Meridian Holdings Inc – ‘DEF 14C’ for 3/6/07

On:  Tuesday, 3/6/07, at 2:56pm ET   ·   Effective:  3/6/07   ·   For:  3/6/07   ·   Accession #:  1105944-7-6   ·   File #:  0-30018

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Information Statement03-06-2007                        8     30K 

DEF 14C
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SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 

Check  the  appropriate  box:                                                   

/ /  Preliminary Information Statement                                          

/ /  Confidential, for Use of the Commission Only (as permitted by Rule         
14c-5(d)(2))                                                          

/x /  Definitive Information Statement                                          

Meridian Holdings, Inc.     
--------------------------- 
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required                                                            

/ /  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11       

(1)  Title  of  each  class  of  securities  to  which  transaction   
applies:                                                    

  (2)  Aggregate  number  of  securities  to  which  transaction  applies:

     (3)  Per unit  price  or  other  underlying  value  of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
       filing  fee  is  calculated  and  state  how  it  was  determined):

(4)  Proposed  maximum  aggregate  value  of  transaction:            

(5)  Total  fee  paid:                                                

/ /  Fee paid previously with preliminary materials.                            

/ /  Check  box  if  any part of the fee is offset as provided by Exchange Act  
     Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
     paid  previously.  Identify  the  previous filing by registration statement
number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

(1)  Amount  Previously  Paid:                                        
(2)  Form,  Schedule  or  Registration  Statement  No.:               
(3)  Filing  Party:                                                   
(4)  Date  Filed:                                                     

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       Meridian Holdings, Inc.
6201 Bristol Parkway
       Culver City, California 90230

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
To be held on March 10, 2007    

To  the  stockholders  of  Meridian Holdings, Inc.                              

Notice is hereby given of a special meeting of shareholders of Meridian         
Holdings, Inc.  (the "Company" or "Meridian") to be held on March 10, 2007      
at 1 P.M. P.S.T. at the Company's office at 6201 Bristol Parkway, Culver City   
California for  the  following  purposes:                                       

1.   To ratify  the  appointment  of  Pollard-Kelly Auditing Services, Inc.,  as
     our Independent registered public accounting firm for the fiscal year ended
December 31,2006;  and                                                

2.   To transact such other business as may properly come before the Meeting and
any  adjournment  or  postponement  thereof.                          

    Common  stockholders  of record on the close  of business on, December 31,
2006 are entitled to notice of  the meeting. All stockholders are cordially     
invited to attend  the  meeting  in person , however the majority shareholder   
does not need your  vote  to  effect  the  changes  above.                      

                                   By  Order  of  the  Board  of  Directors,

                  /s/  Anthony C. Dike, MD
                   -------------------------
             Anthony C. Dike, MD
                            Chairman of the Board of Directors
March 3   ,  2007                                                               
---------                                                                       

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  Meridian Holdings,  Inc.
  6201 Bristol Parkway
 Culver City, California 90230

INFORMATION STATEMENT 
March 3, 2007       
-------         

     This  Information  Statement  is furnished by the Board of Directors of The
Meridian Holdings, Inc.. (the "Company" and "Meridian") to provide notice of a  
Special  Meeting  of  Stockholders  of  the  Company  which  will  be  held  on 
March 10,  2007  at 1 P.M.P.S.T. at the Company's corporate offices             
at  6201 Bristol Parkway, Culver City, California (the "Meeting").              

     The  record  date  for  determining  stockholders  entitled to receive this
Information  Statement  has  been  established  as  the  close  of  business  on
December 31, 2006 (the  "Record Date"). This Information Statement will be first
mailed  on or about March 5, 2007 to stockholders of record at the close of     
business on the Record Date. As of the Record Date, there were 18,120,200 shares
                                                       ---------
of the Company's Common Stock outstanding and 20,000,000 shares of the Company's
preferred  stock  outstanding.  The  holders of all outstanding shares of Common
Stock  are  entitled  to  one vote per share of Common Stock registered in their
names  on  the  books of the Company at the close of business on the Record Date

     The  presence  at  the  special meeting of the holders of a majority of the
outstanding  shares  of  stock  entitled  to  vote  at  the  special meeting are
necessary  to  constitute  a  quorum. The Board of Directors is not aware of any
matters  that  are  expected  to  come before the special meeting other than the
matters  referred  to  in  this  Information  Statement.                        

     The  matters  scheduled  to  come  before  the  special meeting require the
approval  of  a  majority  of  the  votes cast at the special meeting. Our Chief
Executive Officer and Director, Anthony C. Dike (our "Majority Shareholder"),   
beneficially  owned  12,343,756 shares  of  common  stock, or 68% of our        
      -----------                           ------
outstanding  common  stock  as of the Record Date, which allows him             
to  vote  in  aggregate  12,343,756 voting shares, based  on 18,120,200  total  
voting shares outstanding as of the Record Date, and will therefore be  able to 
approve the matters presented in this Information Statement. The Company is not 
soliciting your  vote as  the  Majority  Shareholder  already  has  the vote in 
hand.                                                                           

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT 
TO SEND US A PROXY. 

