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: December 6, 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 3.02 Unregistered Sales of Equity Securities.

On  December  6,  2004,  CGI  Holding  Corporation,  a Nevada  corporation  (the
"Company") completed a private placement of 4.3 million "Units" comprised of one
share of common stock,  par value $0.001 per share,  and one warrant to purchase
0.55 share of common stock at $3.50 per Unit.

The Company raised $15,050,000,  which will be used for working capital purposes
and acquisition opportunities. The shares and warrants comprising the Units sold
and the  conversion  shares  cannot be  transferred  or sold except as permitted
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and
applicable  state  securities laws pursuant to registration or an exemption from
registration   under  the  Securities  Act.  The  Company  agreed  to  submit  a
registration  statement  for the  registration  of common  stock and  conversion
shares  underlying  the  warrants,  prior to December 31, 2004 and agrees to use
good faith efforts to have the registration statement declared effective as soon
as possible.  The warrants are detachable from the shares and are exercisable at
any time  commencing  90 days after the  issuance for the balance of their three
year term (which 90 day lockout may be waived in the Company's  discretion) with
an exercise price of $4.12 per full conversion  share equal to the closing price
of the Company's common stock on the date of issuance, subject to adjustment as
provided therein. If the Company's common stock closing price is $8.00 per share
or higher for twenty consecutive days, the Warrant holder will have 30 days from
the  twentieth  consecutive  trading day to  exercise  his or her warrant or the
warrant  will  lapse.  The  Units  are  sold  pursuant  to  the  exemption  from
registration under Section 4(2) of the Securities Act and Rule 506 of Regulation
D promulgated  by the SEC under the  Securities  Act, based on the fact that the
Units were sold only to purchasers  who are  "accredited  investors"  within the
meaning  of  Regulation  D and to not more  than 35  investors  who the  Company
believes have such  knowledge and  experience in financial and business  matters
that he or she is capable of evaluating the risks and merits of the investment.

In connection  with the  offering,  the Company has agreed orally to pay finders
fees in the amount of $285,000 and warrants to purchase  81,429 shares of common
stock on the terms and conditions as set forth above.

For consulting and advisory  services provided for a six month period commencing
December 10, 2004,  the Company has agreed orally to pay Momentum  Capital,  LLC
consulting fees in the amount of $280,000 and warrants to purchase 80,000 shares
of common stock on the terms and conditions as set forth above. Furthermore,  in
recognition of the efforts made to date with respect to (a) the offering and (b)
the proposed  acquisition of MarketSmart  Advertising,  Inc.,  Rightstuff d/b/a/
Bright Idea Studios and Checkup  Marketing,  Inc., the Company has agreed orally
to compensate Mr. T. Benjamin  Jennings,  a director of the Company and Chairman
of the  Company's  board of  directors,  with  $275,000 and warrants to purchase
75,000 shares of common stock on the terms and conditions as set forth above.

Item 9.01 Exhibits

(c) Exhibits

99.1 Press Released dated December 7, 2004

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: December 10, 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              Press Release dated December 7, 2004


                                  EXHIBIT 99.1
                     PRESS RELEASE DATED DECEMBER 7, 2004

Tuesday, December 7, 2004,12:32 pm Eastern Time

Press Release

SOURCE:  CGI Holding Corporation

CGI Holding Corporation Completes $15.05 Million Private Placement

Financing Will Allow Company to Further Aggressive Acquisition Strategy

LAKE  BLUFF,   IL.--(Businesswire)-December  7,  2004--CGI  Holding  Corporation
(OTCBB:CGIH;  the "Company")  today  announced that the Company has raised gross
proceeds of $15.05 million  through a private  placement of its common stock and
warrants.  The funds were raised  through  the sale of 4.3 million  unregistered
shares of the Company's common stock to a group of institutional  and accredited
investors  at a price of $3.50 per share,  plus  warrants to purchase  2,365,000
shares of the  Company's  common stock at an exercise  price of $4.12 per share.
The Company  expects to file a  registration  statement  to register  the common
stock  and  shares  underlying  the  warrants  issued  in  connection  with  the
financing.

"This  financing  provides us with the  flexibility to pursue many of the highly
attractive  acquisition  opportunities  we continue to identify," said Gerard M.
Jacobs,  the Company's  CEO. "We have reached the breakout point in our strategy
to expand CGI's businesses, revenues and profits."

"With our rapidly  expanding  base  businesses and over $17.5 million in cash in
the bank, we are extremely  well  positioned to grow the Company  internally and
via a  series  of  acquisitions,"  said  T.  Benjamin  Jennings,  the  Company's
Chairman.  "Our  acquisition  pipeline  is full,  and we expect  to  extend  our
leadership  position  in  search  engine  marketing,  online  dating,  and other
complementary businesses."

CGI Holding Corporation,  based in Lake Bluff, Illinois (see www.cgiholding.com)
currently has one subsidiary,  Websourced, Inc., Morrisville,  North Carolina, a
leader in search engine optimization,  pay-per-click  campaign  management,  and
online    dating    (see    www.websourced.com,    www.keywordranking.com    and
www.cherish.com).

Statements made in this press release that express the Company's or management's
intentions,  plans,  beliefs,  expectations or predictions of future events, are
forward-looking statements. The words "believe", "expect", "intend", "estimate",
"anticipate",  "will" and similar  expressions are intended to further  identify
such  forward-looking  statements,  although not all forward-looking  statements
contain these identifying  words. Those statements are based on many assumptions
and are subject to many known and unknown risks, uncertainties and other factors
that could cause the Company's  actual  activities,  results or  performance  to
differ  materially from those  anticipated or projected in such  forward-looking
statements.  Other  factors that could cause the  Company's  actual  activities,
results or  performance  to differ  materially  include risks and  uncertainties
relating to: historical losses; volatile stock price; acquisition-related risks;
managing growth;  availability of skilled labor and key personnel;  weak general
economic and business  conditions;  lack of long-term  contracts;  lack of brand
awareness;    client   expectations;    dependence   upon   the   Internet   and
telecommunications  infrastructure;  competition;  long-term viability of search
engine  optimization  business;   governmental  regulation  or  taxation;  legal
uncertainties  affecting the Internet;  numerous  online  dating-related  risks;
affiliate  agreements  and  relationships;  third-party  providers;  hurricanes;
terrorism;  regulation  of adult  content  and  personal  information;  security
breaches; computer viruses; credit card fraud; inability to protect intellectual
property;  likely  inability  to collect  all monies  owed to us;  existing  and
potential  litigation;  insider  control;  no dividends;  Nevada laws that could
discourage  transactions  involving the Company's  stock;  future capital needs;
potential dilution; indemnification of directors and officers; and other factors
and risks  discussed in the Company's  filings with the  Securities and Exchange
Commission.  The Company cannot guarantee future  financial  results,  levels of
activity,  performance  or  achievements  and  investors  should not place undue
reliance  on  the  Company's  forward-looking  statements.  The  forward-looking
statements contained herein represent the judgment of the Company as of the date
of  this  press  release,  and  the  Company  expressly  disclaims  any  intent,
obligation or undertaking to update or revise such forward-looking statements to
reflect any change in the  Company's  expectations  with  regard  thereto or any
change in events,  conditions or  circumstances on which any such statements are
based.

Contact:

CGI Holding Corporation
Gerard M. Jacobs, President and Chief Executive Officer
(847) 615-2890
gjacobs@cgiholding.com

or
CEOcast, Inc.
Ed Lewis, 212-732-4300 x225