategic  transactions,  including  mergers  and
acquisitions.

              BUSINESS UNITS AND AFFILIATED PARTNERS

The  Company  has  under  management  the  following  business  units:

1.     Capnet IPA
2.     InterCare DX,  Inc.
3.     CGI  Communications  Services,  Inc.

                          CAPNET IPA

Capnet  IPA  ("Independent Physician Association"), with over 300 physicians, 15
community  hospitals, 4 teaching Hospitals and other ancillary service companies
contracted  within its network, is the core component of Meridian Holdings, Inc.
healthcare  management  division  business.  The  linkage  of  these entities is
imminent  as   the    convergence  of  technology  brings  to bear the burden of
information overload, currently  one  of  the  most  critical  problems  in  the
healthcare industry. The  Company  believes  that by  using  currently available
Software technology, most of the  healthcare  industry   information  processing
could be handled more efficiently.  To  be competitive, the Company must license
leading  technologies,  enhance  its  existing services and content, develop new
technologies  that  address  the  increasingly sophisticated and varied needs of
healthcare  professionals  and healthcare consumers and respond to technological
                                               10
<PAGE>
advances  and  emerging  industry  standards  and  practices  on  a  timely  and
cost-effective  basis.

AFFILIATION STRATEGY

Central  to the new dynamic delivery model of management services is an economic
alignment  between  Capnet  IPA  and:

1.     Physicians   and   providers  of  healthcare  services  as  partners  and
Shareholders  who  have  demonstrated established practice patterns resulting in
optimal  utilization  of  healthcare  services  and  disciplined  cost  control.

2.      Tertiary  care  and community hospitals with shared interest in managing
risk  contracts  in  a  highly  capitated  managed  care  environment

3.     Health  plans and third-party payors whose members are assigned to Capnet
IPA  for  provision  of  healthcare  services.

To  this   end,   the  Company  is  in   the  process  of  acquiring  additional
healthcare-related  companies whose business purpose and technology will further
enhance  the  Company's  ability to achieve its business goals and objectives in
the  healthcare  industry.

The  key components of management services to be provided to Capnet's affiliated
healthcare  providers  and  organizations  include:

1.     Cost  efficiency  and  quality  outcome  analysis.
2.     R&D  product  substitution  compliance.
3.     Drug  utilization  data  analysis.
4.     Care  utilization  data  analysis.
5.     Care  provider  network  and  referral  pattern  analysis.
6.     Quality  management  incentive  compliance.
7.     Dynamic  and  comprehensive  clinical  pathways.
8.     Health  risk  and  needs  assessments  of  the  patient population served
9.     Electronic  medical  record  system.
10.    Clinical  laboratory  and  diagnostic  database  repositories.
11.    Contract  negotiations,  mergers  and  acquisition.
12.    Strategic  healthcare  planning,  marketing and implementation utilizing

CAPNET  will  create  compensation  formulas  which  are designed to attract and
retain  good  practitioners  and  maintain long-term harmony and productivity. A
sound  compensation  formula  can  help avoid many of the problems in a "medical
group."  Practitioner incentives are designed to engage the practitioners in the
pursuit  of  CAPNET's  mission.  CAPNET  will  use  member meetings as a tool to
nourish  the  benefits  of  synergy.

CAPNET  will  pursue the application and continuous enhancement of technology to
support  efficient and effective clinical and business operations. This includes
"bottom  up" and "top down" analysis, so as not to unduly interfere with current
clinical  and  business  operations.

When  practical, local  area networks  in  practices  and administrative offices
will  be  connected  to  CAPNET's wide area network to eliminate duplication and
allow  efficient  interchange  of  information  at  a  minimal  cost.

CAPNET  will  develop a proper mix of physician specialties, mid-level providers
and  medical  facilities  in order to insure the success of  the above strategy.

CAPNET will develop a business approach to contracting with HMOs, PPOs and other
managed  care carriers and entities Contracts among  the various elements of the
health  care delivery  business  should  be  fair  to  all  parties, provide for
reasonable  administration  and  allow  a  fair  profit.

CAPNET  plans to use the business approach to assess contracting  opportunities,
negotiate mutually  beneficial agreements and then, monitor the cost  and profit
                                        11
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of  each  agreement.

CAPNET  will conduct  periodic  operations  analyses  and  reviews  to  evaluate
practice  operations  in the  context  of  the  patient,  practitioners,  staff,
community and business environment in which the practice operates. The result of
the  analyses are specific recommendations for improvement along with a plan for
implementation.

CAPNET  provides  expertise  to  member  practices  in the area of clinical  and
business   operations.   Expertise   is  provided through  standard  operational
techniques  and  procedures, as well as through an internal and contracted staff
with  expertise  in  a  wide  variety  of  fields.  Support  includes:

1.     Marketing
2.     Development  and  implementation  of  clinical  protocol
3.     Development  and  negotiation  of  risk  contracts

CAPNET  will  select  providers  based  on credentials  and ethical standards. A
system   of   screening   potential  members is  used  to  assure  that  problem
practitioners are  not invited to join. Providers will be selected based on the
following  criteria:

1.     Exceptional  clinical  standards
2.     High  ethical  standards
3.     A  demonstrated history  of providing quality and  cost-effective medical
       care.

