===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 33-19980-D
CGI HOLDING CORPORATION
-----------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0450450
--------------------- ------------------------------
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
8400 Brookfield Avenue, Brookfield, Illinois 60513
-------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (708) 387-9200
---------------
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Company was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ] Yes [ ] No [x]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 11,229,779 shares of its
$0.001 par value common stock as of August 2, 2000.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [x]
<PAGE> 2
CGI HOLDING CORPORATION
FORM 10-QSB
For the Quarter Ended June 30, 2000
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
a) Balance Sheet
as of June 30, 2000, December 31, 1999
and June 30, 2000 3
b) Statement of Stockholders' Equity
for the Six Months Ended June 30, 2000 4
c) Statement of Operations
for the Six and Three Months Ended
June 30, 2000 and 1999 5
d) Statement of Cash Flows
for the Six Months Ended
June 30, 2000 and 1999 6
e) Footnotes 7,8,9
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 10,11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Signature 12
PART I-FINANCIAL INFORMATION
ITEM I- FINANCIAL STATEMENTS
<PAGE> 3
CGI HOLDING CORPORATION, INC.
COMPARATIVE CONSOLIDATED BALANCE SHEET
JUNE 30, 2000, DECEMBER 31, 1999 AND JUNE 30, 1999
(UNAUDITED)
JUNE 30, DECEMBER 31, JUNE 30,
2000 1999 1999
------------- ------------ --------------
CURRENT ASSETS
Cash $166,184 $117,190 $167,390
Accounts Receivable 4,057,640 3,002,240 3,285,576
Allowance for Bad Debts (67,489) (167,489) (76,058)
Inventory 852,106 867,063 873,232
Other Current Assets 85,688 174,173 177,227
Costs and Estimated Earnings in
Excess of Billings 0 74,154 163,482
Refundable Income Taxes 67,092 211,029 0
Deferred Tax Asset 195,308 377,767 0
------------- ------------ --------------
TOTAL CURRENT ASSETS $5,356,529 $4,656,126 $4,590,849
------------- ------------ --------------
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment $1,827,765 $1,820,165 $1,728,341
Less: Accumulated Depreciation (396,474) (273,649) (164,007)
------------- ------------ --------------
NET PROPERTY, PLANT AND EQUIPMENT $1,431,291 $1,546,516 $1,564,334
------------- ------------ --------------
OTHER ASSETS
Goodwill $499,929 $522,032 $547,574
Other Assets 93,997 98,251 56,419
------------- ------------ --------------
TOTAL OTHER ASSETS $593,926 $620,283 $603,993
------------- ------------ --------------
TOTAL ASSETS $7,381,746 $6,822,925 $6,759,176
============= ============ ==============
CURRENT LIABILITIES
Current Portion of Long-Term Debt $812,920 $622,860 $354,303
Notes Payable-Line of Credit 2,327,339 2,410,836 1,676,428
Accounts Payable 916,778 767,047 1,060,702
Short-Term Borrowings 152,050 152,050 112,735
Accrued Corporate Income Taxes 0 21,312 21,753
Accrued Liabilities 248,892 201,733 113,686
Billings in Excess of Costs
and Estimated Earnings 0 0 148,800
Loan Payable-Shareholder 615,000 315,000 110,000
------------- ------------ --------------
TOTAL CURRENT LIABILITIES $5,072,979 $4,490,838 $3,598,407
------------- ------------ --------------
LONG TERM LIABILITIES
Long-Term Debt, Net of Current Portion $681,891 $967,734 $753,463
Deferred Income Tax 22,665 22,665 22,665
Loan Payable-Shareholder 0 300,000 0
------------- ------------ --------------
TOTAL LONG-TERM LIABILITIES $704,556 $1,290,399 $776,128
------------- ------------ --------------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, $0 $0 $0
5,000,000 shares authorized; no
shares issued or outstanding
Common Stock, $0.001 par value,
100,000,000 shares authorized;
11,129,779 shares issued and
outstanding 11,230 10,230 10,130
Additional Paid-In Capital 3,119,381 2,895,381 2,874,481
Retained Earnings (1,526,400) (1,863,923) (499,970)
------------- ------------ --------------
TOTAL STOCKHOLDERS' EQUITY 1,604,211 1,041,688 $2,384,641
------------- ------------ --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $7,381,746 $6,822,925 $6,759,176
============= ============ ==============
The accompanying notes are an integral part of these statements.
<PAGE> 4
CGI HOLDING CORPORATION, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
COMMON COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS
--------- ------ --------- ----------
COMMON SHARES $0.001 PAR VALUE
BALANCE: JANUARY 1, 2000 10,229,779 10,230 2,895,381 (1,863,923)
SOLD 1,000,000 SHARES ON 3/31/00
FOR $0.225/SHARE 1,000,000 1,000 224,000
NET PROFIT 337,523
---------- ------- --------- ----------
BALANCE: JUNE 30, 2000 11,229,779 11,230 3,119,381 (1,526,400)
========== ======= ========= ==========
The accompanying notes are an integral part of these statements.
