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       September  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   September  30,  2004,   Meridian   Holdings,   Inc.,   Registrant   had
14,370,200 shares  of  its  $0.001  par  value  common  stock  outstanding.











                                       Page  1 of 12 sequentially numbered pages
                                                                     Form 10-QSB
                                                              Third Quarter 2004
                            MERIDIAN  HOLDINGS,  INC.

                                      INDEX
<TABLE>
<CAPTION>

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

          Condensed Consolidated Balance Sheets                                    3

          Condensed Consolidated Statements of Operations                          4

          Condensed Consolidated Statements of Cash Flows                          5

          Notes to Condensed Consolidated Financial Statements                   6-8

          Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                             9-13

PART II   OTHER INFORMATION
          Legal Proceedings                                                       13
          Additional Information                                                  13
          Signature                                                               13
          Exhibits                                                             14-16
</TABLE>





































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

<TABLE>
<CAPTION>

ASSETS
                                            As  of Sept 30,    as of  Dec  31
                                                      2004               2003
                                                (Unaudited)          (audited)
                                                   ==========        ==========
<S>                                                 <C>            <C>
Current  assets
Cash  and  cash  equivalents                         $ 13,815        $    1,218
Restricted  Cash  (Note 1)                            168,918           281,010
Judgement Receivable                               31,422,202                 -
Accounts  receivable,  net  of  allowance  for
doubtful accounts of ($179,812)                     1,697,121          1,499,482
Other current assets                                    8,302              8,302


                                                     ---------        ----------
Total current assets                               33,310,358          1,790,012

Fixed assets, net of accumulated depreciation          38,606             43,258
Investments                                         3,448,564          3,448,564
                                                   ------------        ------------
 Total assets                                    $ 36,797,528       $  5,281,834
                                                   ============        ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable                                    $ 404,680        $   233,301
Reserve for incurred but not reported claims          201,311            227,820
Line of credit                                         76,209             48,912
                                                     ----------         ---------
    Total current liabilities                         682,200            510,033

Long Term liabilities
    Loan from majority stockholder/officer             38,879            189,479
    Long-term debt, net of current portion            263,504                 -
                                                      ---------         ---------
    Total liabilities                                 984,584            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 as
at September 30, 2004 and 9,370,649 as at
December 31,  2003                                     14,370              9,370
Additional paid-in capital                          5,526,760          5,031,760
Accumulated deficit                                30,271,814           (458,808)
                                                  ------------      ------------
    Total stockholders' equity                     35,812,944          4,582,322
                                                  -------------     -----------
    Total liabilities and stockholders' equity    $36,797,528       $  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 Sept 30,  Nine Months Ended Sept 30,
                             2004             2003            2004          2003
                            =====             ====           ======         ======
<S>                        <C>             <C>            <C>           <C>
Revenues
 HMO Capitation Revenue    $ 290,495       $ 444,006     $   991,316     $ 1,399,039
 Risk Pool Revenue (Note7)   113,099         185,337         429,932         572,696
 Fee For Service              54,070           1,808          55,875           2,910
                            --------      ----------      -----------      ---------
                             457,664         631,151       1,477,123       1,974,645

General Operating expenses

 Cost of Provider Services   136,616         197,746         528,989         698,538
 General and Administrative  330,990         364,607       1,129,630       1,092,615
                             --------       --------       ----------        -------
(Loss)/Income from operations (9,942)         68,798        (181,496)        183,492
                             --------       --------       ----------        -------

Other income and (expense)
 Judgment Award                 -               -         30,687,926            -
 Interest on judgment        269,318            -            734,636            -
 Stock option issued              -              -          (500,000)           -
 Other net                    (5,173)         (4,066)        (10,678)        (68,992)
                             --------       ---------      -------------     --------
 Net Other                   264,145          (4,066)      30,911,883        (68,992)
                             --------      -----------    -------------     ----------

 Net Income                  254,203          64,732       30,730,388        114,500
                             --------       ----------     -----------      ------------


