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 29, 2003


                       COMMISSION FILE NUMBER: 33-19980-D

                            CGI HOLDING CORPORATION
                            -----------------------
       (Exact name of small business issuer as specified in its charter)

       Nevada                              87-0450450
-----------------------------          ---------------------------
State of other jurisdiction of          I.R.S. Employer I.D. No.
incorporation or organization

300 N MANNHEIM ROAD, HILLSIDE, ILLINOIS                  60162
------------------------------------------             --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code    (708) 547-0401
                                                   -----------------

Item 5. Other Information.

Litigation Matters

(1) CGI  Holding  Corporation  and  WebSourced,  Inc.,  Plaintiffs,  vs.  Global
Payments, Inc., Defendant,  Action No. 03A 10759-5, in the State Court of DeKalb
County,  Georgia.  CGI Holding  Corporation (the "Company") and its wholly-owned
subsidiary   WebSourced,   Inc.   ("WebSourced")  (the  Company  and  WebSourced
collectively,  the  "Plaintiffs")  have  sued  Global  Payments,  Inc.  ("Global
Payments"),  WebSourced's former credit card processor, for Compensatory Damages
in excess of $125,000,  plus  consequential,  punitive  and/or treble damages in
connection  with  Global  Payments'  alleged  breach of  contract,  unauthorized
conversion  of  funds,   tortious   interference  with  contractual   relations,
fraudulent  misrepresentation and concealment,  negligent  misrepresentation and
concealment, unjust enrichment,  violation of North Carolina banking law, unfair
trade  practices  under North Carolina law, and violation of the Civil Racketeer
Influenced and Corrupt  Organization Acts (RICO). In the lawsuit, the Plaintiffs
claim among other things: that WebSourced entered into a Merchant Agreement with
Global  Payments  for the purpose of  processing  credit card  payments  for the
services provided by WebSourced to its clients; that WebSourced had two accounts
with Global  Payments (the  "Accounts");  that the Merchant  Agreement  required
Global  Payments to return to WebSourced  any funds or  receivables in the event
that Global  Payments  cancelled the Accounts;  that if Global Payments set up a
reserve  account,  Global Payments was only entitled to hold receivables in that
account  until the  expiration  of the period  within which a WebSourced  client
could request a refund or  "chargeback";  that Global Payments  unilaterally and
without  justification or notice to WebSourced,  cancelled both of the Accounts;
that  despite  closing  the  Accounts,  Global  Payments  continued  to  process
transactions  with  WebSourced's  customers,  without giving  WebSourced  notice
thereof;  that Global  Payments  delayed  sending  notice to WebSourced so as to
allow  Global  Payments to  improperly  continue to process,  accept and collect
credit  card  transactions  from  WebSourced's  customers,  even  though  Global
Payments had already purported to cancel the Accounts and Global Payments had no
intention of releasing the funds from the credit card transactions;  that Global
Payments subsequently refused to release the funds collected by Global Payments;
that Global  Payments  failed and refused to give an accounting  for the amounts
withheld  by  Global   Payments;   that  Global  Payments   provided   erroneous
accountings;  that Global Payments handled chargebacks in violation of the terms
of  its  Merchant  Agreement  with  WebSourced;  that  Global  Payments  allowed
chargebacks  against the Accounts in bad faith;  that Global Payments placed the
monies withheld in unauthorized  accounts;  and that Global Payments  refused to
release  undisputed  funds that Global  Payments  admitted  as being owed.  As a
result, the Plaintiffs are seeking damages to the maximum extent permitted under
applicable law. We intend to vigorously pursue this litigation.  At this time we
cannot predict the outcome of this litigation.

