UNITED  STATES
                       SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.  C.  20549

                              FORM  10-QSB/A

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

               For  the  Quarterly  Period  Ended          June  30,  2004

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

               For  the  Transition  Period  From  ___________  to  ____________


                        COMMISSION  FILE  NUMBER:   0-30018


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

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

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

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

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


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

As  of  June  30,  2004,  Meridian  Holdings, Inc.,  Registrant  had  14,370,200
shares  of  its  $0.001  par  value  common  stock  outstanding, with a total
market value of $1,437,020













                                       Page  1 of 14 sequentially numbered pages
                                                                       Form 10-Q
                                                             Second Quarter 2004
                            MERIDIAN  HOLDINGS,  INC.

                                      INDEX
<TABLE>
<CAPTION>

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

     Item 1.  Financial Statements

          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
                                                    2004                2003
                                                   ==========         ==========
<S>                                                 <C>             <C>
Current assets
Cash and cash equivalents                          $ 2,778          $      1,218
Restricted cash                                    182,233               281,010
Judgment receivable (7)                         31,152,883                     -
Accounts receivable, net of allowance for
doubtful accounts of $179,812 and  $179,812      1,631,243             1,499,482
Other current assets                                 8,302                 8,302
                                                ------------      --------------
Total current assets                            32,977,439             1,790,012
Fixed assets, net of accumulated depreciation       43,268                43,258

Investments                                      3,448,564             3,448,564
                                                 -----------          -----------
 Total assets                                 $ 36,469,271           $ 5,281,834
                                                  ==========          ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                               $   403,652             $ 233,301

Reserve for incurred but not reported claims       201,311               227,820
Accrued interest
Line of credit                                      50,212                48,912

                                                  ------------         ----------
    Total current liabilities                      655,175               510,033

Long Term liabilities
    Loan from majority stockholder/officer          31,098                     -
    Long-term debt                                 227,504               189,479
                                                   ---------           ----------
    Total liabilities                              913,777               699,512
                                                   ---------           ----------
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, 2004 and 9,370,648 as at June 30, 2003)    14,370                 9,370
Additional paid-in capital                       5,526,760             5,031,760
Accumulated deficit                             30,014,364             (458,808)
                                                -------------      -------------
   Total stockholders' equity                   35,555,494             4,582,322
                                                -------------       ------------
   Total liabilities and stockholders' equity $ 36,469,271           $ 5,281,834
                                                ============        ============
</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,
                            2004              2003              2004          2003
                            =====             ====              ====          ====
<S>                      <C>             <C>            <C>           <C>
Revenues
 Capitation               $ 321,638       $ 458,342          700,821          955,033
 Risk Pool                  148,792          (1,433)         316,833          387,359
 Fee For Service              1,365             624            1,806            1,102
                                                  -                                -
                           ---------     -----------       -------------     ----------
                            471,795         457,533        1,019,460        1,343,494
Cost of revenues
 Capitation                (187,078)       (202,533)        (392,374)        (497,140)
                           ---------        -------        -----------     -----------
 Gross margin               284,717         255,000          627,086          846,354
                           ---------        -------        ------------    -----------
Operating expenses

General and administrative (429,506)       (159,118)        (801,733)        (734,116)
                               -               -                                -
                           ---------        -------        ------------       ----------
(Loss)Income from
Operations                 (144,789)         95,882         (174,647)         112,238
                           ----------       -------        ------------       -----------
Other income and expense
Judgment Award           30,687,926             -         30,687,926               -
Interest on Judgment        465,318             -            465,318               -
Stock option issued        (500,000)            -           (500,000)              -
Other expenses               (3,161)        (26,297)          (5,425)         (64,926)
                        ------------      -----------     ------------    ------------
Total other income
/expense                 30,650,083         (26,297)      30,647,819          (64,926)


Net Income               30,505,294          69,585       30,473,172           47,312
                         ===========        ===========   ===========       ==========

Net income per share    $    2.12         $  0.01            $ 2.57           $  0.01

