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.
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(Name of Registrant As Specified In Its Charter)
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/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(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):
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(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:
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(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
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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
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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
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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
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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.
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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
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Anthony C. Dike, MD, Director
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