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         PROPOSAL NUMBER 1

PROPOSAL TO RATIFY THE REAPPOINTMENT  OF  POLLARD-KELLY AUDINTING SERVICES, INC.
AS  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS             

INFORMATION  REGARDING  OUR  CERTIFIED  PUBLIC  ACCOUNTANT                      

The Board of Directors has appointed the firm of POLLARD KELLY AUDITING SERVICES
as the independent registered public accounting firm of the Company for the     
year ending December  31,  2006, subject to ratification of the appointment by  
the Company's stockholders. A representative of Pollard-Kelly Auditing Services 
Inc., is not expected to attend the special  meeting.                           

Effective  November 8,  2006, the client auditor relationship between 
Meridian Holdings, Inc.. (the "Company") and Madsen Associates CPAs, Inc.,      
Certified Public  Accountants,  ("MADSEN")  ceased  as  the former accountant   
was dismissed. Effective November 8, 2006, the Company engaged Chang Park       
Certified  Public  Accountant ("Park")  as  its principal independent public    
Accountant for the quarter ended September 30, 2006, the later was not approved 
by the Majority Shareholder, and on March 3, 2007, the Board of Directors       
approved Pollard-Kelly Auditing Services Inc., as the Certified Public          
Accountants for the fiscal year ended December 31, 2006. The decision to change 
Accountants was recommended  and  approved by the Company's Board of Directors  
Effective March 3,  2007.                                                       

Madsens interim period reports on the financial statements of the     
Company,  including  the  interim  period  up  to  and  including  the  date the
relationship  with Madsen ceased, did not contain any adverse opinion or        
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope  or  accounting principles.                                               

     In connection with interim  period reports, including the interim period up
to  and  including the  date the relationship with  Madsen ceased, there were no
disagreements  between  Madsen  and the Company on a matter of accounting       
principles or practices, financial statement disclosure, or auditing scope  or  
procedure, which disagreement, if not resolved to the satisfaction of Madsen    
would have caused Madsen to make reference to the subject matter  of  the       
disagreement  in  connection  with  its report on the Company's financial       
statements.                                                                     

     There  have  been no reportable events as provided in Item 304(a)(iv)(B) of
Regulation  S-B  during  the  Company's  fiscal year ended December 31, 2006 and
December 31, 2005, and any later interim period, including the interim period up
to  and  including  the  date  the  relationship  with  Madsen                  
ceased.                                                                         

The Company has authorized Madsen to respond fully to                 
any inquiries of  any  new  auditors  hired by the Company relating to their    
engagement as the Company's  independent accountant. The Company has requested  
that Madsen review  the  disclosure  and  Madsen and has been provided an       
opportunity to furnish the Company with a letter addressed to the Commission    
containing any new information, clarification of the  Company's  expression of  
its views, or the respect in which it  does not agree with the statements made  
by the Company herein.  Such  letter  is  incorporated by reference to form 8k  
dated November 8, 2006.                                                         

The  Company  has not previously consulted with Pollard-Kelly Auditing
Services, Inc., regarding either (i)the application of accounting principles    
to a specific completed or contemplated transaction;  (ii) the  type  of  audit 
opinion  that might be rendered on the Company's financial statements; or       
(iii) a reportable event (as provided in Item 304(a)(iv)(B) of Regulation  S-B) 
during  the  Company's  fiscal  years ended December 31, 2006 and               
December 31, 2005, and any later interim period, including the  interim  period 
up  to and including the date the relationship with Madsen and ceased.          
Pollard-Kelly Auditing Services, Inc., has reviewed the disclosure              
required by Item 304 (a) before  it was filed with the Commission and has been  
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provided an opportunity to furnish the Company with a letter addressed to the   
Commission containing any new information, clarification  of  the  Company's    
expression of its views, or the respects  in which it does not agree with the   
statements made by the Company in response  to  Item  304.(b) Pollard-Kelly     
Auditing Services did not provide any letter to that effect.                    

REVIEW  OF  THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER  31,  2005                                                             

     The  Board  of  Directors  met and held discussions with management and the
independent  auditors. Management represented to the Board of Directors that the
Company's  consolidated  financial  statements  were prepared in accordance with
accounting  principles generally accepted in the United States, and the Board of
Directors  reviewed  and  discussed  the  consolidated financial statements with
management  and  the independent auditors. The Board of Directors also discussed
with  the independent auditors the matters required to be discussed by Statement
on  Auditing Standards No. 61 (Codification of Statements on Auditing Standards,
AU  380),  as  amended.                                                         

     In addition, the Board of Directors discussed with the independent auditors
the  auditors'  independence  from  the  Company  and  its  management,  and the
independent  auditors provided to the Board of Directors the written disclosures
and  letter  required  by  the  Independence  Standards  Board  Standard  No.  1
(Independence  Discussions  With  Audit  Committees).                           

