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 : MARCH 16, 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

520 LAKE COOK ROAD, SUITE 690, DEERFIELD, ILLINOIS          60015
--------------------------------------------------     --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code       (847) 282-5005
                                                   -----------------


Item 5. OTHER EVENTS

On March 9, 2004, the Company completed a private placement of common stock. The
Company sold a total of 1,718,750  unregistered  shares of the Company's  common
stock to a group of investors at a price of $1.60 per share,  thereby  raising a
total of $2.75  million for the  Company.  No fees or warrants  were paid by the
Company,  and no demand  registration  rights were  granted by the  Company,  in
regard to this financing. The $2.75 million will be used to pay off the debts of
the  Company  and its  Websourced,  Inc.  subsidiary,  including  paying off the
remaining  $936,966.75 owed by the Company to Statewide  Insurance  Company at a
$200,000  discount.  The remaining funds raised in the private placement will be
used to assist the growth of the Company's Websourced,  Inc. subsidiary,  and as
general working capital
[{"type": "8-K", "sequence": "1", "filename": "form8k031604.txt", "description": "PRIVATE PLACEMENT OF 2.75 M OF COMMON STOCK", "secsgml_size_bytes": 2051}]
{"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": "04672833"}, "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 : MARCH 16, 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

520 LAKE COOK ROAD, SUITE 690, DEERFIELD, ILLINOIS          60015
--------------------------------------------------     --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code       (847) 282-5005
                                                   -----------------

Item 5. OTHER EVENTS

On March 9, 2004, the Company completed a private placement of common stock. The
Company sold a total of 1,718,750  unregistered  shares of the Company's  common
stock to a group of investors at a price of $1.60 per share,  thereby  raising a
total of $2.75  million for the  Company.  No fees or warrants  were paid by the
Company,  and no demand  registration  rights were  granted by the  Company,  in
regard to this financing. The $2.75 million will be used to pay off the debts of
the  Company  and its  Websourced,  Inc.  subsidiary,  including  paying off the
remaining  $936,966.75 owed by the Company to Statewide  Insurance  Company at a
$200,000  discount.  The remaining funds raised in the private placement will be
used to assist the growth of the Company's Websourced,  Inc. subsidiary,  and as
general working capital