<PAGE> 5
CGI HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
--------------------- ---------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
SALES $4,069,824 $2,795,626 $7,305,561 $5,639,072
COST OF GOODS SOLD 2,633,748 1,901,480 4,700,646 3,846,402
---------- ---------- --------- ----------
GROSS PROFIT $1,436,076 $894,146 $2,604,915 $1,792,670
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE 1,043,098 958,582 1,940,418 1,616,183
---------- ---------- --------- ----------
INCOME FROM OPERATIONS $392,978 ($64,436) $664,497 $176,487
---------- ---------- --------- ----------
OTHER INCOME (EXPENSE)
Other $69,142 $31,218 $70,342 $33,630
Interest Income 0 1,679 0 1,679
Interest Expense (89,583) (75,115) (198,197) (107,023)
---------- ---------- --------- ----------
TOTAL OTHER INCOME(EXPENSE) ($20,441) ($42,218) ($127,855) ($71,714)
---------- ---------- --------- ----------
INCOME BEFORE CORPORATE
INCOME TAXES $372,537 ($106,654) $536,642 $104,773
INCOME TAX PROVISION 157,654 (45,983) 199,119 29,534
---------- ---------- --------- ----------
NET INCOME $214,883 ($60,671) $337,523 $75,239
========== ========== ========= ==========
NET INCOME PER
COMMON SHARE 0.02 (0.01) 0.03 0.01
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 11,229,779 9,962,746 10,732,541 9,380,608
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
<PAGE> 6
CGI HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
JUNE 30, 2000 JUNE 30, 1999
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit 337,523 75,239
Non-Cash Items Included In Net Profit
Depreciation 122,825 87,788
Amortization 26,607 19,490
Allowance for Doubtful Accounts (100,000) 0
Change in Accounts Receivable (1,055,400) (550,159)
Change in Inventory 14,957 (203,773)
Change in Refundable Income Taxes 143,937 0
Change in Other Current Assets 88,485 (48,814)
Change in Costs and Estimated Earnings
Over Billings 74,154 100,293
Change in Other Assets (250) (48,815)
Change in Accounts Payable 149,730 335,483
Change in Accrued Expenses 47,159 46,011
Change in Accrued Income Taxes (21,312) (13,008)
Change in Deferred Tax Asset 182,459 0
Change in Billings in Excess of
Costs and Estimated Earnings 0 148,800
------------------ ------------------
NET CASH CHANGE FROM OPERATING
ACTIVITIES 10,874 (51,465)
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets Acquired (7,600) (293,230)
------------------ ------------------
NET CASH CHANGE FROM INVESTING ACTIVITIES (7,600) (293,230)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Debt (179,280) 304,400
Proceeds from Sale of Stock 225,000 60,000
------------------ ------------------
NET CASH CHANGE PROVIDED BY FINANCING
ACTIVITIES 45,720 364,400
------------------ ------------------
NET CASH CHANGE 48,994 19,705
CASH BALANCE: JANUARY 1 117,190 147,685
------------------ ------------------
CASH BALANCE: JUNE 30 166,184 167,390
================== ==================
Supplemental Information
Interest Paid 178,716 30,208
Income Taxes Paid (100,595) 49,102
Supplemental Schedule of Noncash Investing and Financiang Activities
On March 5, 1999, the Company issued 1,600,000 shares of common stock with a par
value of $.001 and market value of 368,000 plus assumed debt of $951,171 in
connection with the purchase of the assets of Personal Care Products, Inc.
In January of 1999, the Company assumed certain debt in the amount of $400,000
to purchase contracting equipment.
The accompanying notes are an integral part of these statements.
<PAGE> 7
CGI HOLDING CORPORATION, INC.
FOOTNOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - The company purchased the assets of Salle International on March 5,
1999 for $1,319,171. The purchase was accomplished through the issuance of
1,600,000 shares of its common stock and debt assumption of $951,171. The
company changed its name to Trifinity Inc. The nature of its business is
specializing in the manufacture and marketing of fragrance candles and liquid
fills. Please refer to 8 K/A filed on June 19, 1999 for details.
<PAGE> 8
Note 2- Notes Payable
Current Long-Term
----------- --------------
a.)CIB Bank - Line of Credit
Interest rate of 8.75% and maturity
date of August 1, 2000. This
note is secured by general assets
of SECO. $1,336,003 0
b.)Marine Bank and Savings - Line of Credit
Note due on 5/1/00 with an interest
rate of 8.00%. The note guaranteed
by the general assets of Roli Ink. 42,836 0
c.)Marine Bank - Line of Credit
Note due on 7/1/2000 with an interest
rate of 9.00%. The total amount
available is $500,000 455,000 0
d.)CIB Bank - Line of Credit
Interest rate is 1/2 over prime.
