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 23, 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)

                                 (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 1.01  Entry into Material Definitive Agreement.

On  December  23,  2004,  CGI Holding  Corporation,  a Nevada  corporation  (the
"Company") and Proceed Acquisition Sub, Inc., an Illinois corporation and wholly
owned  subsidiary of the Company  ("Acquisition  Sub") entered into an agreement
(the "Merger  Agreement")  with  Meandaur,  Inc.  d/b/a Proceed  Interactive,  a
Wisconsin  corporation  ("Proceed"),  Bruce A.  Findley,  Jonathan  Schepke  and
Stephen Schepke, the shareholders of Proceed. Proceed is engaged in the business
of search engine optimization and web site marketing.

Under the Merger Agreement, Proceed will be merged with and into Acquisition Sub
in  consideration  for an aggregate of up to 1,333,333  shares of Company common
stock (the "Stock Merger  Consideration") issued to the shareholders of Proceed.
Acquisition Sub will be the surviving  corporation of the Merger (the "Surviving
Corporation")  and will remain a wholly owned  subsidiary  of the  Company.  The
aggregate  Stock Merger  Consideration  may be adjusted  downward based upon the
amount of cash and indebtedness of Proceed at the closing.

Assuming no adjustment as described in the preceding  paragraph,  666,666 shares
of the Stock Merger  Consideration  shall be delivered  to the  shareholders  of
Proceed at the closing,  with 666,667 shares (the "Earnout Stock")  delivered to
the  shareholders  of  Proceed  over a four year  period  based on  whether  the
Surviving Corporation satisfies certain pre-tax earnings targets.

At the closing of the Merger Agreement,  the Company will also issue warrants to
purchase an aggregate of 350,000 shares of the Company's common stock to certain
shareholders and employees of Proceed.  The warrants will have an exercise price
equal to the closing price of the Company's common stock on the last trading day
prior to closing.  Additionally,  at the closing  Messrs.  Jonathan  Schepke and
Stephen  Schepke will each enter into four year  employment  agreements with the
Surviving  Corporation  and Mr.  Findley will enter into a four year  consulting
agreement with the Surviving Corporation.

The Company has granted certain piggy-back  registration  rights with respect to
the Stock Merger Consideration.

The closing of the merger is subject to the Company completing its due diligence
of Proceed and Proceed  completing  its due diligence of the Company the results
of which shall be  satisfactory  to the Company and  Proceed,  respectively,  in
their sole discretion. In addition, on or before the closing, Proceed shall have
delivered  to the  Company  audited  financial  statements  for the years  ended
December  31, 2003 and 2004 which also shall be  satisfactory  to the Company in
its sole discretion.  Further,  at the closing,  Proceed shall have no long-term
indebtedness and aggregate cash accounts of at least $185,000.  Either party can
terminate the Merger Agreement if the transactions contemplated thereby have not
closed on or before  February 15, 2005. As such,  there can be no assurance that
the Company will acquire Proceed as contemplated by the Merger Agreement.

Item 9.01 Exhibits

(c) Exhibits

99.1 Press Released dated December 28, 2004  announcing  agreement to merge with
Proceed Interactive.

                                   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 29, 2004

CGI HOLDING CORPORATION.


By: /s/ Gerard M. Jacobs
- -------------------------------------------------
Name: Gerard M. Jacobs
Title: President and Chief Executive Officer


                                  EXHIBIT 99.1

CGI Holding Corporation Enters Into Agreement to Merge With Proceed Interactive

Tuesday December 28, 8:38 am ET

Combination  Adds  Offices  in  Chicago,  Dallas  and Los  Angeles  and  Will be
Immediately Accretive to Earnings

