UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: August 31, 2004
                       (Date of earliest event reported)

                            CGI HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)
                                   33-19980-D
                             (Commission File No.)
                                   87-0450450
                       (IRS Employer Identification No.)

                            100 North Waukegan Road
                                   Suite 100
                           Lake Bluff, Illinois 60044
                    (Address of Principal Executive Offices)

                                 (847) 615-2890
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below): (

[] Written communications  pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[]Soliciting  material  pursuant to Rule 14a-12  under the  Exchange Act (17 CFR
240.14a-12)

[]Pre-commencement  communications  pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[]Pre-commencement  communications  pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01       Entry into a Material Definitive Agreement.

CGI Holding  Corporation,  a Nevada  corporation (the "Company")  entered into a
Settlement  Agreement (the "Settlement  Agreement") with GMP, L.L.C., an Indiana
limited  liability  corporation  ("GMP"),  Safe  Environment  Corp.  of  Indiana
("SECO"),  John Giura and Gerard M. Jacobs,  dated August 31, 2004.  The parties
entered into the Settlement  Agreement to address: (1) Mr. Giura resigning as an
employee and director of the Company;  (2) the payment and settlement of certain
indebtedness owed the Company; and (3) certain payments and grants to be made by
the Company to Mr. Giura, among other things.

As a party to the Settlement Agreement Mr. Giura agreed to the following: (a) to
provide  proof of payment of all  amounts  due under a certain  "Indemnification
Agreement"  dated as of October 22, 2003,  between Mr. Giura and the Company,  a
copy of which was  previously  filed by the  Company as an exhibit to its Annual
Report on Form  10-KSB,  filed March 1, 2004 (SEC File No.  33-19980-D);  (b) to
resign as an employee  and director of the  Company;  (c) to indemnify  and hold
harmless the Company against all claims in regard to SECO's construction project
in St. Ann,  Missouri (the "St. Ann  Project");  (d) to  represent,  warrant and
guarantee  that SECO shall  complete  the St. Ann  Project  and that the Company
shall receive $300,000 from a certain St. Ann escrow account no later than April
19, 2005; (e) to cause Janet and Gerald Winter to deliver an instruction letter,
acceptable to the Company,  addressing  certain  disbursements to be made to the
Company,  executed by all appropriate  persons; (f) to reaffirm his "Irrevocable
Proxy" dated  February 25,  2002,  a copy of which was  previously  filed by the
Company as an exhibit to its Annual  Report on Form 10-KSB,  filed March 1, 2004
(SEC File No. 33-19980-D),  which Irrevocable Proxy constitutes and appoints Mr.
Jacobs as Mr.  Giura's  proxy,  to exercise  fully all voting rights for all the
Company's voting capital stock held by Mr. Giura,  directly or indirectly,  over
which he exercises control;  and (g) to waive and release all claims against the
Company, except those provided for in the Settlement Agreement.

As a party to the  Settlement  Agreement,  the Company  agreed to the following,
subject  to Mr.  Giura  complying  with his  obligations  under  the  Settlement
Agreement:  (i) to  release  the  debt  in the  aggregate  principal  amount  of
$545,074.73  owed by GMP to the  Company and to return the note in the amount of
$470,000  marked  "cancelled"  which  evidences  a  portion  of the  $545,074.73
aggregate  debt;  (ii) to reimburse Mr. Giura in the amount of $690.00 per month
for 12 months  commencing  September  1, 2004 and  ending  August  31,  2005 for
medical insurance  premiums;  (iii) to pay Mr. Giura to serve as a consultant to
the President and Chief  Executive  Officer of the Company for a 60 month period
commencing  September  1, 2004 and ending  August 31, 2009 for $8,333 per month,
which  amount  will be reduced  to $4,166  per month in the event the  Company's
common stock should close at $6.00 or higher for 10 consecutive days during said
60 month period,  said payment to be made  regardless of the death or disability
of Mr.  Giura;  (iv) to grant Mr.  Giura  three year  warrants to purchase up to
150,000  shares of the Company's  common stock at an exercise price of $3.50 per
share; and (v) upon Mr. Jacobs certifying that Mr. Giura has fully complied with
his obligations  under the Settlement  Agreement,  to deliver to Mr. Giura three
year warrants to purchase up to 150,000 shares of the Company's  common stock at
an  exercise  price  of  $4.50  per  share.  The  foregoing  description  of the
Settlement Agreement is qualified in its entirety by reference to the Settlement
Agreement,  a  copy  of  which  is  attached  hereto  as  Exhibit  99-1  and  is
incorporated herein by reference.


Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

(a)  Resignations of Officers and Directors.


John Giura  resigned as a director,  Vice Chairman of the Board of Directors and
Vice President of the Company, effective August 31, 2004.

(b) Appointment of Officers.

