UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON,  D.  C.  20549

                                  FORM  10-KSB/A

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

          For  the  Fiscal Year Period Ended       December  31,  2002

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

           For the Transition Period From  ___________ to ____________

                        COMMISSION FILE NUMBER:   0-30018


                             MERIDIAN HOLDINGS,INC.

             (Exact Name of Registrant as Specified in its Charter)

              COLORADO                                   52-2133742

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

        900 WILSHIRE BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90017

                    (Address of Principal Executive Offices)

                                 (213) 627-8878

              (Registrant's telephone number, including area code)

                                       N/A

    (Former name, former address and former 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   (    )

The  Registrant's  revenues for the year ended December 31, 2002 were $2,618,984

As  of  December  31,  2002, the Registrant had 93,706,485 shares  of its $0.001
par value common stock outstanding. Based upon the closing price  at such  date,
aggregate  market  value  was  $1,874,130






                                        Page 1 of 28 sequentially numbered pages
                                                                     Form 10-KSB
                       Annual Report For The Fiscal Year Ended December 31, 2002
                                            1



                                TABLE OF CONTENTS

                                                                    Page Number
                                    PART  I

Item 1. Description of Business . . . . . . . . . . . . . . . . . . . .  . . .3

Item 2. Description of Property . . . . . . . . . . . . . . . .  . . . . . . .16

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Item 4. Submission of Matters to a Vote of Security Holders Our . . . ... . . 17

                                  PART II

Item 5. Market for Common Equity and Related Stockholder matters . . . . . .. 18

Item 6. Management's Discussion and Analysis . . . . . . . . . . . . . . . . .19

Item 7. Financial Statements  . . . . . . . . . .  . . . . . . . . . . . . . .23

Item 8. Changes In an Disagreements With Accountants on Accounting and .. . ..23
Financial Disclosure

                                  PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons . . . . .23

Item 10. Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . .27

Item 11. Security Ownership of Certain Beneficial Owners and Management . . . 28

Item 12. Certain Relationships and Related Transaction . . . . . . . . . . .. 28

Item 13. Exhibits and Reports on Form 8-k  . . . . . . . . . . . . . . . . . .28





























                                            2

PART  I

ITEM 1. DESCRIPTION OF BUSINESS


                                    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 the City of
Los  Angeles, 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.com-dx,  Inc.

3.     CGI  Communications  Services,  Inc.












                                                            3

                          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
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  captitated  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.

                                            4

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
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
                                            5

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.

CHANGES  IN  THE  HEALTH  CARE  INDUSTRY COULD  ADVERSELY   AFFECT OUR  BUSINESS

The  $1  trillion  health  care  industry is currently going through a period of
tremendous  change.  Nowhere is this more evident than the patient care delivery
network  where  the  three  main  components--physician  groups,  insurers  and
hospitals  -  are  scrambling  for  market  share,  volume  and  control.

The  health care industry is also subject  to changing  political, economic, and
Regulatory  influences.  These  factors  affect  the  purchasing  practices  and
operations  of  health  care  organizations.  Changes  in  current  health  care
financing  and   reimbursement   systems   could  cause  us  to  make  unplanned
enhancements  of  applications or services, or result in delays or cancellations
of  orders, or in the revocation of endorsement of our applications and services
by  health  care  participants. Federal and state legislatures have periodically
considered  programs  to reform or amend the U.S. health care system at both the
federal  and state level. Such programs may increase governmental involvement in
health  care,  lower reimbursement rates, or otherwise change the environment in
which   health   care   industry  participants  operate.  Health  care  industry
participants  may respond by reducing their investments or postponing investment
decisions,  including  investments  in  our  applications  and  services.

Many   health   care  industry   participants   are   consolidating   to  create
integrated health care delivery systems with greater market power. As the health
care  industry  consolidates,  competition  to  provide products and services to
industry  participants  will become even more intense, as will the importance of
establishing  a  relationship  with  each  industry  participant  These industry
participants may try to use their market power to negotiate price reductions for
our products and services. If we were forced to reduce our prices, our operating
results  could  suffer as a result if we cannot achieve corresponding reductions
in  our  expenses.

GOVERNMENT  REGULATION  OF  THE  HEALTH CARE INDUSTRY COULD ADVERSELY AFFECT OUR
BUSINESS.

We  are  subject  to  extensive  regulation  relating to the confidentiality and
release of patient records. Additional legislation governing the distribution of
medical records has been proposed at both the state and federal level. It may be
expensive  to  implement  security or other measures designed to comply with new
legislation. Moreover, we may be restricted or prevented from delivering patient
records  electronically.  For example, until recently, the Health Care Financing
Administration  guidelines  prohibited  transmission  of  Medicare  eligibility
information  over  the  Internet.

Legislation  currently  being  considered  at  the  federal  level  could affect
our  business.  For example, the Health Insurance Portability and Accountability
Act  of  1996  mandates  the use of standard transactions, standard identifiers,
security,  and  other provisions by April 14 2003. We are designing our platform
and applications to comply with these proposed regulations; however, until these
regulations  become  final,  they  could  change,  which  could  cause us to use
additional  resources  and  lead  to  delays  as  we  revise  our  platform  and
applications. In addition, our success depends on other health care participants
complying  with  these  regulations.




                                            6

                       InterCare.com-Dx, Inc.

InterCare.com-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
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.

Benefits of ICE(tm) Products to Healthcare Payors and Providers:

Point of Care Documentation

Applications  enabling  all  care  providers  (e.g.  physicians,  nurses,  PA's,
technologists,  therapists,  dieticians,  etc.)   to  document   objective   and
subjective  patient  data  at  the  point-of-care  in  a  manner  that  enhances
compliance,   reduces   time,   enhances   communications,   controls   resource
utilization and enhances revenue generation.

In  order  to  comply  with  HCFA,  HIPAA and other tightening Federal and State
regulations,  a  typical  mid-sized IHDN / hospital (300 beds) needs to invest a
direct  capital  investment  of  $4M  - $6M in an EMR/CDR solution over a 5 year
period.  This  huge  capital  investment  includes  the purchase of hardware and
software licenses, professional implementation / process re-engineering services
and  on-going  critical  support  services,  all  comprising  a turn-key EMR/CDR
enterprise  solution. The majority of this capital investment occurs during year
1  of  the  project, while ROI (Return-On-Investment) is expected to be realized
only  in  much  later  stages.  Thus,  the  scope  of both internal and external
                                            7

investment mandated by selecting any specific EMR/CDR solution, exposes decision
makers  to  significant  personal risk in case of future failure. This is one of
the prime reasons why EMR/CDR solutions' evaluation processes take for ever, and
frequently  end  up  with  no  decision  purchase  at  all.

The  U.S.  healthcare  market is undergoing a transition from fee-for-service to
managed care. This transition involves increased exposure to financial risks for
healthcare  providers,  requiring   improved  control  over  outcomes  and  cost
generation throughout the entire continuum-of-care. The U.S. Government, through
new  HCFA  and  HIPAA regulations accepted since 1996, will tighten its on-going
inspection  of  medical records documentation quality. US physicians who fail to
maintain  necessary  levels  of  clinical  documentation  are expected to suffer
substantial  fines. In a recently held survey, 65% of 1,200 hospital CIOs (Chief
Information  officers)   interviewed  had  indicated   that  clinician  oriented
Computerized Patient Record (CPR) or Central Data Repository (CDR) solutions are
their primary purchase priority (Hewlett Packard at the HIMSS trade show, 1997),
averaging  $4M-$6M  per  contract

Only  a  handful  of  the  leading U.S. healthcare legacy systems vendors are in
practice  coping  with the magnitude of the enterprise-wide, distributed CPR/CDR
challenge.

Order entry and results reporting

Simplified multi-disciplinary communication of orders, referrals, consultations,
notes  and  retrieval  of  results  including  Laboratory,  Radiology, Pharmacy,
Respiratory Therapy, Dietary, Physiotherapy, Nursing and the like.

Imaging and general archiving

On-line  viewing,  manipulation  and  annotation of digital images and documents
such as  X-rays,  CAT  Scans, MRIs, Ultrasounds, digitized images, scanned paper
documents, etc. This  is  particularly  important  in  emergency and urgent care
settings  where  speed and  provider  viewing  and  interpretation  is needed to
enhance  care  delivery. This  is  the  foundation  for an integrated healthcare
delivery system, using both Local and Wide area networks.

Multi-disciplinary Clinical decision support

Provision of advanced clinical functionality including protocols, pathways, care
plans,  order  sets,   alerts,  advanced  directives,  costing,  staffing,  time
standards  and  templates that facilitate care management, resources control and
outcome management.

Clinical workflow and productivity management

Personal  desktop that organizes individual user tasks, simplifies follow up and
documentation requirements, improves workflow, facilitates quality assurance and
management intervention in order to make better use of time.

Care provider communication management

On-line, simplified message routing and communication that interfaces to e-mail,
voice  mail  and  like  systems to enhance coordination and follow up among care
providers.

Central Data Repository

Aggregation  of  all patient-centric  data in the enterprise from all legacy and
newer information systems, including Registration, ADT, lab, radiology, pharmacy
PACS, departmental systems and ICE(tm).

Medical knowledge base / lexicon

Multiple  third-party  knowledge bases and lexicons can be readily  incorporated
                                            8

into  ICE(tm)   including  ICD9,   CPT4,  DSM-4,  application  objects,  lexicon
objects, security objects and individual user preferences.
Bi-directional legacy integration middleware

Data  exchange  in real-time between  ICE(tm)  and legacy systems to  facilitate
data merging, data normalization and information consolidation.

Real-time Electrophysiological and Clinical Data Acquisition

InterCare  has  obtained  a  developers  license  from QRS Diagnostics, Inc., to
integrate their Medic Software application into ICE(tm), thus making it possible
to add such medical diagnostic data as ECG,  Temperature, Weight  Spirometry and
Pulse-oximetry into ICE(tm) database real-time.

Data discovery, mining and analysis

Suite  of  ad-hoc,  programming  free  tools, enabling novice users experimental
"cruising" of all enterprise data in real-time.

InterCare's ICE(tm) software operates over  a  customizable and highly adaptable
operating  environment.  ICE(tm)  is  designed  to concurrently serve  all  care
providers  throughout  the  continuum-of-care from  acute and long-term  care to
ambulatory  and  home  health  care:

-       The  various  medical  professions  (i.e.  physician, nurse, therapists,
        technologists,  dietician,  etc.)
-       The  various medical specialties (i.e. Primary care, OB/Gyn, Pediatrics,
        Surgery,  etc.)
-       The  various facility types (i.e. acute care, ambulatory care, long term
        care  and  home  care)

ICE(tm) can  seamlessly  integrate  with  legacy  systems  (utilizing  any
off- the- shelf interface  engine)  through  both  HL7  and  proprietary  legacy
interfaces. A 12-tier  security paradigm offers industry leading confidentiality
and  control of information. Security "behavior" rules are fully configurable by
privileged system  administrator(s), without programming, through the underlying
knowledge   bases.  ICE(tm)'s   embedded  security  will  be fully HIPAA (Health
Insurance Portability and  Accountability  Act of 1996) compliant when the final
rulings are  released,  and  supports  data  compartmentalization  down  to  the
level  of specific value  in  any  data  field.

OUR COMPETITION

In  the  past  few  years,  resulting  from  the rapid growth of the Internet, a
variety of  young  companies  emerged and quickly became dominant players in the
Healthcare IT terrain. WebMD is the most dominant new player in  the  e-health's
administrative and financial arena. WebMD incorporates a crop of young  e-health
corporations  acquired through M&As. Another important player, MedicaLogic which
until 1998 was a traditional ambulatory EMR player, made a  bold  strategic move
to the Internet in 1998 was recently acquired by GE medical Systems Corporation.

In  light  of  these  rapid  market  transitions,  each of  the dominant  legacy
players is executing a different  strategy  to  capture  a  leadership  position
in  the  emerging  e-health  market.  The  most  pro-active e-health players are
Eclypsis, IDX and McKesson-HBOC. yet, each  of  these  players  has thousands of
existing customers   operationally   using  its  legacy systems.

Thus, their e-health  transition  strategy is slow both technically and business
wise.

