Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
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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SECTION 1. Registrant's Business and Operations Not Applicable
SECTION 2. Financial Information Not Applicable
SECTION 3. Securities and Trading Markets Not Applicable
SECTION 4. Matters Relating to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
Pursuant to Item 304 of Regulation S-B, the Company makes the following
representation:
(a) On December 16, 2004, our Board of Directors was informed by our Audit
Committee, that our accountant was not a registered certified public accountant
as required by Sarbanes Oxley Act of 2002 for auditing of public companies,
prior to his audit of the Company's 2003 financials, and the review of
subsequent interim period financial statements. The Audit Committee therefore
unanimously agreed to replace Andrew M. Smith, CPA as the Company's
Independent Public Accounting Firm effective immediately.
On December 17, 2004 the Board of Directors approved the engagement of
Madsen and Associates CPA's Inc., as the Company's independent public
accountant for the fiscal years ended December 31, 2003 and 2004, respectively.
(b) Andrew M. Smith, CPA, was notified of his dismissal on December 17, 2004.
(c) 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 or disclaimer of an opinion, or was modified as to uncertainty,
audit scope or accounting principles.
(d) During the Company's the most recent two fiscal years 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 reports.
(e) 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.
(f) 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 their engagement.
(g) The Company has requested that the accounting firm of Andrew M. Smith,
CPA review the disclosure in this amended 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.
(h) An amended 10-KSB for 2003 and subsequent interim periods, is currently
being prepared and will be filed by the Company as soon as it is made available
by its new registered certifying public accountant, Madsen and Associates
CPA's Inc.
SECTION 5. Corporate governance and Management Not Applicable
SECTION 6. Reserved Not Applicable
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SECTION 7. Regulation FD Not Applicable
SECTION 8: Other Events Not Applicable
SECTION 9: Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c. Exhibits
EXHIBIT ITEM. DESCRIPTION
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Exhibit 16.1 - Acknowledgement letter to Commissioner from the Accounting
firm of Andrew M. Smith, CPA
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 24, 2004 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)
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EXHIBIT 16.1
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 24 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 Section 4,
Item 4.01 of Form 8-K/A dated December 24, 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 (a), (b), (c), (d), (e), (f), and (g) 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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