S.  Patrick  Martin,  a director  of the Company  was  appointed  to be the Vice
Chairman of the Board of Directors to fill the vacancy  left by Mr.  Giura.  Mr.
Martin has served as a member of the  Company's  Board of Directors  since April
2003.  Since 1999,  Mr. Martin has served as the  President and Chief  Executive
Officer of WebSourced, Inc., formerly known as WorldMall.com.  Prior to 1999 Mr.
Martin worked as an  independent  telecommunications  consultant.  The Company's
subsidiary,  WebSourced,  Inc.  paid Mr.  Martin a base salary of $182,897 and a
bonus of $20,625 for 2003 and a base  salary of $132,836  and a bonus of $17,164
for 2002.  WebSourced,  Inc. is currently paying Mr. Martin a salary at the rate
of $240,000 per year under an employment  contract  which  expires  December 31,
2008.  Beginning  November 2003, the Company began paying its directors $750 for
each  meeting  attended,  plus  reimbursement  for travel and  lodging  expenses
associated  therewith,  and  $250  for  each  meeting  attended  telephonically.
Pursuant to an "Employment  Agreement" dated as of January 1, 2004,  between Mr.
Martin  and the  Company's  subsidiary,  WebSourced,  Inc.,  a copy of which was
previously  filed by the  Company as an  exhibit  to its  Annual  Report on Form
10-KSB,  filed  March 1,  2004 (SEC File No.  33-19980-D):  (1) if Mr.  Martin's
Employment Agreement is terminated for any reason, WebSourced, Inc. will pay Mr.
Martin  all of the base and bonus  compensation  earned by him up to the date of
termination;  (2) if Mr.  Martin's  Employment  Agreement is terminated  without
cause,  WebSourced,  Inc.  will pay Mr.  Martin a severance  amount equal to all
amounts of his base compensation that would have become due through December 31,
2008, as if his employment with  WebSourced,  Inc. had not been  terminated.  In
2003,  the Company  granted Mr. Martin an employee  warrant to purchase  510,000
shares of the  Company's  common stock at an exercise  price of $0.13 per share,
which expires July 31, 2013. At December 31, 2003,  Mr. Martin held in the money
warrants  granting  him the right to purchase  743,147  shares of the  Company's
common stock, valued at $199,200.  Among these warrants,  33,417 were granted in
2000 at an  exercise  price of $2.00 per share  which was  reduced  to $0.45 per
share in 2004,  200,000  in 2002 at an  exercise  price of $.27 per  share,  and
510,000 in 2003 at an  exercise  price of $0.13 per share.  As of  February  11,
2004,  Mr.  Martin  owned,  directly  and  indirectly  2,893,891  shares  of the
Company's  common stock.  Mr. Martin executed an irrevocable  proxy granting Mr.
Jacobs  the right to vote all of Mr.  Martin's  shares  in favor of Mr.  Jacobs'
slate of  nominees  for the  Board of  Directors,  so long as Mr.  Jacobs is the
Company's  Chief  Executive  Officer and Mr.  Martin is included in his slate of
nominees.  The  2,893,891  shares of common stock owned by Mr.  Martin  includes
1,825,744  shares of common stock owned by Mr.  Martin plus  warrants  described
above plus a proxy to vote 325,000 shares of common stock owned by Negin Martin.
Mr. Martin is the brother of Jeffrey S. Martin, an employee of WebSourced, Inc.

(c) Election of a New Director.

Xavier  Hermosillo was appointed to the Company's  board,  effective  August 31,
2004.

Item 9.01 Exhibits

(d) The exhibits listed in the Exhibit Index immediately preceding such exhibits
are filed with this report.

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.

Dated:  September  7, 2004

CGI HOLDING CORPORATION.

By:/s/ Gerard M. Jacobs

Name: Gerard M. Jacobs
Title: President and Chief Executive Officer

                                 EXHIBIT INDEX
Exhibit Number     Description
99.1               Settlement Agreement, dated as of August 31, 2004, by and
                   among GMP, L.L.C., an Indiana limited liability corporation,
                   Safe Environment Corp. of Indiana, John Giura, Gerard M.
                   Jacobs and CGI Holding Corporation, a Nevada corporation.

                                  EXHIBIT 99.1
                              SETTLEMENT AGREEMENT


                              SETTLEMENT AGREEMENT



THIS SETTLEMENT  AGREEMENT is dated as of August 31, 2004 (this  "Agreement") by
and between GMP, L.L.C., an Indiana limited liability  corporation ("GMP"), Safe
Environment  Corp. of Indiana ("SECO"),  John Giura ("Giura"),  Gerard M. Jacobs
("Jacobs"), and CGI Holding Corporation, a Nevada corporation ("CGI").

In  consideration  of the mutual benefits to be derived and the  representations
and warranties,  conditions and promises herein  contained,  and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

                                   Background

1.  Reference  is hereby made to that  certain  Purchase  Agreement  dated as of
September  4,  2002 by and  between  GMP,  CGI,  SECO and Giura  (the  "Purchase
Agreement").  Words and terms defined in the Purchase Agreement are used in this
Agreement with the same meaning.

2.  Reference  is hereby made to that  certain  Agreement  dated March 31, 2003,
between GMP,  SECO,  Giura and CGI (the "March 31, 2003  Agreement").  Words and
terms defined in the March 31, 2003  Agreement are used in this  Agreement  with
the same meaning.

3. Pursuant to the March 31, 2003 Agreement:

(a) SECO, CGI and COPI signed the Amended St. Ann Escrow Distribution  Agreement
dated April 24, 2003, in regard to SECO's  construction  project in St. Missouri
(the "St.  Ann  Project"),  pursuant to which CGI is  entitled  to an  aggregate
disbursement of $300,000 from the Escrow Account (the "$300,000 Payment from the
St. Ann Escrow Account").

(b) Acadian sold certain of its  interests in its  so-called  "Garden  District"
housing development  located in St. Charles,  Missouri (the "St. Charles Housing
Project") to Horizon;

(c) Acadian  executed and delivered a certain  Promissory Note dated May 2, 2003
in the principal amount of $169,116 payable to GMP (the "$169,116 Note");

(d) Janet and Gerald  Winter (the  "Winters")  executed and  delivered a certain
Promissory Note dated May 2, 2003 in the principal amount of $31,884.00  payable
to GMP (the "$31,884 Note");

(e) U.S. Title, Acadian, the Winters, SECO, GMP and CGI executed and delivered a
certain  letter of  instructions  addressed to U.S.  Title dated May 2, 2003, in
connection  with  certain  disbursements  to be  made to CGI in  regard  to that
certain purchase  agreement  between Horizon and Acadian dated February 4, 2003,
as amended ("Instruction Letter No. 1"); and

(f) Acadian,  the Winters,  SECO,  GMP and CGI executed and  delivered a certain
letter of  instructions  addressed  to U.S.  Title dated May 2, 2003,  yet to be
signed by U.S. Title, in connection with certain disbursements to be made to CGI
in regard  to the  proceeds  of the sale of Lot 1 ("Lot  1") of the St.  Charles
Housing Project ("Instruction Letter No. 2").