There  are  no specific figures available for estimating the portion of Internet
EMR/CDR  sales within  the annual $2 US Billion sales of traditional EMR/CDR and
clinical systems. Yet, it  is  prudent  to assume that it is still below the 10%
mark.  Thus,  the  sales  of  traditional  (legacy)  enterprise EMR/CDR software
programs  still   dominate   the  market  and  are  expected  to  continue  such
                                            9

dominance for quite some  time.

Mergers  or  consolidations  among  our  competitors,  or  acquisitions of small
competitors  by  larger  companies,  would  make  such  combined  entities  more
formidable  competitors  to  us.  Large  companies  may  have advantages over us
because  of  their  longer  operating  histories,  greater  name recognition, or
greater  financial,  technical and marketing resources. As a result, they may be
able  to  adapt  more  quickly  to  new  or emerging technologies and changes in
customer  requirements.  They can also devote greater resources to the promotion
and  sale  of  their  products  or  services  than  we  can.

For  the  above  reasons, we may not be able to compete successfully against our
current  and  future  competitors.  Increased  competition may result in reduced
gross  margins  and  loss  of  market  share.

OUR COMPETITIVE ADVANTAGE

    - OUR  KNOWLEDGEABLE  AND  GROWING  SALES  FORCE  AND TECHNICAL STAFF.
      We  will  be  making  sure  that  the   sales  force  is  trained  on  the
      "high-end"  networking elements in which  we deal so they will be  able to
      service the needs of their customers.

    - OUR  BUSINESS  MODEL  COST,  EFFICIENCY  AND  FLEXIBILITY.
      We have addressed the largest cost factor in the methodology for deploying
      our  services  through  an outsourcing strategy rather than a building the
      human resources from the scratch strategy.  This  keeps  start-up costs as
      low as  possible.

    - OUR  STRATEGIC PARTNER STRENGTH.
      Partnerships   with   CGI  Communications  Services,  Inc.,  and  Meridian
      Holdings, Inc., (affiliated  companies),  Acer America, Ingram-Micro Inc.,
      Tech Data Corporation, Microsoft   Corporation and, ViewSonic Corporation,
      will give us the  ability  to  deliver our software products faster and at
      a lower cost than the competition

    - INTEGRATION.
      We  can seamlessly integrate  all of the different technological solutions
      and custom applications development. We  use  different strategic partners
      to  tailor  the  optimum  solution  for  our  customer.

    - AUTOMATION  AND ADVANCED TELECOMMUNICATIONS TECHNOLOGY.
      Our Network  Management  tools are automated which leads to less downtime,
      and  lower  labor costs.  We  use  the latest equipment, work closely with
      strategic partners  that are forerunners in  their  fields,  and  are  not
      hampered by existing legacy  infrastructures.

    - OUR  CUSTOMIZED  CUSTOMER  APPROACH.
      We emphasize direct relationships with our customers. These  relationships
      enable  us  to  learn  information  from  our customers  about their needs
      and  preferences  and  help  us  expand  our service offerings  to include
      additional value-added services based on customer  demand. We believe that
      these customer relationships increase customer loyalty and reduce
      turnover.

Our success depends upon careful planning and the selection of partners. We  can
meet  the  customer's  needs  more efficiently with entrenched procedures.  This
enables  us  to  excel  at  customer  service.

Our Product Features and Benefits

ICE(tm) incorporates  a  wide  variety of capabilities and functionality,
which  differentiate  it  from  other  generally  available  Electronic  Medical
Record/Central  Database  Repository  (EMR/CDR)  software programs in the global
Healthcare Information  Technology  (IT)  market.

                                            10

The most significant differentiators are:

Fully integrated Software Program

ICE(tm)   is not an aggregation of unrelated and disintegrated legacy  products
acquired   through  M&As.  ICE(tm)   is  designed  and  developed  as  a  fully
integrated suite of products, which utilize an identical graphic user interface
on top  of a  scaleable and highly adaptable component architecture. Thus, each
of the variety  of  ICE(tm)   products is inherently integrated (data model and
business rules alike) with the other products, and the underlying CDR/MKB.

Human anatomy image annotation and embedding, point-and-click data entry

Three-dimensional  (3D)  MKB  (Medical  Knowledge  Base)  navigation  utilizing
gender-sensitive,  human  anatomy  drawings. Keyboardless medical documentation
through  drag-and-drop  of  findings  on top of human anatomy . Presentation of
lifetime  medical  history  data  over  a  single full-body drawing.  Automatic
generation  of   all  progress  notes  and  forms  from  the  graphical  queues
entered by the end  user on top of human anatomy drawings as well as annotation
of an embedded image referenced in the body of the document.

Customizable, component-based architecture

Multi-tier,  common   enterprise   architecture   for   all   ICE(tm) products.
Multi-threaded  engines  &  components. Automatic  and manual  load balancing &
distribution through multiple engines utilizing entry level PC hardware.

Knowledge driven applications

Knowledge   base  driven   clinical   workstation  applications.  Most  of  the
Applications' "behavior" (e.g. business rules) is derived  from  the underlying
database(s),  which  is fully  customizable without the need for programming by
the  novice  end  user.  This  also  includes  extended  support  for  visually
"painting" (e.g. designing) additional input & output screens, inclusive of its
business rules.

Repository, data warehouse and datamart unification

While  ICE(tm)   master  central  data  repository  engine(s)  will  serve  the
multitude of  concurrent enterprise users, its  live  backup(s)  simultaneously
will  serve  as  data  warehouse  and   datamart  for  ad-hoc  data  discovery,
mining  and analysis  in real-time.

Third-party legacy integration

Seamless  bi-directional  integration   with   ancillary,   administrative  and
financial  legacy  systems.  Concurrent  support  for  both HL7 and proprietary
legacy    messaging.  Plug-and-play  legacy   interface(s)   addition    and/or
modification. Immediate  value  and  ROI  to  the  enterprise by integration of
legacy systems  only  into  the  ICE(Tm) CDR prior to  any ICE(Tm)  application
implementation.

Marketing  &  Sales  organization
---------------------------------
The  Company  entered into  a  Master Reseller Agreement with InterCare.com-dx,
Inc., an affiliated entity. InterCare plans to build strong internal
organizations for  both  marketing  and  sales. The company intends  to utilize
both direct  and  indirect  sales  channels,  where  direct  channels  will  be
primarily  with small  customers,  and  indirect  channels  with  medium  sized
customers.

                             BENEFITS OF THE COMPANY'S MODEL

PHYSICIAN'S  INTERACTIVE.  The Company intends to offer an interactive web-forum
------------------------
                                            11

for  physicians  to  discuss various issues regarding their pharmaceutical usage
and  experience.  This  product  will  enable  pharmaceutical  manufacturers and
managed care organizations to deliver drug education and detailing to physicians
more efficiently and cost-effectively via the Internet, without the face-to-face
interaction  currently  required.  In  future,  as  the  technology evolves, the
Company  will  offer  interactive video conferencing to participating physicians
and  the   pharmaceutical   representatives  to  discuss  their  experience  and
pharmaceutical  needs.

INTELLIGENT  REMINDER.  The  Company intends to offer a service to track patient
---------------------
compliance  with  prescribed  treatment  and  to  send  reminders  to  patients,
physicians and managed care organizations. By increasing compliance, the Company
expects to improve patient care and reduce unnecessary office visits, benefiting
patients,  physicians  and  managed  care  organizations.

PATIENT  EDUCATION. Through Capnet IPA and other healthcare entities the Company
------------------
intends  to acquire, they will provide information to patients, enabling them to
take  a more active role in managing and improving the quality and cost of their
healthcare.  Specific  information  regarding  health  state,  managed  care and
medications  will  be  made  available  on  the  Web  site  and  via  e-mail.

                   CGI  COMMUNICATIONS  SERVICES,  INC.

CGI  Communications  Services,  Inc.,  a  start-up  company,  delivers broadband
communications  solutions  including high-speed Internet access, data, voice and
video  services  over  a  revolutionary  national  network to a wide spectrum of
business  customers.  CGI Communications Services is also a specialized Vertical
Market  Applications  Services Provider (VMASP) subsidiary of Meridian Holdings,
Inc.  The  Company's  fully  integrated,  cost-effective solution approach gives
businesses little reason to search elsewhere for the same solution that would be
delivered  by  2 to 3 different companies, each specializing in one facet to the
whole  solution. Because our network is smarter than the competition and we have
extensive  experience in deploying multi-faceted Internet solutions, our plan is
to  brand  CGI  COMMUNICATIONS SERVICES as the clear market leader in delivering
solid,  complete and cost-effective network solutions to businesses that need to
integrate  the  utility  of  the  Internet  into  their  operations.

By combining  enabling  technology  with  industry  leading companies  supplying
telecommunications,  medical  products  and  services, CGI  is  poised  to  make
InterCare.com-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 300 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.

INDUSTRY

According  to  TeleChoice,  a telecommunications consulting firm, the market for
digital  subscriber lines (DSL) has charted growth of 300% for the first half of
1999, well beyond analysts' expectations. Positioning itself to give cable modem
competition  a good run, DSL is a technology that uses digital coding to push up
to  99% more information through a regular copper phone line. The result is that
the  line can transmit data using a higher frequency, and simultaneous voice and
fax  using  a lower frequency. DSL services the "last mile"- the area stretching
from  the  central  phone  exchange  to  the  customer  - that has proven such a
challenge  in  providing  fast  connections  to businesses. Laurie Falconer, DSL
analyst  at  TeleChoice,  expects  market  growth  for  DSL  to  speed  up,  and
competition  to  increase.  "There's a lot of demand for it," she says. Falconer
claims  a  main  factor  to  separate  the market leaders and losers will be the
viability   of   the   targeted   market.  The  Company  is  aiming  to  attract
multi-location  businesses  to  its  products  and  services.

                                            12

Published  figures  and  projections  about  growth  of  the  Internet vary, but
agreement  about  rapid  expansion  is  standard.  A  new  study of the Internet
telephony  business  by  Killen  & Associates, a telecommunications research and
consultant group in Palo Alto, Calif. Forecasts an $8 Billion market by the year
2003  for  providers  of IP services offering voice, fax and video capabilities.
Recent  mergers  of  telephone and cable companies, and acquisitions of Internet
technology  companies  predict that broadband access is the future of the online
world.

The Internet's increasingly pivotal role in business via Web content, e-commerce
and  virtual  Private  Networks  (VPNs),  combined  with the lack of affordable,
high-speed access solutions for small businesses, have created a large niche for
DSL services. Although the market is still nascent, Morgan Stanley Dean Witter &
Co. estimates the U.S. DSL service market for access alone will reach $7 billion
to  $9  billion  by  2002.

Although  local  phone  companies  are in the best position to offer DSL because
they  own  the  core  infrastructure that supports it, until very recently, they
were  reluctant to market these services to business customers. According to New
York-based  Bank of America Securities LLC senior analyst Michael Renegar, ILECs
("Incumbent  Local  Exchange  Carriers") won't aggressively sell DSL services to
businesses. "DSL will cannibalize existing T1 service, for which ILECs typically
charge  $1,000  a  month,"  he  says.  "It  would  reduce margins considerably."

BUSINESS  STRATEGY

CGI  Communications Services, Inc., intends to capitalize on the enormous public
attention  focused  on  the  Internet  and  the  need for increased bandwidth by
increasing  its'  telemarketing sales and technical support staff, targeting its
advertising  to  its  core  audience,  and  by  providing  the  most  efficient,
lowest-cost high speed Internet service in its service corridor. CGI is focusing
its  marketing  efforts  to  specialty and small business entities. CGI recently
entered  into  a  joint venture relationship with TeleHealth Consulting, LLC, to
deploy  the  web-enabled  version  of  ICE(tm) suite of clinical applications to
physicians  and  healthcare providers in the continent of Africa and Asia during
when  the  first  phase  of  this  project  began later in the fall of 2002.

CORPORATE  INFORMATION

CGI  Communications Services, Inc., was incorporated under Delaware law on April
12,  1997.  Its  executive  offices  are  at  900 Wilshire Blvd., Suite 500, Los
Angeles,  California  90017.  Its  telephone  number  is (213) 627-8878. Its fax
number  is  (213)  627-9183.  On  December  10,  1999,  Meridian Holdings, Inc.,
acquired  20%  equity  interest  in the Company, in exchange for an aggregate of
$12,000,000  equity  investment  over  5  years.

