MERIDIAN USA HOLDINGS INC
DEF 14A, 2000-07-21
SUGAR & CONFECTIONERY PRODUCTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                 Exchange Act of 1934 (Amendment No.           )

Filed  by  the  Registrant  [ X ]
Filed  by  a  Party  other  than  the  Registrant  [  ]

Check  the  appropriate  box:

[   ]   Preliminary  Proxy  Statement          [ ] CONFIDENTIAL, FOR USE OF
[ X ]   Definitive  Proxy Statement                THE COMMISSION ONLY (AS
[   ]   Definitive  Additional  Materials          PERMITTED BY  RULE
[   ]   Soliciting  Material  Pursuant  to         14A-6(E)(2)
        Rule  14a-11(c)or  Rule  14a-12

                           MERIDIAN USA HOLDINGS, INC.
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                (Name of Registrant as specified in its charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment  of  Filing  Fee  (Check  the  appropriate  box):

[ X ]    No  fee  required.
[  ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1)     Title  of  each  class  of  securities to which transaction applies:

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     2)     Aggregate  number  of  securities  to  which  transaction  applies:

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     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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     4)     Proposed  maximum  aggregate  value  of  transaction:

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     5)     Total  fee  paid:

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[  ]  Fee  paid  previously  with  preliminary  materials:

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[  ]  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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     2)     Form,  Schedule  or  Registration  Statement  No.:

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     3)     Filing  Party:

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     4)     Date  Filed:

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                                       1
<PAGE>
                           MERIDIAN USA HOLDINGS, INC.
                              3350 N.W. 2ND AVENUE
                                   SUITE A-28
                              BOCA RATON, FL 33431

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON AUGUST 17, 2000

          The  Annual Meeting of Shareholders (the "Annual Meeting") of Meridian
USA  Holdings,  Inc.  (the  "Company")  will  be held at the Sheraton Boca Raton
Hotel,  2000 N.W. 19th Street, Boca Raton, Florida at 12:00 p.m., local time, on
Thursday  August  17,  2000,  for  the  following  purposes:

1.     To  elect  six  (6)  directors,  each  for  a  term  of  one  year  and
       until  their  respective  successors  are  duly  elected  and
       qualified;

2.     To  consider  and  act  upon a proposal to amend the Company's 1999 Stock
       Incentive  Plan  to  increase the total number of options available for
       Issuance thereunder  to  1,000,000;

3.     To  consider and act upon a proposal to increase the number of authorized
       shares  of  Common  Stock,  par  value  $.001,  from  20,000,000  to
       40,000,000;

4.     To  consider  and  act  upon a proposal to ratify the Board of Directors'
       selection  of  Feldman,  Sherb, Horowitz & Co., P.C. as independent
       auditors for the  Company  for  the  fiscal  year  ending  December  31,
       2000;  and

5.     To  transact  such  other business as properly may come before the Annual
       Meeting  or  any  postponement  or  adjournment  or  adjournments
       thereof.

       The  Board of Directors of the Company has fixed the close of business
on  July  6,  2000  as  the record date for determining shareholders entitled to
notice  of, and to vote at, the Annual Meeting.  It is expected that this Notice
of  Annual  Meeting of Shareholders and the accompanying proxy materials will be
mailed  or  delivered  to  shareholders  commencing  on  or about July 21, 2000.

       Regardless  of  whether  you  expect  to  attend the Annual Meeting in
person, you are requested to complete, date and sign the enclosed proxy form and
return  it at your earliest convenience to the Company in the enclosed envelope.
No  postage  need be affixed if the envelope is mailed in the United States.  If
you attend the meeting in person, you may revoke your proxy and vote your shares
in  person.

                               By  order  of  the  Board  of Directors

                                /s/ Alan Posner
                               ALAN  POSNER,  Secretary
July  21,  2000

        PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY AND SIGN AND RETURN
YOUR PROXY FORM PROMPTLY.  YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER
OF  SHARES  THAT  YOU  OWN.

                                        2
<PAGE>

                           MERIDIAN USA HOLDINGS, INC.
                              3350 N.W. 2ND AVENUE
                                   SUITE A-28
                              BOCA RATON, FL 33431

                                 PROXY STATEMENT

          The  enclosed proxy is solicited by the Board of Directors (the "Board
of  Directors")  of  Meridian  USA  Holdings,  Inc.,  a Florida corporation (the
"Company"),  in connection with the annual meeting of the Company's shareholders
to  be held at the Sheraton Boca Raton Hotel, 2000 N.W. 19th Street, Boca Raton,
Florida  at  12:00  p.m.,  local  time,  on  Thursday,  August  17, 2000, or any
postponement or adjournment or adjournments thereof (the "Annual Meeting").  The
Company's principal executive offices are located at 3350 N.W. 2nd Avenue, Suite
A28,  Boca Raton, Florida 33431.  The Company's telephone number at that address
is  (561)  417-6800.


                               GENERAL INFORMATION

          The  Company's  common  stock,  par value $.001 per share (the "Common
Stock"),  is  the  only class of security that is entitled to vote at the Annual
Meeting.  The  Board of Directors has fixed July 6, 2000 as the record date (the
"Record  Date") for determining those shareholders entitled to notice of, and to
vote  at,  the  Annual  Meeting.  On July 6, 2000 there were 6,193,199 shares of
Common  Stock  outstanding.  It  is  expected  that  this  Proxy  Statement, the
attached  Notice  of  Annual  Meeting  of Shareholders, the accompanying form of
proxy  and  the  Company's  Annual Report for the fiscal year ended December 31,
1999  (the  "Annual  Report")  will first be mailed or delivered to shareholders
commencing  on  or  about  July  21,  2000.

          Each  share  of  Common  Stock entitles the holder to one vote on each
matter  to  come  before  the  Annual  Meeting.  The  Company's  Certificate  of
Incorporation  does  not  authorize  cumulative  voting.  A  quorum  of  the
shareholders  is  required  at  the  Annual Meeting for the shareholders to take
action  effectively  with  respect  to  the  proposals  described  in this Proxy
Statement  or  to transact effectively any other business at the Annual Meeting.
A  quorum  of  the  shareholders  will  be  present at the Annual Meeting if the
holders of at least a majority of the outstanding shares of the Common Stock are
present  either  in  person  or  by proxy.  Therefore, shareholders are urged to
complete  and return the enclosed proxy card whether or not they are planning to
attend  the  Annual  Meeting.

