content: <PAGE> 1
  
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
                                     Form 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of
                            The Securities Act of 1934
  
  
  
       Date of Report:  February 20, 1998
  
                             CGI Holding Corporation
            ------------------------------------------------------
            (Exact Name of registrant as specified in its charter)
  
       Nevada                    33-19980-D                87-0450450
    ----------------            -------------          ------------------
    (State or other             (Commission            (I.R.S. Employer     
     jurisdiction of             File Number)          Identification No.)
     incorporation)
  
          8400 Brookfield Avenue, Brookfield, Illinois          60513
        ---------------------------------------------     ----------
          (Address of principal executive offices)         (Zip Code)
  
       Registrant's telephone number, including area code:  (708) 485-3434
  
                                     NA
         -----------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  PAGE
  <PAGE> 2
   Item 4.  Change in Registrant's Certifying Accountant
  
  On February 20, 1998, the board of directors of CGI Holding Corporation (the 
  "Company") changed the Company's certifying accountant from Hansen Barnett and 
  Maxwell to Poulos & Bayer, LTD.  Poulos & Bayer, LTD had been the auditors for 
  the Company's principal subsidiaries, Roli Ink and Safe Environment Corp. 
  which were acquired by the Company in a transaction treated as a "reverse 
  merger" whereby the control of the Company was transferred to the principals 
  of Roli Ink and Safe Environment Corp.  Poulos & Bayer Ltd. had been the 
  certifying accountants for both Roli Ink and Safe Environment Corp. prior to 
  the merger.
  
  The change in accountants was made to better reflect the fact that the 
  operations of the Company were in its subsidiaries which were located in 
  Illinois and Wisconsin, which are geographically close to the Illinois office 
  of Poulos & Bayer LTD as opposed to Salt Lake City, Utah which is were Hansen 
  Barnett and Maxwell is located.  The Company has no disputes or disagreements 
  with Hansen Barnett & Maxwell on any matter of accounting principles or 
  practices, financial statement disclosure, or auditing scope or procedure.  
  The certifying report on the financial statements of the Company prepared by 
  Hansen Barnett & Maxwell over the past two years has contained no adverse 
  opinion or disclaimer of opinion, or was modified as to uncertainty, audit 
  scope, or accounting principles.
  PAGE
  <PAGE> 3
  
                                    Signatures
                                    ----------
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the 
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned hereunto duly authorized.
  
                                  CGI HOLDING CORPORATION
  
  
  Dated:  February 26, 1998       By:/S/ John Giura, Principal Accounting,
                                     and Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CHANGE IN CERTIFYING ACCOUNTANTS", "secsgml_size_bytes": 3262}]
metadata_filer: {"company-data": {"conformed-name": "GEMSTAR ENTERPRISES INC", "cik": "0000829323", "assigned-sic": "8731", "irs-number": "870450450", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19980-D", "film-number": "98549913"}, "business-address": {"street1": "8400 BROOKFIELD AVENUE", "city": "BROOKFIELD", "state": "IL", "zip": "60513", "phone": "708-485-3434"}, "mail-address": {"street1": "73-251 AMBER ST", "city": "PALM DESERT", "state": "CA", "zip": "92260"}, "former-company": {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}}
text: 1
  
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     Form 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of
                            The Securities Act of 1934
  
       Date of Report:  February 20, 1998
  
                             CGI Holding Corporation
            ------------------------------------------------------
            (Exact Name of registrant as specified in its charter)
  
       Nevada                    33-19980-D                87-0450450
    ----------------            -------------          ------------------
    (State or other             (Commission            (I.R.S. Employer     
     jurisdiction of             File Number)          Identification No.)
     incorporation)
  
          8400 Brookfield Avenue, Brookfield, Illinois          60513
        ---------------------------------------------     ----------
          (Address of principal executive offices)         (Zip Code)
  
       Registrant's telephone number, including area code:  (708) 485-3434
  
                                     NA
         -----------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  PAGE
  2
   Item 4.  Change in Registrant's Certifying Accountant
  
  On February 20, 1998, the board of directors of CGI Holding Corporation (the 
  "Company") changed the Company's certifying accountant from Hansen Barnett and 
  Maxwell to Poulos & Bayer, LTD.  Poulos & Bayer, LTD had been the auditors for 
  the Company's principal subsidiaries, Roli Ink and Safe Environment Corp. 
  which were acquired by the Company in a transaction treated as a "reverse 
  merger" whereby the control of the Company was transferred to the principals 
  of Roli Ink and Safe Environment Corp.  Poulos & Bayer Ltd. had been the 
  certifying accountants for both Roli Ink and Safe Environment Corp. prior to 
  the merger.
  
  The change in accountants was made to better reflect the fact that the 
  operations of the Company were in its subsidiaries which were located in 
  Illinois and Wisconsin, which are geographically close to the Illinois office 
  of Poulos & Bayer LTD as opposed to Salt Lake City, Utah which is were Hansen 
  Barnett and Maxwell is located.  The Company has no disputes or disagreements 
  with Hansen Barnett & Maxwell on any matter of accounting principles or 
  practices, financial statement disclosure, or auditing scope or procedure.  
  The certifying report on the financial statements of the Company prepared by 
  Hansen Barnett & Maxwell over the past two years has contained no adverse 
  opinion or disclaimer of opinion, or was modified as to uncertainty, audit 
  scope, or accounting principles.
  PAGE
  3
  
                                    Signatures
                                    ----------
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the 
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned hereunto duly authorized.
  
                                  CGI HOLDING CORPORATION
  
  Dated:  February 26, 1998       By:/S/ John Giura, Principal Accounting,
                                     and Chief Financial Officer