<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: February 20, 1998
CGI Holding Corporation
------------------------------------------------------
(Exact Name of registrant as specified in its charter)
Nevada 33-19980-D 87-0450450
---------------- ------------- ------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
8400 Brookfield Avenue, Brookfield, Illinois 60513
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 485-3434
NA
-----------------------------------------------------------------
(Former name or former address, if changed since last report.)
PAGE
<PAGE> 2
Item 4. Change in Registrant's Certifying Accountant
On February 20, 1998, the board of directors of CGI Holding Corporation (the
"Company") changed the Company's certifying accountant from Hansen Barnett and
Maxwell to Poulos & Bayer, LTD. Poulos & Bayer, LTD had been the auditors for
the Company's principal subsidiaries, Roli Ink and Safe Environment Corp.
which were acquired by the Company in a transaction treated as a "reverse
merger" whereby the control of the Company was transferred to the principals
of Roli Ink and Safe Environment Corp. Poulos & Bayer Ltd. had been the
certifying accountants for both Roli Ink and Safe Environment Corp. prior to
the merger.
The change in accountants was made to better reflect the fact that the
operations of the Company were in its subsidiaries which were located in
Illinois and Wisconsin, which are geographically close to the Illinois office
of Poulos & Bayer LTD as opposed to Salt Lake City, Utah which is were Hansen
Barnett and Maxwell is located. The Company has no disputes or disagreements
with Hansen Barnett & Maxwell on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The certifying report on the financial statements of the Company prepared by
Hansen Barnett & Maxwell over the past two years has contained no adverse
opinion or disclaimer of opinion, or was modified as to uncertainty, audit
scope, or accounting principles.
PAGE
<PAGE> 3
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.
CGI HOLDING CORPORATION
Dated: February 26, 1998 By:/S/ John Giura, Principal Accounting,
and Chief Financial Officer