          If  voting  by  proxy  with  respect  to  the  election  of directors,
shareholders  may  vote in favor of all nominees, withhold their votes as to all
nominees  or withhold their votes as to specific nominees.  With respect to each
other  proposal  that  comes  before  the  shareholders  at  the Annual Meeting,
shareholders  may  vote  FOR  the proposal, vote AGAINST the proposal or ABSTAIN
from  voting  with  respect to the proposal.  Assuming a quorum is present:  (i)
the affirmative vote by the holders of a plurality of the shares of Common Stock
represented  at  the Annual Meeting and entitled to vote will be required to act
with  respect  to  the election of directors; and (ii) the affirmative vote of a
majority  of  the  shares  of Common Stock represented at the Annual Meeting and
entitled to vote will be required to act on all other proposals that come before
the  Annual  Meeting.  Abstentions  and broker non-votes will be included in the
determination of the number of shares of Common Stock present at the meeting for
quorum purposes.  Abstentions and broker non-votes will not be counted, however,
in  the  tabulations  of  votes  cast  on  proposals  presented to shareholders.

                                        3
<PAGE>

          A  proxy,  in  the accompanying form, which is properly executed, duly
returned  to  the  Company  and not revoked will be voted in accordance with the
instructions  contained  thereon.  If  no specific instructions are indicated on
the  proxy,  (a)  the  shares  represented  thereby  will be voted FOR:  (i) the
election  of the persons nominated herein as directors; (ii) the ratification of
the  proposed  amendment to the 1999 Stock Option Plan to increase the aggregate
number  of shares issuable thereunder to 1,000,000 shares of Common Stock; (iii)
the  ratification  of  the  proposal  to  amend the Articles of Incorporation to
increase  the number of authorized shares of Common Stock, par value $.001, from
20,000,000  to 40,000,000;  and (iv) the ratification of the Board of Directors'
selection  of  Feldman, Sherb, Horowitz & Co., P.C. as the Company's independent
auditors  for  the  fiscal year ending December 31, 2000; and (b) the proxy will
authorize the shares represented thereby to be voted upon such other business as
properly  may come before the Annual Meeting, as determined, with respect to any
such event, by the persons named in the accompanying form of proxy in accordance
with  their  best  judgment.

          Each member of the Board of Directors has indicated that he intends to
vote  FOR:  (i)  the election of the persons nominated herein as directors; (ii)
the  ratification  of the proposed amendment to the 1999 Stock Incentive Plan to
increase  the aggregate number of shares issuable thereunder to 1,000,000 shares
of Common Stock; (iii) the ratification of the proposal to amend the Articles of
Incorporation  to  increase the number of authorized shares of Common Stock, par
value  $.001,  from  20,000,000 to 40,000,000;  and (iv) the ratification of the
Board  of  Director's  selection of  Feldman, Sherb, Horowitz & Co., Inc. as the
Company's  independent  auditors  for  the fiscal year ending December 31, 2000.

          If  a  quorum  is  not  present at the time that the Annual Meeting is
convened,  or  if  for  any  other  reason  the Board of Directors believes that
additional  time  should be allowed for the solicitation of proxies, the Company
may  postpone  or  adjourn  the  Annual  Meeting  with  or without a vote of the
shareholders.  If the Company proposes to postpone or adjourn the Annual Meeting
by  a  vote  of  the shareholders, the persons named in the accompanying form of
proxy  will vote all shares of Common Stock for which they have voting authority
in  favor  of  such  postponement  or  adjournment,  as  the  case  may  be.

          Each  proxy  granted  may  be revoked by the person granting it at any
time:  (i)  by  giving  written  notice  to  such effect to the Secretary of the
Company;  (ii)  by  execution  and  delivery of a proxy bearing a later date or;
(iii) by attendance and voting in person at the Annual Meeting; except as to any
matter  upon which, prior to such revocation, a vote shall have been cast at the
Annual  Meeting  pursuant  to  the  authority conferred by such proxy.  The mere
presence  at  the  Annual Meeting of a person appointing a proxy does not revoke
the  appointment.

          The  Company  will bear the cost of the Annual Meeting and the cost of
soliciting  these  proxies,  including the cost of preparing, printing, handling
and  mailing  the  proxy  materials.  The Company will request brokerage houses,
banking  institutions  and other custodians, nominees and fiduciaries to forward
the  proxy materials to beneficial owners of the shares of Common Stock and will
reimburse  them  for their reasonable expenses incurred in connection therewith.

          In  addition  to  solicitation  by  mail, certain officers, directors,
regular  employees  and other representatives of the Company may solicit proxies
by  telephone, facsimile, in person or otherwise.  These persons will receive no
extra  compensation  for  such  services.

                                        4
<PAGE>

          No  person  is  authorized  to  give  any  information  or to make any
representation  not  contained  in  this Proxy Statement, and, if given or made,
such  information  or  representation  should  not be relied upon as having been
authorized.  This  Proxy  Statement  does  not  constitute the solicitation of a
proxy from any person in any jurisdiction with respect to whom it is unlawful to
make  such  proxy solicitation in such jurisdiction.  The delivery of this Proxy
Statement  shall not, under any circumstances, imply that there has not been any
change  in  the  information  set  forth  herein  since  the  date of this Proxy
Statement.


                                        5
<PAGE>

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

          The following table provides information as of June 27, 2000 as to the
ownership  of  Common  Stock by:  (i) each person known by the Company to be the
beneficial  owner of ten percent or more of the Common Stock; (ii) each director
and  nominee  for  election  as  a  director  of  the Company; (iii) each of the
Company's  executive  officers; and (iv) all directors, nominees for election as
director  and  executive  officers  of  the  Company  as  a  group:

<TABLE>
<CAPTION>
                     Percent of                                  Shares of Common
                     Number of Shares of        Common Stock     Stock Obtainable
Name of              Common Stock                Beneficially    Under Stock Options        Exercise Price of
Shareholder          Beneficially Owned(1)         Owned         Currently Outstanding(2)     Stock Options
------------          ---------------------     -------------     ---------------------     ------------------

<S>                          <C>                        <C>                  <C>                     <C>
Alan Posner(4)                1,112,7915                19.4%                50,000                  $1.00
Mark Streisfeld(6)            1,112,7917                19.4%                50,000                  $1.00
Paul Galant(8)                   330,000                 5.8%                25,000                  $1.00
Joel Flig(9)                           -                   -                  5,000                  $1.00
Ronald Shapss(10)                220,972                 3.9%                50,000                  $1.00
David Ravich(11)                       -                   -                      -                      -
All Directors (including nominees)
and Executive Officers as a group
(six (6) persons)              2,776,554                48.5%               180,000
</TABLE>