The Company also provides medical  services management to its' Capnet IPA health
care  provider  network within the greater Los Angles County area.
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.

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.

                       InterCare DX, Inc.

InterCare DX,  Inc.  formerly  known  as  Inter-Care  Diagnostics, Inc., is
organized in the  State  of California. The company is  an innovative software
products and  services company specializing in providing  healthcare management
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and  information   system   solutions.   The  Company  recently  completed  the
development of ICE(tm) software, which comprises of three primary layers:

Healthcare  Enterprise  Layer
-----------------------------

This  layer implements the  entire  capabilities  of  ICE(tm) which includes the
Medical  knowledge base, Clinical decision support; Microsoft speech recognition
and   Voice   command   technologies;   Human   anatomical  navigation  using  a
three-dimensional virtual reality technology.

Terminal Services Platform
-------------------------------
This layer  enables  care  providers  which are not members  of  the  healthcare
enterprise to have access to an internet Version of ICE(tm)  with  some stripped
down  functionality  such  Voice  Command; Speech recognition, utilizing  either
standard  or  biometric  authentication.

Consumers
---------
This  layer, based  on standard browser access, enables full  integration of the
patient/consumer in  the entire care process. This layer places  the convenience
and  the satisfaction of each consumer/patient (i.e. health plan member)  at its
prime target. It supports the following major components: Request and allocation
of  care  services  per  the  consumer's  personal preferences, provider-patient
communication and consumer-centric medical content.

ICE(tm) Internet capabilities will facilitate the proactive participation of the
consumer in the entire  care delivery  process. As  such,  InterCare  will  have
ICE(tm) positioned to become a significant  player  in  the  growing  market  of
Internet-based,   e-healthcare  community  solutions.  This  will  significantly
expand  the  scope   of  available healthcare  solutions.

The  strength  of  ICE(tm)  application  is  derived  from  differentiated  core
technologies  consisting of: Mainstream SQL Database with full open architecture
;human  anatomy  and  graphical  user  interfaces  that  simplify  documentation
and  information access; data mining and data query tools; end-user  tool  sets;
and  interface  capabilities  to  facilitate  peaceful  coexistence  with  other
systems.  Over  10  years  of  research  and  development have been spent in the
development  of  ICE(tm)  software.

                   CGI  COMMUNICATIONS  SERVICES,  INC.

CGI  Communications Services, Inc., a state of Delaware Corporation, with place
Of business located at 6201 Bristol Parkway., Culver City, California,90230
specializes in providing cost-effective turnkey support for implementation  and
operation   of  Telemedicine  and  other  information  technology  services  in
healthcare  and  associated  environments,  including  providers at all levels,
insurance carriers, pharmaceutical and clinical research.

By combining  enabling  technology  with  industry  leading companies  supplying
telecommunications,  medical  products  and  services, CGI  is  poised  to  make
InterCare DX, Inc.'s ICE(tm)  Suite of  clinical  applications,  the  global
leader  in  providing comprehensive  telemedicine  and  telecare  solutions. CGI
will  now  begin  a  Pilot-testing  of this technology among over 150 healthcare
providers   affiliated  with  CAPNET  IPA,  an  integrated  healthcare  delivery
system,  located  in  Los  Angeles,  California, managed  by  Meridian Holdings,
Inc., the ASP version of ICE(tm) when released.

BUSINESS  STRATEGY

CGI  Communications Services, Inc., intends to capitalize on the enormous public
attention focused on the telemedicine  and telecare especially in the rural  and
underserved  areas  of  the  world,  especially  in the third world countries by
increasing  its' sales and technical support staff, targeting its advertising to
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its core audience, and by providing the most efficient, lowest-cost telemedicine
products and services. CGI is focusing its  marketing efforts  to  specialty and
small business entities.

CORPORATE  INFORMATION

CGI  Communications Services, Inc., was incorporated under Delaware law on April
12,  1997.  Its  executive  offices  are  at  6201 Bristol Parkway, Culver City
California.  Its  telephone  number  is (213) 627-8878. Its fax number  is
(310)  215-0404. The stock transfer agent is corporate stock transfer of Denver
Colorado.

SELECTED  FINANCIAL  DATA

The Company has net working capital of $1,006,897 as at March 31, 2005 compared
to $1,243,335 at  March  31,  2004.   This  represents  a  decrease in  working
capital  of  about  19%. This  decrease in working capital is attributed to the
decrease in account receivable  as well  as increase in  operating expense from
new clinic acquisition.

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.





                                         15
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RESULTS  OF  OPERATIONS

THE  FINANCIAL  RESULTS  DISCUSSED  BELOW  RELATE  TO  THE OPERATION OF MERIDIAN
HOLDINGS  FOR  THE  THREE MONTHS  ENDED MARCH 31, 2005 AS  COMPARED  TO  THE
THREE  MONTHS  ENDED  MARCH 31, 2004.