MANAGEMENT  OF  POTENTIAL  GROWTH

The  Company  has  rapidly  and   significantly   expanded  its  operations  and
anticipates  that further expansion will be required to address potential growth
in  its  customer  base,  to  expand  its  product and service offerings and its
international operations and to pursue other market opportunities. The projected
expansion of the Company's operations and employee base will place a significant
strain  on  the  Company's  management,  operational  and  financial  resources.
To  manage  the  expected  growth  of its  operations and personnel, the Company
will be required  to  improve existing and implement new transaction-processing,
operational  and  financial  systems,  procedures  and  controls  and to expand,
train and manage its growing employee base. There can be no assurance  that  the
Company's  current  and  planned  personnel,  systems, procedures  and  controls
will  be  adequate to support  the Company's future operations, that  management
will be able to hire, train, retain, motivate and manage  required  personnel or
that   Company   management  will  be  able  to  successfully  identify,  manage
and  exploit   existing  and  potential  market opportunities.  If  the  Company
is  unable  to manage growth effectively, such inability could have  a  material
adverse  effect  on the Company's business, prospects,  financial  condition and
                                            13

results  of  operations.

NEW  BUSINESS  AREAS

The  Company  intends to expand its operations by promoting new or complementary
products  or sales formats and by expanding the breadth and depth of its product
or service offerings. Expansion of the Company's operations in this manner would
require  significant  additional expenses, development, operations and editorial
resources  and  would strain the Company's management, financial and operational
resources.  Furthermore,  the  Company  may  not  benefit  from  the first-mover
advantage that it will experience in the online high technology market and gross
margins  attributable  to  new business areas may be lower than those associated
with the Company's existing business activities prior to the introduction of new
products or line of business. There can be no assurance that the Company will be
able to expand its operations in a cost-effective or timely manner. Furthermore,
any  new  business  launched  by  the  Company that is not favorably received by
consumers  could  damage  the Company's reputation or the Bolingo.com brand. The
lack of market acceptance of such efforts or the Company's inability to generate
satisfactory  revenues  from  such expanded services or products to offset their
cost  could have a material adverse effect on the Company's business, prospects,
financial  condition  and  results  of  operations.

INTERNATIONAL  EXPANSION

The  Company  intends  to  expand  its presence in foreign markets. To date, the
Company  has  only  limited  experience  in sourcing, marketing and distributing
products  on  an international basis and in developing localized versions of its
Web  site  and  other systems. The Company expects to incur significant costs in
establishing  international  facilities  and  operations, in promoting its brand
internationally,  in  developing  localized  versions  of its Web site and other
systems and in sourcing, marketing and distributing products in foreign markets.
There  can  be  no  assurance  that  the Company's international efforts will be
successful.  If  the  revenues   resulting  from  international  activities  are
inadequate  to  offset  the  expense  of  establishing  and  maintaining foreign
operations,  such  inadequacy  could  have  a  material  adverse  effect  on the
Company's business, prospects, financial condition and results of operations. In
addition, there are certain risks inherent in doing business on an international
level,  such as unexpected changes in regulatory requirements, export and import
restrictions,  tariffs  and  other  trade barriers, difficulties in staffing and
managing  foreign  operations,  longer  payment  cycles,  political instability,
fluctuations  in  currency  exchange  rates,  seasonal  reductions  in  business
activity  in  other parts of the world and potentially adverse tax consequences,
any  of  which could adversely impact the success of the Company's international
operations.  There can be no assurance that one or more of such factors will not
have  a material adverse impact on the Company's future international operations
and, consequently, on the Company's business, prospects, financial condition and
results  of  operations.

BUSINESS  COMBINATIONS  AND  STRATEGIC  ALLIANCES

The  Company  may choose to expand its operations or market presence by entering
into  business  combinations,  investments,  joint  ventures  or other strategic
alliances  with  third parties. Any such transaction would be accompanied by the
risks  commonly  encountered  in such transactions. These include, among others,
the  difficulty  of assimilating the operations, technology and personnel of the
combined  companies, the potential disruption of the Company's ongoing business,
the inability to retain key technical and managerial personnel, the inability of
management  to  maximize  the  financial  and  strategic position of the Company
through  the  successful integration of acquired businesses, additional expenses
associated  with  amortization of acquired intangible assets, the maintenance of
uniform  standards,  controls  and  policies and the impairment of relationships
with  existing  employees  and  customers.  There  can  be no assurance that the
Company  would  be  successful  in  overcoming these risks or any other problems
encountered  in  connection  with such business combinations, investments, joint
ventures or other strategic alliances, or that such transactions will not have a
                                            14

material  adverse   effect  on  the  Company's  business,  prospects,  financial
condition  and  results  of  operations.

RAPID  TECHNOLOGICAL  CHANGE

To  remain  competitive,  the  Company  must continue to enhance and improve the
responsiveness,  functionality  and  features  of the its Internet websites. The
Internet   and   the  online   commerce  industry  are  characterized  by  rapid
technological change, changes in user and customer requirements and preferences,
frequent  new  product  and service introductions embodying new technologies and
the  emergence  of  new  industry  standards and practices that could render the
Company's existing Web site and proprietary technology and systems obsolete. The
Company's  success  will  depend,  in  part,  on  its ability to license leading
technologies  useful in its business, enhance its existing services, develop new
services  and  technology that address the increasingly sophisticated and varied
needs  of  its  prospective  customers and respond to technological advances and
emerging  industry standards and practices on a cost-effective and timely basis.
The development of Web site and other proprietary technology entails significant
technical,  financial  and  business  risks.  There can be no assurance that the
Company  will  successfully  implement  new  technologies or adapt its Web site,
proprietary   technology  and   transaction-processing   systems   to   customer
requirements  or  emerging  industry  standards.  If  the Company is unable, for
technical,  legal,  financial  or  other reasons, to adapt in a timely manner in
response  to changing market conditions or customer requirements, such inability
could  have  a  material  adverse  effect  on the Company's business, prospects,
financial condition and results of operations. The Company's future success also
depends  on  its  ability to identify, attract, hire, train, retain and motivate
other  highly skilled technical, managerial, editorial, merchandising, marketing
and  customer  service  personnel. Competition for such personnel is intense and
there can be no assurance that the Company will successfully attract, assimilate
or  retain  sufficiently  qualified  personnel.  In  particular, the Company has
encountered difficulties in attracting a sufficient number of qualified software
developers  for its Web site and transaction-processing systems and there can be
no  assurance  that  the  Company  will  retain and attract such developers. The
failure  to  retain  and attract the necessary technical, managerial, editorial,
merchandising,  marketing  and  customer service personnel could have a material
adverse  effect  on  the  Company's business, prospects, financial condition and
results  of  operations.

ACQUISITIONS

If  appropriate opportunities present themselves, the Company intends to acquire
businesses,  technologies,  services  or  products that the Company believes are
strategic.  The  Company  currently   has   no  understandings,  commitments  or
agreements  with respect to any other material acquisition and no other material
acquisition  is  currently  being  pursued.  There  can be no assurance that the
Company will identify, negotiate or finance future acquisitions successfully, or
to  integrate  such  acquisitions  with its current business.

INTERNATIONAL  EXPANSION

The  Company  intends  to  expand  its presence in foreign markets. To date, the
Company  has  only  limited  experience  in sourcing, marketing and distributing
products  on  an international basis and in developing localized versions of its
Web  site  and  other systems. The Company expects to incur significant costs in
establishing  international  facilities  and  operations, in promoting its brand
internationally,  in  developing  localized  versions of its' web site and other
systems and in sourcing, marketing and distributing products in foreign markets.
There  can  be  no  assurance  that  the Company's international efforts will be
successful.  If   the  revenues  resulting  from  international  activities  are
inadequate  to  offset  the  expense  of  establishing  and  maintaining foreign
operations,  such  inadequacy  could  have  a  material  adverse  effect  on the
Company's business, prospects, financial condition and results of operations. In
addition, there are certain risks inherent in doing business on an international
level,  such as unexpected changes in regulatory requirements, export and import
                                            15

restrictions,  tariffs  and  other  trade barriers, difficulties in staffing and
managing  foreign  operations,  longer  payment  cycles,  political instability,
fluctuations  in  currency  exchange  rates,  seasonal  reductions  in  business
activity  in  other parts of the world and potentially adverse tax consequences,
any  of  which could adversely impact the success of the Company's international
operations.

ONLINE  COMMERCE  SECURITY

A  significant  barrier  to  online  commerce  and  communications is the secure
transmission  of  confidential  information  over  public  networks. The Company
relies  on  encryption and authentication technology licensed from third parties
to  provide  the  security  and  authentication  necessary  to  effect  secure
transmission  of confidential information, such as customer credit card numbers.
There  can  be  no  assurance  that  advances  in  computer  capabilities,  new
discoveries  in the field of cryptography, other events or developments will not
result  in  a  compromise  or  breach  of  the algorithms used by the Company to
protect  customer  transaction  data.  If  any  such compromise of the Company's
security were to occur, it could have a material adverse effect on the Company's
reputation,  business, prospects, financial condition and results of operations.
A  party  who  is  able  to  circumvent  the  Company's  security measures could
misappropriate  proprietary  information or cause interruptions in the Company's
operations.  The Company may be required to expend significant capital and other
resources  to  protect  against  such security breaches or to alleviate problems
caused  by  such  breaches. Concerns over the security of the Internet and other
online  transactions and the privacy of users may also inhibit the growth of the
Internet  and  other  online  services  generally  and  the  Web  in particular,
especially  as a means of conducting commercial transactions. To the extent that
activities  of  the  Company  or third-party contractors involve the storage and
transmission  of  proprietary information, such as credit card numbers, security
breaches  could damage the Company's reputation and expose the Company to a risk
of loss or litigation and possible liability. There can be no assurance that the
Company's  security  measures  will prevent security breaches or that failure to
prevent  such  security  breaches will not have a material adverse effect on the
Company's  business,  prospects,  financial condition and results of operations.

EMPLOYEES

As of December 31, 2002, the  Company had  approximately 17 full-time employees.
Of the total,13 were employed at the Company's executive offices. No employee of
the Company is covered by a collective bargaining agreement or is represented by
a labor union. The Company considers its employee relations to be good.

ITEM 2. DESCRIPTION OF PROPERTY

The  Company's  corporate  offices  are located at 900 Wilshire Boulevard, Suite
500, Los Angeles, California 90017. The Company is required to pay $5,791.00 per
month rental. The Company was required to make a lease deposit of $5,186.00. The
lease  expires on February 28, 2004. The telephone number is (213) 627-8878. The
Company has additional office space located at 1601 Centinela Avenue, Inglewood,
California 90302. The Company is required to pay $1,560.00 per month rental. The
Company  was  not  required to make a lease deposit. This lease is on a month to
month  basis.

ITEM 3. LEGAL PROCEEDINGS

On  August  27,  2001,  the  Company  filed  a  Civil Complaint for Damages and
Equitable Relief in Superior Court  of  the State of California, for the County
of Los Angeles (Case  No.  BC  2566860),  styled Meridian  Holdings, vs  Sirius
Technologies   of   America,   a  Delaware  Corporation;  Sirius   Computerized
Technologies  Ltd,   an  Israeli   Corporation; DOES 1 through 500,  inclusive.
This lawsuit  was  in connection to the  cancellation by the registrant  of  the
purchase of the intellectual property commonly  known  as "Medmaster   Software"
including the Source-Code  and  Subsystems of Sirius  Computerized  Technologies
Ltd. Through the Israeli bankruptcy court.
                                            16

The   registrant   seeks,   among   other  relief,  rescission  based  on fraud;
damages  for fraud; money  had  and  received;  rescission  based on  failure of
consideration;    damages    for   breach   of   written    contract;  negligent
misrepresentation;  conversion;  declaratory  relief;  preliminary and permanent
injunction  and  damages;  intentional  interference   with contract  and  other
economic relationship; and negligent interference  with  economic  relationship;
breach  of  fiduciary  duty.  As   of  this  filing,  no  responses  have   been
received from any of the named defendants.