(1)     Certain  of  the  shares  shown in this table are shares as to which the
        persons  named  in this table have the right to acquire beneficial
        ownership, as specified  in Rule 13d-3(d)(1) promulgated under the
        Securities and Exchange Act of  1934,  as  amended  (the  "Exchange
        Act").
(2)     Unless  otherwise  indicated, the persons or entities identified in this
        table  have sole voting and investment power with respect to all shares
        shown as beneficially  held by them, subject to community property laws
        where applicable.
(3)     All  Stock  Options  expire  on  May  1,  2010.
(4)     The address for Mr. Posner is c/o Meridian USA Holdings, Inc., 3350 N.W.
        2nd  Avenue,  Suite  A-28,  Boca  Raton,  FL  33431.
(5)     Excludes 577,500 shares of Common Stock which are issuable to Mr. Posner
        upon  conversion  of  his  1,750  shares  of  Series I Preferred Stock.
(6)     The  address for Mr. Streisfeld is c/o Meridian USA Holdings, Inc., 3350
        N.W.  2nd  Avenue,  Suite  A-28,  Boca  Raton,  FL  33431.
(7)     Excludes  577,500  shares  of  Common  Stock  which  are issuable to Mr.
        Streisfeld  upon  conversion  of  his 1,750 shares of Series I Preferred
        Stock.
(8)     The  address  for  Mr.  Galant  is 470 N.E. 25th Terrace, Boca Raton, FL
        33431.
(9)     The  address  for  Mr. Flig is 160 East 61st Street, New York, NY 10021.
(10)    The address for Mr. Shapss is 75 Montebello Road, Suffern, NY 10901-
        3746.
(11)    The  address  for Mr. Ravich is 3827 Red Maple Circle, Delray Beach,
        Florida 33445.


                                        6
<PAGE>
             DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES


          The  following  table  sets  forth  certain  information regarding the
Company's  directors,  executive officers and nominees for election to the Board
of  Directors.

NAME                    AGE     POSITION


Alan  Posner            54          Chief  Executive  Officer,  Chief
                                    Financial  Officer,  Secretary
                                    and  Director

Mark  Streisfeld        49          President,  Director

Steven  Kreuscher                   Vice  President,  Sales

Joel  Flig1,(2)         46          Nominee  for  Director

Paul  M.  Galant(1)     58          Director

David  Ravich           71          Director

Ronald  Shapss(2)       53          Director

____________________
(1)   Member  of  Audit  Committee
(2)   Member  of  Compensation  Committee

          Directors  of the Company are elected annually to serve until the next
annual meeting of shareholders and until their successors have been duly elected
and qualified.  Executive officers are appointed by, and serve at the discretion
of,  the Board of Directors for a term beginning after the first regular meeting
of the Board of Directors following the annual meeting of shareholders and until
their  respective  successors  are  duly  appointed  and  qualified.

          During  the  fiscal  year  ended  December 31, 1999, there was one (1)
meeting  of  the  Board  of  Directors,  which  each  director  attended.

          Audit  Committee.  The  Audit  Committee was created in May 2000, with
the  responsibility of  recommending to the Board of Directors the auditing firm
to  be  selected  each  year  as independent auditors of the Company's financial
statements and to perform services related to the completion of such audit.  The
Audit  Committee  also  has  responsibility  for:  (i)  reviewing  the scope and
results of the audit with the independent auditors; (ii) reviewing the Company's
financial  condition  and  results  of  operations  with  management  and  the
independent  auditors;  (iii) considering the adequacy of the Company's internal
accounting and control procedures; and (iv) reviewing any non-audit services and
special  engagements to be performed by the independent auditors and considering
the  effect  of  such  performance on the auditors' independence.  The Committee
currently  consists  of  Messrs.  Flig  and  Galant.

                                        7
<PAGE>

          Compensation Committee.  The Compensation Committee was created in May
2000,  with  responsibility for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the  Internal Revenue Code and such other executives as the Company's management
may  deem appropriate.  The Committee also has responsibility for administration
of  the 1999 Stock Incentive Plan and compensation intended as performance-based
compensation  under  the Code.  The Committee also has the responsibility to fix
all  salaries, grant all stock options and approve all employment agreements for
executives  who  are, or are expected to become, subject to Section 162(m).  The
Committee  currently  consists  of  Messrs.  Flig  and  Shapss.

          Certain  information  regarding  the  business  experience  and  other
directorships of each of the persons named in the table on the preceding page of
this  Proxy  Statement  is  as  follows:

ALAN POSNER was elected as CEO, Secretary and Chairman of the Board of Directors
on  February  24,  1999.  Prior  to  that  he  was  co-founder and has served as
CEO/Secretary/Treasurer  of  The  Old  Fashioned  Syrup  Company,  Inc.,  its
subsidiaries  and  predecessors  since  1994.  From  1973 to 1985 Mr. Posner was
employed in various professional and administrative capacities, including having
served  as  the  Senior  Associate  Administrator  at Brookdale Hospital Medical
Center  in  Brooklyn, New York.  From 1985 to 1993 he was a principal of Medical
Care Administration,  Inc. and Healthrac, Inc., multi-service medical providers,
medical  management  and  consulting firms.  From 1991 to 1994, Mr. Posner was a
member  of  the  New  York City Mayor's Advisory Committee for Emergency Medical
Services.  He is a member of the American College of Health Care Administrators,
the  American  Public  Health  Association  and  the  New  York  Association for
Ambulatory  Care.  Mr.  Posner  received  dual  Bachelor  of  Science  degrees
(Biology  and  Nursing)  in  1971  and  a  Masters  of  Science  in  Health Care
Administration  in  1973  from  the State University of New York at Stony Brook.
From  1965  to  1968  he  served  in  the  U.S.  Naval  Hospital  Corps.

MARK  STREISFELD  was elected as President and Director on February 24,1999.  He
was  co-founder and has been president of The Old Fashioned Syrup Company, Inc.,
its subsidiaries and predecessors since 1994.  From 1976 to 1989, Mr. Streisfeld
operated  a  retail  electronics  business  in  Monticello,  New  York, which he
founded.  From  1989  to  the  present,  Mr.  Streisfeld  has  operated  a
multi-faceted  jewelry  enterprise  in  Monticello,  founded  by  him  and  his
family.  From  1973  to  1976  he  was  an  elected  trustee  of  the Village of
Monticello.  Since  1985  Mr.  Streisfeld  has  been  a  Rated  Jeweler  by  the
Jewelers  Board  of Trade and a member of the Advertising Specialties Institute.
He is currently a  member  of  the Sullivan County (NY) Chamber of Commerce, the
Sullivan County Action  Committee  and  the Board of Directors of the  New  Hope
Community  for  Retarded  Adults  (Sullivan  County,  NY).

JOEL  FLIG,  a  director  of  Meridian  since August 1999, is the founder (1989)
and  CEO  of  Financial  Solutions  Group,  Ltd.,  a  New  York  based  company
engaged  nationwide  in  placement  of  senior  debt.  Since  1998 he has been a
director  of  Sparta  Surgical Supply Co.  Prior to his current business entity,
Mr.  Flig  was  a  member  of  the  Board  of  Directors  and  Executive  Vice
President  of  Aspen  Financial,  Inc. (a bank holding company) and from 1981 to
September  1988  he  was First  Vice  President  of  Union Chelsea National Bank
(NY).  From  1977  through  May  1981  he  served  in  a  variety  of  executive
capacities  at Republic National Bank  (NY) and  began his banking career in the
Management  Development  program  at Chase  Manhattan  Bank  (NY)  in 1974.  Mr.
Flig  received  a  B.B.A.  degree in 1977 from the Bernard Baruch College of the
City  of  New  York,  and  his  MBA-Finance  from St.  John's  University  (NY).