4. The  aggregate  payments to be received by CGI in regard to the $169,116 Note
and the $31,884 Note pursuant to Instruction Letter No. 1 and Instruction Letter
No. 2 are  collectively  referred to as the  "$200,000  Payment from the Acadian
Development").

5. GMP and CGI hereby acknowledge that as of the date of this Agreement:

(a) GMP owes CGI an aggregate  principal amount of $545,074.73 in regard to: (1)
the  unpaid  portion  of the  $175,000  Post-Closing  Payment;  (2)  the  unpaid
principal of the $470,000 Note; (3) certain unpaid CIB Interest  Reimbursements;
(4) certain unpaid CIB Loan Fees Reimbursements;  and (5) certain other expenses
of GMP,  SECO or Giura for which Giura owes  reimbursement  to CGI  (hereinafter
referred to as the "GMP Aggregate Indebtedness to CGI"); and

(b) GMP's aggregate principal indebtedness to CGI of $545,074.73 is subject to a
maximum  potential  credit of  $300,000,  consisting  of:  (1)  $100,000  if the
$300,000  Payment  from the St.  Ann Escrow  Account  is paid in full;  and (ii)
$200,000 if the $200,000  Payment from the Acadian  Development is paid in full;
Therefore,  if the $300,000  Payment from the St. Ann Escrow  Account is paid in
full, and if the $200,000 Payment from the Acadian  Development is paid in full,
then the GMP  Aggregate  Indebtedness  to CGI would be reduced from  $545,074.73
down to $245,074.73.

6. Reference is hereby made to that certain  Indemnification  Agreement dated as
of  October  22,   2003,   between   Giura  and  CGI  (the   "Laborers   Lawsuit
Indemnification Agreement").

                                Settlement Terms

7. Giura hereby agrees as follows:

(a) Guira hereby agrees to immediately  provide CGI with evidence that Giura has
fully  completed  the payment of all amounts due and payable  under the Laborers
Lawsuit Indemnification Agreement;

(b)  Giura  hereby  resigns  as an  employee  and as a  member  of the  Board of
Directors of CGI, effective immediately;

(c) Giura hereby agrees to fully indemnify and hold harmless CGI against any and
all  damages,   losses,  payments,   judgments,   litigation  and  other  claims
(collectively,  "Claims")  of any  nature  whatsoever  in regard to the St.  Ann
Project,  including  but not  limited  to any  Claims by  insurance  or  bonding
companies in regard to payment, performance bonds or indemnity agreements issued
or entered into in regard to the St. Ann Project (collectively, "Bonding Company
Claims");

(d) Without  limiting  the  generality  of  Paragraph  7(c) above,  Giura hereby
represents,  warrants and  guarantees to CGI that:  (i) SECO shall  complete the
construction of the St. Ann Project,  and CGI shall not be subject to any Claims
including Bonding Company Claims in regard to the St. Ann Project;  and (ii) CGI
shall receive the $300,000 Payment from the St. Ann Escrow Account no later than
April 19, 2005;

(e) Giura shall cause the  Winters to deliver to CGI either  Instruction  Letter
No. 2 fully signed by all of the parties  thereto  including  U.S.  Title,  or a
similar  instruction  letter that is  acceptable  to CGI in its sole  discretion
signed by all of the parties  thereto  including an  alternative  title  company
disbursing agent;

(f) Giura hereby  acknowledges,  re-affirms  and  re-states  his signed  legally
binding Irrevocable Proxy dated February 25, 2002, which irrevocably constitutes
and  appoints  Jacobs as Giura's  proxy,  with respect to those shares of voting
capital stock of CGI held by Giura or by any corporation,  partnership, trust or
other entity legally or beneficially  owned or controlled by Giura,  directly or
indirectly,  to attend meetings of the  shareholders of CGI and to sign consents
of the shareholders of CGI, with full power to vote, consent,  and otherwise act
for Giura and in his name,  place and  stead,  in the same  manner,  to the same
extent,  and with the same effect as if Giura were personally present thereat or
signing thereto, giving Jacobs full power of substitution and revocation; and

(g) Giura  hereby  waives,  settles and  releases  any and all  rights,  titles,
interests and claims of any nature whatsoever, which he may now or in the future
have against CGI or any of its  subsidiaries,  directors,  officers,  employees,
agents, representatives, contractors, affiliates, or shareholders, including but
not  limited  to any and all  claims in regard to  salaries,  bonuses,  options,
warrants, expense reimbursements,  medical insurance,  other benefits,  contract
claims, indemnification, and all other claims and payments whatsoever, excepting
only claims against CGI in regard to any consideration owed to Giura pursuant to
Paragraph 8 below.

8. Subject to Giura's full compliance with Paragraph 7 above,  CGI hereby agrees
as follows:

(a) CGI shall settle,  release and waive the GMP Aggregate  Indebtedness to CGI,
and CGI shall return to GMP the $470,000 Note marked  "Cancelled" and the common
stock of SECO pledged to CGI pursuant to the Pledge Agreement;

(b) CGI shall reimburse Giura for Six Hundred Ninety Dollars ($690) per month of
the  premiums  for his  medical  insurance  to be obtained by Giura from a third
party,  during the twelve (12) month  period  commencing  September  1, 2004 and
ending August 31, 2005;