Total amount available is $500,000 493,500 0
----------- --------------
TOTAL LINE OF CREDIT $2,327,339 0
e.)Union Federal Savings - Equipment Loan
Note dated 8/20/99 with a 6 year
amortization and interest rate of
11.25% 74,688 419,153
f.)Clara Bendersky - Note payable due
April 1, 2001 with interest rate of
10.00% 150,000 0
g.)Otto Barth - Note payable due
June 30, 2001 with interest rate of
8.25% 50,000 0
h.)Audrey Love- Note payable due
October 31, 1999 with interest rate of
8.25% 100,000 0
i.)George Kouronos - Note payable due
July 9, 2000 with interest rate of
8.25% 100,000 0
j.)John English - Note payable dated 7/1/99
with interest rate of 8.00% 110,500 0
k.)Paul Doll 35,000 0
l.)Note Payable - Finova
Note is due on June 1, 2000 and has
an interest rate of 11.75%. 98,986 0
m.)Computer Loan
36 month noted dated September 1999 with
an interest rate of 15.99%. 600 651
n.)Marine Bank Installment Loan
Note dated 8/5/99 with interest rate of
8.00 and maturity date of 8/5/04 30,700 98,318
o.)CIB Bank - Installment Loan
Note payable for 60 months at 4,091 per
month with interest rate of 8.50%
Maturity date is 2/29/04 37,376 117,469
p.)Vehicle 3 - payment is $285.09/month.
Note is secured by the vehicle and has
an interest rate of 8.5%. 231 0
q.)Vehicle 5 - payment is $303.05/month.
Note is secured by the vehicle and has
an interest rate of 7.65%. 3,296 2,643
r.)Equipment Loan - 48 month note dated
11/28/99 with interest rate of 5.9% 7,287 15,224
s.)Equipment Loan - 48 month note dated
December 1999. 9,703 13,980
t.)Vehicle Loan - 60 month note dated 4/3/99
with interest rate of 7.59% 4,553 14,453
----------- -------------
Subtotal 812,920 681,891
----------- -------------
Totals $3,140,259 681,891
=========== =============
<PAGE> 9
NOTE 3 - LOAN FROM SHAREHOLDERS
The Company and SECO-Illinois borrowed funds from shareholders throughout the
year to cover operating expenses. The total outstanding principal balance due as
of December 31, 1999 was $615,000. The detail of this principal balance as of
December 31, 1999 is as follows:
Jaime Bendersky $300,000 - Principal balance due on April 1, 2001.
Interest paid quarterly at a rate of 10%
(loan to the Company).
Jim Spachman $200,000 - No repayment terms. Interest paid
quarterly at 1/2% over the prime rate (loan
to the Company).
John Giura - $115,000 - No repayment terms. No interest paid
or accrued.
NOTE 4 - The financial statements reflect all adjustments which are, in the
opinion of management, necessary to present a fair statement of the results for
the six months ended June 30, 2000 and 1999.
NOTE 5 - The results of "Trifinity" only reflect operations from the date of
acquisition, March 5, 1999. No pro-forma results of operations are reflected for
this subsidiary due to lack of financial information of prior management.
<PAGE> 10
ITEM 2
CGI HOLDING CORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
The company's total assets at June 30, 2000 were $7,381,746 which represented an
increase of $558,821 over December 31, 1999 and an increase of $622,570 over the
same period last year. Total debt at June 30, 2000 was $4,589,200 compared to
$4,768,480 at December 31, 1999 and $3,006,929 at June 30, 1999. Short - term
debt on June 30, 2000 was $3,094,389; an increase of $216,503 over December 31,
1999.
Liquidity and Capital Resources
Cash flow for the six month period ended June 30, 2000 was $10,874 compared to
($51,465) for the same period last year. Working capital increased $118,262 on
June 30, 2000 from December 31, 1999. Working capital at June 30, 2000 was
$283,550. However, this represents a decrease from the same period last year in
the amount of $708,892.
The remaining availability at the on the Company's lines of credit plus the
accounts receivable collections will be adequate to meet the Company's current
obligations.
Results of Operations
Sales for the first six months of 2000 were $7,305,561 compared to the same
period last year of $5,639,072 representing an increase of $1,666,489 or a
percentage increase of 29.55%. Sales for the second quarter of 2000 were
$4,069,824 compared to $2,795,626 for the second quarter of 1999. The increase
of $1,274,198 is mainly attributable to the 'SECO' companies increase of
$1,064,004. Also, gross margins increased $812,245 and $541,930 for the six
month and three month periods respectively. The improvement in gross margin was
the result of the 'SECO' companies gross margin percentage in the second quarter
of 31.89% compared to 23.51% for the same quarter last year. The increase in
gross margin was the result of accepting only larger and more profitable
contracts.