LAKE BLUFF,  Ill.--(BUSINESS  WIRE)--Dec.  28,  2004-- CGI  Holding  Corporation
(OTCBB:CGIH - News; the "Company")  today announced that the Company has entered
into an agreement to merge with  privately-held  Meandaur,  Inc.  d/b/a  Proceed
Interactive  ("Proceed").  With  offices in  Chicago,  Dallas  and Los  Angeles,
Proceed (www.proceedinteractive.com) is a full service interactive agency with a
core competency in search  marketing.  Founded in 1996,  Proceed  specializes in
online  marketing  strategies for companies in the dating,  travel & hospitality
and  manufacturing   verticals,  and  is  expected  to  have  2004  revenues  of
approximately  $3.6 million.  In 2004 Proceed  managed $3 million in paid search
advertising  and $2 million  in  additional  Internet  marketing  spends  (media
buying, contextual advertising & affiliate marketing).  Proceed has 35 full-time
employees,  and maintains more than 50 accounts,  including General Motors, Omni
Hotels,  Wyndham Hotels & Resorts,  Wells Fargo and Great Expectations.  Co-CEOs
Jonathan  and  Stephen Sc hepke will  continue  to lead  Proceed  following  the
closing under multi-year employment agreements. Founder Bruce Findley will serve
as a consultant to the Co-CEOs.

The  Company  intends to acquire  all of the stock of  Proceed in  exchange  for
666,666 shares of restricted common stock of the Company.  An additional 666,667
shares of  restricted  common  stock of the Company  will be placed into escrow,
with a sliding scale  percentage  of the escrowed  shares to be delivered to the
stockholders of Proceed  contingent upon the average annual pre-tax  earnings of
Proceed  during the next four years meeting  target earn out levels ranging from
$1.1 million to $2.1  million.  The Company also plans to issue to  stockholders
and  employees of Proceed  warrants to purchase an  aggregate  of  approximately
350,000  shares of common  stock of the  Company.  The merger is  expected to be
immediately accretive to the earnings of CGI Holding Corporation.

The closing of the  proposed  transaction  is subject to the  satisfaction  of a
number of conditions,  including the completion of due diligence, the completion
of an audit of  Proceed,  Board  of  Director  approvals,  and  other  customary
conditions.

Gerard M. Jacobs, the Company's CEO, stated,  "This is a merger of strength:  we
become a truly  national  company;  we extend  our  expertise  in key  marketing
verticals; and we gain energetic and creative partners with the Proceed founder,
executive management and the rest of the Proceed team. Merging with Proceed will
increase  our  core  business  of  search  engine  marketing  by  15%  and  will
significantly  expand our base of client  relationships,  allowing us to further
extend our leadership position in the Internet marketing industry."

Steven "Pat" Martin, the CEO of the Company's WebSourced subsidiary, stated, "We
are merging with Proceed Interactive to enhance the client service  capabilities
of both companies.  Proceed's results driven approach and thought  leadership in
the marketing of the dating,  hospitality,  travel and entertainment  industries
are especially compelling."

Jon  Schepke,  Co-CEO  of  Proceed  Interactive,  stated,  "Proceed  Interactive
combined with WebSourced will  unquestionably  be the worldwide leader in search
engine optimization and comprehensive  Internet marketing.  In addition,  we are
excited  about  WebSourced's  pending  merger  with the  MarketSmart  Companies;
combining  MarketSmart's  traditional  advertising  and marketing with Proceed's
online marketing services will allow us to offer a truly integrated  approach to
our clients."

Steve  Schepke,   Co-CEO  of  Proceed  Interactive,   stated,  "After  carefully
considering our go-forward options including possibly going public ourselves, we
concluded  that our surest and  fastest  path to success  for our  clients,  our
stockholders,  and our employees, is joining forces with CGI Holding Corporation
and  WebSourced.  We expect  this  merger to enhance  the quality and variety of
services we can offer to our clients,  and to provide a breadth of opportunities
for our shareholders and employees."

Bruce  Findley,  the  founder  of  Proceed  Interactive,  stated,  "CGI  Holding
Corporation's dynamic existing businesses, its rock solid balance sheet, and its
acquisition pipeline of rapidly growing,  profitable online marketing companies,
could not be overlooked.  We believe that the growth of CGI Holding  Corporation
is just  beginning,  and that the next few years  will see  explosive  growth in
revenues, profits, and stock price and we want to be a part of that growth."

Doug  Stukel and Lee  Wiskowski,  Managing  Partners of  Chicago-based  Momentum
Capital, LLC, initiated and assisted in this transaction.

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 e
conomic 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 guarante e 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, 847-615-2890
     gjacobs@cgiholding.com
     or
     CEOcast, Inc.
     Ed Lewis, 212-732-4300 x225