(c) CGI pay Giura to serve as a consultant to the President and Chief  Executive
Officer of CGI (as an  independent  contractor,  not as an employee)  during the
sixty-month period commencing  September 1, 2004 and ending August 31, 2009, for
a consideration  of Eight Thousand Three Hundred  Thirty-Three  Dollars ($8,333)
per month, provided that such consideration shall be immediately reduced to Four
Thousand One Hundred  Sixty-Six  Dollars  ($4,166) per month if and in the event
that  the  common  stock  of CGI  closes  at Six  Dollars  ($6.00)  (subject  to
appropriate  adjustment for stock splits, stock dividends,  recapitalizations or
other similar corporate transactions) or higher for ten (10) consecutive trading
days  during  said  sixty-month   period.  CGI  hereby  agrees  that:  (i)  Such
consideration  shall be paid by CGI to Giura  notwithstanding  the incapacity or
permanent  disability of Giura; and (ii) If Giura dies, then such  consideration
shall be paid by CGI to Giura's estate; and

(d) CGI hereby  grants to Giura  three (3) year  warrants  to purchase up to One
Hundred Fifty  Thousand  (150,000)  shares of common stock of CGI at an exercise
price of Three  Dollars and Fifty Cents  ($3.50) per share,  such warrants to be
issued  in  the  typical  form  of  warrant  (including  terms,  conditions  and
limitations)  typically used by CGI prior hereto except that such warrants shall
terminate if and in the event that Giura fails to fully comply with  Paragraph 7
above.

9. CGI hereby  grants to Giura  three (3) year  warrants  to  purchase up to One
Hundred Fifty  Thousand  (150,000)  shares of common stock of CGI at an exercise
price of Four  Dollars and Fifty Cents  ($4.50) per share,  such  warrants to be
issued  in  the  typical  form  of  warrant  (including  terms,  conditions  and
limitations)  typically used by CGI prior hereto except that such warrants shall
not be deemed to vest,  and shall not be delivered  by CGI to Giura,  unless and
until  Jacobs  certifies  to CGI that Giura has fully  complied  with all of his
obligations under Paragraph 7 above.

10.  This  Agreement  shall be  binding  upon,  inure to the  benefit  of and be
enforceable  by and against the parties hereto and their  respective  successors
and  permitted  assigns.  This  Agreement  shall not be  assignable by any party
without  the  written  consent  of the  other  parties  and any  such  purported
assignment  by any party  without  such  consent  shall be void.  No  amendment,
supplement, change or waiver of any term or condition of this Agreement shall be
effective unless in writing signed by all of the parties. A waiver of any breach
or failure to enforce any of the terms or conditions of this Agreement shall not
in any way  affect,  limit or waive a party's  rights  hereunder  at any time to
enforce  strict  compliance  thereafter  with  every term or  condition  of this
Agreement.  Each party  shall bear his or its own legal fees and other costs and
expenses  with  respect  to the  negotiation,  execution  and  delivery  of this
Agreement and the consummation of the transactions  hereunder. In the event that
any one or more of the  other  provisions  contained  in this  Agreement  or any
application  thereof shall be invalid,  illegal or unenforceable in any respect,
the validity,  legality or  enforceability  of the remaining  provisions of this
Agreement and any other application  thereof shall not in any way be affected or
impaired thereby; provided,  however, that to the extent permitted by applicable
law, any invalid,  illegal, or unenforceable provision may be considered for the
purpose of  determining  the intent of the parties in connection  with the other
provisions  of this  Agreement.  This  Agreement  contains the entire  agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all prior negotiations,  arrangements or understandings
with   respect   thereto,   and  there  are  no   representations,   warranties,
understandings  or  agreements  with respect to the subject  matter hereof other
than those  expressly set forth in this Agreement.  The descriptive  headings of
this  Agreement  are for  convenience  onl y and shall not control or affect the
meaning or construction of any provision of this Agreement.

11.  All  notices  or other  communications  which  are  required  or  permitted
hereunder shall be in writing and sufficient if (a) delivered  personally or (b)
sent by registered or certified mail, postage prepaid,  or (c) sent by overnight
courier with a nationally  recognized courier, or (d) via facsimile confirmed in
writing in any of the foregoing manners, as follows:

If to CGI or Jacobs:            Gerard M. Jacobs
                                c/o CGI Holding Corporation
                                100 North Waukegan Road
                                Lake Bluff, Illinois  60044

If to GMP, SECO or Giura:       John Giura
                                2600 South 25th Avenue
                                Broadview, IL  60155

If sent by mail,  notice shall be  considered  delivered  five (5) business days
after  the date of  mailing,  and if sent by any other  means  set forth  above,
notice shall be  considered  delivered  upon receipt  thereof.  Any party may by
notice  to the  other  parties  change  the  address  to which  notice  or other
communications to it are to be delivered or mailed.

12. This Agreement shall be governed by and construed and interpreted  according
to the internal  laws of the State of  Illinois,  determined  without  regard to
conflicts of law principles.  Any action, suit or other proceeding  initiated by
any party against any other party under or in connection with this Agreement may
be brought in any Federal or state court in the State of Illinois,  as the party
bringing such action,  suit or proceeding shall elect,  having jurisdiction over
the subject matter thereof.  All of the parties hereby submit  themselves to the
jurisdiction  of any such court and agree that service of process on them in any
such action,  suit or  proceeding  may be effected by the means by which notices
are to be given to it under this Agreement.

13. Notwithstanding any other provision of this Agreement,  this Agreement shall
not create benefits on behalf of any person other than the parties  hereto,  and
this  Agreement  shall be effective  only as between the parties  hereto,  their
successors and permitted assigns.

14. This Agreement may be executed in any number of counterparts,  and each such
counterpart  hereof shall be deemed to be an original  instrument,  but all such
counterparts  together shall constitute but one agreement.  Facsimile signatures
shall be treated as if they were originals.

In Witness  Whereof,  the undersigned have executed and delivered this Agreement
as of the date first above written, intending to be legally bound hereby.

CGI HOLDING CORPORATION


By_/s/ Gerard M. Jacobs
       Gerard M. Jacobs

GMP, L.L.C.