                                        8
<PAGE>

PAUL M. GALANT was appointed by the new Board of Directors as Special Counsel in
February  1999,  served  as an officer and director of Meridian from August 1994
to  February 24, 1999 and was elected to Meridian's Board of Directors in August
1999. Between 1975 and 1997, Mr. Galant was a registered NASD General Securities
Principal.  He  has  been  a business development consultant since 1970.  He has
served  as  an  officer  and  director  of  various development stage companies,
including  Deerfield  Financial Services, Inc. and www.eBIZnet.com, Inc., and is
the  founder  and  currently  serves  as  an  officer  and  director  of  NetWeb
Online.Com,  Inc.  He was a  practicing  attorney  in  the  State  of  New  York
from 1966 to 2000.  Between 1975  and 1986, Mr. Galant  was  a founding  partner
and  general  principal of a Long Island (NY) based full service brokerage firm.
Subsequently, he  was  cofounder,  and officer and/or a registered principal  of
several  NASD  member  securities/brokerage  firms  in the New York metropolitan
area.  Since  1981  he  has  served  as President of PR Sources, Inc., a private
entity  engaged in corporate development services. From  1966  through  1968  he
served  in  the  U.S.  Army.  Mr.  Galant  is  a  1965 graduate of Brooklyn  Law
School  (J.D.),  and  received a Bachelor of Business Administration degree from
Adelphi  University  in  1962.

STEVEN  KREUSCHER  joined  the Company in March 2000 as Senior Vice President of
Sales.  Prior  to  joining  the  Company,  Mr.  Kreuscher served in increasingly
responsible  positions  at  Yoo-hoo  Chocolate Beverage Company/Austin Nichols &
Co.,  Soft  Drinks  from  1986  until  1999.  While  representing  Yoo-hoo,  Mr.
Kreuscher  was  promoted  from  District Sales Manager NY/NJ to Divisional Sales
Manager  Northeast to National Accounts Manager.  Mr. Kreuscher received his MBA
in  1997  at  Dowling  College (NY).  In 1986, he received a Bachelor of Science
degree  in  marketing  from  St.  John's  University  (NY).

DAVID  RAVICH  is a nominee for a vacant seat on the Board of Directors.  He has
been a practicing attorney in New Jersey since 1954.  From 1966 until his recent
retirement,  he  was  the  senior and founding partner of Ravich, Koster, Tobin,
Oleckman, Reitman & Greenstein, P.A., located in Rahway, New Jersey.  Mr. Ravich
received  his  undergraduate  degree from the University of Pennsylvania and his
law  degree  from  the  Rutgers  University  School  of  Law.

RONALD  SHAPSS,  a  director  of  Meridian  since August 1999, is the founder of
Ronald Shapss Corporate Services, Inc. (RSCS) a company engaged in consolidating
fragmented  industries  since  1992.  RSCS  was instrumental in facilitating the
roll-up  of  several  companies  into  such  entities  as  U.S.  Delivery,  Inc.
and  Consolidated  Delivery  & Logistics, Inc.  Mr. Shapss was also the  founder
of  Coach  USA,  Inc.  and,  from 1997 to 1999, served on the advisory boards of
Consolidated  Partners  Founding  Fund,  LLC  and  1+  USA,  Inc., which founded
Advanced  Communications Group, Inc. (now Worldpages.com), an Internet directory
whose  shares  trade  on  the  New  York  Stock  Exchange.  From  1997  until
1999,  he  was  a  consultant  and  a  member  of  the  Board  of  Directors  of
Frontline Communications Corporation (NASDAQ:  FCC).  Mr.  Shapss is a member of
the  New  York  Bar,  having  graduated  from  Brooklyn  Law  School.

          There  are  no  family  relationships  between any director, executive
officer,  or  person  nominated or chosen by the Company to become a director or
executive  officer.


INTEREST  OF  MANAGEMENT  AND  OTHERS  IN  CERTAIN  TRANSACTIONS
----------------------------------------------------------------

          The  Company  has  no  matters  required  to  be  disclosed under this
section.

                                        9
<PAGE>


          Compensation Committee.  The Compensation Committee was created in May
2000,  with  responsibility for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the  Internal Revenue Code and such other executives as the Company's management
may  deem appropriate.  The Committee also has responsibility for administration
of  the 1999 Stock Incentive Plan and compensation intended as performance-based
compensation  under  the Code.  The Committee also has the responsibility to fix
all  salaries, grant all stock options and approve all employment agreements for
executives  who  are, or are expected to become, subject to Section 162(m).  The
Committee  currently  consists  of  Messrs.  Flig  and  Shapss.

          Certain  information  regarding  the  business  experience  and  other
directorships of each of the persons named in the table on the preceding page of
this  Proxy  Statement  is  as  follows:

ALAN POSNER was elected as CEO, Secretary and Chairman of the Board of Directors
on  February  24,  1999.  Prior  to  that  he  was  co-founder and has served as
CEO/Secretary/Treasurer  of  The  Old  Fashioned  Syrup  Company,  Inc.,  its
subsidiaries  and  predecessors  since  1994.  From  1973 to 1985 Mr. Posner was
employed in various professional and administrative capacities, including having
served  as  the  Senior  Associate  Administrator  at Brookdale Hospital Medical
Center  in  Brooklyn, New York.  From 1985 to 1993 he was a principal of Medical
Care Administration,  Inc. and Healthrac, Inc., multi-service medical providers,
medical  management  and  consulting firms.  From 1991 to 1994, Mr. Posner was a
member  of  the  New  York City Mayor's Advisory Committee for Emergency Medical
Services.  He is a member of the American College of Health Care Administrators,
the  American  Public  Health  Association  and  the  New  York  Association for
Ambulatory  Care.  Mr.  Posner  received  dual  Bachelor  of  Science  degrees
(Biology  and  Nursing)  in  1971  and  a  Masters  of  Science  in  Health Care
Administration  in  1973  from  the State University of New York at Stony Brook.
From  1965  to  1968  he  served  in  the  U.S.  Naval  Hospital  Corps.

MARK  STREISFELD  was elected as President and Director on February 24,1999.  He
was  co-founder and has been president of The Old Fashioned Syrup Company, Inc.,
its subsidiaries and predecessors since 1994.  From 1976 to 1989, Mr. Streisfeld
operated  a  retail  electronics  business  in  Monticello,  New  York, which he
founded.  From  1989  to  the  present,  Mr.  Streisfeld  has  operated  a
multi-faceted  jewelry  enterprise  in  Monticello,  founded  by  him  and  his
family.  From  1973  to  1976  he  was  an  elected  trustee  of  the Village of
Monticello.  Since  1985  Mr.  Streisfeld  has  been  a  Rated  Jeweler  by  the
Jewelers  Board  of Trade and a member of the Advertising Specialties Institute.
He is currently a  member  of  the Sullivan County (NY) Chamber of Commerce, the
Sullivan County Action  Committee  and  the Board of Directors of the  New  Hope
Community  for  Retarded  Adults  (Sullivan  County,  NY).