Earnings per share:

                            $  0.02            $ 0.01      $ 2.59          $  0.01

                            ==========     ==========      ==========      ==========
Weighted average
shares outstanding        14,370,200         9,370,649      11,870,200       9,370,649


</TABLE>

















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

<TABLE>
<CAPTION>
                                                     Nine Months Ended Sept 30,
                                                         2004            2003
                                                         =====          ======
<S>                                                  <C>           <C>
Cash flows from operating activities
  Net income                                      $ 30,730,622         $  114,499
  Adjustments to reconcile net Loss to net
  cash used in operating activities:
  Stock option issued	                                  500,000                 -
  Depreciation and amortization                         13,570             11,353
  (Increase) decrease in:
         Restricted cash                               112,092             (9,981)
         Judgment receivable                       (31,422,202)                 -
         Accounts receivable                          (197,639)          (245,155)
         Other current assets                             -               (20,390)
         Accounts payable                              171,379             71,844
         Accrued payroll and other                        -              (606,650)
         Incurred but not reported reserve             (26,509)           (49,405)
         Accrued interest                                 -               (47,172)
                                                       ----------        ----------
Net  cash  used  in  operating  activities            (118,687)          (781,058)
                                                       ---------         ----------
Cash  flow  from  investing  activities
   Acquisition  of  fixed  assets                       (8,917)           (10,792)
   Disposition of Fixed Asset                              -              315,002
   Investment  in  Intercare                               -              298,931
   Investments in CGI                                      -              163,715
                                                      ----------         ---------
Net  cash  used  in  investing  activities              (8,917)           766,856
                                                      -----------        ---------

Cash flow from repayment of debt/financing activities
   Borrowings from majority stockholder/officer       (150,600)                -
   Borrowings on long-term debt                        263,504                 -
   Borrowings on line of credit                         27,297                 -
                                                      --------            ---------
Net cash (used in) provided by financing activities    140,201                  -
                                                      --------            ---------
   (Decrease) increase in cash and cash equivalents     12,597            (14,202)

Cash and cash equivalents, beginning of period           1,218             23,040
                                                       ----------        ----------
Cash and cash equivalents, end of period              $ 13,815           $  8,838
                                                      ==========         ==========


</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  nine-month
period ended September 30, 2004 are not necessarily indicative of the results of
operations  that  may  be  expected  for  the  year  ending December  31,  2004.

The  interim  accompanying unaudited condensed consolidated financial statements
include  the  operations  of  the  Company  and  its  majority-owned  subsidiary
Corsys  Group  Limited.

Cash  And  Cash  Equivalents

The  Company considers all highly liquid investments with original maturities of
three  months  or  less  to  be cash equivalents.

Nature  of  Operations

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado  on October 13, 1998.  The Company is located in the City of
Los  Angeles, California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  the  area  of  Los  Angeles  County.

The  Company  is  an  acquisition-oriented  holding company focused on building,
operating, and managing a portfolio of business-to-business companies.  It seeks
to acquire majority or controlling interests in companies engaged in e-commerce,
e-communication,  and  e-business services, which will allow the holding company
to  actively participate in management, operations, and finances.  The Company's
network  of  affiliated  companies  is designed to encourage maximum leverage of
information  technology,   operational   excellence,   industry  expertise,  and
synergistic  business  opportunity.

2.    Investments

                                    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.

On April 10, 2003, the  board  of  directors  of the  registrant  approved  the
transfer of certain assets of the registrant  to  Meridian  Medical Group, P.C,
an affiliated entity,  valued  at  $675,022,  in  exchange  for forgiveness  of
$714,833 debt owed by the registrant. As a  result of  the  above incident, the
registrant completely  divested  itself from InterCare DX, Inc.


                                       6
<PAGE>
                                       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  September 30 ,  2004.