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

</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,
                                                         2004            2003
                                                         =====          ======
<S>                                                  <C>           <C>
Cash flows from operating activities
  Net income                                         $ 30,473,172       47,311
  Adjustments to reconcile net Loss/income to net
  cash used in operating activities:
  Stock Option issued                                     500,000            -
  Depreciation and amortization                             8,908        7,292
  Equity interest in earnings of investments                                 -
  (Increase) decrease in:
         Restricted cash                                   98,777       70,860
         Judgment receivable                          (31,152,883)           -
         Accounts receivable                             (131,761)    (160,506)
         Other current assets                                -         163,715
         Accounts payable                                 170,351       98,328
         Accrued payroll and other                            -       (836,467)
         Incurred but not reported reserve                (26,509)        -
                                                         ---------    ---------
Net cash used in operating activities                     (59,945)    (609,468)

Cash flow from investing activities
   Acquisition of fixed assets                             (8,918)      (2,524)
   Investment in InterCare                                      -      278,841
   Disposition Of fixed assets                                  -      315,002
                                                       ----------     ---------
Net cash used in investing activities                      (8,918)     591,319
                                                       ----------     ---------
Cash flow from financing activities
   Borrowings from majority stockholder/officer          (158,381)         -
   Borrowings on long-term debt                           227,504          -
   Borrowings on line of credit                             1,300          -
                                                         --------      ---------
Net cash (used in) provided by financing activities        70,423          -
                                                         ---------     ---------
Increase/(Decrease) in cash and cash equivalents            1,560      (18,149)

Cash and cash equivalents, beginning of period              1,218       23,040
                                                         ----------     ----------
Cash and cash equivalents, end of period                $   2,778        4,891
                                                         ==========     ==========

Supplemental Disclosure of non-cash investing and financing activities

</TABLE>
















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

                   Notes  to Condensed Consolidated  Financial  Statements
1.     General

Basis  of  Reporting

The  interim  accompanying unaudited condensed consolidated financial statements
have   been   prepared   in   accordance   with  generally  accepted  accounting
principles   ("GAAP")   for   interim   financial   information   and  with  the
instructions  to  Form  10-QSB.  Accordingly,  they  do  not  include all of the
information and footnotes required by  GAAP  for  complete financial statements.
In  the opinion of management, all adjustments  (consisting of normal, recurring
accruals)  considered  necessary for a  fair  presentation  have  been included.
For  further  information,  management  suggests  that  the  reader refer to the
audited  financial  statements  for the year ended December 31, 2003 included in
its  Annual  Report  on   Form  10-KSB.  Operating  results  for  the  six-month
period  ended  June  30,  2004  are not necessarily indicative of the results of
operations  that  may  be  expected  for  the  year  ending December  31,  2004.

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.
Actual  results  could  differ  from  those  estimates.

Fiscal Year

The Company operates on a December 31st year end.
                                       6
<PAGE>
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.

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  entities  include  InterCare-dx,  Inc.  ("InterCare")  and  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.

                                       CGI

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








                                       7
<PAGE>
3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           June 30, 2004   December 31,2003
<S>                                      <C>                    <C>
Computer equipment                         $ 111,155             $ 102,237
Leasehold improvements                         6,500                 6,500
Office furniture, fixtures and equipment      61,915                61,916
Software                                      25,803                25,803
Medical equipment                              6,654                 6,654
                                             --------              -------
                                             212,027               203,110
Less accumulated depreciation               (168,759)             (159,852)
                                            ---------             --------
                                            $ 43,268              $ 43,258
                                            =========            ==========
</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,  2005.

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  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, 2004 and 2003
respectively.

The  Company has also reflected the monies in the escrow  account as of June 30,
2004 and 2003, respectively as restricted cash in the  accompanying consolidated
balance sheets.

Related party Transaction

On  April  26, 2004  the  registrant  issued  5,000,000  shares  of common stock
with a  fair  market value  of  0.10 cents  per  share  as of June 30, 2004, to
consultant  and  employees  of  the  registrant,  under  the  2003 qualified and
non-qualified   stock  option  plan,  following  an  S8  registration  statement
filing with the SEC.