JOEL  FLIG,  a  director  of  Meridian  since August 1999, is the founder (1989)
and  CEO  of  Financial  Solutions  Group,  Ltd.,  a  New  York  based  company
engaged  nationwide  in  placement  of  senior  debt.  Since  1998 he has been a
director  of  Sparta  Surgical Supply Co.  Prior to his current business entity,
Mr.  Flig  was  a  member  of  the  Board  of  Directors  and  Executive  Vice
President  of  Aspen  Financial,  Inc. (a bank holding company) and from 1981 to
September  1988  he  was First  Vice  President  of  Union Chelsea National Bank
(NY).  From  1977  through  May  1981  he  served  in  a  variety  of  executive
capacities  at Republic National Bank  (NY) and  began his banking career in the
Management  Development  program  at Chase  Manhattan  Bank  (NY)  in 1974.  Mr.
Flig  received  a  B.B.A.  degree in 1977 from the Bernard Baruch College of the
City  of  New  York,  and  his  MBA-Finance  from St.  John's  University  (NY).

PAUL M. GALANT was appointed by the new Board of Directors as Special Counsel in
February  1999,  served  as an officer and director of Meridian from August 1994
to  February 24, 1999 and was elected to Meridian's Board of Directors in August
1999. Between 1975 and 1997, Mr. Galant was a registered NASD General Securities
Principal.  He  has  been  a business development consultant since 1970.  He has
served  as  an  officer  and  director  of  various development stage companies,
including  Deerfield  Financial Services, Inc. and www.eBIZnet.com, Inc., and is
the  founder  and  currently  serves  as  an  officer  and  director  of  NetWeb
Online.Com,  Inc.  He was a  practicing  attorney  in  the  State  of  New  York
from 1966 to 2000.  Between 1975  and 1986, Mr. Galant  was  a founding  partner
and  general  principal of a Long Island (NY) based full service brokerage firm.
Subsequently, he  was  cofounder,  and officer and/or a registered principal  of
several  NASD  member  securities/brokerage  firms  in the New York metropolitan
area.  Since  1981  he  has  served  as President of PR Sources, Inc., a private
entity  engaged in corporate development services. From  1966  through  1968  he
served  in  the  U.S.  Army.  Mr.  Galant  is  a  1965 graduate of Brooklyn  Law
School  (J.D.),  and  received a Bachelor of Business Administration degree from
Adelphi  University  in  1962.

STEVEN  KREUSCHER  joined  the Company in March 2000 as Senior Vice President of
Sales.  Prior  to  joining  the  Company,  Mr.  Kreuscher served in increasingly
responsible  positions  at  Yoo-hoo  Chocolate Beverage Company/Austin Nichols &
Co.,  Soft  Drinks  from  1986  until  1999.  While  representing  Yoo-hoo,  Mr.
Kreuscher  was  promoted  from  District Sales Manager NY/NJ to Divisional Sales
Manager  Northeast to National Accounts Manager.  Mr. Kreuscher received his MBA
in  1997  at  Dowling  College (NY).  In 1986, he received a Bachelor of Science
degree  in  marketing  from  St.  John's  University  (NY).

DAVID  RAVICH  is a nominee for a vacant seat on the Board of Directors.  He has
been a practicing attorney in New Jersey since 1954.  From 1966 until his recent
retirement,  he  was  the  senior and founding partner of Ravich, Koster, Tobin,
Oleckman, Reitman & Greenstein, P.A., located in Rahway, New Jersey.  Mr. Ravich
received  his  undergraduate  degree from the University of Pennsylvania and his
law  degree  from  the  Rutgers  University  School  of  Law.

RONALD  SHAPSS,  a  director  of  Meridian  since August 1999, is the founder of
Ronald Shapss Corporate Services, Inc. (RSCS) a company engaged in consolidating
fragmented  industries  since  1992.  RSCS  was instrumental in facilitating the
roll-up  of  several  companies  into  such  entities  as  U.S.  Delivery,  Inc.
and  Consolidated  Delivery  & Logistics, Inc.  Mr. Shapss was also the  founder
of  Coach  USA,  Inc.  and,  from 1997 to 1999, served on the advisory boards of
Consolidated  Partners  Founding  Fund,  LLC  and  1+  USA,  Inc., which founded
Advanced  Communications Group, Inc. (now Worldpages.com), an Internet directory
whose  shares  trade  on  the  New  York  Stock  Exchange.  From  1997  until
1999,  he  was  a  consultant  and  a  member  of  the  Board  of  Directors  of
Frontline Communications Corporation (NASDAQ:  FCC).  Mr.  Shapss is a member of
the  New  York  Bar,  having  graduated  from  Brooklyn  Law  School.

          There  are  no  family  relationships  between any director, executive
officer,  or  person  nominated or chosen by the Company to become a director or
executive  officer.


INTEREST  OF  MANAGEMENT  AND  OTHERS  IN  CERTAIN  TRANSACTIONS
----------------------------------------------------------------

          The  Company  has  no  matters  required  to  be  disclosed under this
section.

                                       10
<PAGE>

                          COMPENSATION OF DIRECTORS AND
                                    OFFICERS

DIRECTOR  COMPENSATION

          Directors  of  the Company received  a fee of $1,500 for each Board of
Directors  meeting attended in 1999.  In addition, Directors were reimbursed for
any  of  their  travel  expenses  to  and  from  such  meetings.

EXECUTIVE  COMPENSATION

          The  following  table  sets forth, for the Company's last fiscal year,
the annual and long-term compensation of those persons who were, at December 31,
1999,  the  two  Executive  Officers  of  the  Company.   The  Company  paid  no
compensation  to  Executive  Officers  prior  to  January  1,  1999.
<TABLE>
<CAPTION>


                                                  SUMMARY COMPENSATION TABLE

                                                           Long  Term
                           Annual  Compensation           Compensation
                           --------------------           ------------

                                                                   All Other
Name and                   Fiscal    Salary    Bonus    Options    Compensa-
Principal Position         Year      ($)       ($)      (#)        tion
------------------         -------   -------   ------   -------    ----------

<S>                        <C>       <C>        <C>      <C>         <C>
Mark Streisfeld            1999      $125,000   --       --          $1,500
President
Alan Posner                1999      $125,000   --       --          $1,500
CEO and Chairman

All Directors and
Executive Officers
as  Group (5 Persons)      1999      $250,000    --      --          $7,500

</TABLE>

                                       11
<PAGE>
                    MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

          Incorporated by reference to Item 6(d)(1),(2) of Company's Form 10-KSB
filed  April  12,  2000  and Item 2 of Company's Form 10-QSB filed May 15, 2000.