By /s/ John Giura
       John Giura

SAFE ENVIRONMENT CORP. OF INDIANA


By /s/  John Giura
        John Giura


/s/ John Giura
John Giura, in his individual capacity


/s/ Gerard M. Jacobs
Gerard M. Jacobs, in his individual capacity
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: August 31, 2004
                       (Date of earliest event reported)

                            CGI HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)
                                   33-19980-D
                             (Commission File No.)
                                   87-0450450
                       (IRS Employer Identification No.)

                            100 North Waukegan Road
                                   Suite 100
                           Lake Bluff, Illinois 60044
                    (Address of Principal Executive Offices)

                                 (847) 615-2890
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)

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Item 1.01       Entry into a Material Definitive Agreement.

CGI Holding  Corporation,  a Nevada  corporation (the "Company")  entered into a
Settlement  Agreement (the "Settlement  Agreement") with GMP, L.L.C., an Indiana
limited  liability  corporation  ("GMP"),  Safe  Environment  Corp.  of  Indiana
("SECO"),  John Giura and Gerard M. Jacobs,  dated August 31, 2004.  The parties
entered into the Settlement  Agreement to address: (1) Mr. Giura resigning as an
employee and director of the Company;  (2) the payment and settlement of certain
indebtedness owed the Company; and (3) certain payments and grants to be made by
the Company to Mr. Giura, among other things.

As a party to the Settlement Agreement Mr. Giura agreed to the following: (a) to
provide  proof of payment of all  amounts  due under a certain  "Indemnification
Agreement"  dated as of October 22, 2003,  between Mr. Giura and the Company,  a
copy of which was  previously  filed by the  Company as an exhibit to its Annual
Report on Form  10-KSB,  filed March 1, 2004 (SEC File No.  33-19980-D);  (b) to
resign as an employee  and director of the  Company;  (c) to indemnify  and hold
harmless the Company against all claims in regard to SECO's construction project
in St. Ann,  Missouri (the "St. Ann  Project");  (d) to  represent,  warrant and
guarantee  that SECO shall  complete  the St. Ann  Project  and that the Company
shall receive $300,000 from a certain St. Ann escrow account no later than April
19, 2005; (e) to cause Janet and Gerald Winter to deliver an instruction letter,
acceptable to the Company,  addressing  certain  disbursements to be made to the
Company,  executed by all appropriate  persons; (f) to reaffirm his "Irrevocable
Proxy" dated  February 25,  2002,  a copy of which was  previously  filed by the
Company as an exhibit to its Annual  Report on Form 10-KSB,  filed March 1, 2004
(SEC File No. 33-19980-D),  which Irrevocable Proxy constitutes and appoints Mr.
Jacobs as Mr.  Giura's  proxy,  to exercise  fully all voting rights for all the
Company's voting capital stock held by Mr. Giura,  directly or indirectly,  over
which he exercises control;  and (g) to waive and release all claims against the
Company, except those provided for in the Settlement Agreement.

As a party to the  Settlement  Agreement,  the Company  agreed to the following,
subject  to Mr.  Giura  complying  with his  obligations  under  the  Settlement
Agreement:  (i) to  release  the  debt  in the  aggregate  principal  amount  of
$545,074.73  owed by GMP to the  Company and to return the note in the amount of
$470,000  marked  "cancelled"  which  evidences  a  portion  of the  $545,074.73
aggregate  debt;  (ii) to reimburse Mr. Giura in the amount of $690.00 per month
for 12 months  commencing  September  1, 2004 and  ending  August  31,  2005 for
medical insurance  premiums;  (iii) to pay Mr. Giura to serve as a consultant to
the President and Chief  Executive  Officer of the Company for a 60 month period
commencing  September  1, 2004 and ending  August 31, 2009 for $8,333 per month,
which  amount  will be reduced  to $4,166  per month in the event the  Company's
common stock should close at $6.00 or higher for 10 consecutive days during said
60 month period,  said payment to be made  regardless of the death or disability
of Mr.  Giura;  (iv) to grant Mr.  Giura  three year  warrants to purchase up to
150,000  shares of the Company's  common stock at an exercise price of $3.50 per
share; and (v) upon Mr. Jacobs certifying that Mr. Giura has fully complied with
his obligations  under the Settlement  Agreement,  to deliver to Mr. Giura three
year warrants to purchase up to 150,000 shares of the Company's  common stock at
an  exercise  price  of  $4.50  per  share.  The  foregoing  description  of the
Settlement Agreement is qualified in its entirety by reference to the Settlement
Agreement,  a  copy  of  which  is  attached  hereto  as  Exhibit  99-1  and  is
incorporated herein by reference.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

(a)  Resignations of Officers and Directors.

John Giura  resigned as a director,  Vice Chairman of the Board of Directors and
Vice President of the Company, effective August 31, 2004.

(b) Appointment of Officers.

