SecProbe.io

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Meridian Holdings, Inc.

RE: Response to SEC Comments of July 21, 2005

This is a response to your comments dated July 21, 2005
regarding our 10KSB/A amendment No. 2 for 2004 year end.

Consolidated Financial Statements

Comment #1: Consolidated Statements of Operations

Response

The consolidated financial statement have been restated to remove
the judgment receivable from the finance because of issue
regarding gain contingency

Consolidated Statements of Cash Flows
Comment #2 : The issue regarding non-footing  of the December
31, 2004 Cash flow Statement

Response
This has been corrected in the current re-stated financials.

Comment #3: Issue regarding the current portion of long term
debt.

Response

This item has been corrected, with reclassification of the
liability section of the balance sheet

Notes to Consolidated Financial Statements
Note 1-Summary of Significant Accounting Policies

Equity Method, page F-7

Comment# 4
Issue regarding current ownership percentage of our investments in
CGI Communications Services, Inc.

Response

The financial statement has been corrected with inclusion of the loss
in equity investment in CGI Communications Services, Inc.

Note 8-Income Taxes, page F-10

Comment# 5

Response

The Company utilizes the liability method of accounting  for income taxes. Under
The liability method deferred tax assets and  liabilities are  determined  based
on the differences between financial reporting and the tax  bases  of the assets
and liabilities and are measured using the enacted tax  rates and laws that will
be in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefit will not be realized.

On December 31, 2004 and 2003, the Company had a net operating losses available
For carry forward of $981,035 and $458,808 respectively. The tax benefit  of
This loss carryforward has been fully offset by a valuation reserve because the
use to the tax benefit is undetermined since there is no reasonable method to
determine the usage of this carryforward in the future. The loss carryforward
will start to expire in 2018.

Note 10-Stock Option Plan, Page F-11

Comment #6 and 7

Response

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
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. During  the second quarter of 2004, the company
issued 5,000,000 shares of  its common stock to its',  employees  and  directors
as par the  incentive stock option plan, for non cash consideration.

This has been included in the finance as a non-cash transaction.

Proforma disclosure  of  the  effect  of  accounting  for  stock options under
Statement of Financial Accounting Standard  (FAS 123) is required. The Company
accounts for its stock options in  accordance  with  APB 25  " Accounting  for
Stock Issued to Employees". Under APB 25, no compensation is  recognized  when
the exercise price of employee options is equal to the fair  market  value  of
the underlying stock on the date of the grant. For each of the Company's stock
options the exercise price was equal to the estimated fair market value of the
shares at the date of grant.

The summary table have been updated to reflect this transaction. Please see
Page F-11.

Item 8a. Control and Procedures, Page 13

Comments # 8,9, 10 and 11

Response
This sections have been corrected and now reads as follows:
"As required by Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange  Act" ), the Company carried out an evaluation under  the
Supervision and with the participation  of  the  Company's management, including
the Chief Executive Officer  and President and the Principal  Financial Officer,
of the effectiveness  of  the Company's disclosure controls and procedures as of
the end of this reporting period.  In  designing  and evaluating  the  Company's
disclosure  controls and  procedures,  the  Company and its management recognize
that  there  are  inherent  limitations  to  the  effectiveness of any system of
disclosure  controls and  procedures,  including the possibility of  human error
and  the  circumvention  or  overriding  of  the  controls  and  procedures.
Accordingly,  even  effective  disclosure  controls  and   procedures  can  only
provide reasonable assurance of  achieving  their  desired  control  objectives.
Additionally, in evaluating and implementing possible controls  and  procedures,
the Company's management was required  to  apply  its reasonable judgment. Based
upon the required evaluation,  the  Management  concluded  that  as of March 31,
2005,  the   Company's   disclosure   controls  and  procedures  were  effective
(at  the  "reasonable  assurance"  level  mentioned  above)   to   ensure   that
information  required to be  disclosed  by the Company in  the  reports it files
or submits  under  the Exchange  Act  is  recorded,  processed,  summarized  and
reported  within  the  time  periods  specified  in  the Securities and Exchange
Commission's rules and forms.

From  time  to  time,  the  Company  and  its management have conducted and will
continue  to  conduct  further  reviews  and,  from  time  to  time put in place
additional  documentation,  of the Company's disclosure controls and procedures,
as  well  as its internal control over financial reporting. The Company may from
time to  time  make  changes  aimed at enhancing their effectiveness, as well as
changes  aimed  at ensuring that the Company's systems evolve with, and meet the
needs of, the Company's business. These changes may include changes necessary or
desirable  to  address  recommendations of the Company's management, its counsel
and/or  its  independent   auditors,   including   any  recommendations  of  its
independent  auditors  arising  out of their audits and reviews of the Company's
financial  statements. These  changes  may include changes to the Company's own
systems,  as well as to the systems of businesses that the Company has acquired
or that the Company may acquire in the future and will, if made, be intended to
enhance the effectiveness of the Company's controls and procedures. The Company
is  also  continually  striving  to  improve  its  management  and  operational
efficiency  and  the  Company expects that its efforts in that regard will from
time  to  time  directly or indirectly affect the Company's disclosure controls
and  procedures,  as  well  as  the  Company's  internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls as of
December 31, 2004. "

Comments Number 3b: Issue regarding an explanatory note.

Response
There is an explanatory note included with the amendment number 2, on the index
page.

Furthermore, the Company is responsible  for the adequacy and accuracy of  the
disclosure in the filings and will not assert staff  comments as a  defense in
any  proceedings initiated by the Commission or any person  under the federal
securities  laws  of  the  United  States. Staff  comments  or  changes  to
disclosure in response to staff comments do not foreclose the Commission  from
taking  any actions  with  respect  to  the filings.

Respectfully submitted

/s/ Anthony C. Dike
---------------------
Chairman and CEO
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