On  July  19,  2001,  Ventures  &  Solutions,  LLC,  filed a lawsuit against the
company, styled Ventures & Solutions, LLC, Plaintiff v. Meridian Holdings, Inc.,
Defendant,  Circuit Court of Alexandria, Virginia, Case No. C10517.  The company
was  served  with  a  copy  of  the  Complaint on August 6, 2001.  Plaintiff has
alleged that the company owes it approximately $29,000.00, pre and post judgment
interest,  and  attorneys'  fees  and  costs.  On August 22,  the Company filed
a response denying all allegations in the lawsuit.

The  company  believes  that  the  allegations  are  wholly  without  merit  and
currently expects to vigorously defend its  position.  The company believes that
the principal of Plaintiff is Mr. Dale Church,  a  former  Director of company's
former subsidiary and current affiliated company,   Intercare.Com-DX,  Inc.  and
that   the  basis   of   Plaintiff's  allegations  stem   from   the   company's
transactions with respect to Sirius and the MedMaster Technology  and  Software.

Effective  October  17  2002,  Meridian Holdings, Inc., InterCare.com, Inc., and
Silicon Valley  Bank  reached  a  settlement  agreement  of  the  entire action,
including  the  registrant's  cross  complaint,  entitled  Silicon  Valley  Bank
Corporation .v. Meridian  Holdings, Inc., a Colorado  Corporation,InterCare.com,
Inc., a Nevada Corporation, Los Angeles  California,  Superior Court Case number
BC 259513. The  salient  terms  of  the  settlement   include   mutual   general
releases  with prejudice by all parties.

The   lawsuit,  as  well  as  the  cross-complaint,  resulted  from  the earlier
acquisition of the asset of Sirius  Computerized Technology of Israel, for which
Silicon  Valley Bank  claimed  that  said  asset was  pledged  as  collateral by
Sirius  et al  for a loan in the  amount of  $450,000. The company  had  earlier
abandoned the proposed asset purchase, and filed a lawsuit against Sirius et al,
as described above.

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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 8, 2002 the shareholders voted to re-appoint Mr. Andrew  Smith  CPA, as
the Company's  independent  accountant  for  the  fiscal year ended December 31,
2002. Also, the shareholders  approved the Registrants' 2002 stock  option  plan
as well as  the election of  the following directors for another one year term:

     Mr.  James  Truher
     Mr.  Scott  Wellman, Esq
     Mr.  James  Kyle
     Mrs  Marcelina  Offoha







                                            17

PART  II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER

The  Common  Stock  is currently quoted on the OTC Bulletin Board, maintained by
the  National  Association of Security Dealers, Inc. under the Symbol: MEHO, and
there is presently only a very limited market for the Common Stock. Historically
the  spread  between  the  bid and asked price of the Company's Common Stock has
been  large,  reflecting  limited  trading  in the stock. The price range of the
Company's Common Stock has varied significantly in the past months, ranging from
a high bid of $0.25 and a low bid of $0.012 per share. The trading price for the
Common  Stock  has  fluctuated  widely  in  the  recent  past.  The above prices
represent   inter-dealer   quotations   without  retail  mark-up,  mark-down  or
commission,  and  may  not  necessarily  represent  actual  transactions.

We plan to list our common  stock on the new exchange to be sponsored by NASD in
2003. This new exchange will be known as   Bulletin  Board  Exchange(SM) or BBX,
a  listed  market place, with qualitative listing  standards but with no minimum
share price, income, or asset requirements  therefore  allowing  entrance  to  a
wide array of listings. According  to NASD, companies trading on the BBX will be
differentiated from  those over-the-counter in  that  their market  symbol  will
begin with a the letters "XB", and unlike the current  OTCBB   issuers  will  be
allowed to  choose  their own three-letter market symbol. In  addition  the  BBX
will have an electronic  trading system to allow order negotiation and automatic
execution. The current OTCBB will  be  phased out in 2003 according to NASD, and
in its place will be the BBX.

The  following  information  with  respect to the high and low bid  price of our
shares  was  obtained from the National Quotation Bureau.




                                                 
                                    High                  Low
Calendar 2002
Quarter ended March 31              0.08                  0.02
Quarter ended June  30              0.07                  0.02
Quarter ended September 30          0.04                  0.02
Year ended December 31, 2002        0.02                  0.02






                                                 
                                    High                  Low
Calendar 2001
Quarter ended March 31              0.09                  0.06
Quarter ended June  30              0.08                  0.06
Quarter ended September 30          0.05                  0.03
Year ended December 31, 2001        0.04                  0.04



At  December 31, 2002, the company had approximately 1000 shareholders of record
for  its  common stock.  Our  preferred  shares  have never been offered to the
public, therefore  have  never  been  publicly  traded.

SELECTED  FINANCIAL  DATA

The Company  had  net  working  capital  of $507,664  as  at   December 31  2002
compared  to $1,068,959 at  December 31,  2001.  This  represents an decrease in
working  capital  of  52%.  This  decrease  in working  capital is attributed to
                                            18

the adjustment discussed  in "Note  7"  as  well  as  a  decrease  in enrollment
or disenrollment of  membership into the Capnet IPA Network, refund to InterCare
an  affiliated company,  the sum of $325,000 of fees paid for Medmaster software
enhancement and maintenance, that  was  not delivered due to  the abandonment of
the purchase of the software from Sirius et al by the registrant.

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 6. MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF THE 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
capitation payments.

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

RESULTS  OF  OPERATIONS

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

REVENUE

Medical  services  revenues decreased by  7%  from  $2,808,026  for  the  twelve
months   ended December  31,  2001  to  $2,618,894  for  the twelve months ended
December  31,  2002. The decrease in medical  services revenue is  attributed to
decrease in membership enrollments, into the Capnet IPA Physician Network. There
was $0 revenue generated from  software  licensing  fees  for  the twelve months
ended December 31, 2002, compared to  revenue  of  zero  revenue  generated from
software  sales  or services during  comparable period in 2001. This decrease in
software  licensing  fee is due to the discontinuation of sale of the  MedMaster
software  by  the registrant. (See Item 3 Legal proceedings section on page 16)

Revenue  generated  from our  managed care contracts with HMOs  as a  percentage
of medical services revenue was approximately 99% and 96%, respectively,  during
the twelve months ended December 31,  2002  and  2001. Revenue generated  by the
                                            19

Los  Angeles  County Community Health Plan ("CHP") contracts was 98%  and 95% of
medical services revenue for the twelve months ended December 31, 2002 and 2001,
respectively.  Revenue  generated  by LACARE Health Plan ("LACARE") contract was
less  than  2%  of  medical  services revenue for the comparable period.

Cost of Revenues

The cost of revenue for  twelve  months  ended  December 31, 2002 is $1,358,566,
compared   to  $888,208  for   twelve   months  ended December  31,  2001.  This
represents a 52% increase in cost of revenue. The increase in cost of revenue is
attributed to the increase in the per member per month fee paid by  the  company
to the contracted primary care  providers,  with  no  apparent  increase  in per
member per  month capitation fee received from the HMO.Of the $1,358,566 cost of
revenue  expenses  for  the  period  ended  December 31,  2002, $659,968 was for
capitation fees paid to our contracted  primary care providers, $698,598 was for
medical  clams  paid  to  specialist  physicians, hospitals, and other ancillary
services providers.

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 year ended December 31, 2002, these cost represents  51% of total
revenue compared to 96% for the year ended December 31, 2001.  This is referred
to as Medical Loss Ratio (MLR).  The  decrease  in Medical Loss Ratio is  due to
decrease in  volume  of  claims  paid  to  contracted  providers  and  hospitals
for  services  rendered. The decrease  in volume of claims is  also attributable
to decrease in  enrollment  of  members  in  the  IPA network  with  concomitant
decrease  in  utilization  of  services. 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. Our  Medical
Loss Ratio varies from quarter to  quarter due  to  fluctuations in utilization,
the  timing  of  claims paid by the HMOs on our behalf, as well as increases  in
medical  costs  without  counterbalancing  increases in capitation revenues.

EXPENSES

General  and  administrative  expenses were $1,370,449 or 49 % of total revenues
for  the  twelve  months ended December 31, 2002,  compared to $1,961,653 or 66%
of  total  revenues  for  twelve months ended December 31, 2001. The decrease in
general and administrative expense is due laying off of some  employees, as well
the  implementation  of  additional  cost  reduction  measures during the twelve
months ended December 31, 2002.

Of the $1,370,449 administrative expense for the period ended December 31, 2002,
$511,454 was for employee salaries and wages, $325,000  was for  refund  of fees
paid  to  the registrant  for  Medmaster  software  enhancement and  maintenance
that was not delivered,  due to the abandonment of the purchase of the  Asset of
Sirius et al as disclosed under legal proceedings section of this 10ksb, $99,640
was  for  insurance  including stop-loss,  D&O liability, general and liability,
Medical  Mal-practice, Workermans' Compensation,  employees  health  and  dental
insurance,  $82,383  was  for  rent,  $56,741 was for taxes and the rest was for
outside consultant fees and other corporate purposes.

Payroll and employee benefits  for  administrative  personnel  was  $511,454 for
the  twelve  months  ended  December  31, 2002,   or   20%  of  total  revenues,
compared  to $600,773 for  the  twelve  months  ended  December 31, 2001. or 20%
of total  revenue. This  reflects  the  adjustment  of our staffing requirements
in order to synchronize with our revenue stream.

INCOME/LOSS FROM OPERATIONS

The  registrant  recorded a loss from  operations  for  the  twelve months ended
December  31,  2002  of  $43,803,  compared  to  a net  loss  of  $11,254 during

                                            20

comparable period in 2001. The increase in net loss from  operations  is due to
the decrease in revenue following the  disenrollment of members from the Capnet
IPA  physician  network,  as  well  as lack of revenue from software licensing.
Management believes  that this will not be  the trend for the 2003 fiscal year,
as  it  negotiates  more  HMO  contracts,  and  receives royalties from the ICE
software licensing.

CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

This  Form   10-KSB  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,  2002, including the following: our
success  or  failure  in  implementing  our  current  business  and  operational
strategies; the availability,  terms  and  access to capital and customary trade
credit;  general  economic  and business conditions; competition; changes in our
business strategy; availability, location and terms of new business development;
availability and terms of necessary or desirable financing or refinancing; labor
relations; the outcome  of  pending or  yet-to-be  instituted legal proceedings;
and labor and employee  benefit  costs.

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

Pursuant   to   the   Medicaid   program,  the  federal  government  supplements
funds  provided  by  the  various states for medical assistance to the medically
indigent.  Payment  for such medical and health services is made to providers in
an  amount determined in accordance with procedures and standards established by
state  law  under  federal  guidelines.  Significant  changes  have been and may
continue  to  be made in the Medicaid program which could have an adverse effect
on  our  financial  condition,  results  of  operations  and  cash  flows.
During certain fiscal years,  the  amounts  appropriated  by  state legislatures
for payment of Medicaid claims have not been  sufficient to reimburse  providers
for  services  rendered to Medicaid patients. Failure of a state to pay Medicaid
claims on a timely basis may have an adverse  effect on our cash  flow,  results
of  operations  and  financial  condition.

PLAN  OF  OPERATIONS

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

The  Company  through  its' CAPNET  IPA  physician  Network renewed its' Medical
Services  contract  for  another  two  years  term  with the Los Angeles  County
Community  Health  Plan  and  LACARE  Health  Plan.  The  Company  is  currently
negotiating  with  yet  another  health  plan within Southern  California  for a
Medical  Services  Contract. These  contracts will represent over $10 million in
annualized revenue over the next two years.

On September 17, 2002,  the  Company  announced  the  release  of version 3.0 of
InterCare  Clinical  Explorer(tm) (ICE(tm)), an innovative, Scalable  healthcare
software  solution  that  integrates  every aspect of the healthcare enterprise,
                                            21

designed for information tracking, error reduction, patient safety. The software
is  available  to  healthcare providers and institutions  from InterCare.com-dx,
Inc., (OTC  BB :ICCO)  which  will  engage in product sales and support under an
exclusive value-added reseller agreement.

RECENT  EVENTS

On March 8 2003, the following individuals were elected to serve as directors
of the company until the next annual meeting or until their successors are
elected and qualified :
1.   James Kyle II
2.   James Truher
3.   Scott Wellman
4.   Marcellina Offoha

Also,  Anthony  C.  Dike,  MD,  elected  as  Chairman  of the Board of Directors
of  the  Company,  will  serve  a  three-year  term.