                         FINANCIAL AND OTHER INFORMATION
                         -------------------------------

          Incorporated  by  reference to Part F/S of Company's Form 10-KSB filed
April  12, 2000  and Part I, Item 1 of Company's Form 10-QSB filed May 15, 2000.

                                       12
<PAGE>
                PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING

                              ELECTION OF DIRECTORS
                         (PROPOSAL 1 ON THE PROXY FORM)
Nominees
--------

          The  Amended  and Restated By-Laws provide that the Board of Directors
is to consist of not less than five (5) and not more than nine (9) members, with
the  actual  number  to  be  set from time to time by a majority of the Board of
Directors.  The  Board  of  Directors has fixed the number of directors at seven
(7).

          At the Annual Meeting, six (6) persons will be elected to the Board of
Directors  to  serve  until  the  next annual meeting and until their respective
successors  are  duly  elected  and  qualified.  The  persons  named  in  the
accompanying  form  of  proxy,  unless  otherwise instructed, intend to vote the
shares  of Common Stock covered by valid proxies FOR the election of the six (6)
persons  named  below, each of whom has been nominated by the Board of Directors
for  election to the Board of Directors.   Proxies cannot be voted for a greater
number  of  persons than the number of nominees.  Information concerning each of
the  nominees  is set forth in this Proxy Statement under the heading "Directors
and Executive Officers."  Each of the nominees has indicated that he is able and
willing to serve as a director.  In the event that any of such persons is unable
or  unwilling to continue to be available for election, the persons named in the
accompanying  form  of  proxy  will  have discretionary power both to vote for a
substitute  and to vote or withhold their vote for any additional nominees named
by  shareholders.  There  are  no  circumstances presently known to the Board of
Directors  which  would  render  any  of  the  following  persons unavailable or
unwilling  to  continue  to  serve  as  a director, if elected.  The election of
directors  requires  the  affirmative  vote by the holders of a plurality of the
shares  of  Common Stock represented at the Annual Meeting and entitled to vote.

                       Nominees to the Board of Directors

                                    Joel Flig
                                 Paul M. Galant
                                   Alan Posner
                                  David Ravich
                                  Ronald  Shapss
                                 Mark Streisfeld

          The  affirmative  vote  of the majority of the Common Stock present in
person  or  by  proxy  of  the  Annual  Meeting is required to elect each of the
Directors.  In  determining  whether  a  nominee  for  director has received the
requisite number of affirmative votes, abstentions and broker non-votes will not
be  counted.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE-NAMED  NOMINEES.

                                       13
<PAGE>


                     AMENDMENT TO 1999 STOCK INCENTIVE PLAN
                     --------------------------------------
                         (PROPOSAL 2 ON THE PROXY FORM)

          The  1999 Stock Incentive Plan, as approved by the shareholders of the
Company at the 1999 Annual Meeting of Stockholders, provides for a maximum grant
of  100,000  options  under  the  Plan.  The  Board  has  determined, subject to
ratification  by the shareholders of the Company at the Annual Meeting, that the
number  of options available to be granted under the Plan should be increased to
a  maximum  of  1,000,000 and the maximum number of incentive options granted to
any  one individual under the plan in any five consecutive year period should be
increased  to  100,000.  The  Board  believes that the amendment is necessary to
enable  the Company to compensate its current and future employees with non-cash
compensation, that would provide an incentive to continue or accept work for the
financial success of the Company and encourage them to remain employed or accept
new  employment  with the Company.  The relevant section of the 1999 Plan, as it
would  be  amended  by the proposed amendment, is attached hereto as Appendix A.

          The  affirmative  vote  of the majority of the Common Stock present in
person  or  by  proxy  at the Annual Meeting is required to satisfy the proposed
amendment.  A  copy  of  the proposed Amended Stock Incentive Plan is annexed to
this  Proxy  Statement.  In  determining  whether  the proposal has received the
requisite number of affirmative votes, abstentions and broker non-votes will not
be  counted.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  FOR  PROPOSAL  2.



                                       14
<PAGE>
                        SELECTION OF INDEPENDENT AUDITORS
                         (PROPOSAL 3 ON THE PROXY FORM)

          The  Board  of  Directors,  upon  the  recommendation  of  the  Audit
Committee,  has  selected,  subject  to  ratification by the shareholders of the
Company  at  the Annual Meeting, the firm of Feldman, Sherb, Horowitz & Co, P.C.
as  the  independent  auditors  for the Company to audit the Company's financial
statements  for  its  fiscal  year  ending  December  31, 2000.  Feldman, Sherb,
Horowitz  &  Co.,  P.C.  has  served as the independent auditors for the Company
since  1999.  Feldman,  Sherb,  Horowitz  &  Co.,  P.C. does not have any direct
financial  interest  or any material indirect financial interest in the Company.
Assuming  a quorum is present, the affirmative vote by the holders of a majority
of  shares  represented  at  the  Annual  Meeting will be required to ratify the
selection  of  Feldman, Sherb, Horowitz & Co., P.C. as the Company's independent
auditors  for  the  fiscal  year  ending December 31, 2000.  A representative of
Feldman,  Sherb,  Horowitz  &  Co., P.C. is expected to be present at the Annual
Meeting.  Such  representative  will have the opportunity to make a statement if
he  or  she  desires  to  do so, and will be available to respond to appropriate
questions.

          During the two most recent fiscal years, the Company has not consulted
with  Feldman,  Sherb,  Horowitz  &  Co., P.C. regarding the subject matter of a
disagreement  regarding  a  reportable  event  or  the application of accounting
principles  to any specified transaction or the type of audit opinion that might
be rendered on the Company's financial statements during the period from January
1,  1998  through  December  31,  1999.

          The  affirmative  vote  of the majority of the Common Stock present in
person  or  by  proxy  at the Annual Meeting is required to satisfy the proposed
amendment.  A  copy of the proposed Amended Stock Option Plan is annexed to this
Proxy Statement.  In determining whether the proposal has received the requisite
number  of  affirmative  votes,  abstentions  and  broker  non-votes will not be
counted.


THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  FOR  PROPOSAL  3.




                                       15
<PAGE>
                     AMENDMENT TO ARTICLES OF INCORPORATION
                     --------------------------------------
                         (PROPOSAL 4 ON THE PROXY FORM)

          The  Company's  Articles  of  Incorporation currently provide that the
Company's  authorized capital consists of 21,000,000 shares, of which 20,000,000
are designated as Common Stock, $.001 par value, and 1,000,000 are designated as
Preferred Stock.  The Board has designated 3,500 shares of Preferred as Series I
Preferred  Stock,  par  value  $1.00, and 8,500 shares of Preferred as Series II
Convertible  Preferred Stock, par value $.01.  The remaining Preferred Stock has
not  been  designated,  but  has  a  par  value  of  $1.00  per  share.

