SC 13G 1 cgih.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CGI Holdings Corporation ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value ------------------------------------------------------------------------------- (Title of Class of Securities) 125318105 ----------------------------------------------------------------------------- (CUSIP Number) Kellogg Capital Group, LLC 14 Wall Street, 27th Floor New York, New York, 10005 (212) 433-7777 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2004 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 125318105 Page 2 of 5 Pages ------------------------------------------------------------------- NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kellogg Capital Group, LLC Tax I.D.: 13-4067067 Charles Kellogg Lee Kellogg ------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] --------------------------------------------------------- SEC USE ONLY 3 ---------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Kellogg Capital Group, LLC- New York Charles Kellogg - USA Lee Kellogg - USA ----------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF Kellogg Capital Group, LLC - 578,294 Charles Kellogg-312,500, Lee Kellogg-312,500 SHARES ------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY ------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING Kellogg Capital Group, LLC - 578,294 Charles Kellogg-312,500 Lee Kellogg- 312,500 PERSON ---------------------------------------- SHARED DISPOSITIVE POWER WITH: 8 ---------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 Kellogg Capital Group, LLC - 578,294 Charles Kellogg -312,500 Lee Kellogg- 312,500 --------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 10 SHARES (SEE INSTRUCTIONS) [_] ------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 5.8% ----------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 Kellogg Capital Group, LLC BD Charles Kellogg IN Lee Kellogg IN ----------------------------------------------------------------------------- Item 1. (a) Name of Issuer CGI Holdings Corp (b) Address of Issuer's Principal Executive Offices 520 Lake Cook Road, Suite 690 Deerfield, IL 60015 Item 2. (a) Name of Person Filing Kellogg Capital Group, LLC Charles Kellogg Lee Kellogg (b) Address of Principal Business Office or, if none, Residence 14 Wall Street, 27th Floor New York, NY 10005 (c) Citizenship Kellogg Capital-New York Charles Kellogg-USA Lee Kellogg-USA (d) Title of Class of Securities Common Stock, $.001 par value (e) CUSIP Number 125318105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [X] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a)Amount beneficially owned: Kellogg Capital Group, LLC: 578,294 Charles Kellogg: 312,500 Lee Kellogg: 312,500 (b)Percent of class: 5.8% (c)Number of shares as to which the persons has: Kellogg Capital Group, LLC: 578,294 Charles Kellogg: 312,500 Lee Kellogg: 312,500 (i)Sole power to vote or to direct the vote - Kellogg Capital Group, LLC: 578,294 Charles Kellogg: 312,500 Lee Kellogg: 312,500 (ii)Shared power to vote or to direct the vote: n/a (iiiSole power to dispose or to direct the disposition of: Kellogg Capital Group, LLC: 578,294 Charles Kellogg: 312,500 Lee Kellogg: 312,500 (iv Shared power to dispose or to direct the disposition of: n/a Item 5. Ownership of Five Percent or Less of a Class. This Schedule 13G is not being filed to report that the reporting person has ceased to be the owner of more than 5% of the outstanding shares of common stock of the company. Item 6. Ownership of More than Five Percent On behalf of another person. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of CGI Holding Corporation held by Kellogg Capital Group, LLC. or with respect to the 312,500 shares as to which Charles Kellogg has sole power to vote and to dispose of, or the 312,500 shares as to which Lee Kellogg has the sole power to vote and to dispose. No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities of CGI Holding Corporation but none of any such persons interest relates to more than five percent of the class. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. This Schedule 13G is not being filed by a parent holding company or a control person pursuant to Rule 13d-1(b)(1)(ii)(G). Item 8. Identification and Classification of Members of the Group. This Schedule is not being filed by a group pursuant to Rule 13d-1(b)(1)(ii)(J). Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. (b) This Schedule 13G is being filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 31, 2004 ---------------------------------- Date /s/ Matthew Brand ---------------------------------- Matthew Brand Title: Managing Director _____________________________________________________