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

                                  FORM 8-K

                                 CURRENT REPORT

                        PURUSANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliset event reported) : October 5, 2001

                       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

8400 Brrokfield Ave, Brookfield, Illinois               60513
---------------------------------
---------             --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code    (708) 387-0900
                                                   -----------------

Item 2.  Acquisition or Disposition of Assets

On October 5, 2001,  effective  September  30,  2001,  CGI  Holding  Corporation
completed the sale of its wholly owned  subsidiary,  Trifintiy,  Inc..  The sale
price was $200,000 cash and the assumption of $994,906 of liabilities. The buyer
was  Visual  Pak Co.  and the  nature  of the  sale  was  all of the  assets  of
Trifinity, Inc, as of September 30, 2001 for $200,000 plus the assumption of all
liabilities.

The  terms of the  transaction  are more  particularly  set  forth in the  Sales
Agreement attached hereto.

                                SALES AGREEMENT


On this 30th Day of September 2001 Visual Pak Co.  ("Buyer")  agrees to purchase
Trifinity  from CGI Holding Co, Inc.  ("CGI") for  valuable  consideration.  The
parties agree as follows:



WHEREAS,   Buyer  desires  to  purchase  Trifinity   including  all  assets  and
liabilities  and buyer has had an adequate  opportunity to perform due diligence
in its examination of Trifinity.

                               IT IS HEREBY AGREED

1. Purchase  Price.  Buyer agrees to pay CGI $200,000 in exchange for the assets
and  liabilities  of  Trifinity.  Such  payment  shall be made in full upon full
execution of this agreement.
2.  Assets  and  Liabilities.  Buyer  agrees  to  purchase  all the  assets  and
liabilities  of  Trifinity,  including but not limited to  trademarks,  patents,
formula,  equipment  as  listed  in  exhibit  A to  this  agreement,  computers,
agreements,  accounts  receivable,  inventory,  customer list, accounts payable,
bank note in the amount of approximately $425,000, equipment leases, real estate
leases and federal and state taxes.
3.  Transition.  CGI agrees to assist Buyer in the transference of all titles to
all assets subject to the United States Patent and Trademark  Office and provide
necessary assignments to transfer such assets.
4. Indemnification.  CGI agrees to indemnify and hold harmless Buyer, its agents
and  officers  and defend by council  acceptable  to Buyer  against  any losses,
damages,  claims,  liens, costs and expenses,  liabilities arising in connection
with any and all causes of action  against  Trifinity  Inc. for any action up to
and including  October 5, 2001 including  federal and/or state taxes withholding
through October 5, 2001. This  indemnification and hold harmless provision shall
apply to all  claims  that  were not  disclosed  on  exhibit  C to the  purchase
agreement  between  CGI  and  Buyer.  This  indemnification  and  hold  harmless
agreement shall include any causes of action by CGI/Trifinity, which involve any
environmental  issues  including,  but not limited to EPA,  ERISA,  EEOC,  OSHA,
violations.  This  indemnification and hold harmless agreement shall include all
causes of actions by current or former  employees  against  CGI  Holdings,  Inc.
while it owned Trifinity, Inc. up to and including October 5, 2001.
5. Exclusions.  All compensation  issues, other than salary earned as of October
5, 2001,  regarding James  Boulgeorges  shall be the sole  responsibility of CGI
Holdings, Inc. Furthermore,  the long-term liability due to CGI Holding, Inc. in
the amount of $827,502.67 as reflected in Trifinity,  Inc.'s Balance Sheet as of
August 31,  2001 shall be  stricken  from the books and records and shall be CGI
Holding Inc.'s sole responsibility.
6.  Choice of Laws.  The  parties  agree that  Illinois  law shall  govern  this
agreement and that any claims shall be brought  exclusively in the Circuit Court
of Cook County.
7. Authority.  The undersigned  individuals certify that they have the authority
to bind their respective entities to the agreement.