Additionally,  shareholders  ratified  the  reappointment  of Andrew Smith, CPA,
as  the  independent  auditor  for  the fiscal year ending December 31, 2002 and
reapproved  the  Company's  2001 Joint Incentive and Non-Qualified Stock  Option
Plan  for  fiscal  year 2003. Shareholders of the Company also granted the board
of  directors  the  discretion to, at any time prior to the next annual meeting,
effect  a  reverse  split of the Company's common shares at an exchange ratio of
1  for  3,  1  for 5  or  1 for 10.  Based  upon  such  vote, the board retained
discretion   to   elect   to   implement   a  reverse  split  according  to  the
aforementioned  ratios,  or  not  to  implement  a  reverse  stock  split at all
within  the  referenced  time  period.

Following the shareholder meeting, the newly elected Board of Directors voted to
extend  the  Company's authorization to buy back up to one million shares of its
common  stock in the open market from time to time through March 2005. Thus far,
the  Company  has  repurchased  250,000  shares  of  its  common stock under the
previously  granted  authorization.

On  March  27,  2003,  the  registrant  issued  a  press  release announcing the
appointment  of  Mr.  Randy  Simpson,  CPA,  as  the  new  member  of  the board
of  directors,  as  well  as  the  resignation  of  Dr.  James  Kyle,11 from the
board of directors  of the  registrant.

RISKS  ASSOCIATED  WITH  MANAGING  GROWTH

The  Company's  anticipated level of growth, should it occur, will challenge the
Company's management and its sales and marketing, customer support, research and
development  and  finance  and  administrative  operations. The Company's future
performance will depend in part on its ability to manage any such growth, should
it  occur,  and  to  adapt  its  operational  and  financial control systems, if
necessary, to respond to changes resulting from any such growth. There can be no
assurance that the Company will be able to successfully manage any future growth
or  to adapt its systems to manage such growth, if any, and its failure to do so
would  have  a  material  adverse  effect  on  the Company's business, financial
condition  and  results  of  operations.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's  securities may be deemed "penny stock" as defined in Rule 3a51-1
of  the  Securities  and Exchange Act of 1934, as amended, since the average bid
price  has  remained  consistently  below  $2.  Such  a designation could have a
material  adverse  effect  on the development of the public market for shares of
the  Company's  common  stock  or,  if such a market develops, its continuation,
since  broker-dealers are required to personally determine whether an investment
in  such  securities  is suitable for customers prior to any solicitation of any
offer  to purchase these securities. Compliance with procedures relating to sale
by  broker-dealers of "penny stock" may make it more difficult for purchasers of
the  Company's  common  stock  to  resell  their  shares  to third parties or to
                                            22

otherwise  dispose  of  such  shares.

We plan to list our common  stock on the new exchange to be sponsored by NASD in
2003. This new exchange will be known as   Bulletin  Board  Exchange(SM) or BBX,
a  listed  market place, with qualitative listing  standards but with no minimum
share price, income, or asset requirements  therefore  allowing  entrance  to  a
wide array of listings. According  to NASD, companies trading on the BBX will be
differentiated from  those over-the-counter in  that  their market  symbol  will
begin with a the letters "XB", and unlike the current  OTCBB   issuers  will  be
allowed to  choose  their own three-letter market symbol. In  addition  the  BBX
will have an electronic  trading system to allow order negotiation and automatic
execution. The current OTCBB will  be  phased out in 2003 according to NASD, and
in its place will be the BBX.

ITEM 7. FINANCIAL  STATEMENTS

Please  refer  to  Exhibit  99.1  for  the  Independent  Auditors'  Reports  and
Consolidated Financial  Statements.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART  III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The  Board  of  Directors,  which  consists of five directors, four of which are
outside  members  and one of which is an officer of the Company, establishes the
general  compensation  policies  of  the  Company and the compensation plans and
specific compensation levels for executive officers. The Company does not have a
separate  Compensation  Committee  of  its  Board  of  Directors.  The Company's
objective is to ensure that executive compensation be directly linked to ongoing
improvement  in  corporate  performance  and  increasing  shareholder value. The
following  objectives  are  guidelines  for  compensation  decisions:  Job
Classification.  The  Company assigns a job grade to each salaried position, and
each  job  grade  has a salary range, which is based on national salary surveys.
These  salary  ranges  are  reviewed  annually to determine parity with national
compensation  trends,  and  to  ensure  that the Company maintains a competitive
compensation  structure.  Competitive  Salary Base. Actual salaries are based on
individual  performance contributions within a competitive salary range for each
position  established  through job evaluation and market comparisons. The salary
of  each corporate officer is reviewed annually by the Board of Directors. Stock
Option  Programs.  The  purposes  of  the  Company's ESOP and SOP are to provide
additional  incentives  to  employees to work to maximize shareholder value. The
ESOP  is  open  to all full-time employees of the Company and the SOP is open to
participation  by  key  employees  and other persons as determined by the Board,
based  upon  a  subjective evaluation of the key employee's ability to influence
the  Company's  long-term growth and profitability. Stock options under the ESOP
may be granted at the current market price at the time of the grant or under the
SOP  at  prices as determined by the Board. With specific reference to the Chief
Executive  Officer,  the  Board  attempts  to exercise great latitude in setting
salary  and  bonus levels and granting stock options. Philosophically, the Board
attempts  to  relate  executive  compensation  to those variables over which the
individual  executive generally has control. The Chief Executive officer has the
primary  responsibility  for  improving shareholder value for the whole Company.
The  Board  believes  that  its  objectives of linking executive compensation to
corporate  performance results in alignment of compensation with corporate goals
and   shareholder   interest.  When  performance  goals  are  met  or  exceeded,
shareholder  value  is increased and executives are rewarded commensurately. The
Board  believes that compensation levels during 2001/2002 adequately reflect the
Company's  compensation  goals  and policies. In 1993, the Internal Revenue Code
was amended to add section 162(m), which generally disallows a tax deduction for
                                            23

compensation  paid  to  a  company's  senior  executive officers in excess of $1
million  per  person  in  any  year.  Excluded from the $1 million limitation is
compensation  which  meets  pre-established performance criteria or results from
the  exercise  of  stock  options which meet certain criteria. While the Company
generally  intends  to qualify payment of compensation under section 162(m), the
Company  reserves  the  right to pay compensation to its executives from time to
time  that  may  not  be  tax  deductible.

The  Company  will  compensate  the  members  of the Board of Directors for each
meeting  he/she attends, in the amount of $250 cash or equivalent in the form of
the  Company's  Common  Stock  at  the  fair  market  value.

TERM  AND  CLASSIFICATION  OF  BOARD  OF  DIRECTORS

The  Board  of  Directors  has  determined  that  there  will  be two Classes of
Directors  (Class  A  and  Class  B). Class A Directors are also officers of the
Company.  Class  B Directors are outside directors. The full Board shall consist
of five directors. Directors are elected each year for one-year term, except for
Class  "A"  directors,  who  are  elected  for  a  period  of  three  years. The
stockholders  will  elect  five  directors  for  the  coming  year.

The  business  of  the  Company is managed under the direction of the Board. The
Board  members  will  serve  until  their  successors  are elected at the Annual
Shareholder meeting,  unless  they  earlier resign or are removed as provided in
the Bylaws.

The  following  is  the list of members of the board of directors elected during
the  annual  shareholders  meeting  held  on  March 8,  2002.

James  L.  Kyle  II,  MD.  M-Div
---------------------------------

Dr. Kyle  II has been the Director and Secretary of the Company since August 9,
1999. Dr. Kyle is currently the Interim Dean of Charles R.  Drew  University  of
Medicine and Science, Los Angeles, California. Prior to this appointment, he was
the  Chief Medical officer and Director of Clinical Business  Development of the
University   since   March  1996. Dr. Kyle was the President and Chief Executive
officer of Sharp Health Plan and a Vice President, Community  Care  Division  of
Sharp Healthcare from March 1994  through March 1996. During  the  period   from
June  1990  through  March  1994, Dr. Kyle  started  and  maintained  a  private
practice of internal medicine in Long Beach, California. Dr.  Kyle  received his
Bachelor of Arts degree in Religion from Loma Linda University  and his  Masters
of Divinity from Andrews  Theological Seminary. Dr. Kyle  received  his  Medical
Degree  from   UCLA  in  1987. Dr.  Kyle  performed  his  residency   at   UCLA,
Department of Medicine and received his California Medical license  in  1988.

James  W.  Truher
-----------------
Mr.  Truher has been a Director of the Company since August 19, 1999. Mr. Truher
has  over  40  years management and engineering experience in the
telecommunications industry. He is  currently, the Chairman and Chief  Executive
officer  of  Superwire.Com, an  Internet services and content provider  company.
Mr.  Truher  owns  Columbia  Management  Corp.,  a  telecommunications  services
and investment company. In 1988, Mr. Truher founded and  served  as  Chairman of
the Board and Chief Executive officer of SelecTel Corporation,  which  prior  to
a   merger   with   a   public   company, was an AT&T Co-Marketing  Partner  and
system  integration  company. Mr. Truher  then  served  as  Chairman  and  Chief
Executive  officer  of  two  publicly  traded NASDAQ telecom companies  and  has
worked  extensively  with foreign PTT telephone companies. In 1981,  Mr.  Truher
founded  and  was  the  Chief  Executive  officer of Polaris Intelcom, the first
shared  tenant  service  company  in  California.




                                            24

Scott  W.  Wellman,  Esq.
-------------------------

Mr.  Wellman became  a  director of the Company in October 1999, Mr. Wellman  is
a  senior  partner  of  a law firm Wellman & Warren, LLP  in Irvine, California,
specializing   in   business law and complex business litigation with particular
emphasis   in   securities   matters,   regulatory   enforcement matters, unfair
competition,  real  estate, and  international business transactions. A graduate
of University of California, Los Angeles, with BA in Mathematics,  Scott Wellman
received  his  Juris  Doctor  as well as his Masters degree in Economics in 1978
from   the   University  of  Southern  California.   Mr. Wellman  serves  as  an
Adjunct  Professor of Law at Whittier Law School, where he teaches international
business  litigation  and  international  transactions.  Mr.  Wellman has been a
lecturer  and/or  guest panelist for numerous seminars, and has authored several
publications.

Marcellina  Offoha,  Ph.D.
--------------------------

Ms. Offoha  a director of the Company in October 1999, Ms. Offoha has  extensive
experience  in  teaching  and  counseling.  Ms.  Offoha  has  taught  at several
universities  such as Shaw University, Ithaca  College, State University of  New
York, Philadelphia College of Pharmacy & Science,  Temple University, and Morgan
State  University.  Ms.  Offoha  holds  a Ph.D. in Sociology from Temple
University,  Philadelphia,  Pennsylvania.

There  are  no family relationships between any directors or executive officers.

The  election of the nominees requires the affirmative vote of a majority of the
shares  of  Common  Stock represented at the Annual Meeting and entitled to vote
thereon.

COMMITTEES OF THE BOARD OF DIRECTORS

FUNCTIONS OF COMMITTEES

AUDIT AND ETHICS COMMITTEE:

       - Has general powers relating to accounting disclosure and auditing
         matters;
       - Recommends the selection and monitors the independence of our
         independent auditors;
       - Reviews the scope and timing of the independent auditors' work;
       - Reviews the financial accounting and reporting policies and principles
         appropriate for the Corporation, and recommendations to improve
         existing practices;
       - Reviews the financial statements to be included in the Corporation's
         Annual Report on Form 10-KSB
       - Reviews accounting and financial reporting issues, including the
         adequacy of disclosures;
       - Monitors compliance with the Code of Ethics and Standards of Conduct;
       - Reviews and resolves all matters presented to it by our Ethics office;
       - Reviews and monitors the adequacy of our policies and procedures, and
         the organizational structure for ensuring general compliance with
         environmental, health and safety laws and regulations;
       - Reviews with the General Counsel the status of pending claims,
         litigation and other legal matters;
       - Meets separately and independently with the Chief Financial officer,
         Internal
         Audit and our independent auditors.

