As filed with the Securities and Exchange Commission on April 9, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                           MERIDIAN USA HOLDINGS, INC.
               (Exact name of registrant as specified in charter)

               Florida                                        65-0510294
        (State  of  Incorporation)                           (I.R.S.  Employer
                                                          Identification  No.)

                           MERIDIAN USA HOLDINGS, INC.
                             1356 N.W. Second Avenue
                            Boca Raton, Florida 33432
                                 (561) 417-6800
             (Address and Telephone Number, Including Area Code, of
         Registrant's Principal Executive Offices and Agent for Service)

                            1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                    Copy To:

                              Samuel Goldfarb, Esq.
                       Aronauer, Goldfarb, Sills & Re, LLP
                         444 Madison Avenue, 17th Floor
                            New York, New York 10022
                                 (212) 755-6000
                              ____________________
<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE



Title of Securities   Amount to be    Proposed Maximum   Proposed Maximum     Amount of
to be Registered      Registered        Offering Price     Aggregate         Registration
                                          Per Share       Offering Price         Fee
<S>                   <C>               <C>              <C>                 <C>

Common Stock,
$.001 par value       1,000,000 Shares  $1.515625(1)     $1,515,625          $378.91
===============       ================  ============     ==========          =======

</TABLE>


(1)  Calculated  pursuant to Rule 457(h) under the Securities Act of 1933, based
on  the  average of the high and low prices for the Common Stock, as reported on
the  OTC  Bulletin  Board  for  April  2,  2001.





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION*

*Information  required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I
of  Form  S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE

        The  following  documents  filed  by  Registrant with the Securities and
Exchange  Commission  (the  "Commission")  are incorporated by reference in this
registration  statement:

        (1)  Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2000;

        (2) Registrant's Current Report on Form 8-K filed with the Commission on
January  19,  2001;

        (3) All other reports previously filed by Registrant pursuant to Section
13(a)  or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"),
since  December  31,  2000;  and

        (4)  The  description  of  the Common Stock of Registrant contained in a
registration  statement filed on Form SB-2 under the Securities and Exchange Act
(the  "Exchange  Act"),  filed  on December 21, 2000, including any amendment or
report  filed  for  the  purpose  of  updating  such  description;

        In  addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be incorporated by reference in this registration statement and to be a part
hereof  from  the  date  of  filing  of  such  documents.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

        The Company's Articles of Incorporation and the Company's Bylaws provide
that  the  Company  may,  to  the fullest extent permitted by law, indemnify all
officers  and  directors  of  the  Company.

        Section  607.850(1) of the Florida Business Corporation Act (the "FBCA")
provides  that  a Florida corporation, such as the Company, shall have the power
to  indemnify  any person who was or is a party to any proceeding (other than an
action  by,  or in the right of, the corporation), by reason of the fact that he
is  or  was  a director, officer, employee, or agent of the corporation or is or
was  serving  at the request of the corporation as a director, officer, employee
or  agent  of  another  corporation, partnership, joint venture, trust, or other
enterprise  against  liability  incurred  in  connection  with  such proceeding,
including  any  appeal  thereof,  if  he  acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
corporation  and,  with  respect  to  any  criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful.

        Section  607.0850(2)  of  the  FBCA  provides that a Florida corporation
shall  have  the  power  to  indemnify  any person, who was or is a party to any
proceeding  by  or  in the right of the corporation to procure a judgment in its
favor  by  reason  of  the  fact  that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation  as  a director, officer, employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or other enterprise, against expenses and
amounts  paid  in  settlement  not  exceeding,  in  the judgment of the board of
directors,  the  estimated  expenses of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such  proceeding,  including  any appeal thereof.  Such indemnification shall be
authorized  if  such  person  acted  in good faith and in a manner he reasonably
believed  to  be  in,  or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any  claim, issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and  only  to  the  extent  that,  the  court in which such
proceeding  was  brought,  or  any  other court of competent jurisdiction, shall
determine  upon  application  that, despite the adjudication of liability but in
view  of  all  circumstances  of  the case, such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses which such court shall deem proper.


