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

                       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

100 North Waukegan Road, Suite 100, Lake Bluff, Illinois       60044
--------------------------------------------------        --------------
(Address of principal executive offices)                    (Zip Code)

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


ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Company's  WebSourced,  Inc. subsidiary has hired Mr. Jody Brown to serve as
its Chief Financial Officer. Mr. Brown formally was a partner in Poulos & Bayer,
Chicago,  Illinois, the independent auditors of the Company. On August 30, 2004,
the Company received written notification that due to this hiring, in accordance
with Section 10A of the  Securities  Exchange Act of 1934, as amended by Section
206 of the Sarbanes-Oxley Act of 2002, Poulos & Bayer has withdrawn from serving
as the Company's independent auditors for the required cooling off period of one
year.  The Company  intends to engage a new firm of  independent  auditors later
this year.

ITEM 5. OTHER EVENTS

On August 30, 2004,  the Company moved its  headquarters  to 100 North  Waukegan
Road, Suite 100, Lake Bluff, Illinois 60044. The Company's new phone number will
be (847)  615-2890.  The  Company's  new fax number will be  (847)615-2980.  The
Company has signed a 1-year Office Lease  Agreement of 840 square feet of office
space at a base rent of $1,260 per month.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 1


                                 POULOS & BAYER
                          CERTIFIED PUBLIC ACCOUNTANTS
                        ONE EAST WACKER DRIVE, SUITE 2702
                             CHICAGO, ILLINOIS 60601
                                 (312) 329-1199

ANTHONY J. POULOS, C.P.A.                                    Member
HOWARD N. BAYER, C.P.A.                                Illinois Society of
                                                   Certified Public Accountants

                                                      American Institute of
                                                   Certified Public Accountants


August 26, 2004

Mr. Gerard M Jacobs
CGIH Holding Corp.
520 Lake Cook Road
Deerfield, IL 60015

Dear Mr. Jacobs,

This  correspondence  relates to your offer to Mr. Jody Brown and his acceptance
to be  employed  as the  chief  financial  officer  of  CGIH  Holding  Corp.  In
accordance  with Section 10A of the Securities  Exchange Act of 1934, as amended
by Section 206 of the  Sarbanes-Oxley Act of 2002, we must withdraw as being the
independent  auditors of CGIH Holding Corp. for the required  cooling off period
of one year.

With sincere regrets,

/s/ Anthony J. Poulos

Anthony J. Poulos


   ONE EAST WACKER DRIVE, SUITE 2702, CHICAGO, ILLINOIS 60601 (312) 329-1199
                               FAX (312)329-1124
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{"company-data": {"conformed-name": "CGI HOLDING CORP", "cik": "0000829323", "assigned-sic": "7370", "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": "041009092"}, "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 31, 2004

                       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

100 North Waukegan Road, Suite 100, Lake Bluff, Illinois       60044
--------------------------------------------------        --------------
(Address of principal executive offices)                    (Zip Code)

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

ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Company's  WebSourced,  Inc. subsidiary has hired Mr. Jody Brown to serve as
its Chief Financial Officer. Mr. Brown formally was a partner in Poulos & Bayer,
Chicago,  Illinois, the independent auditors of the Company. On August 30, 2004,
the Company received written notification that due to this hiring, in accordance
with Section 10A of the  Securities  Exchange Act of 1934, as amended by Section
206 of the Sarbanes-Oxley Act of 2002, Poulos & Bayer has withdrawn from serving
as the Company's independent auditors for the required cooling off period of one
year.  The Company  intends to engage a new firm of  independent  auditors later
this year.

ITEM 5. OTHER EVENTS

On August 30, 2004,  the Company moved its  headquarters  to 100 North  Waukegan
Road, Suite 100, Lake Bluff, Illinois 60044. The Company's new phone number will
be (847)  615-2890.  The  Company's  new fax number will be  (847)615-2980.  The
Company has signed a 1-year Office Lease  Agreement of 840 square feet of office
space at a base rent of $1,260 per month.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 1

                                 POULOS & BAYER
                          CERTIFIED PUBLIC ACCOUNTANTS
                        ONE EAST WACKER DRIVE, SUITE 2702
                             CHICAGO, ILLINOIS 60601
                                 (312) 329-1199

ANTHONY J. POULOS, C.P.A.                                    Member
HOWARD N. BAYER, C.P.A.                                Illinois Society of
                                                   Certified Public Accountants

                                                      American Institute of
                                                   Certified Public Accountants

August 26, 2004

Mr. Gerard M Jacobs
CGIH Holding Corp.
520 Lake Cook Road
Deerfield, IL 60015

Dear Mr. Jacobs,

This  correspondence  relates to your offer to Mr. Jody Brown and his acceptance
to be  employed  as the  chief  financial  officer  of  CGIH  Holding  Corp.  In
accordance  with Section 10A of the Securities  Exchange Act of 1934, as amended
by Section 206 of the  Sarbanes-Oxley Act of 2002, we must withdraw as being the
independent  auditors of CGIH Holding Corp. for the required  cooling off period
of one year.

With sincere regrets,

/s/ Anthony J. Poulos

Anthony J. Poulos

   ONE EAST WACKER DRIVE, SUITE 2702, CHICAGO, ILLINOIS 60601 (312) 329-1199
                               FAX (312)329-1124