It is composed of Messrs. Kyle II, Truher, Wellman and Ms. Offoha



                                            25

EXECUTIVE COMMITTEE:

         The Executive  Committee  may  exercise  the  power  of  the Board of
Directors in the management of  the business and affairs of the Corporation at
any  time  when  the  Board  of  Directors  is  not  in session. The Executive
Committee shall, however, be subject to the specific direction of the Board of
Directors and all actions must be by unanimous vote. It is composed of Messrs.
Dike, Truher, and Wellman.

Meetings of the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2002, the Company's  Board of
Directors  acted  Four  times by  a unanimous  written  consent  in  lieu of a
meeting.  Each  member of the Board participated in each action of  the Board.

AUDIT AND ETHICS COMMITTEE REPORT

Management has the primary responsibility for the  financial reporting process
and  the  audited consolidated financial  statements, including the systems of
internal  controls. The  Corporation's  independent  auditors,  Messr.  Andrew
Smith  CPA,  and  its   predecessor  Haskell & White  LLP  are responsible for
expressing  an  opinion   on  the   quality   and  conformity  of consolidated
financial  statements  with accounting principles  generally accepted  in  the
United States. In our  capacity as members of the Audit  and Ethics  Committee
and  on  behalf  of  the  Board of Directors,  we  oversee  the  Corporation's
financial  reporting  process  and monitor compliance with its Code  of Ethics
and Business Conduct. The  Audit  Committee has not adopted a written charter,
which has been approved by the Board of Directors

The members  of  the Audit and  Ethics Committee are independent as defined by
the listing standards of the National  Association of Securities Dealers(NASD)

In connection with our oversight responsibilities, we have:

     - discussed with the internal and independent auditors the overall scope
       and plans for their audits;

     - reviewed  and  discussed the audited consolidated financial statements
       included  in Meridian Holdings  2001 Annual Report with management and
       the independent auditors;

     - discussed  with  the  independent  auditors the matters (including the
       quality  of  the  financial  statements  and clarity  of  disclosures)
       required  to  be  discussed  under the American Institute of Certified
       Public  Accountants'  Statement  on  Auditing  Standards  No.  61,
       Communications  with  Audit  Committees, which generally requires that
       certain matters related to the performance of an audit be communicated
       to the audit committee;

     - received  from  the  independent  auditors  and  reviewed  the written
       disclosures  and  the  letter  required  from the independent auditors
       required by the  Independence Standards Board, and have discussed with
       them their independence from management and the Corporation;

     - considered  the  nature  of  the  nonaudit services  performed  by the
       independent  auditors  and  the  compatibility  of those services with
       their independence; and

     - met  with  the  internal  and  independent  auditors, with and without
       management  present,  to discuss  the  results  of their examinations,
       their  evaluations  of  the  Corporation's  internal controls, and the
       overall quality of the Corporation's financial reporting.

Based on the reviews and discussions referred to above, we recommended to the
Board of Directors (and the Board has approved) the inclusion of  the audited
                                            26

Consolidated  financial  statements  referred  to above in the Corporation's
Annual  Report  on Form 10-KSB for the year ended December 31, 2001 and 2002,
for  filing  with  the  Securities and Exchange Commission.

                   Members of the Audit and Ethics Committee:

James Truher  Chairman                                         James Kyle 11
Scott Wellman                                                  Marcellina Offoha

                               Management Team

                       Capnet IPA Physician Network

Anthony  C.  Dike,  M.D.  Chairman/CEO
Wesley Bradford, M.D., M.P.H.,M.B.A,  Chief Medical Officer
Elizabeth Campos, Vice President Operations
Foday Conteh, BSc.(Accounting)  Vice President Finance


                   InterCare.com-Dx, Inc.

Anthony C. Dike, MD      Chairman/CEO
Russ A. Lyon, MA         President and CTO
Felipe Carino, MSc, MBA  Senior Vice President Business Development
Foday Conteh, BSc.(Accounting)  Vice President Finance

                CGI Comunications Service, Inc.

Anthony C. Dike, MD       Chairman/CEO
Felipe Carino, MSc, MBA   Chief Operations Officer
Foday Conteh, BSc.(Accounting)  Vice President Finance

ITEM 10. EXECUTIVE COMPENSATION

The  table  below  shows  information  concerning  the  annual  and  long-term
compensation  for  services  in  all  capacities  to  the  Company for the Chief
Executive  officer:




                               Annual Compensation

    Name                  Year         Salary          Bonus        Stock Option  Amount Exercised as of
                                                                
Anthony C. Dike            2002          $144,000(F1)       0          250,000        0

F1: As of December 31, 2002, payment of salary has been deferred until such time as
the  Company  has  sufficient capital to commence such payment.



COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who  own more than ten (10%)
percent of the  outstanding  Common  Stock,  to  file  with  the  Securities and
Exchange  Commission  (the "SEC")  initial  reports  of  ownership on Form 3 and
reports  of  changes  in ownership of Common Stock on Forms 4 or 5. Such persons
are  required  by  SEC regulation to furnish the Company with copies of all such
reports they file.

Based  solely  on  its  review  of  the  copies of such reports furnished to the

                                            27

Company  or  written  representations  that  no other reports were required, the
Company  believes  that all  Section 16(a) filing requirements applicable to its
officers,  directors  and greater  than (10%)  percent  beneficial  owners  were
complied with during the twelve months ended December 31, 2002.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth, as of December 31, 2002 to the extent known to
the Company, certain information regarding the ownership of the Company's Common
Stock  by  (i)  each  person  who  is  known  by the Company to own of record or
beneficially  more than five percent of the Company's Common Stock, (ii) each of
the  Company's  directors  and  executive  officers  and (iii) all directors and
executive  officers  as a group. Except as otherwise indicated, the shareholders
listed  in  the table have sole voting and investment powers with respect to the
shares  indicated:



   Name of Beneficial Owner    Title       Amount and Nature of     Status       Percent of
                                                 Class                   Beneficial Ownership
                                                             
Anthony C. Dike,M.D.             Director     75,370,450       Active            80%
James L Kyle, M.D.               Director        264,400       Active            0.02%
James W. Truher                  Director        409,000       Active            0.07%
Scott W. Wellman, Esq            Director        297,985       Active            0.05%
Marcellina Offoha, PhD           Director        271,900       Active            0.03%
All Directors and officers
as a group (Six Persons)                      77,037,335                        80.20%
CGI Communications Services                   11,115,000                        12.0%
Other shareholders(1)                          5,554,150                         7.80%
Total number of shares outstanding            93,706,485                        100%
 Foot  Note:
1. Includes 3.3 million shares pledged to secure the asset purchased by the registrant
   from the Israeli Bankruptcy court.
2. The numbers shown include the shares of our Common Stock actually  owned as of
December 31, 2002 and the underlying options and warrants representing shares that the
person has the right or will have the right to acquire based on the 2002 stock option
plan table.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the second quarter of 2002, the registrant purchased the intellectual
property rights to the source-code of ICE software program from Intercare
com-Dx, Inc., an affiliated Company in the amount of $325,000.

PART  IV

ITEM 13. EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  OF  FORM  8-K

Item          Description
Exhibit 99.1  Independent Auditors' Report and Consolidated Financial Statements

ITEM 14.      CONTROLS AND PROCEDURES
Our management,  including  our Chairman and CEO, conducted an evaluation of the
effectiveness  of  our  disclosure  controls and procedures (as defined  in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date")  within 90 days prior to the filing date of
this report. Based upon that evaluation,  our  Chairman and CEO  have concluded,
that our disclosure controls and procedures are effective for timely gathering,
analyzing and disclosing the information we  are  required  to  disclose  in our
reports filed under the Securities Exchange Act  of 1934, as amended. There have
been no significant changes  made  in our internal controls  or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.

                                            28


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:  March 27,  2003             By:  /s/  Anthony  C.  Dike
                              ____________________________________Signature
                                        Anthony  C.  Dike
                                    Chief  Executive  officer




















































                                            29

                                    EXHIBIT 99.1



I, Anthony C. Dike, certify that:

1. I have reviewed this annual report on Form 10-KSB of Meridian Holdings, Inc.;

2. Based  on  my  knowledge,  this  annual  report  does  not contain any untrue
statement of a  material fact or omit  to  state  a material fact  necessary  to
make  the  statements  made,  in  light of  the  circumstances  under which such
statements were made, not  misleading with respect to the period covered by this
annual  report;

3. Based   on   my  knowledge,  the  financial  statements,  and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial condition,  results of operations and cash flows of the
registrant  as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining disclosure controls and procedures (as  defined  in
Exchange  Act  Rules  13a-14  and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls  and
procedures  as of a date within 90 days prior to the filing date of this  annual
report (the ""Evaluation Date""); and

     c) presented in this annual report our conclusions  about the effectiveness
of  the  disclosure  controls  and procedures based on our evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the  registrant's auditors and  the  audit  committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a) all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have identified for  the
registrant's  auditors   any   material  weaknesses  in  internal  controls; and

     b) any  fraud,  whether   or  not   material,  that  involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual  report  whether  or  not  there  were  significant changes  in  internal
controls or in other factors that could significantly  affect  internal controls
subsequent  to the date of our most recent evaluation, including  any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:     March 27, 2003

By:_/s/ Anthony C. Dike
Anthony C. Dike
Chairman and CEO (Principal Executive Officer)




                                            30


                              Financial Statements
                        and Independent Auditors' Reports
                           MERIDIAN  HOLDINGS,  INC.
                  YEARS  ENDED  DECEMBER  31,  2002  AND  2001




























































                                            i

                             MERIDIAN HOLDINGS, INC.




                                TABLE OF CONTENTS
     Item                                                   Page Number
                                                      

INDEPENDENT  AUDITORS'  REPORTS                                F-1

AUDITED  FINANCIAL  STATEMENTS

     Consolidated  Balance  Sheets                             F-3

     Consolidated  Statements  of  Operations                  F-4

     Consolidated  Statements  of  Stockholders'  Equity       F-5

     Consolidated  Statements  of  Cash  Flows                 F-6

     Notes  to  Consolidated  Financial  Statements            F-7










































                                            F-1


                          INDEPENDENT AUDITORS' REPORT




To  the  Board  of  Directors
Meridian  Holdings,  Inc.

I  have   audited  the  accompanying  consolidated  balance  sheet  of  Meridian
Holdings,  Inc. as of December 31, 2002  and  2001 respectively, and the related
consolidated statements of  stockholders'  equity  and  cash  flows for the year
then ended.  These consolidated  financial  statements  are  the  responsibility
of  the Company's management.  My  responsibility  is  to  express an opinion on
these consolidated financial  statements  based  on  my  audit.

I  conducted my audit in accordance with auditing standards   generally accepted
in  the  United  States  of  America.  Those  standards require that I  plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  I  believe that  my
audit  provides  a  reasonable  basis  for  my  opinion.

In  my opinion, the consolidated financial statements referred  to above present
fairly,  in  all material respects, the financial position of Meridian Holdings,
Inc.  as  of  December 31, 2002 and 2001 respectively,  and the results of their
operations and their cash flows  for  the  year  then  ended, in conformity with
accounting principles generally  accepted  in  the  United  States  of  America.



