Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 17, 2004
Commission File Number: 0-30018
MERIDIAN HOLDINGS, INC.
(Exact name of registrants specified in its charter)
COLORADO 52-2133742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Wilshire Avenue, Suite 500
Los Angeles, California 90017
(213) 627-8878 Fax: (213) 627-9183
(Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
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ITEM 1. Changes in Control of Registrant Not Applicable
ITEM 2. Acquisition or Disposition of Assets Not Applicable
ITEM 3. Bankruptcy or Receivership Not Applicable
ITEM 4. Changes in Registrant's Certifying Accountant
Pursuant to Item 304 of Regulation S-K, the Company makes the following
representation:
(i) On December 17, 2004 the registrant appointed Madsen and Associates
CPA's Inc, as the Company's independent accountant for the fiscal year ended
December 31, 2003 and 2004 respectively. Subsequent to this development, the
accounting firm of Andrew M. Smith, CPA, was dismissed as a Certifying
Accountant for the Registrant for the fiscal year ended December 31, 2003
and 2004 respectively.
(ii) None of the prior certifying accountant's reports on the Company's
financial statements for the past two years contained an adverse opinion,
a qualification of an opinion, or was modified as to the uncertainty,
audit scope or accounting principles.
(iii) The appointment of Madsen and Associates, CPA's Inc. was recommended by
the board of directors, and is subject to a vote by the Company's shareholders
during the next shareholders meeting to be held during the first quarter of,
2005.
(iv) During the Company's most recent fiscal year and subsequent interim
period up to the date of the change in certifying accountant, there were
no disagreements with the accounting firm of Andrew M. Smith, CPA, on
any matter of accounting principle or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if any, not resolved
to the satisfaction of the accounting firm of Andrew M. Smith, CPA, would
have caused the accounting firm of Andrew M. Smith, CPA to make a reference
to the subject matter of the disagreement(s) in connection with his report.
(v) Effective December 17, 2004, the Company has appointed Madsen and
Associates CPA's Inc, with offices at 684 East Vine Street Suite 3 Murray, UT
84107, as certifying accountant for the company and its' predecessor
(vi) The Company did not consult with Madsen and Associates CPA's Inc with
regard to any matter concerning the application of accounting principles
to any specific transactions, either completed or proposed, or the type of
audit opinion that might be rendered with respect to the Company's
financial statements prior to his engagement.
(vii) The Company has requested that the accounting firm of Andrew M. Smith,
CPA review the disclosure in this report and that it has been given
the 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 filed as an exhibit to this Report.
ITEM 5. Other Materially Important Events Not Applicable
ITEM 6. Resignation of Registrant's Directors Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Not Applicable
ITEM 8: Change in Fiscal year Not Applicable
ITEM 9: Regulation FD Disclosure Not Applicable
EXHIBIT ITEM. DESCRIPTION
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Exhibit 99.1 - Acknowledgement letter to Commissioner from the Accounting
firm of Andrew M. Smith, CPA
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Meridian Holdings, Inc.
(Registrant)
Date: December 17, 2004 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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EXHIBIT 99.1
Acknowledgement letter to Commissioner from the Accounting firm
of Andrew M. Smith, CPA
Mr. Andrew M. Smith, CPA
3711 Long Beach Blvd, Suite 809,
Long Beach, California 90807
December 20 2004
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
I have been furnished with a copy of the response to Item 4 of Form 8-K
dated December 17, 2004 for the event that occurred on December 17, 2004 as
filed by our former client, Meridian Holdings, Inc. I agree with the
statements contained in paragraphs (i), (ii), (iv) and (vii) made in
response to that Item insofar as they relate to our firm.
Very truly yours,
/s/ Andrew M Smith
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Andrew M. Smith, CPA
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