(2) Statewide Insurance Company,  Plaintiff, vs. ACS Construction Services, LLC,
CGI Holding Corporation, Barry Ash, and Sheri Ash, Case No. 03CC-003006 S CV, in
the Circuit Court of St. Louis County,  Missouri.  Statewide  Insurance  Company
("Statewide")  has  sued  the  CGI  Holding  Corporation  (the  "Company"),  ACS
Construction Services, LLC ("ACS"), Barry Ash, and Sheri Ash (collectively,  the
"Defendants"),  for $2,200,000 in connection with the  construction of a Comfort
Inn & Suites  located in O'Fallon,  Missouri  (the  "Project").  In the lawsuit,
Statewide claims among other things:  that Statewide issued a Payment Bond and a
Performance  Bond in the amount of $2,681,111,  pursuant to which  Statewide was
the surety,  ACS was the principal,  and RAMA, L.L.C.  ("RAMA") was the obligee;
that in order to induce the issuance of such Payment Bond and Performance  Bond,
the Defendants  each executed and delivered to Statewide a General  Agreement of
Indemnity;  that RAMA  terminated  ACS from the Contract for  Construction  with
respect  to the  Project,  and made a  demand  upon  Statewide  to  fulfill  its
obligations  under such Performance Bond; that in performance of its obligations
under  such  Performance  Bond,  Statewide  retained  the  services  of  another
construction  company  to  complete  the  Project;  that  claims  have also been
asserted under such Payment Bond by  subcontractors  and suppliers for labor and
material provided to the Project for the benefit of ACS; that Statewide has paid
or will pay approximately $2,000,000 in order to discharge its obligations under
such Payment  Bond and such  Performance  Bond and has incurred  legal and other
expenses of  approximately  $200,000  for which it is entitled to  reimbursement
under such General  Agreement of Indemnity;  that the Defendants  have failed to
reimburse  Statewide  according  to the  terms  of  such  General  Agreement  of
Indemnity;  and  that  pursuant  to the  terms  of  such  General  Agreement  of
Indemnity,  Statewide  is  entitled  to  judgment  against  the  Defendants  for
$2,200,000  plus  additional  attorneys  fees incurred  hereafter,  interest and
costs.  We intend to vigorously  pursue a number of defenses and claims  against
third parties.  At this time we cannot  predict the outcome of this  litigation.
However,  if and in the event that a final  judgment  were to be entered in this
litigation  against us in a material  amount,  such a judgment  could  render us
insolvent or could cause us to seek  protection  from  creditors  in  bankruptcy
court.


                               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


Date : September 2, 2003        By: /s/ Gerard M. Jacobs
                                ----------------------------------
                                Gerard M. Jacobs
                                President, Chief Executive Officer,
                                Treasurer, Secretary
[{"type": "8-K", "sequence": "1", "filename": "cgi8k.txt", "description": "FORM 8-K FOR PENDING LAWSUITS", "secsgml_size_bytes": 7717}]
{"company-data": {"conformed-name": "CGI HOLDING CORP", "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": "03875429"}, "business-address": {"street1": "300 N MANNHEIM", "city": "HILLSIDE", "state": "IL", "zip": "60162", "phone": "7083570900"}, "mail-address": {"street1": "300 N MANNHEIM", "city": "HILLSIDE", "state": "IL", "zip": "60162"}, "former-company": [{"former-conformed-name": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}]}
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 29, 2003

                       COMMISSION FILE NUMBER: 33-19980-D

                            CGI HOLDING CORPORATION
                            -----------------------
       (Exact name of small business issuer as specified in its charter)

       Nevada                              87-0450450
-----------------------------          ---------------------------
State of other jurisdiction of          I.R.S. Employer I.D. No.
incorporation or organization

300 N MANNHEIM ROAD, HILLSIDE, ILLINOIS                  60162
------------------------------------------             --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code    (708) 547-0401
                                                   -----------------

Item 5. Other Information.