Andrew M. Smith CPA
Long Beach,  California
March 27,  2003





























                                     F-2

                             Meridian Holdings, Inc.
                                 Balance Sheets






ASSETS
                                                                 As of December 31,
                                                                ----------------------
                                                                    2002           2001

                                                                 =======          ========
                                                                           
Current assets
Cash and cash equivalents                                       $23,040              $  7,219
     Restricted cash (Note 8)                                   400,993               331,232
Accounts receivable, net of allowance for doubtful accounts
of $179,813 and $146,151, respectively                        1,155,971             1,485,530
Other current assets                                              8,302                17,881
            Total current assets                                                    1,841,863

Fixed assets, net of accumulated depreciation (Note 4)          45,693                 37,870

Intellectual property, net of accumulated amortization of
$34,998 as of (Note 3)                                         315,002                   -
Investments (Notes 3 and 12)                                 3,911,511              3,803,691

       Total assets                                         $5,860,212            $ 5,683,424

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                                             $  282,726             $ 202,750
Accrued payroll and other                                       391,697               283,477
Reserve for incurred but not reported claims (Note 8)           265,958               144,025
Accrued interest (Note 11)                                                                  -
Line of credit (Note 5)                                          43,885                46,278
Current portion of long-term debt (Note 7)                       96,375                96,375
               Total current liabilities                      1,080,641               772,904

Loan from majority stockholder/officer (Note 11)                                            -

Long-term debt, net of current portion (Note  7)                335,530               422,530

                   Total liabilities                          1,417,171             1,195,434

Commitments and contingencies (Notes 5,6,9,10,11 and 14)

Stockholders' equity (Notes 2, 3, 10 and 14)
Common stock (100,000,000 shares authorized, par value
  $0.001; 93,706,485 and 93,956,485 shares issued and
  outstanding at December 31, 2002 and 2001, respectively)        93,706              93,706
Additional paid-in capital                                     4,947,424           4,947,424
Accumulated deficit                                             (597,089)           (553,140)

             Total stockholders' equity                        4,444,041           4,487,990

        Total liabilities and stockholders' equity             5,860,212         $ 5,683,424




See accompanying notes to consolidated financial statements.
                                     F-3


                                   Meridian Holdings, Inc.
                             Consolidated Statements of Operations




                                                        YEARS  ENDED  DECEMBER  31,
                                                        ---------------------------
                                                         2002                      2001
                                                       =======                =========
                                                                      

Revenues
   Capitation                                             $ 2,618,984          $ 2,808,028
   Related party fees (Note 3)                                                            -
   Other   sale of software (Note 10)                                               149,600
                                                           ---------             ----------
                                                                                  2,957,626

Cost of revenues                                            1,358,566               888,208
                                                            ---------               -------

                   Gross margin                             1,260,418             2,069,419
                                                            ---------             ---------
Operating expenses

     Research and development (Note 3)                                               80,833
     General and administrative                             1,370,449             1,961,653
                                                            ---------               -------
                                                            1,370,449             2,042,486
                                                            ---------               -------
                 Income (loss) from operations               (110,031)               26,933
                                                            ---------               -------
Other income and (expense)

      Equity interest in earnings of investment               107,520              (301,277)
      Other, net                                              (41,292)              263,090
                                                              -------              --------
                                                               66,228               (38,187)
                                                             --------             ---------
      Net income (loss)                                       (43,803)            $ (11,254)
                                                            =========            ==========
Net income (loss) per share:

       Basic and diluted                                    $(.0005)             $  (0.0001)
                                                           =========             ==========

       Weighted average shares outstanding                93,831,485             93,831,485
                                                          ===========            ==========










See accompanying notes to consolidated financial statements.




                                     F-4



Meridian  Holdings,  Inc.
Statements  of  Stockholders'  Equity
                             For  the  Years  Ended  December  31,
                                       2002  and  2001






                                                                    Common   Accumulated
                              Common Stock          Paid-in     Stock      Earnings
                               Shares     Amount      Capital     Subscribe  (Deficit)   Total
                             =========   ======      ========    ==========  ========   ======
                                                                 
Balances, January 1, 1999  1,950,000     $  1,950     $ 13,574  $(12,000)    $ -      $ 3,524

Common stock issued
for cash and services         562,500        563        18,187      -        -         18,750

Subscribed common
stock issued                  360,000        360         (360)   12,000     -          12,000
Common stock issued to
Stockholder                 75,000,000    75,000       51,922         -     -         526,922
   acquisition
Common stock issued to
an employee                    600,000       600       24,400         -     -          25,000
Common stock issued to
liquidate debt               3,000,000     3,000      497,000         -     -         500,000
Common stock issued
for equity investment       12,000,000    12,000    3,868,000         -     -       3,880,000
Net loss for the year               -         -            -         -     215,863)  (215,863)
                            ----------    ------    ----------    --------- --------  --------
Balances, December 31, 1999 93,472,500    93,473    4,872,723         -   (215,863) 4,750,333

Stock options exercised        406,000       406       67,994         -     -          68,400
Common stock issued
for services                    77,985        78        6,420         -     -           6,498

Dividends paid and
declared (Notes 2 and 3)            -        -            -         -     (428,578)  (428,578)

Net income for the year             -        -            -          -     102,555    102,555
                           -----------  ---------  ---------   ---------  --------  ----------
Balances, December 31, 2000 93,956,485   $ 93,957 $  4,947,137   $    -  $(541,886) $4,499,208

Net Income/(Loss)                                                         (11,254)    (11,254)
Shares Re-acquired          (250,000)     (250)          287                              37
                           -----------  ---------  ---------   ---------  --------  ----------
Balances, December 31, 2001 93,706,485   $ 93,707 $  4,947,424   $    -  $(553,140) $4,487,990

Net Income/(Loss)                                                          (43,803)   (43,803)
                           -----------  ---------  ---------   ---------  --------  ----------
Balance December 31, 2002   93,706,485   $ 93,707 $  4,947,424   $    -  $(597,089) $4,444,187
                           ==========   =========  =========== ========= =========  ==========







See accompanying notes to consolidated financial statements.
                                     F-5

                             Meridian Holdings, Inc.
                      Consolidated Statements of Cash Flows



                                                           Years Ended December 31,
                                                            ========================
                                                              2002            2001
                                                              ========         =========
                                                                        
Cash flows from operating activities
    Net income (loss)                                       $ (43,803)         $ (11,254)
    Adjustments to reconcile net income (loss) to net
       cash used in operating activities:
       Depreciation and amortization                           47,178                  -
       Allowance for doubtful accounts                                                 -
       Equity interest in earnings of investments            (107,520)           568,997
       Stock compensation                                                              -
       Income from extinguishment of debt                                     (3,054,535)
       Loss on abandonment of software                                         2,362,500
       (Increase) decrease in
       Restricted cash                                        (69,761)          (128,544)
       Accounts receivable                                    329,559             41,195
       Other current assets                                     9,579             (1,715)
       Increase(Decrease) in:
       Accounts payable                                        79,976           (168,719)
       Accrued payroll and other                              108,075           (177,136)
       Incurred but not reported reserve                      121,933            (58,665)
       Accrued interest                                        (2,393)                 -
                                                               --------           -------
Net cash used in operating activities                         427,823            (627,877)
                                                               ---------          -------
Cash flow from investing activities
      Acquisition of intellectual property                    (350,000)                 -
      Acquisition of fixed assets                              (20,002)            13,858
      Organization costs                                            -                   -
                                                               ---------        ---------
Net cash used in investing activities                         (370,002)            13,858
                                                              ----------        ---------
Cash flow from financing activities
     Common Stock                                                                     36
     Borrowings from majority stockholder / officer                              367,704
     Repayment of debt                                         (87,000)                -
     Repayment of line of credit                                                       -
     Borrowings on line of credit                                                      -
                                                              ----------       -----------
Net cash provided by financing activities                      (87,000)          367,740
                                                              ----------      -----------
    Increase (decrease)in cash and cash equivalents             15,821          (246,282)
Cash and cash equivalents, beginning of period                   7,219           253,501
                                                              ----------       ----------
Cash and cash equivalents, end of period                    $   23,040          $  7,219
                                                              ==========       ==========
Supplemental disclosure of cash flow information:

Cash paid during the year for:
     Interest                                               $  36,435          $   7,703
                                                             ==========        =========
     Income taxes                                           $     800          $     800
                                                             =========         =========
Supplemental disclosure of non-cash investing and financing activities:


          See accompanying notes to consolidated financial statements.

                                     F-6

                             MERIDIAN HOLDINGS, INC.

                   Notes to Consolidated Financial Statements

1.     Summary  of  Significant  Accounting  Policies

                              Nature of Operations

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

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

Cash And Cash Equivalents

The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents ( e.g. restricted cash).  From time
to time, the Company  maintains cash balances  with financial  institutions  in
excess of federally insured limits.

                                  Equity Method

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

                                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 31  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.  For  the  year  ended
December 31, 2002, approximately 99% of capitation  revenues  are  derived  from
two Los Angeles  county  managed  care plans. For  the  year  ended December 31,
2001,  approximately 95%  of  capitation  revenues  are  derived  from same Los
Angeles county managed care plans.



                                   F-7

                                Costs of Revenues

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

Fair  Value  of  Financial  Instruments  and  Concentration  of  Credit  Risk

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

Fixed  Assets  and  Depreciation

Property and equipment are stated at cost.  Acquisitions having a useful life in
excess of one year are capitalized and depreciated  over their estimated useful,
1    Summary  of  Significant  Accounting  Policies  (continued)

life  using  the  straight  line  method   (normally  5-7  years).  Repairs  and
maintenance are expensed in the year  incurred.

The  Company  provides for depreciation over estimated useful lives ranging from
three  to  five years, using the straight-line method.  Leaseholds are amortized
over the life of the related, noncancelable lease, or the related asset's useful
life,  whichever  is  shorter.  Repair  and maintenance expenditures that do not
significantly add to the value of the property, or prolong its life, are charged
to  expense,  as  incurred.  Gains  and  losses  on dispositions of property and
equipment  are  included  in  the  related  period's  statement  of  operations.

                         Research and Development Costs

Costs  incurred  in  the  Software research  and  development are  expensed  as
incurred

Long-Lived  Assets

The   Company  reviews   the  carrying  amount  of  its  long-lived  assets  and
identifiable  intangible  assets  for  possible  impairment  whenever  events or
changes in circumstances indicate that the carrying amount of the assets may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to  be  generated  by  the  asset.  If  such assets are considered impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount  of  the  assets  exceeds  the  fair  value  of the assets.  Assets to be
disposed of are reported at the lower of the carrying amount or fair value, less
costs to sell.

Earnings  Per  Share

Earnings  per  share is calculated pursuant to Statement of Financial Accounting
Standards  No.  128,  "Earnings  per  Share."  Basic  earnings per share ("EPS")
includes  no  dilution  and  is  computed by dividing income available to common
shareholders  by  the  weighted  average number of shares outstanding during the
period.  Diluted  earnings  per  share  reflects  the  potential  dilution  of
securities  that  could share in the earnings of the Company.

Accounting  for  Stock-based  Compensation

The  Company  adopted  SFAS  No. 123, "Accounting for Stock-based Compensation,"
which  establishes  financial accounting and reporting standards for stock-based
compensation.  SFAS  No.  123  generally  suggests,  but  does  not  require,
stock-based  employee  compensation  transactions  be accounted for based on the
fair  value  of  the  consideration  received,  or  the fair value of the equity
instruments  issued,  whichever  is more reliably measurable.  Companies that do
not  elect  to change their accounting for employee stock-based compensation are
                                   F-8

required  to  disclose the effect on net income as if the provisions of SFAS No.
123  were  followed.  The  Company  has  decided to retain the provisions of APB
Opinion No. 25, and related interpretations thereof, for recognizing stock-based
compensation  expense  for  employees,  which  includes  members of the board of
directors.  Non-employee  stock  compensation  is  recorded  at  fair  value  in
accordance  with  SFAS  No. 123.  There was no such compensation recorded during
the  periods  ended  December  31,  2002  and  2001.

Income  Taxes

The  Company  utilizes  the  liability  method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for  Income  Taxes."  Deferred  income  taxes  are  recognized  based  on  the
differences  between  financial  statement  and  income  tax bases of assets and
liabilities  using  the  enacted statutory rates in effect for the year in which
the  differences are expected to reverse.  Valuation allowances are established,
when  necessary,  to  reduce  deferred  tax  assets to the amount expected to be
realized.  The  provision  for  income  taxes represents the tax payable for the
period  and the change during the period in deferred tax assets and liabilities.

2.  Capitalization

The  Company  has  established one class of preferred stock, one class of common
stock  and  has  established  two  classes  of  warrants.  1,000,000  Class  "A"
Redeemable Common Stock Purchase Warrants have been established, exercising into
Common  Shares  at  an  exercise  price  of $3.00 per share. 1,000,000 Class "B"
Redeemable Common Stock Purchase Warrants have been established, exercising into
Common  Shares  at  an  exercise  price  of $4.50 per share.  There were no such
warrants  outstanding  as  of  December  31,  2002  and  2001.