        Section  607.850  of  the  FBCA further provides that: (i) to the extent
that  a  director,  officer,  employee,  or  agent  of  a  corporation  has been
successful  on the merits or otherwise in defense of any claim, issue, or matter
therein,  he  shall  be  indemnified  against  expenses  actually and reasonably
incurred  by him in connection therewith; (ii) indemnification provided pursuant
to Section 607.0850 is not exclusive; and (iii) the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power  to  indemnify  him  against  such  liabilities  under  Section  607.0850.

        Notwithstanding  the  foregoing,  Section  607.0850 of the FBCA provides
that  indemnification  or  advancement  of  expenses  shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the  cause  of  action  so  adjudicated  and  constitute: (i) a violation of the
criminal  law,  unless  the director, officer, employee, or agent had reasonable
cause  to  believe  his conduct was lawful or had no reasonable cause to believe
his  conduct  was unlawful; (ii) a transaction from which the director, officer,
employee,  or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions  are  applicable;  or  (iv)  willful  misconduct  or  a  conscious
disregard for the best interests of the corporation in a proceeding by or in the
right  of  the corporation to procure a judgment in its favor or in a proceeding
by  or  in  the  right  of  a  shareholder.

        Section  607.0831  of  the  FBCA  provides  that a director of a Florida
corporation  is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporation  management  or  policy,  by  a  director,  unless: (i) the director
breached  or failed to perform his duties as a director; and (ii) the director's
breach  of,  or failure to perform, those duties constitutes: (A) a violation of
criminal  law,  unless  the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly  or indirectly; (C) a circumstance under which the liability provisions
regarding  unlawful  distributions  are applicable; (D) in a proceeding by or in
the  right of the corporation to procure a judgment in its favor or by or in the
right  of  a  shareholder,  conscious  disregard  for  the  best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone  other  than the corporation or a shareholder, recklessness or an act or
omission  which  was  committed  in  bad faith or with malicious purpose or in a
manner  exhibiting  wanton  and  willful  disregard  of  human rights, safety or
property.

        The  Company maintains a director and officer liability insurance policy
insuring  directors  and  officers  of  the Company against certain liabilities.

ITEM  8.  EXHIBITS

        See  Index  to  Exhibits  on  page  7.

ITEM  9.  UNDERTAKINGS

The  undersigned  Registrant  hereby  undertakes:

        1.  To  file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

            i.    To  include any prospectus required by section 10(a)(3) of the
Securities  Act  of  1933;

           ii.    To reflect in the prospectus any facts or events arising after
the  effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent  a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of securities offered would not
exceed  that which was registered) and any deviation from the low or high end of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume  and  price represent no more than 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement;

        iii.      To  include  any material information with respect to the plan
of  distribution  not  previously disclosed in the registration statement or any
material  change  to  such  information  in  the  registration  statement.

        2.  That,  for  the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.



        3.  To  remove  from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

        4.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrant's annual report pursuant to section 13(a)
or  section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

        5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in the opinion of the Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.


                                   SIGNATURES

        Pursuant  to  the  requirements  of  the  Securities Act, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Boca  Raton, State of Florida, on the 6th day of
April,  2001.


MERIDIAN  USA  HOLDINGS,  INC.
(Registrant)


By:/s/ Mark Streisfeld
   ----------------------------
   Mark  Streisfeld,  President


                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints ALAN POSNER his or her true and lawful attorney-in-fact and agent, with
full  power of substitution and resubstitution, for him or her and in his or her
name,  place  and stead, in any and all capacities, to sign and to file with the
Securities  and Exchange Commission and the securities regulatory authorities of
the  several  states  registration  statements,  amendments  or  post-effective
amendments or any and all other documents in connection therewith, in connection
with  the  registration  under  the  Securities  Act of 1933, as amended, or the
registration  or  qualification  under  any  applicable state securities laws or
regulations,  of  shares  of  common  stock,  $.001 par value, of the Registrant
issuable  pursuant  to the Registrant's 1999 Stock Incentive Plan, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done, as fully to all
intents  and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all  that said attorney-in-fact and agent, or his substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

        Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>


  SIGNATURE                     TITLE              DATE
  ---------                     -----              -----
<S>                             <C>                <C>

  /s/ Mark Streisfeld	     President and      April 6, 2001
  -------------------          Director
  Mark Streisfeld


  /s/ Alan Posner		     Chief Executive    April 6, 2001
  ---------------              Officer and Director
  Alan Posner


  /s/ Christopher A. Valleau  Senior Financial   April 6, 2001
  --------------------------  Officer and
  Christopher A. Valleau      Vice President - Finance

  /s/ Joel Flig		     Director          April 6, 2001
  --------------------------
  Joel Flig

  /s/ David Ravich	     Director          April 6, 2001
  --------------------------
  David Ravich

  _________________________    Director         __________, 2001
  Ronald Shapss

  _________________________     Director           __________, 2001
  Gene Kreuscher

</TABLE>
                                INDEX TO EXHIBITS
                                -----------------


EXHIBIT  NUMBER               DESCRIPTION
---------------               -----------

5.1                           Opinion  of  Counsel  regarding  legality.

23.1                          Consent  of Feldman Sherb & Co., P.C., independent
                              accountants.

23.2                          Consent  of  Radin,  Glass & Co., LLP, independent
                              accountants.

23.3                          Consent  of  Counsel  (included  in  Exhibit 5.1).

24                            Power  of  Attorney  (Contained  within  Signature
                              Page).

99.1                          Meridian  USA  Holdings, Inc. 1999 Stock Incentive
                              Plan.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18678}]
{"company-data": {"conformed-name": "MERIDIAN USA HOLDINGS INC", "cik": "0001093819", "assigned-sic": "2060", "irs-number": "650510294", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58580", "film-number": "1598565"}, "business-address": {"street1": "1356 NW 2ND AVE", "street2": "SUITE A-28", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "5614176800"}, "mail-address": {"street1": "1356 NW 2ND AVE", "street2": "SUITE A-28", "city": "BOCA RATON", "state": "FL", "zip": "33432"}, "former-company": {"former-conformed-name": "MERIDIAN HOLDINGS INC /FL", "date-changed": "19990825"}}
As filed with the Securities and Exchange Commission on April 9, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                           MERIDIAN USA HOLDINGS, INC.
               (Exact name of registrant as specified in charter)

               Florida                                        65-0510294
        (State  of  Incorporation)                           (I.R.S.  Employer
                                                          Identification  No.)

                           MERIDIAN USA HOLDINGS, INC.
                             1356 N.W. Second Avenue
                            Boca Raton, Florida 33432
                                 (561) 417-6800
             (Address and Telephone Number, Including Area Code, of
         Registrant's Principal Executive Offices and Agent for Service)

                            1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                    Copy To:

                              Samuel Goldfarb, Esq.
                       Aronauer, Goldfarb, Sills & Re, LLP
                         444 Madison Avenue, 17th Floor
                            New York, New York 10022
                                 (212) 755-6000
                              ____________________
CALCULATION OF REGISTRATION FEE

Title of Securities   Amount to be    Proposed Maximum   Proposed Maximum     Amount of
to be Registered      Registered        Offering Price     Aggregate         Registration
                                          Per Share       Offering Price         Fee
Common Stock,
$.001 par value       1,000,000 Shares  $1.515625(1)     $1,515,625          $378.91
===============       ================  ============     ==========          =======
(1)  Calculated  pursuant to Rule 457(h) under the Securities Act of 1933, based
on  the  average of the high and low prices for the Common Stock, as reported on
the  OTC  Bulletin  Board  for  April  2,  2001.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION*

*Information  required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I
of  Form  S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE

        The  following  documents  filed  by  Registrant with the Securities and
Exchange  Commission  (the  "Commission")  are incorporated by reference in this
registration  statement:

        (1)  Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2000;

        (2) Registrant's Current Report on Form 8-K filed with the Commission on
January  19,  2001;