Litigation Matters

(1) CGI  Holding  Corporation  and  WebSourced,  Inc.,  Plaintiffs,  vs.  Global
Payments, Inc., Defendant,  Action No. 03A 10759-5, in the State Court of DeKalb
County,  Georgia.  CGI Holding  Corporation (the "Company") and its wholly-owned
subsidiary   WebSourced,   Inc.   ("WebSourced")  (the  Company  and  WebSourced
collectively,  the  "Plaintiffs")  have  sued  Global  Payments,  Inc.  ("Global
Payments"),  WebSourced's former credit card processor, for Compensatory Damages
in excess of $125,000,  plus  consequential,  punitive  and/or treble damages in
connection  with  Global  Payments'  alleged  breach of  contract,  unauthorized
conversion  of  funds,   tortious   interference  with  contractual   relations,
fraudulent  misrepresentation and concealment,  negligent  misrepresentation and
concealment, unjust enrichment,  violation of North Carolina banking law, unfair
trade  practices  under North Carolina law, and violation of the Civil Racketeer
Influenced and Corrupt  Organization Acts (RICO). In the lawsuit, the Plaintiffs
claim among other things: that WebSourced entered into a Merchant Agreement with
Global  Payments  for the purpose of  processing  credit card  payments  for the
services provided by WebSourced to its clients; that WebSourced had two accounts
with Global  Payments (the  "Accounts");  that the Merchant  Agreement  required
Global  Payments to return to WebSourced  any funds or  receivables in the event
that Global  Payments  cancelled the Accounts;  that if Global Payments set up a
reserve  account,  Global Payments was only entitled to hold receivables in that
account  until the  expiration  of the period  within which a WebSourced  client
could request a refund or  "chargeback";  that Global Payments  unilaterally and
without  justification or notice to WebSourced,  cancelled both of the Accounts;
that  despite  closing  the  Accounts,  Global  Payments  continued  to  process
transactions  with  WebSourced's  customers,  without giving  WebSourced  notice
thereof;  that Global  Payments  delayed  sending  notice to WebSourced so as to
allow  Global  Payments to  improperly  continue to process,  accept and collect
credit  card  transactions  from  WebSourced's  customers,  even  though  Global
Payments had already purported to cancel the Accounts and Global Payments had no
intention of releasing the funds from the credit card transactions;  that Global
Payments subsequently refused to release the funds collected by Global Payments;
that Global  Payments  failed and refused to give an accounting  for the amounts
withheld  by  Global   Payments;   that  Global  Payments   provided   erroneous
accountings;  that Global Payments handled chargebacks in violation of the terms
of  its  Merchant  Agreement  with  WebSourced;  that  Global  Payments  allowed
chargebacks  against the Accounts in bad faith;  that Global Payments placed the
monies withheld in unauthorized  accounts;  and that Global Payments  refused to
release  undisputed  funds that Global  Payments  admitted  as being owed.  As a
result, the Plaintiffs are seeking damages to the maximum extent permitted under
applicable law. We intend to vigorously pursue this litigation.  At this time we
cannot predict the outcome of this litigation.

(2) Statewide Insurance Company,  Plaintiff, vs. ACS Construction Services, LLC,
CGI Holding Corporation, Barry Ash, and Sheri Ash, Case No. 03CC-003006 S CV, in
the Circuit Court of St. Louis County,  Missouri.  Statewide  Insurance  Company
("Statewide")  has  sued  the  CGI  Holding  Corporation  (the  "Company"),  ACS
Construction Services, LLC ("ACS"), Barry Ash, and Sheri Ash (collectively,  the
"Defendants"),  for $2,200,000 in connection with the  construction of a Comfort
Inn & Suites  located in O'Fallon,  Missouri  (the  "Project").  In the lawsuit,
Statewide claims among other things:  that Statewide issued a Payment Bond and a
Performance  Bond in the amount of $2,681,111,  pursuant to which  Statewide was
the surety,  ACS was the principal,  and RAMA, L.L.C.  ("RAMA") was the obligee;
that in order to induce the issuance of such Payment Bond and Performance  Bond,
the Defendants  each executed and delivered to Statewide a General  Agreement of
Indemnity;  that RAMA  terminated  ACS from the Contract for  Construction  with
respect  to the  Project,  and made a  demand  upon  Statewide  to  fulfill  its
obligations  under such Performance Bond; that in performance of its obligations
under  such  Performance  Bond,  Statewide  retained  the  services  of  another
construction  company  to  complete  the  Project;  that  claims  have also been
asserted under such Payment Bond by  subcontractors  and suppliers for labor and
material provided to the Project for the benefit of ACS; that Statewide has paid
or will pay approximately $2,000,000 in order to discharge its obligations under
such Payment  Bond and such  Performance  Bond and has incurred  legal and other
expenses of  approximately  $200,000  for which it is entitled to  reimbursement
under such General  Agreement of Indemnity;  that the Defendants  have failed to
reimburse  Statewide  according  to the  terms  of  such  General  Agreement  of
Indemnity;  and  that  pursuant  to the  terms  of  such  General  Agreement  of
Indemnity,  Statewide  is  entitled  to  judgment  against  the  Defendants  for
$2,200,000  plus  additional  attorneys  fees incurred  hereafter,  interest and
costs.  We intend to vigorously  pursue a number of defenses and claims  against
third parties.  At this time we cannot  predict the outcome of this  litigation.
However,  if and in the event that a final  judgment  were to be entered in this
litigation  against us in a material  amount,  such a judgment  could  render us
insolvent or could cause us to seek  protection  from  creditors  in  bankruptcy
court.

                               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

Date : September 2, 2003        By: /s/ Gerard M. Jacobs
                                ----------------------------------
                                Gerard M. Jacobs
                                President, Chief Executive Officer,
                                Treasurer, Secretary