          The  Board has determined, subject to ratification by the shareholders
of the Company at the Annual Meeting, that the authorized capital of the Company
should be increased to 41,000,000 shares, of which 40,000,000 will be designated
as  Common  Stock,  $.001  par value.  The proposed increase will not affect the
number  or  designation  of  the  Preferred  Stock.

          The  purpose of the proposed Amendment is to allow the Board to have a
sufficient  number  of shares of authorized and unissued Common Stock, which can
be  issued in connection with such corporate purposes as may, from time to time,
be considered advisable by the Board.  Having such shares available for issuance
in  the  future  will  give  the Company greater flexibility and will allow such
shares  to be issued as determined by the Board without the expense and delay of
a  special  stockholders'  meeting to approve such additional authorized capital
stock.  Such  corporate purposes could include, without limitation: the issuance
of  shares in connection with acquisitions, the issuance of shares in connection
with  stock  splits  or stock dividends, the issuance of shares upon exercise of
stock  options  or warrants and the issuance of shares in connection with equity
financings.

          The  increase  in  authorized Common Stock will not have any immediate
effect on the rights of existing stockholders.  However, the Board will have the
authority  to issue authorized Common Stock without requiring future stockholder
approval  of  such  issuances,  except  as  may  be  required by the Articles of
Incorporation  and  applicable  laws  and  regulations.

          To  the  extent  that  the additional shares are issued in the future,
they  will  decrease the existing stockholders' percentage equity ownership and,
depending  upon the price at which they are issued as compared to the price paid
by  existing  stockholders  for  their shares, could be dilutive to the existing
stockholders.  The  holders  of  Common  Stock  have  no  preemptive  rights  to
subscribe  for  or  purchase  any  additional shares of Common Stock that may be
issued  in  the  future.

          The  affirmative  vote  of the majority of the Common Stock present in
person  or  by  proxy  at the Annual Meeting is required to satisfy the proposed
amendment.  A  copy of the proposed Amended Stock Option Plan is annexed to this
Proxy Statement.  In determining whether the proposal has received the requisite
number  of  affirmative  votes,  abstentions  and  broker  non-votes will not be
counted.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  FOR  PROPOSAL  4.

                                       16
<PAGE>

               SHAREHOLDERS' PROPOSALS FOR THE 2001 ANNUAL MEETING

          A  shareholder who desires to include a proposal in the proxy material
relating  to  the 2001 annual meeting of shareholders of the Company must submit
the  same  in writing, so as to be received at the principal executive office of
the Company (to the attention of the Secretary) on or before March 22, 2001, for
such  proposal  to  be  considered for inclusion in the proxy statement for such
meeting.  Such  proposal also must meet the other requirements of the Securities
and  Exchange  Commission (the "SEC") relating to shareholder proposals required
to  be  included  in  the  Company's  proxy  statement.


                                  OTHER MATTERS

          The  Board  of  Directors  does  not  know of any other business to be
presented  for  consideration  at the Annual Meeting.  If other matters properly
come  before  the  Annual Meeting, the persons named in the accompanying form of
proxy  intend  to  vote  thereon  in  accordance  with  their  best  judgment.

                           INCORPORATION BY REFERENCE
                           --------------------------

          The  responses  to  Item  13  (Financial  and  Other  Information) are
incorporated  by  reference  to the Item 6(d)(1) and 6(d)(2) and Part F/S of the
Company's  Form  10KSB filed April 12, 2000 and Part I, Item 1 and Item 2 of the
Company's  Form  10-QSB  filed  May  15,  2000.


          The  Company  will furnish, without charge, to each person whose proxy
is  being  solicited, upon request, a copy of its Annual Report on Form 10-K for
the  fiscal  year  ended  December 31, 1999 as filed with the SEC, including the
financial  statements,  notes  to  the  financial  statements  and the financial
schedules  contained  therein (the "1999 Form 10-K").  Copies of any exhibits to
the  1999  Form  10-K  also  will  be furnished to any such shareholder upon the
payment  of  a  reasonable  duplicating charge.  Requests for copies of any such
materials  should  be  directed  to  Meridian  USA  Holdings,  Inc.,  (attention
Secretary),  3950  N.W.  2nd  Avenue,  Suite  A-28,  Boca  Raton,  FL  33431.

                                        By  Order  of  the  Board  of Directors


                                       /s/ Alan Posner
                                       ----------------
                                       Alan  Posner
                                       Secretary


July  21,  2000

                                       17
<PAGE>
                                 [FORM OF PROXY]

                           MERIDIAN USA HOLDINGS, INC.
                              3350 N.W. 2ND AVENUE
                                   SUITE A-28
                              BOCA RATON, FL 33431

        THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                         OF MERIDIAN USA HOLDINGS, INC.

          The  undersigned  hereby appoints Alan Posner and Mark Streisfeld, and
each  of  them,  with  full  power  of substitution, the proxy or proxies of the
undersigned  to  vote  all shares of Common Stock of Meridian USA Holdings, Inc.
(the  "Company") which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held at the Sheraton Boca Raton Hotel, 2000
N.W.  19th  Street,  Boca  Raton, Florida at 12:00 p.m., local time on Thursday,
August  17,  2000,  or  at any postponement, adjournment or adjournments thereof
(the  "Annual Meeting"), with the same force and effect as the undersigned might
or  could  do  if  personally  present.

          This  proxy  form, when properly executed, will be voted in the manner
directed  herein by the undersigned shareholder.  IF NO DIRECTION IS GIVEN, THIS
PROXY  FORM  WILL  BE VOTED FOR ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR
PROPOSALS  2, 3 AND 4 AND WILL GRANT THE PROXYHOLDERS DISCRETIONARY AUTHORITY TO
VOTE  UPON  SUCH  OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.


COMPANY  PROPOSAL  NUMBER 1:    TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF
                                DIRECTORS, EACH FOR A TERM OF ONE YEAR AND
                                UNTIL THEIR RESPECTIVE SUCCESSORS ARE
                                DULY  ELECTED  AND  QUALIFIED:

                                JOEL  FLIG,  PAUL  M.  GALANT, ALAN POSNER,
                                DAVID RAVICH, RONALD SHAPSS AND MARK
                                STREISFELD.