        (3) All other reports previously filed by Registrant pursuant to Section
13(a)  or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"),
since  December  31,  2000;  and

        (4)  The  description  of  the Common Stock of Registrant contained in a
registration  statement filed on Form SB-2 under the Securities and Exchange Act
(the  "Exchange  Act"),  filed  on December 21, 2000, including any amendment or
report  filed  for  the  purpose  of  updating  such  description;

        In  addition, all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold  or which deregisters all securities then remaining unsold, shall be deemed
to  be incorporated by reference in this registration statement and to be a part
hereof  from  the  date  of  filing  of  such  documents.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

        The Company's Articles of Incorporation and the Company's Bylaws provide
that  the  Company  may,  to  the fullest extent permitted by law, indemnify all
officers  and  directors  of  the  Company.

        Section  607.850(1) of the Florida Business Corporation Act (the "FBCA")
provides  that  a Florida corporation, such as the Company, shall have the power
to  indemnify  any person who was or is a party to any proceeding (other than an
action  by,  or in the right of, the corporation), by reason of the fact that he
is  or  was  a director, officer, employee, or agent of the corporation or is or
was  serving  at the request of the corporation as a director, officer, employee
or  agent  of  another  corporation, partnership, joint venture, trust, or other
enterprise  against  liability  incurred  in  connection  with  such proceeding,
including  any  appeal  thereof,  if  he  acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
corporation  and,  with  respect  to  any  criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful.

        Section  607.0850(2)  of  the  FBCA  provides that a Florida corporation
shall  have  the  power  to  indemnify  any person, who was or is a party to any
proceeding  by  or  in the right of the corporation to procure a judgment in its
favor  by  reason  of  the  fact  that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation  as  a director, officer, employee, or agent of another corporation,
partnership,  joint  venture,  trust,  or other enterprise, against expenses and
amounts  paid  in  settlement  not  exceeding,  in  the judgment of the board of
directors,  the  estimated  expenses of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such  proceeding,  including  any appeal thereof.  Such indemnification shall be
authorized  if  such  person  acted  in good faith and in a manner he reasonably
believed  to  be  in,  or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any  claim, issue, or matter as to which such person shall have been adjudged to
be  liable  unless,  and  only  to  the  extent  that,  the  court in which such
proceeding  was  brought,  or  any  other court of competent jurisdiction, shall
determine  upon  application  that, despite the adjudication of liability but in
view  of  all  circumstances  of  the case, such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses which such court shall deem proper.

        Section  607.850  of  the  FBCA further provides that: (i) to the extent
that  a  director,  officer,  employee,  or  agent  of  a  corporation  has been
successful  on the merits or otherwise in defense of any claim, issue, or matter
therein,  he  shall  be  indemnified  against  expenses  actually and reasonably
incurred  by him in connection therewith; (ii) indemnification provided pursuant
to Section 607.0850 is not exclusive; and (iii) the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any  liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power  to  indemnify  him  against  such  liabilities  under  Section  607.0850.

        Notwithstanding  the  foregoing,  Section  607.0850 of the FBCA provides
that  indemnification  or  advancement  of  expenses  shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the  cause  of  action  so  adjudicated  and  constitute: (i) a violation of the
criminal  law,  unless  the director, officer, employee, or agent had reasonable
cause  to  believe  his conduct was lawful or had no reasonable cause to believe
his  conduct  was unlawful; (ii) a transaction from which the director, officer,
employee,  or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions  are  applicable;  or  (iv)  willful  misconduct  or  a  conscious
disregard for the best interests of the corporation in a proceeding by or in the
right  of  the corporation to procure a judgment in its favor or in a proceeding
by  or  in  the  right  of  a  shareholder.