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%.
This amount has been reflected in the balance sheet  and the income statement as
a judgment receivable. Management is  pursuing all collections options regarding
this judgment.
                                       8
<PAGE>
                            MERIDIAN  HOLDINGS,  INC.


THE  COMPANY

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado  on October 13, 1998.  The Company is located in the City of
Los  Angeles, California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  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  $32,322,264 as   at   June  30, 2004
compared  to  $ 1,279,978  at December 31,  2003. This represents an increase in
working  capital of  2,425%.  This  increase in  working  capital is  attributed
primarily to a judgment award (judgment receivable) against Sirius  Technologies
of America, a Delaware Corporation

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.

                                       9
<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.

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

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

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

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, 2004 AS
COMPARED  TO  THE  THREE  MONTHS  ENDED  AND  SIX  MONTHS  ENDED  JUNE 30, 2003.

REVENUE

Medical  services  revenues  decreased  by  30%  from  $ 458,342  for the  three
months   ended   June   30,  2003  to $ 321,638   for  the  three  months  ended
June  30,  2004, and by  27%  from  $ 955,033 for the six months ended June  30,
2003  to  $ 700,821 for   the six  months ended June 30, 2004.

We  provided  managed  care  services for approximately 28,000 and 30,000 member
months  (members  per  month  multiplied  by  the months for which services were
available)  during  the  six  months ended June 30, 2004 and 2003, respectively.
The decrease in member months was due to disenrollment of Medi-Cal members
following the ongoing State of California Department of Health Services Medi-Cal
membership redetermination efforts.

Revenue  generated  by  our  managed  care  entities  under  our  contracts with
HMOs  as a percentage of medical services revenue was approximately 99% and 96%,
respectively,  during  the  six  months  ended  June  30, 2004 and 2003. Revenue
generated  by the Los Angeles County Community Health Plan ("CHP") contracts was
99% of medical services revenue for the six months ended June 30, 2004 and 2003,
respectively.

Management is the process of launching the International Preferred Provider
Network program,  through the Meridian Health Systems division, which will be
official launched during the fourth quarter of 2004, which we believe will
significantly enhance our revenue generation.

                                       10
<PAGE>
EXPENSES
Medical  claims  paid,  which  includes  capitation  payments  to our contracted
primary  care  IPA  physicians  and  medical  claims  paid  revenue after giving
account  to  IBNR  reserves,  for the three month period ended June 30,2004 were
$ 187,633 or  40%  of  medical services revenue, compared to $  94,417 or 21% of
medical services revenue for the three month period ended June 30, 2003. Medical
services  expenses,  for  the  six  month  period   ended   June   30,2004  were
$ 283,154 or 28%  of  medical  services  revenue, compared to $351,249 or 26% of
medical  services  revenue  for  the six month period ended June 30,  2003.  The
increase in medical services expense for the three and six months ended June 30,
2004  was  due  to  increased volumes of claims paid to contracted providers for
services rendered.

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

For the three months ended June 30, 2004 and 2003, payroll and employee benefits
for administrative personnel was $128,113, or 27% of total revenues, compared to
$121,227  or  26%  of  revenue, respectively.  Payroll and employee benefits for
administrative personnel was $271,610 for the six months ended June 30, 2004, or
27% of total revenues, compared to $238,617 or 18% of revenue for the six months
ended June 30, 2003. The  increase  in  employee  payroll  expenses  for the six
months ended June 30, 2004 was due to hiring of additional support staff.

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

INCOME/LOSS FROM OPERATIONS

The  registrant  recorded  a  loss  from  operations  for the three months ended
June 30, 2004 of $144,789,  or  31% of  total revenues, compared to income of
$95,882, or  21%  of total revenues, for  the three  months ended June 30, 2003.
During  the  six  months  ended June  30, 2004, the registrant  recorded  a loss
from operations  of $174,647, or 17% of total  revenues  compared  to an  income
from  operations  of $112,238 or 8.3% of total revenues for the six months ended
June 30, 2003. The decrease in net income  from  operations  is  due to decrease
in member months as a result of disenrollment of Medi-Cal members  following the
ongoing State of California Department of Health  Services  Medi-Cal  membership
redetermination efforts described above.