S.  Patrick  Martin,  a director  of the Company  was  appointed  to be the Vice
Chairman of the Board of Directors to fill the vacancy  left by Mr.  Giura.  Mr.
Martin has served as a member of the  Company's  Board of Directors  since April
2003.  Since 1999,  Mr. Martin has served as the  President and Chief  Executive
Officer of WebSourced, Inc., formerly known as WorldMall.com.  Prior to 1999 Mr.
Martin worked as an  independent  telecommunications  consultant.  The Company's
subsidiary,  WebSourced,  Inc.  paid Mr.  Martin a base salary of $182,897 and a
bonus of $20,625 for 2003 and a base  salary of $132,836  and a bonus of $17,164
for 2002.  WebSourced,  Inc. is currently paying Mr. Martin a salary at the rate
of $240,000 per year under an employment  contract  which  expires  December 31,
2008.  Beginning  November 2003, the Company began paying its directors $750 for
each  meeting  attended,  plus  reimbursement  for travel and  lodging  expenses
associated  therewith,  and  $250  for  each  meeting  attended  telephonically.
Pursuant to an "Employment  Agreement" dated as of January 1, 2004,  between Mr.
Martin  and the  Company's  subsidiary,  WebSourced,  Inc.,  a copy of which was
previously  filed by the  Company as an  exhibit  to its  Annual  Report on Form
10-KSB,  filed  March 1,  2004 (SEC File No.  33-19980-D):  (1) if Mr.  Martin's
Employment Agreement is terminated for any reason, WebSourced, Inc. will pay Mr.
Martin  all of the base and bonus  compensation  earned by him up to the date of
termination;  (2) if Mr.  Martin's  Employment  Agreement is terminated  without
cause,  WebSourced,  Inc.  will pay Mr.  Martin a severance  amount equal to all
amounts of his base compensation that would have become due through December 31,
2008, as if his employment with  WebSourced,  Inc. had not been  terminated.  In
2003,  the Company  granted Mr. Martin an employee  warrant to purchase  510,000
shares of the  Company's  common stock at an exercise  price of $0.13 per share,
which expires July 31, 2013. At December 31, 2003,  Mr. Martin held in the money
warrants  granting  him the right to purchase  743,147  shares of the  Company's
common stock, valued at $199,200.  Among these warrants,  33,417 were granted in
2000 at an  exercise  price of $2.00 per share  which was  reduced  to $0.45 per
share in 2004,  200,000  in 2002 at an  exercise  price of $.27 per  share,  and
510,000 in 2003 at an  exercise  price of $0.13 per share.  As of  February  11,
2004,  Mr.  Martin  owned,  directly  and  indirectly  2,893,891  shares  of the
Company's  common stock.  Mr. Martin executed an irrevocable  proxy granting Mr.
Jacobs  the right to vote all of Mr.  Martin's  shares  in favor of Mr.  Jacobs'
slate of  nominees  for the  Board of  Directors,  so long as Mr.  Jacobs is the
Company's  Chief  Executive  Officer and Mr.  Martin is included in his slate of
nominees.  The  2,893,891  shares of common stock owned by Mr.  Martin  includes
1,825,744  shares of common stock owned by Mr.  Martin plus  warrants  described
above plus a proxy to vote 325,000 shares of common stock owned by Negin Martin.
Mr. Martin is the brother of Jeffrey S. Martin, an employee of WebSourced, Inc.

(c) Election of a New Director.

Xavier  Hermosillo was appointed to the Company's  board,  effective  August 31,
2004.

Item 9.01 Exhibits

(d) The exhibits listed in the Exhibit Index immediately preceding such exhibits
are filed with this report.

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.

Dated:  September  7, 2004

CGI HOLDING CORPORATION.

By:/s/ Gerard M. Jacobs

Name: Gerard M. Jacobs
Title: President and Chief Executive Officer

                                 EXHIBIT INDEX
Exhibit Number     Description
99.1               Settlement Agreement, dated as of August 31, 2004, by and
                   among GMP, L.L.C., an Indiana limited liability corporation,
                   Safe Environment Corp. of Indiana, John Giura, Gerard M.
                   Jacobs and CGI Holding Corporation, a Nevada corporation.

                                  EXHIBIT 99.1
                              SETTLEMENT AGREEMENT

                              SETTLEMENT AGREEMENT

THIS SETTLEMENT  AGREEMENT is dated as of August 31, 2004 (this  "Agreement") by
and between GMP, L.L.C., an Indiana limited liability  corporation ("GMP"), Safe
Environment  Corp. of Indiana ("SECO"),  John Giura ("Giura"),  Gerard M. Jacobs
("Jacobs"), and CGI Holding Corporation, a Nevada corporation ("CGI").

In  consideration  of the mutual benefits to be derived and the  representations
and warranties,  conditions and promises herein  contained,  and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

                                   Background

1.  Reference  is hereby made to that  certain  Purchase  Agreement  dated as of
September  4,  2002 by and  between  GMP,  CGI,  SECO and Giura  (the  "Purchase
Agreement").  Words and terms defined in the Purchase Agreement are used in this
Agreement with the same meaning.

2.  Reference  is hereby made to that  certain  Agreement  dated March 31, 2003,
between GMP,  SECO,  Giura and CGI (the "March 31, 2003  Agreement").  Words and
terms defined in the March 31, 2003  Agreement are used in this  Agreement  with
the same meaning.

3. Pursuant to the March 31, 2003 Agreement:

(a) SECO, CGI and COPI signed the Amended St. Ann Escrow Distribution  Agreement
dated April 24, 2003, in regard to SECO's  construction  project in St. Missouri
(the "St.  Ann  Project"),  pursuant to which CGI is  entitled  to an  aggregate
disbursement of $300,000 from the Escrow Account (the "$300,000 Payment from the
St. Ann Escrow Account").

(b) Acadian sold certain of its  interests in its  so-called  "Garden  District"
housing development  located in St. Charles,  Missouri (the "St. Charles Housing
Project") to Horizon;

(c) Acadian  executed and delivered a certain  Promissory Note dated May 2, 2003
in the principal amount of $169,116 payable to GMP (the "$169,116 Note");

(d) Janet and Gerald  Winter (the  "Winters")  executed and  delivered a certain
Promissory Note dated May 2, 2003 in the principal amount of $31,884.00  payable
to GMP (the "$31,884 Note");

(e) U.S. Title, Acadian, the Winters, SECO, GMP and CGI executed and delivered a
certain  letter of  instructions  addressed to U.S.  Title dated May 2, 2003, in
connection  with  certain  disbursements  to be  made to CGI in  regard  to that
certain purchase  agreement  between Horizon and Acadian dated February 4, 2003,
as amended ("Instruction Letter No. 1"); and

(f) Acadian,  the Winters,  SECO,  GMP and CGI executed and  delivered a certain
letter of  instructions  addressed  to U.S.  Title dated May 2, 2003,  yet to be
signed by U.S. Title, in connection with certain disbursements to be made to CGI
in regard  to the  proceeds  of the sale of Lot 1 ("Lot  1") of the St.  Charles
Housing Project ("Instruction Letter No. 2").