3.     Fixed  Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                            As of
                                           Sept 30, 2004   December31,2003
<S>                                      <C>                    <C>
Computer equipment                         $ 111,155             $ 99,934
Leasehold improvements                         6,500                6,500
Office furniture, fixtures and equipment      61,915               61,915
Software                                      25,803               25,803
Medical equipment                              6,654                6,654

                                             --------              -------
                                             212,027              200,806
Less accumulated depreciation               (173,421)            (155,673)
                                            ---------             --------
                                           $  38,606            $  45,133
                                            =========            ==========
</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  and  majority
shareholder,  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  facility related  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
                                       7
<PAGE>
consolidated  statements   of  operations  for  the  for   the  quarters  ended
September  30,  2004  and  2003 respectively..

The Company has also reflected the monies in the escrow account as of September
30, 2004  and   September  30, 2003 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.

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 and potential interest has been reflected in the  balance  sheet and
the income  statement as a  judgment  receivable.  Management  is  pursuing  all
collections  options regarding this judgment.

Other Events

In  August, 2004,  Tenet  HealthSystem  Hospitals,  Inc,  (Tenet) announced that
it has entered into an  agreement  to  transfer one of the  hospitals contracted
with CAPNET IPA and County of Los Angeles Community  Health  Plan  to  Centinela
Freeman  HealthSystem.  This  transaction  is  expected  to  close  sometime  in
November 2004. Subsequently, Capnet IPA has signed a release  and  assignment of
the contract with Tenet to Centinela Freeman HealthSystem.




























                                       8
<PAGE>
                          MERIDIAN  HOLDINGS,  INC.

THE  COMPANY

Meridian  Holdings,  Inc. (the "Company") was incorporated under the laws of the
State  of  Colorado  on October 13, 1998.  The Company is located in the City of
Los  Angeles, California, U.S.A. and contracts with physicians to provide health
care  services  primarily  within  the  area  of  Los  Angeles  County.

The  Company  is  an  acquisition-oriented  holding company focused on building,
operating, and managing a portfolio of business-to-business companies.  It seeks
to acquire majority or controlling interests in companies engaged in e-commerce,
e-communication,  and  e-business services, which will allow the holding company
to  actively participate in management, operations, and finances.  The Company's
network  of  affiliated  companies  is designed to encourage maximum leverage of
information   technology,  operational  excellence,  industry   expertise,   and
synergistic  business  opportunity.

Effective August 1, 2004, the registrant  outsourced some  of the IPA management
functions to Cap-Management Systems, a subsidiary of  Tenet Healthsystems, while
retaining over-site.

SELECTED  FINANCIAL  DATA

The  Company had  net  working capital of  $ 32,628,158 as at September 30, 2004
compared  to  $ 1,279,979 as of December 30, 2003. This  represents  an increase
in  working  capital  of  24.49%.   This  increase   in   working   capital   is
attributed  primarily  to  a judgment award (judgment receivable) against Sirius
Technologies of America, a Delaware Corporation, et al.

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.

Item 2   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,  restricted  cash  as  they  become  available, and expected
operating  cash  flow  improvements  through  HMO  premium  increases as well as
royalities  from  software  licensing.

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.

                                       9
<PAGE>
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  NINE MONTHS ENDED SEPTEMBER 30, 2004 AS
COMPARED TO THE THREE MONTHS ENDED AND  NINE  MONTHS  ENDED  SEPTEMBER 30, 2003.

REVENUE

Medical services revenues decreased by 22%  from  $444,406  for the three months
ended September 30, 2003 to $ 344,565 for  the  three months ended September 30,
2004, and decreased by 25% from $1,399,039 for the nine  months ended September
30,  2003  to  $1,047,191  for  the  nine  months ended September 30, 2004. The
decrease  in  revenue  for  the  three  and  nine  months  ended  September 2004
respectively,  is due to  decreased  membership  enrolment  in  the  Capnet  IPA
physician network.