In  April  2000, the board of directors approved the authorization of 20,000,000
shares  of  $0.001 par value preferred stock.  The preferred stock may be issued
from  time  to  time  in one or more series, and the board of directors, without
further  approval  of  the stockholders, is authorized to fix the dividend rates
and  terms,  conversion  rights,  voting  rights,  redemption  rights and terms,
liquidation  preferences,  and  any  other  rights, preferences, privileges, and
restriction  applicable  to each series of preferred stock.  There are no shares
of preferred stock outstanding, and no series of shares have yet been designated
as  of  December  31,  2002.

3.     Investments  and  Intellectual  Property:

During the second quarter of 2002, the Company purchased the intellectual
property rights to the source-code of ICE software from InterCare.com-DX, Inc.
In the amount of $325,000.

                                     Capnet

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

                                    InterCare.com-dx, Inc.

On  September  18,  1999, the Company acquired 51% of all the outstanding Common
Stock  of  InterCare in exchange for services and assumption of certain debts of
InterCare. During  fiscal  year  2000,  additional  stock  issued  by  InterCare
combined  with  a  dividend  distribution  by  the  Company  of  InterCare stock
resulted in a net decrease in the Company's ownership percentage to 32% at
December 31, 2000.  A dividend of approximately $160,800 was recorded reflecting
the  relative  net  book value of the Company's investment in InterCare that was
distributed.
                                       F-9

                                       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  $3,911,511 and $3,880,000 as  of  December  31,  2002
and 2001  respectively.  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
December  31,  2002.

4.    Property Plant & Equipments Fixed

Property  plant  and  equipment are stated at cost. Acquisitions having a useful
life  in  excess  of  one  (1)  year  are capitalized. Repairs  and  maintenance
are  expensed  in  the  year  incurred. Capital  assets  are  depreciated by the
straight-line   method   over   estimated  useful  lives  of the related assets,
normally five (5) to seven (7)years.

Property  and  equipment  consists  of the following as of December 31, 2002 and
2001 respectively and is summarized as follows:



                                                           2002            2001
                                                           =====            ====
                                                                   
Computer equipment                                        $ 78,130         $ 73,816
Leasehold improvements                                       6,500            6,500
Office furniture and fixtures                               36,603           36,603
Office equipment                                            36,325           36,325
Software                                                    25,803           22,389
Medical equipment                                            6,653            5,391
                                                           -------         --------
                                                           190,014          181,024
Less accumulated depreciation                             (144,321)        (132,141)
                                                          $ 45,693         $ 48,883

5.   Line of Credit

During  2001 and 2000, the Company had a $50,000 line of credit with a financial
institution.  Approximately  $44,000 and  $46,000  was  outstanding  under  this
facility as of December  31,  2002 and 2001, respectively. Related advances bear
interest  at 11%, and interest is payable  monthly.  The  line of credit expired
March 21, 2003,  and  has  been subsequently renewed through March 21, 2004.

6.   Lease Obligations

The Company's corporate offices are located at 900 Wilshire Boulevard, Suite 500
Los  Angeles, California 90017. The  lease expires  in May 2003 and provides the
option to  renew  for  one three-year term.  Monthly  rents range from $4,761 to
$5,186 per month.
In   addition,  the  Company  leases office space on a month-to-month basis. The
Company  also  entered  into  a  three-year vehicle lease agreement in September
1999. Monthly rents  on  these  leases  are  $1,560  and  $572,  respectively.

                                       F-10

The  following is a schedule of future minimum lease payments required under the
leases  described  above:




                    Years Ending
                     December 31,                     Amount

                                              

          2003                                         25,930
                                                   ----------
                                                   $   25,930
                                                   ==========


7.   Long-term  Debt

The  Company  has  various loans with financial institutions with interest rates
ranging  from  4%  to  15%  and  maturity  dates  ranging  from  2015  to  2024.

8.   Income  Taxes

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  used  for  income tax purposes

The  Company's  income  tax  provision for the years ended December 31, 2002 and
2001  are  not  significant  to  the Company's operations and have been included
within the general and administrative expenses in the accompanying statements of
operations.

At  December  31,  2002, a 100% valuation allowance had been provided on the net
deferred income tax assets, since the Company can not determine that it is "more
likely  than  not"  to  be  realized.

The loss for the current year of 2002 will expire in  2023. As  of December 2002
the company has no federal and state loss carry forward for federal and state
Income tax purposes.

9.    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.

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

10.   Stock Option Plan

In  January  2001,  the stockholders of the Company approved a stock option plan
for  the  directors of the Company (the "Plan").  The Plan provides for issuance
of up to 5,000,000 shares of its common stock.  Options to directors are granted
                                          F-11

based  on  attendance at board meetings.  At December 31, 2002, 3,500,000 shares
were  available  for  grant  under  the  terms  of  this  plan.

The  purchase price per share (the "Option Price") of the shares of Common Stock
underlying  each  Option  shall  be  not less than the fair market value of such
shares  on  the date of granting of the Option.  Such fair market value shall be
determined  by the Option Committee on the basis of reported closing sales price
on  such  date  or,  in the absence of reported sales price on such date, on the
basis  of the average of reported closing bid and asked prices on such date.  In
the absence of either reported sales price or reported bid and asked prices, the
Option  Committee  shall  determine  such  market value on the basis of the best
available  evidence.

Each  Option  shall be exercisable for the full number of shares of Common Stock
subject thereto, or any part thereof, in such installments and at such intervals
as the Option Committee may determine in granting such Option, provided that (i)
each  Option  shall  become  fully exercisable no later than five years from the
date the Option is granted, (ii) the number of shares of Common Stock subject to
each  Option  shall become exercisable at the rate of at least 20% per year each
year  until  the  Option  is  fully  exercisable,  and  (iii)  no  option may be
exercisable subsequent to its termination date.  Each Option shall terminate and
expire,  and shall no longer be subject to exercise, as the Option Committee May
determine  in  granting such Option, but in no event, later than ten years after
the  date  of  grant  thereof.

A  summary of the status of the Plan and changes during the years ended December
31  is  as  follows:



                                                 2002                    2001
                                                 =====                  =====
                                    Fixed Options                  Fixed Options
                                      Shares           Weighted        Shares     Weighted
                                                       Average                    Average
                                                        Price                      Price
                                      ========         ========       =======     ========
                                                                  
Outstanding at beginning of Year        1,500,000       $ 1.45       1,500,000    $ 1.45
          Granted                       1,500,000         0.46       1,500,000    $ 0.46
          Exercised                       (406,000)       0.17        (406,000)     0.17
          Forfeitures/Cancelled         (1,500,000)      (1.45)     (1,500,000)    (1.45)
                                         ----------         ------       ---------    ------
Outstanding at  end of the year          1,094,000      $ 0.57       1,094,000    $ 0.57
                                         ==========       ======       =========    =======
Exercisable at end of year               1,094,000      $ 0.57       1,094,000    $ 0.57
                                         ==========      ======       =========    =======
Weighted average fair value per Options
         Granted during the year                         $ 1.95                    $ 1.95



Grants  under  the  Company's  stock  option  plan  are  accounted for under the
provisions  of  APB Opinion No. 25 and related interpretations.  Accordingly, no
compensation  cost  has  been  recognized  for  grants  under  the  plan.










                                          F-12




                                 2002             1
                                 =====            =====
                                         
Net income (loss)
       As reported              $                 $  (11,254)
       Pro forma                                     (11,254)

The  pro  forma  effect  on  operations for 2002 of 2001 stock option grants was
offset  by  the  pro  forma  effect  of  options  forfeited  in  2001. No stock
option was exercised in 2002.

The  fair value of each grant is estimated at the grant date using the following
assumptions:  no  dividends  for  all years; risk-free interest rates of 5.1% in
2002  and  2001;  and  expected  lives  of  five  years  for  all  grants.

11.   Related  Party  Transactions

Under the terms of a Reseller Agreement entered into with InterCare in 2000, the
Company  receives  a  60%  royalty on the software sales generated by InterCare.

12.  Equity  Method  Investments

Summary  financial  information  for InterCare as of and for the two years ended
December  31, 2002 and 2001, is presented in  the following table.  The  amounts
shown represent  the  operating  results  and  financial  position based on U.S.
generally accepted accounting  principles.




                                                 2002                   2001
                                                (audited)               (audited)
                                                                
Current assets                                   $1,441,491              $ 1,441,888
Total assets                                      1,506,823                1,507,210
Current liabilities                               1,228,949                1,586,210
Total liabilities                                 1,284,749                1,633,010
Revenues                                            364,452                  334,199
Gross margin                                        364,452                 (361,228)
Net income (loss)                                   347,873                 (648,422)


Summary financial information for CGI as of and for the two years ended December
31,  2002 and 2001 respectively is  presented  in  the  following  table.



                              2002                      2001
                            (unaudited)             (unaudited)
                                         
Long-term assets             $ 5,273,128           $  5,273,128
Total assets                   5,273,128              5,273,128
Current liabilities            1,394,450              1,382,450
Total liabilities              1,394,450              1,382,450
Revenues                               -                      -
Gross margin                           -                      -
Net income (loss)                (12,000)                  (206)

The  differences  in the underlying net equity of the above-described investees
and the investment balances recorded at December 31, 2002 and 2001 respectively
are  a result of the initial acquisition accounting of the Company's percentage
interests.
                                          F-13

13     Legal  Proceedings

On  August  27,  2001,  the  Company  filed  a  Civil Complaint  for Damages and
Equitable Relief in  Superior Court  of  the State of California, for the County
of Los Angeles (Case  No.  BC  2566860),  styled  Meridian  Holdings, vs  Sirius
Technologies  of  America,  a  Delaware  Corporation;  Sirius   Computerized
Technologies  Ltd, an  Israeli  Corporation and DOES 1 through  500,  inclusive.
This lawsuit  is in connection to  the  recent cancellation by  the   registrant
of  the  purchase  of  the  intellectual property commonly known   as "Medmaster
Software"   including  the Source-Code  and  Subsystems of  Sirius  Computerized
Technologies Ltd. through the Israeli bankruptcy court.

The   registrant   seeks,  among    other  relief,  rescission  based  on fraud;
damages  for fraud; money  had  and  received;  rescission  based on  failure of
consideration;    damages    for   breach   of    written   contract;  negligent
misrepresentation;  conversion;  declaratory  relief;  preliminary and permanent
injunction  and  damages;  intentional  interference   with contract  and  other
economic relationship; and negligent interference  with  economic  relationship;
breach  of  fiduciary  duty.  As   of  this  filing,  no   responses  have  been
received from any of the named defendants.

On  July  19,  2001,  Ventures  &  Solutions,  LLC,  filed a lawsuit against the
Company, styled Ventures & Solutions, LLC, Plaintiff v. Meridian Holdings, Inc.,
Defendant,  Circuit Court of Alexandria, Virginia, Case No. C10517.  The company
was  served  with  a  copy  of  the  Complaint on August 6, 2001.  Plaintiff has
alleged that the company owes it approximately $29,000.00, pre and post judgment
interest, and attorneys' fees and  costs.  On August 22, 2001the  Company  filed
a response denying all allegations in the lawsuit. The case is pending trial.

Effective  October  17  2002,  Meridian Holdings, Inc., InterCare.com, Inc., and
Silicon Valley  Bank  reached  a  settlement  agreement  of  the  entire action,
including  the  registrant's  cross  complaint,  entitled  Silicon  Valley  Bank
Corporation .v. Meridian  Holdings, Inc., a Colorado  Corporation,InterCare.com,
Inc., a Nevada Corporation, Los Angeles  California,  Superior Court Case number
BC 259513.

The  salient  terms  of  the settlement  include  mutual  general releases  with
prejudice by all parties.

The   lawsuit,  as  well  as  the  cross-complaint,  resulted  from  the earlier
acquisition of the asset of Sirius  Computerized Technology of Israel, for which
Silicon  Valley Bank  claimed  that  said  asset was  pledged  as  collateral by
Sirius  et al  for a loan in the  amount of  $450,000. The company  had  earlier
abandoned the proposed asset purchase, and filed a lawsuit against Sirius et al,
as described above.

14. Stock Repurchase

On September 11, 2001, the registrant announced that it has  repurchased a total
of  250,000  shares  of  its  Common Stock from its shareholders. The registrant
has   93,706,485   shares   of  Common  Stock  issued  and   outstanding  as  of
December  31,  2002.







                                          F-14