4. The  aggregate  payments to be received by CGI in regard to the $169,116 Note
and the $31,884 Note pursuant to Instruction Letter No. 1 and Instruction Letter
No. 2 are  collectively  referred to as the  "$200,000  Payment from the Acadian
Development").

5. GMP and CGI hereby acknowledge that as of the date of this Agreement:

(a) GMP owes CGI an aggregate  principal amount of $545,074.73 in regard to: (1)
the  unpaid  portion  of the  $175,000  Post-Closing  Payment;  (2)  the  unpaid
principal of the $470,000 Note; (3) certain unpaid CIB Interest  Reimbursements;
(4) certain unpaid CIB Loan Fees Reimbursements;  and (5) certain other expenses
of GMP,  SECO or Giura for which Giura owes  reimbursement  to CGI  (hereinafter
referred to as the "GMP Aggregate Indebtedness to CGI"); and

(b) GMP's aggregate principal indebtedness to CGI of $545,074.73 is subject to a
maximum  potential  credit of  $300,000,  consisting  of:  (1)  $100,000  if the
$300,000  Payment  from the St.  Ann Escrow  Account  is paid in full;  and (ii)
$200,000 if the $200,000  Payment from the Acadian  Development is paid in full;
Therefore,  if the $300,000  Payment from the St. Ann Escrow  Account is paid in
full, and if the $200,000 Payment from the Acadian  Development is paid in full,
then the GMP  Aggregate  Indebtedness  to CGI would be reduced from  $545,074.73
down to $245,074.73.

6. Reference is hereby made to that certain  Indemnification  Agreement dated as
of  October  22,   2003,   between   Giura  and  CGI  (the   "Laborers   Lawsuit
Indemnification Agreement").

                                Settlement Terms

7. Giura hereby agrees as follows:

(a) Guira hereby agrees to immediately  provide CGI with evidence that Giura has
fully  completed  the payment of all amounts due and payable  under the Laborers
Lawsuit Indemnification Agreement;

(b)  Giura  hereby  resigns  as an  employee  and as a  member  of the  Board of
Directors of CGI, effective immediately;

(c) Giura hereby agrees to fully indemnify and hold harmless CGI against any and
all  damages,   losses,  payments,   judgments,   litigation  and  other  claims
(collectively,  "Claims")  of any  nature  whatsoever  in regard to the St.  Ann
Project,  including  but not  limited  to any  Claims by  insurance  or  bonding
companies in regard to payment, performance bonds or indemnity agreements issued
or entered into in regard to the St. Ann Project (collectively, "Bonding Company
Claims");

(d) Without  limiting  the  generality  of  Paragraph  7(c) above,  Giura hereby
represents,  warrants and  guarantees to CGI that:  (i) SECO shall  complete the
construction of the St. Ann Project,  and CGI shall not be subject to any Claims
including Bonding Company Claims in regard to the St. Ann Project;  and (ii) CGI
shall receive the $300,000 Payment from the St. Ann Escrow Account no later than
April 19, 2005;

(e) Giura shall cause the  Winters to deliver to CGI either  Instruction  Letter
No. 2 fully signed by all of the parties  thereto  including  U.S.  Title,  or a
similar  instruction  letter that is  acceptable  to CGI in its sole  discretion
signed by all of the parties  thereto  including an  alternative  title  company
disbursing agent;

(f) Giura hereby  acknowledges,  re-affirms  and  re-states  his signed  legally
binding Irrevocable Proxy dated February 25, 2002, which irrevocably constitutes
and  appoints  Jacobs as Giura's  proxy,  with respect to those shares of voting
capital stock of CGI held by Giura or by any corporation,  partnership, trust or
other entity legally or beneficially  owned or controlled by Giura,  directly or
indirectly,  to attend meetings of the  shareholders of CGI and to sign consents
of the shareholders of CGI, with full power to vote, consent,  and otherwise act
for Giura and in his name,  place and  stead,  in the same  manner,  to the same
extent,  and with the same effect as if Giura were personally present thereat or
signing thereto, giving Jacobs full power of substitution and revocation; and

(g) Giura  hereby  waives,  settles and  releases  any and all  rights,  titles,
interests and claims of any nature whatsoever, which he may now or in the future
have against CGI or any of its  subsidiaries,  directors,  officers,  employees,
agents, representatives, contractors, affiliates, or shareholders, including but
not  limited  to any and all  claims in regard to  salaries,  bonuses,  options,
warrants, expense reimbursements,  medical insurance,  other benefits,  contract
claims, indemnification, and all other claims and payments whatsoever, excepting
only claims against CGI in regard to any consideration owed to Giura pursuant to
Paragraph 8 below.

8. Subject to Giura's full compliance with Paragraph 7 above,  CGI hereby agrees
as follows:

(a) CGI shall settle,  release and waive the GMP Aggregate  Indebtedness to CGI,
and CGI shall return to GMP the $470,000 Note marked  "Cancelled" and the common
stock of SECO pledged to CGI pursuant to the Pledge Agreement;

(b) CGI shall reimburse Giura for Six Hundred Ninety Dollars ($690) per month of
the  premiums  for his  medical  insurance  to be obtained by Giura from a third
party,  during the twelve (12) month  period  commencing  September  1, 2004 and
ending August 31, 2005;

(c) CGI pay Giura to serve as a consultant to the President and Chief  Executive
Officer of CGI (as an  independent  contractor,  not as an employee)  during the
sixty-month period commencing  September 1, 2004 and ending August 31, 2009, for
a consideration  of Eight Thousand Three Hundred  Thirty-Three  Dollars ($8,333)
per month, provided that such consideration shall be immediately reduced to Four
Thousand One Hundred  Sixty-Six  Dollars  ($4,166) per month if and in the event
that  the  common  stock  of CGI  closes  at Six  Dollars  ($6.00)  (subject  to
appropriate  adjustment for stock splits, stock dividends,  recapitalizations or
other similar corporate transactions) or higher for ten (10) consecutive trading
days  during  said  sixty-month   period.  CGI  hereby  agrees  that:  (i)  Such
consideration  shall be paid by CGI to Giura  notwithstanding  the incapacity or
permanent  disability of Giura; and (ii) If Giura dies, then such  consideration
shall be paid by CGI to Giura's estate; and