Risk  pool   revenue  for  the  three  months   ended  September  30,  2004  was
$113,099, a decrease  of  39% compared to  $185,337 for the same period in 2003.
For the nine months ended September 30, 2004,  risk  pool  revenue was $429,932,
a decrease of 25 %  compared  to $ 572,696  for  the  nine month ended September
30, 2003. The decrease in risk pool revenue for the three and  nine months ended
September 2004  was  due  to  decrease in membership enrolment, with concomitant
increase in claims expense and in adjustment of IBNR reserve.

We  provided  managed  care  services for approximately 45,000 and 75,000 member
months  (members  per  month  multiplied  by  the months for which services were
available)   during   the  nine  months  ended  September  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 80% and  96%,
respectively,  during  the  nine  months ended  September  30,  2004  and  2003.
Revenue  generated  by  the  Los  Angeles  County  Community Health Plan ("CHP")
Contracts  was  80%  and 99% of  medical  services  revenue for the  nine months
ended September 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.

EXPENSES

Of  the  $330,990  General  Operating   expenses  for  the  three  months  ended
September 30, 2004,  $136,616 was  paid for the cost of provider services, which
consist  of capitation  payments  to  our  contracted   primary  care  providers
or 47% of medical  services  revenue  after giving  account  to  IBNR  reserves,
compared  to $197,746  or  45%  of medical services revenue for the  three month
period ended  September  30,  2003.

General  and  administrative  expenses were $ 330,990 or 72 % of total  revenues
and $364,607  or 58% of  total revenues, for the three months  ended   September
30, 2004 and September 30, 2003 respectively  and  $1,129,630  or 76%   of total
revenues compared to $1,092,615 or 55% of  total  revenues for  the  nine months
                                       10
<PAGE>
ended  September  30, 2004  and  2003  respectively.  Medical  claims  expenses,
for  the  nine month  period  ended  September 30, 2004 were  $387,517 or 26% of
medical  services  revenue,  compared  to $482,314  or  24%  of medical services
revenue for the nine  month  period  ended  September  30,  2003.

For the  three  months  ended September 30, 2004, payroll  and employee benefits
for administrative personnel was $148,403 or 32% of total revenues,  compared to
$147,131 or  23%  of  revenue  for  comparable  period  in  2003.

Payroll  and employee  benefits  for  administrative  personnel was $456,830 for
the nine months ended September 30, 2004, or 30% of total  revenues, compared to
$375,320 or 19%  of  revenue  for  comparable period  in 2003. The  increase  in
employee  payroll  expenses  was due to hiring additional support staff.

INCOME/LOSS  FROM  OPERATIONS

For the quarter ended September 30, 2004, the Company recorded a net income of
$254,203, compared to a net income of $64,732 for the  same period in 2003. The
Increase in net income for this quarter is due  to  recognition of 10% interest
from the judgment amount.

For the nine months ended September 30, 2004, the company reported a net income
of $30,730,388, compared to a net income of $114,500 for  comparable  period in
2003. The increase in net income for nine  months  ended  September 30, 2004 is
Due to  recognition  of $30,687,927  judgment award and $734,636 (10%) interest
income  of  the  judgment  amount.  Management is  currently  pursuing  all its
available options regarding collections of this judgment.

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
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.

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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
the  enrollment  of  membership  into  its  Capnet  IPA  Healthy  Family Program
contract with the County of  Los Angeles Community Health Plan. There  can be no
assurance that such an effort will materialize in any meaningful results.

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.

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.

In  August,  2004,  Tenet  HealthSystem  Hospitals,  Inc, (Tenet) announced that
it has entered into an  agreement  to  transfer one of the  hospitals contracted
with CAPNET IPA and County of Los Angeles Community  Health  Plan  to  Centinela
Freeman  HealthSystem.  This  transaction  is  expected  to  close  sometime  in
November 2004. Subsequently, Capnet IPA has signed a release  and  assignment of
the contract with Tenet to Centinela Freeman HealthSystem.

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
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 September 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
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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

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.

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.


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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