        Section  607.0831  of  the  FBCA  provides  that a director of a Florida
corporation  is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporation  management  or  policy,  by  a  director,  unless: (i) the director
breached  or failed to perform his duties as a director; and (ii) the director's
breach  of,  or failure to perform, those duties constitutes: (A) a violation of
criminal  law,  unless  the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly  or indirectly; (C) a circumstance under which the liability provisions
regarding  unlawful  distributions  are applicable; (D) in a proceeding by or in
the  right of the corporation to procure a judgment in its favor or by or in the
right  of  a  shareholder,  conscious  disregard  for  the  best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone  other  than the corporation or a shareholder, recklessness or an act or
omission  which  was  committed  in  bad faith or with malicious purpose or in a
manner  exhibiting  wanton  and  willful  disregard  of  human rights, safety or
property.

        The  Company maintains a director and officer liability insurance policy
insuring  directors  and  officers  of  the Company against certain liabilities.

ITEM  8.  EXHIBITS

        See  Index  to  Exhibits  on  page  7.

ITEM  9.  UNDERTAKINGS

The  undersigned  Registrant  hereby  undertakes:

        1.  To  file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

            i.    To  include any prospectus required by section 10(a)(3) of the
Securities  Act  of  1933;

           ii.    To reflect in the prospectus any facts or events arising after
the  effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent  a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of securities offered would not
exceed  that which was registered) and any deviation from the low or high end of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume  and  price represent no more than 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement;

        iii.      To  include  any material information with respect to the plan
of  distribution  not  previously disclosed in the registration statement or any
material  change  to  such  information  in  the  registration  statement.

        2.  That,  for  the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

        3.  To  remove  from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

        4.  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrant's annual report pursuant to section 13(a)
or  section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each  filing  of  an  employee  benefit plan's annual report pursuant to section
15(d)  of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

        5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in the opinion of the Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

                                   SIGNATURES

        Pursuant  to  the  requirements  of  the  Securities Act, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Boca  Raton, State of Florida, on the 6th day of
April,  2001.

MERIDIAN  USA  HOLDINGS,  INC.
(Registrant)

By:/s/ Mark Streisfeld
   ----------------------------
   Mark  Streisfeld,  President

                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints ALAN POSNER his or her true and lawful attorney-in-fact and agent, with
full  power of substitution and resubstitution, for him or her and in his or her
name,  place  and stead, in any and all capacities, to sign and to file with the
Securities  and Exchange Commission and the securities regulatory authorities of
the  several  states  registration  statements,  amendments  or  post-effective
amendments or any and all other documents in connection therewith, in connection
with  the  registration  under  the  Securities  Act of 1933, as amended, or the
registration  or  qualification  under  any  applicable state securities laws or
regulations,  of  shares  of  common  stock,  $.001 par value, of the Registrant
issuable  pursuant  to the Registrant's 1999 Stock Incentive Plan, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done, as fully to all
intents  and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all  that said attorney-in-fact and agent, or his substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

        Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.
SIGNATURE                     TITLE              DATE
  ---------                     -----              -----
/s/ Mark Streisfeld	     President and      April 6, 2001
  -------------------          Director
  Mark Streisfeld

  /s/ Alan Posner		     Chief Executive    April 6, 2001
  ---------------              Officer and Director
  Alan Posner

  /s/ Christopher A. Valleau  Senior Financial   April 6, 2001
  --------------------------  Officer and
  Christopher A. Valleau      Vice President - Finance

  /s/ Joel Flig		     Director          April 6, 2001
  --------------------------
  Joel Flig

  /s/ David Ravich	     Director          April 6, 2001
  --------------------------
  David Ravich

  _________________________    Director         __________, 2001
  Ronald Shapss

  _________________________     Director           __________, 2001
  Gene Kreuscher
INDEX TO EXHIBITS
                                -----------------

EXHIBIT  NUMBER               DESCRIPTION
---------------               -----------

5.1                           Opinion  of  Counsel  regarding  legality.

23.1                          Consent  of Feldman Sherb & Co., P.C., independent
                              accountants.

23.2                          Consent  of  Radin,  Glass & Co., LLP, independent
                              accountants.

23.3                          Consent  of  Counsel  (included  in  Exhibit 5.1).

24                            Power  of  Attorney  (Contained  within  Signature
                              Page).

99.1                          Meridian  USA  Holdings, Inc. 1999 Stock Incentive
                              Plan.