(d) CGI hereby  grants to Giura  three (3) year  warrants  to purchase up to One
Hundred Fifty  Thousand  (150,000)  shares of common stock of CGI at an exercise
price of Three  Dollars and Fifty Cents  ($3.50) per share,  such warrants to be
issued  in  the  typical  form  of  warrant  (including  terms,  conditions  and
limitations)  typically used by CGI prior hereto except that such warrants shall
terminate if and in the event that Giura fails to fully comply with  Paragraph 7
above.

9. CGI hereby  grants to Giura  three (3) year  warrants  to  purchase up to One
Hundred Fifty  Thousand  (150,000)  shares of common stock of CGI at an exercise
price of Four  Dollars and Fifty Cents  ($4.50) per share,  such  warrants to be
issued  in  the  typical  form  of  warrant  (including  terms,  conditions  and
limitations)  typically used by CGI prior hereto except that such warrants shall
not be deemed to vest,  and shall not be delivered  by CGI to Giura,  unless and
until  Jacobs  certifies  to CGI that Giura has fully  complied  with all of his
obligations under Paragraph 7 above.

10.  This  Agreement  shall be  binding  upon,  inure to the  benefit  of and be
enforceable  by and against the parties hereto and their  respective  successors
and  permitted  assigns.  This  Agreement  shall not be  assignable by any party
without  the  written  consent  of the  other  parties  and any  such  purported
assignment  by any party  without  such  consent  shall be void.  No  amendment,
supplement, change or waiver of any term or condition of this Agreement shall be
effective unless in writing signed by all of the parties. A waiver of any breach
or failure to enforce any of the terms or conditions of this Agreement shall not
in any way  affect,  limit or waive a party's  rights  hereunder  at any time to
enforce  strict  compliance  thereafter  with  every term or  condition  of this
Agreement.  Each party  shall bear his or its own legal fees and other costs and
expenses  with  respect  to the  negotiation,  execution  and  delivery  of this
Agreement and the consummation of the transactions  hereunder. In the event that
any one or more of the  other  provisions  contained  in this  Agreement  or any
application  thereof shall be invalid,  illegal or unenforceable in any respect,
the validity,  legality or  enforceability  of the remaining  provisions of this
Agreement and any other application  thereof shall not in any way be affected or
impaired thereby; provided,  however, that to the extent permitted by applicable
law, any invalid,  illegal, or unenforceable provision may be considered for the
purpose of  determining  the intent of the parties in connection  with the other
provisions  of this  Agreement.  This  Agreement  contains the entire  agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all prior negotiations,  arrangements or understandings
with   respect   thereto,   and  there  are  no   representations,   warranties,
understandings  or  agreements  with respect to the subject  matter hereof other
than those  expressly set forth in this Agreement.  The descriptive  headings of
this  Agreement  are for  convenience  onl y and shall not control or affect the
meaning or construction of any provision of this Agreement.

11.  All  notices  or other  communications  which  are  required  or  permitted
hereunder shall be in writing and sufficient if (a) delivered  personally or (b)
sent by registered or certified mail, postage prepaid,  or (c) sent by overnight
courier with a nationally  recognized courier, or (d) via facsimile confirmed in
writing in any of the foregoing manners, as follows:

If to CGI or Jacobs:            Gerard M. Jacobs
                                c/o CGI Holding Corporation
                                100 North Waukegan Road
                                Lake Bluff, Illinois  60044

If to GMP, SECO or Giura:       John Giura
                                2600 South 25th Avenue
                                Broadview, IL  60155

If sent by mail,  notice shall be  considered  delivered  five (5) business days
after  the date of  mailing,  and if sent by any other  means  set forth  above,
notice shall be  considered  delivered  upon receipt  thereof.  Any party may by
notice  to the  other  parties  change  the  address  to which  notice  or other
communications to it are to be delivered or mailed.

12. This Agreement shall be governed by and construed and interpreted  according
to the internal  laws of the State of  Illinois,  determined  without  regard to
conflicts of law principles.  Any action, suit or other proceeding  initiated by
any party against any other party under or in connection with this Agreement may
be brought in any Federal or state court in the State of Illinois,  as the party
bringing such action,  suit or proceeding shall elect,  having jurisdiction over
the subject matter thereof.  All of the parties hereby submit  themselves to the
jurisdiction  of any such court and agree that service of process on them in any
such action,  suit or  proceeding  may be effected by the means by which notices
are to be given to it under this Agreement.

13. Notwithstanding any other provision of this Agreement,  this Agreement shall
not create benefits on behalf of any person other than the parties  hereto,  and
this  Agreement  shall be effective  only as between the parties  hereto,  their
successors and permitted assigns.

14. This Agreement may be executed in any number of counterparts,  and each such
counterpart  hereof shall be deemed to be an original  instrument,  but all such
counterparts  together shall constitute but one agreement.  Facsimile signatures
shall be treated as if they were originals.

In Witness  Whereof,  the undersigned have executed and delivered this Agreement
as of the date first above written, intending to be legally bound hereby.

CGI HOLDING CORPORATION

By_/s/ Gerard M. Jacobs
       Gerard M. Jacobs

GMP, L.L.C.

By /s/ John Giura
       John Giura

SAFE ENVIRONMENT CORP. OF INDIANA

By /s/  John Giura
        John Giura

/s/ John Giura
John Giura, in his individual capacity

/s/ Gerard M. Jacobs
Gerard M. Jacobs, in his individual capacity