Signed: /s/ John Giura                  Signed:   /s/Clayton Bolke
            CGI Holding Co. Inc.                     Visual Pak Inc.
Title       President                    Title       President
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{"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": "1794516"}, "business-address": {"street1": "8400 BROOKFIELD AVENUE", "city": "BROOKFIELD", "state": "IL", "zip": "60513", "phone": "7083570900"}, "mail-address": {"street1": "8400 BROOKFIELD AVE", "city": "BROOKFIELD", "state": "IL", "zip": "60513"}, "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

                        PURUSANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliset event reported) : October 5, 2001

                       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

8400 Brrokfield Ave, Brookfield, Illinois               60513
---------------------------------
---------             --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code    (708) 387-0900
                                                   -----------------

Item 2.  Acquisition or Disposition of Assets

On October 5, 2001,  effective  September  30,  2001,  CGI  Holding  Corporation
completed the sale of its wholly owned  subsidiary,  Trifintiy,  Inc..  The sale
price was $200,000 cash and the assumption of $994,906 of liabilities. The buyer
was  Visual  Pak Co.  and the  nature  of the  sale  was  all of the  assets  of
Trifinity, Inc, as of September 30, 2001 for $200,000 plus the assumption of all
liabilities.

The  terms of the  transaction  are more  particularly  set  forth in the  Sales
Agreement attached hereto.

                                SALES AGREEMENT

On this 30th Day of September 2001 Visual Pak Co.  ("Buyer")  agrees to purchase
Trifinity  from CGI Holding Co, Inc.  ("CGI") for  valuable  consideration.  The
parties agree as follows:

WHEREAS,   Buyer  desires  to  purchase  Trifinity   including  all  assets  and
liabilities  and buyer has had an adequate  opportunity to perform due diligence
in its examination of Trifinity.

                               IT IS HEREBY AGREED

1. Purchase  Price.  Buyer agrees to pay CGI $200,000 in exchange for the assets
and  liabilities  of  Trifinity.  Such  payment  shall be made in full upon full
execution of this agreement.
2.  Assets  and  Liabilities.  Buyer  agrees  to  purchase  all the  assets  and
liabilities  of  Trifinity,  including but not limited to  trademarks,  patents,
formula,  equipment  as  listed  in  exhibit  A to  this  agreement,  computers,
agreements,  accounts  receivable,  inventory,  customer list, accounts payable,
bank note in the amount of approximately $425,000, equipment leases, real estate
leases and federal and state taxes.
3.  Transition.  CGI agrees to assist Buyer in the transference of all titles to
all assets subject to the United States Patent and Trademark  Office and provide
necessary assignments to transfer such assets.
4. Indemnification.  CGI agrees to indemnify and hold harmless Buyer, its agents
and  officers  and defend by council  acceptable  to Buyer  against  any losses,
damages,  claims,  liens, costs and expenses,  liabilities arising in connection
with any and all causes of action  against  Trifinity  Inc. for any action up to
and including  October 5, 2001 including  federal and/or state taxes withholding
through October 5, 2001. This  indemnification and hold harmless provision shall
apply to all  claims  that  were not  disclosed  on  exhibit  C to the  purchase
agreement  between  CGI  and  Buyer.  This  indemnification  and  hold  harmless
agreement shall include any causes of action by CGI/Trifinity, which involve any
environmental  issues  including,  but not limited to EPA,  ERISA,  EEOC,  OSHA,
violations.  This  indemnification and hold harmless agreement shall include all
causes of actions by current or former  employees  against  CGI  Holdings,  Inc.
while it owned Trifinity, Inc. up to and including October 5, 2001.
5. Exclusions.  All compensation  issues, other than salary earned as of October
5, 2001,  regarding James  Boulgeorges  shall be the sole  responsibility of CGI
Holdings, Inc. Furthermore,  the long-term liability due to CGI Holding, Inc. in
the amount of $827,502.67 as reflected in Trifinity,  Inc.'s Balance Sheet as of
August 31,  2001 shall be  stricken  from the books and records and shall be CGI
Holding Inc.'s sole responsibility.
6.  Choice of Laws.  The  parties  agree that  Illinois  law shall  govern  this
agreement and that any claims shall be brought  exclusively in the Circuit Court
of Cook County.
7. Authority.  The undersigned  individuals certify that they have the authority
to bind their respective entities to the agreement.

Signed: /s/ John Giura                  Signed:   /s/Clayton Bolke
            CGI Holding Co. Inc.                     Visual Pak Inc.
Title       President                    Title       President