NET INCOME (LOSS)

The net income for the three months ended June 30, 2004 was $30,505,294 compared
to net income for the three months  June 30, 2003 of $69,585. The Net income for
six months ended June 30, 2004 and June 30, 2003  was $30,473,172  and  $47,312
respectively. The  increase  in  net  income was  as  a result of the award of a
judgment  in  favor  of  Meridian  Holdings, Inc. against Sirius Technologies, a
Delaware  Corporation  by  Los  Angeles  County  Superior  Court.  Management is
pursuing vigorously, all the available collections efforts.

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,  2003, including the following: our
success  or  failure  in  implementing  our  current  business  and  operational
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strategies; the availability,  terms  and  access to capital and customary trade
credit;  general  economic  and business conditions; competition; changes in our
business strategy; availability, location and terms of new business development;
availability and terms of necessary or desirable financing or refinancing; labor
relations; the outcome  of  pending or  yet-to-be  instituted legal proceedings;
and labor and employee  benefit  costs.

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

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

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

PLAN  OF  OPERATIONS

The  Company intends to embark on more aggressive marketing campaign to increase
its enrollment of membership into its Capnet IPA Healthy Family Program contract
with the County of  Los  Angeles  Community Health Plan.

Negotiations are in  the  preliminary stages to expand our provider network into
the  rural  communities  of  California,  under  our  telemedicine  consultation
program.

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.

On  June  1st,  2004, we issued  a  press  release  announcing  that  its'  CGI
Communications  Services,  Inc.(CGI)  subsidiary, has  entered into  a  teaming
and  joint  marketing agreement with Telemedicine Reference Center,  Ltd,(TRCL)
located  in  Dhaka,  Bangladesh.

Management  is  the  process  of launching the International Preferred Provider
Network program,  through  the  Meridian Health Systems division, which will be
official launched during the  fourth  quarter of  2004,  which  we believe will
significantly enhance our revenue generation.

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 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
September  30,  2004.  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
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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, 2004, 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 subsequent to
the date of the evaluation.

PART  II     -  OTHER  INFORMATION

Item 1: LEGAL  PROCEEDINGS

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  is  $30,687,926,  with a pre-judgment interest at the annual
rate of 10%. This  amount has been  reflected  in  both  the  balance sheet and
income statement of  the registrant as  a judgment  receivable.  Management  is
pursuing all collections options regarding this judgment.

On June 28, 2004, the registrant had a court hearing  in the District  Court of
Jerusalem, Case No A3359/01(BSA 1646/03)  titled  "Dr.  Danny  Basel  vs Corsys
Group  LTD;   Meridian  Holdings,  Inc., and  Anthony  C.  Dike." The plaintiff
Is  seeking  amongst  other  things: enforcement  of  contract  , compensation,
Negligent   misrepresentation,  cause  in  breach  of  contract  and  equitable
relief. The  registrant  has  been  advised  that  Dr.  Basel's  employment was
terminated  for cause by Corsys Group LTD, due to intentional interference with
contract  and  other  economic  relationship;  and negligent  interference with
economic relationship; breach  of  fiduciary  duty and other complicity  in the
Sirius/MedMaster  matter, as well as an act of sabotage against the registrant,
which resulted in significant loss of income and future business opportunities.
The registrant has filed a responsive pleading, believes that  the  allegations
against  it  are  without  merit,  and intends to defend itself vigorously. The
registrant  is  still  awaiting  the  Israeli  courts'  decision regarding this
matter.

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
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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.

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:  February 25,  2005             By:  /s/  Anthony  C.  Dike
                              ____________________________________Signature
                                        Anthony  C.  Dike
                                    Chief  Executive  officer












































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