   The  Board  of  Directors  discussed  with  the  Company's  internal  and
independent  auditors  the  overall scope and plans for their respective audits.
The  Board of Directors met with the internal and independent auditors, with and
without  management  present,  to discuss the results of their examinations, the
evaluation  of  the  Company's internal controls, and the overall quality of the
Company's  financial  reporting.                                                

     Based  on  the  reviews  and  discussions  referred  to above, the Board of
Directors approved the audited financial statements be included in the Company's
Annual  Report  on  Form 10-KSB for the year ended December 31, 2005, for filing
with  the  Securities  and  Exchange  Commission.                               

AUDIT  FEES                                                                     

     The  aggregate  fees  billed  by  our  auditors,  for professional services
rendered  for  the  audit  of  the Company's annual financial statements for the
years  ended  December  31,  2005 and 2004, and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB during the
fiscal  years  were  $10,500  and  $11,500,  respectively.                      

We estimate that  the  audit  fees to be  incurred by  us with  Pollard-Kelly   
Auditing Services, Inc., for  fiscal  2005 and  2006 audit  services  to        
be  approximately $10,000.                                                      

AUDIT-RELATED  FEES                                                             

     Our  independent registered public accounting firm did not bill the Company
for  any other audit-related work during fiscal years ended December 31, 2004 or
2005, and subsequent interim period in 2006.                                    

TAX  FEES                                                                       

     Our  independent registered public accounting firm did not bill the Company
for  tax  related  work  during  fiscal  years  ended December 31, 2005 or 2004 
and subsequent interim period in 2006.                                          

ALL  OTHER  FEES                                                                

    Our independent registered public accounting firm did not bill the Company
for  other  services  during  fiscal  years  ended  December  31,  2005 or 2004 
and subsequent interim period in 2006.                                          

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REQUIRED  VOTE                                                                  

The ratification of the appointment  of Pollard-Kelly Auditing Services,  
Inc., as the Company's independent registered accounting firm  for the          
Fiscal year ending December 31, 2006, requires the affirmative vote of the      
Holders of a majority of the shares of the Company's common stock. The          
Majority Shareholder will approve the appointment of Pollard-Kelly Auditing     
Services, Inc., at the meeting, and as a result, no other shareholder action    
is requested or  required.                                                      

THE  BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE             
RATIFICATION OF  THE  APPOINTMENT OF POLLARD-KELLY AUDITING SERVICES, INC. AS   
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING  FIRM  OF  THE  COMPANY FOR THE    
FISCAL YEAR ENDING DECEMBER 31, 2006.                                           

 [Remainder of page left intentionally blank.]

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PROPOSAL  NUMBER 2
OTHER  BUSINESS 

        The Board of Directors of the Company does not know of any other matters
that may be brought before the Meeting. However, should any  additional  matters
properly come before the meeting, it is the intention of the Majority           
Shareholder to  vote on such matters in accordance with their best judgment.    
..                                                                              

INTEREST OF CERTAIN PERSONS IN OR 
OPPOSITION TO MATTERS TO BE ACTED UPON

     (a)  No  officer or director of the Company has any substantial interest in
the  matters  to be acted upon, other than his role as an officer or director of
the  Company,  other  than  in  connection  with  the  granting of certain stock
options.                                                                        

     (b)  No director of the Company has informed the Company that he intends to
oppose  the action taken by the Company set forth in this information statement.

 PROPOSALS BY SECURITY HOLDERS

No  security  holder  has requested the Company to include any proposals in this
information statement.                                                          

 PROXY  SOLICITATION

We do not need your proxy. Please do not send any proxy, since the Majority     
Shareholder has the vote to approve all action contemplated at the shareholder  
meeting.                                                                        

  ADDITIONAL  INFORMATION  AVAILABLE

The  Company  files  an  Annual  Report  on  Form 10-KSB with the Securities and
Exchange   Commission.   Stockholders   may   obtain   a  copy  of  this  report
(without exhibits), without charge, by writing to Corporate Meridian Holdings,  
Inc. 6201 Bristol Parkway, Culver City, California 90230                        

BY  ORDER  OF  THE  BOARD  OF  DIRECTORS                                        

/s/  ANTHONY  C.  DIKE                                                          
----------------------                                                          
Anthony  C.  Dike,  MD,  Director                                               

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6                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		3/10/07		2		3
Filed on / Effective on / For Period End:		3/6/07
		3/5/07		3
		3/3/07		3		4
		12/31/06		2		6			NT 10-K
		11/8/06		4
		9/30/06		4
		12/31/05		4		5			10KSB,  10KSB/A,  NT 10-K
		12/31/04		5					10KSB,  10KSB/A,  NT 10-K,  PRE 14A
									List all Filings