REVENUE

The  Company  generated  revenues  from  operations of $460,278 during the first
quarter  ended  March  31,  2005,  compared  to  the revenues from operations of
$547,664  during  the comparable period  in 2004. This represents a 16% decrease
in revenues. This decrease in revenue  is  as a result of decrease in capitation
and risk pool revenue for the comparable period ended in 2004.

The Company  recorded  a  net  income  from  operations  of $100,937 during  the
three-month period  ended  March  31, 2005,  compared  to  net  loss of  $37,211
during  the  comparable  period  in  2004.  The increase in net income is due to
additional revenue generated from the clinic operations.

Revenue  generated  from our  managed care contracts with HMOs  as a  percentage
of medical services revenue was approximately 70% and 99%, respectively,  during
the three months  ended March 31,  2005  and  2004. Revenue  generated  from the
clinic operations for the first 3 months ended March 31, 2005  was  $138,086  or
30% of the total revenue for the period then ended.

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. The risk pool  revenue  component
of the total revenue  generated  from our managed care contracts is  $118,965 or
26% of total revenue for the period ended March 31, 2005.

The incurred but not reported (IBNR) claims did  not change because the contract
for which the IBNR was established for, terminated as of December 31, 2004, when
TENET sold the hospitals  to  another entity. A replacement  contract  is  still
being  processed between the new owners of the hospital and  the HMO. A new IBNR
reserve will be  established  with  the new entities as soon as the new contract
becomes effective. An IBNR run-out schedule over a six  months  period  for  the
previous contract has been implemented, and management will continue to  monitor
this reserve and make appropriate adjustments accordingly on a quarterly basis.

Non-HMO  accounts   receivable   (Fee   for   Service   Revenue),  aggregating
approximately  $138,086 or 30% of total revenue as at  March 31, 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. The fee for service revenue  increase
was due to addition  of  two  large clinic  facilities  under  management by the
Company effective January 1, 2005.

COST OF REVENUE

The  cost  of  revenue   for  three  months  ended  March  31, 2005 is $159,603
compared to $205,296 for three months  ended  March  31, 2004. This  represents
a 58% decrease in cost of revenue. The decrease in cost of revenue  is  due  to
                                        16
<PAGE>
the reclassification  of  medical  claims paid to our contracted specialist and
ancillary services providers. The  later  which amounts to  $133,518, has  been
included under  General  and Administrative expense  during the  quarter  ended
March 31, 2005, as discussed below, leaving  only the capitation  payments made
to our  contracted primary  care  providers  in  the amount of $159,603 as  the
cost of revenue.

EXPENSES

General  and  administrative expenses  were  $450,983 or 98% of  total  revenues
for   the  three  months  ended  March  31,  2005 compared  to  $379,579  or 69%
of  total  revenues  for  three  months  ended  March 31,  2004.  This  increase
in  expense  is  due to additional expense from the operation of the  two clinic
facilities.

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, 2005, these costs represents 36% 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.

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 $610,586 total  expenditure  for the three  months ended March 31, 2005,
$159,603 or 26% was  paid to  our capitated  primary care providers, $211,803 or
35% was for payroll and employee  benefits, $133,578 or 21% was  for payment  of
medical  claims,  and  the  rest  was  for  consultant  fees and other corporate
purposes.

Management  anticipates  that  general operating expenses will increase, as the
IPA membership continues to grow and the company hires more personnel.

INCOME/LOSS

The registrant  recorded a net loss  from operations for the three months ended
March  31, 2005 of  $ 164,519 compared to net loss of $39,490 during comparable
period in 2004

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-QSB, 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-KSB  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.

Medical claims payable include estimates  of  medical  claims  expenses incurred
                                        16
<PAGE>
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 has under management two clinic facilities acquired by Meridian
Medical Group, P.C. effective January 1, 2005. These clinics are expected to
generate additional revenue for the  Company  going forward.

The Company is also in process to opening  a third clinic during the second
quarter of 2005.

RECENT  EVENTS

On March 5, 2005 the shareholders voted to re-appoint  Madsen  Associates CPA,
Inc., as the Company's  independent  accountant  for  the  fiscal  year  ended
December 31, 2004. Also, the  shareholders  re-approved  the Registrants' 2001
stock  option plan for 2005, as well as  the election of  the  following
directors for another one year term:

     Mr.  James  Truher
     Dr.  Jerry Aguolu
     Mr.  Randy Simpson
     Mrs  Marcelina  Offoha

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
                                            17
<PAGE>
upon the required evaluation,  the  Management  concluded  that  as of March 31,
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 significant changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls as of
March 31, 2005.

PART  II     -  OTHER  INFORMATION

LEGAL  PROCEEDINGS

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. (Please see the 2004 form 10KSB filed with SEC at www.sec.gov for
additional information.)

Exhibits
31.1                Certification pursuant to section 302 of the Sarbanes-Oxley
                    Act of 2002
32.1                Certification pursuant to section 906 of the Sarbanes-Oxley
                    Act of 2002
Signatures

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:  August  20,  2005           By:  /s/  Anthony  C.  Dike
                              ____________________________________Signature
                                        Anthony  C.  Dike
                                    Chief  Executive  officer
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