[  ] FOR  all  nominees  [  ] AGAINST all nominees [  ] FOR  all nominees
                                                        except the following
                                                        nominee(s)
                                                        ____________________


COMPANY  PROPOSAL NUMBER 2:     TO AMEND THE COMPANY'S 1999 STOCK INCENTIVE
                                PLAN TO INCREASE AUTHORIZED OPTIONS GRANTED
                                THEREUNDER  TO  1,000,000:

[  ] FOR                 [  ] AGAINST              [  ] ABSTAIN

                                       18
<PAGE>

COMPANY  PROPOSAL  NUMBER  3:   TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF
                                FELDMAN,  SHERB,  HOROWITZ & CO., P.C. AS THE
                                COMPANY'S INDEPENDENT AUDITORS FOR
                                THE FISCAL YEAR ENDING DECEMBER 31, 2000:

[  ] FOR                 [  ] AGAINST              [  ] ABSTAIN

COMPANY  PROPOSAL  NUMBER  4:   TO  AMEND  THE  COMPANY'S  ARTICLES  OF
                                INCORPORATION  TO  INCREASE  AUTHORIZED
                                COMMON  STOCK  TO  40,000,000  SHARES:

[  ] FOR                 [  ] AGAINST              [  ] ABSTAIN

                                       19
<PAGE>
                                                                               3


          IN THEIR DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON SUCH
OTHER  BUSINESS  AS  PROPERLY  MAY  COME  BEFORE  THE  ANNUAL  MEETING.

          The  undersigned  hereby  acknowledges  prior receipt of a copy of the
Notice  of  Annual  Meeting of Shareholders and Proxy Statement, each dated July
21,  2000,  and  the  Annual  Report  to  Shareholders for the fiscal year ended
December  31,  1999,  and  hereby revokes any proxy or proxies heretofore given.
This  proxy  may  be revoked at any time before it is voted by delivering to the
Secretary of the Company either a written revocation of proxy or a duly executed
proxy  bearing a later date, or by appearing at the Annual Meeting and voting in
person.

                                   Date:  ______________________,  2000


                                   ________________________________
                                   Print  Name  of  Shareholder  or
                                   Authorized  Representative

                                    ________________________________
                                    Signature  of  Shareholder  or
                                    Authorized  Representative


Please  sign  exactly  as  name  appears  hereon.  When shares are held by joint
tenants,  both  should sign.  When signing as attorney, executor, administrator,
trustee  or  guardian, please give full title as such.  If a corporation, please
sign  in  full  corporate  name  by  president  or  other  authorized signatory.

PLEASE  MARK,  SIGN,  DATE  AND  RETURN  THE  PROXY  PROMPTLY USING THE ENCLOSED
ENVELOPE.  IF  YOU  RECEIVE  MORE  THAN  ONE  PROXY,  PLEASE SIGN AND RETURN ALL
PROXIES  IN  THE  ACCOMPANYING  ENVELOPE.


THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE FOR ALL OF THE NOMINEES LISTED IN
PROPOSAL  NUMBER  1  AND  FOR  PROPOSALS  2,  3  AND  4.

                                       20
<PAGE>
                                                                               2

                                   APPENDIX A
                                   ----------

                           MERIDIAN USA HOLDINGS, INC.
                            AMENDED PROVISIONS TO THE
                            1999 STOCK INCENTIVE PLAN

     Set  forth  below  are  the  proposed  modifications  to  the  Meridian USA
Holdings,  Inc.  1999 Stock Incentive Plan incorporating the amendment contained
in  proposal  2:

"4.      AWARDS.

     (a) Types.  Awards under the Plan shall be made with reference to shares of
Meridian common stock and may include, but need not be limited to, stock options
(including  nonqualified  stock  options  and incentive stock options qualifying
under  Section  422  of  the  Code),  stock  appreciation  rights  (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents,  stock  awards, restricted stock, phantom stock, performance shares
or  other  securities  or rights that the Board determines to be consistent with
the  objectives  and  limitations  of  the  Plan.  The Board may provide for the
issuance  of  shares  of  Meridian  common  stock  as  a  stock  award  for  no
consideration  other  than  services  rendered  or,  to  the extent permitted by
applicable  state  law,  to  be  rendered.  In the event of an award under which
shares of Meridian common stock are or may in the future be issued for any other
type  of  consideration,  the amount of such consideration shall (i) be equal or
greater than to the amount (such as the par value of such shares) required to be
received by Meridian in order to assure compliance with applicable state law and
(ii)  to  the extent necessary to comply with Rule 16b-3 of the Exchange Act, be
equal to or greater than 50% of the fair market value of such shares on the date
of  grant  of  such  award.  The Board may make any other type of award which it
shall  determine  is consistent with the objectives and limitations of the Plan.

     (b)  Performance Goals.  The Board may, but need not, establish performance
goals to be achieved within such performance periods as may be selected by it in
its  sole  discretion, using such measures of the performance of Meridian and/or
its  Affiliates  as  it  may  select.

     (c)  Rules  and  Policies.  The  Board  may adopt from time to time written
rules  and policies implementing the Plan.  Such rules and policies may include,
but  need  not  be  limited  to, the type, size and term of awards to be made to
participants  and  the  conditions  for  the exercise or payment of such awards.
Rules  relating to stock options and free-standing and tandem stock appreciation
rights  (as  distinguished from all other awards, including, without limitation,
warrants), attached hereto as Exhibit A, have been approved by the Board subject
to  the approval of the Meridian stockholders.  The rules set forth in Exhibit A
may  be  amended  by the Board in  accordance with the provisions and subject to
the limitations set forth in Section 10 of the Plan.  The Board shall determine,
in its sole discretion, the extent to which rules and policies that it may adopt
in  the  future  shall  be  subject to the approval of the Meridian stockholders
and/or  limitations  on  the Board's  authority to amend such rules or policies.

     (d)  Maximum  Awards.  An  Eligible  Participant  may  be  granted multiple
awards  under  the  Plan.  The maximum number of shares of Meridian common stock
subject to awards of stock options, warrants and stock appreciation rights under
the  Plan, both individually and in the aggregate with respect to each such type
of  award,  that  may be granted during  any period of five consecutive calendar
years to any one individual shall be limited to 100,000.  To the extent required
by  Section  162(m)  of the Code, awards subject to the foregoing limit that are
canceled  or  repriced  shall not again be available for award under this limit.
With  respect  to  awards of stock, restricted stock, phantom stock, performance
shares  or  other  forms  of  award  conveying  a  similar economic benefit (but
excluding  options,  warrants and stock appreciation rights), the maximum number
of  shares  of  Meridian  common  stock that may be awarded during any period of
five  consecutive  years  to any one individual shall be 100,000 and the maximum
number of shares of that may be awarded to all participants under the Plan shall
be  1,000,000,  in  each  such  case  on  an individual and aggregate basis with
respect  to  each  of  such  types  of  award.

5.     SHARES  OF  STOCK  SUBJECT  TO  THE  PLAN.

     The  shares  that  may  be  delivered  or  purchased  or used for reference
purposes  under  the  Plan  shall not exceed an aggregate of 1,000,000 shares of
Meridian  Common  Stock,  par value $.001.  Any shares subject to an award which
for  any  reason  expires  or  is terminated unexercised as to such shares shall
again  be  available  for  issuance  under  the  Plan."



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