Selling and administrative expenses increased $324,235 for the six months and
increased $84,516 in the second quarter compared to the same periods last year.
However, as a percentage of sales, selling and administrative decreased were
2.10% and 8.66% for the six and three month periods.
<PAGE> 11
Segment Analysis
INDUSTRY SEGMENT
SIX MONTHS ENDED JUNE 30, 2000
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 4,986,382 1,463,145 856,034 0 7,305,561
COST OF SALES 3,423,053 775,676 501,917 0 4,700,646
--------- --------- ------- ------ ----------
GROSS PROFIT 1,563,329 687,469 354,117 0 2,604,915
SELLING AND
ADMINISTRATION 1,141,333 435,748 298,672 64,665 1,940,418
--------- --------- ------- ------ ----------
INCOME FROM
OPERATIONS 421,996 251,721 55,445 (64,665) 664,497
--------- --------- ------- ------ ----------
OTHER INCOME(EXPENSE)
OTHER INCOME 67,867 0 2,475 0 70,342
INTEREST INCOME 0 0 0 0 0
INTEREST EXPENSE (96,190) (13,499) (49,904) (38,604) (198,197)
--------- --------- ------- ------ ----------
TOTAL (28,323) (13,499) (47,429) (38,604) (127,855)
--------- --------- ------- ------- ----------
INCOME BEFORE TAXES 393,673 238,222 8,016 (103,269) 536,642
========= ========= ======= ======= ==========
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
INDUSTRY SEGMENT
SIX MONTHS ENDED JUNE 30, 1999
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 4,016,238 1,493,632 129,202 0 5,639,072
COST OF SALES 3,035,176 764,621 46,605 0 3,846,402
--------- --------- --------- -------- ---------
GROSS PROFIT 981,062 729,011 82,597 0 1,792,670
SELLING AND
ADMINISTRATION 743,003 439,894 290,122 143,164 1,616,183
--------- --------- --------- ------- ---------
INCOME FROM
OPERATIONS 238,059 289,117 (207,525)(143,164) 176,487
--------- --------- --------- ------- ---------
OTHER INCOME(EXPENSE)
OTHER INCOME 33,630 0 0 0 33,630
INTEREST INCOME 1,679 0 0 0 1,679
INTEREST EXPENSE (69,028) (1,755) (2,778) (33,462) (107,023)
--------- --------- --------- ------- ----------
TOTAL (33,719) (1,755) (2,778) (33,462) (71,714)
--------- --------- --------- ------- ----------
INCOME BEFORE TAXES 204,340 287,362 (210,303)(176,626) 104,773
========= ========= ========= ======= ==========
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
Segment Analysis
INDUSTRY SEGMENT
THREE MONTHS ENDED JUNE 30, 2000
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 3,007,120 740,011 322,693 0 4,069,824
COST OF SALES 2,048,064 388,575 197,109 0 2,633,748
--------- --------- --------- -------- ---------
GROSS PROFIT 959,056 351,436 125,584 0 1,436,076
SELLING AND
ADMINISTRATION 658,769 210,183 129,181 44,965 1,043,098
--------- --------- --------- ------- ---------
INCOME FROM
OPERATIONS 300,287 141,253 (3,597) (44,965) 392,978
--------- --------- --------- ------- ---------
OTHER INCOME(EXPENSE)
OTHER INCOME 67,867 0 1,275 0 69,142
INTEREST INCOME 0 0 0 0 0
INTEREST EXPENSE (43,402) (5,857) (25,449) (14,875) (89,583)
--------- --------- --------- ------- ----------
TOTAL 24,465 (5,857) (24,174) (14,875) (20,441)
--------- --------- --------- ------- ----------
INCOME BEFORE TAXES 324,752 135,396 (27,771) (59,840) 372,537
========= ========= ========= ======= ==========
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
INDUSTRY SEGMENT
THREE MONTHS ENDED JUNE 30, 1999
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 1,943,116 758,503 94,007 0 2,795,626
COST OF SALES 1,486,331 402,262 12,887 0 1,901,480
--------- --------- --------- -------- ---------
GROSS PROFIT 456,785 356,241 81,120 0 894,146
SELLING AND
ADMINISTRATION 403,799 229,565 227,526 97,692 958,582
--------- --------- --------- ------- ---------
INCOME FROM
OPERATIONS 52,986 126,676 (146,406) (97,692) (64,436)
--------- --------- --------- ------- ---------
OTHER INCOME(EXPENSE)
OTHER INCOME 31,218 0 0 0 31,218
INTEREST INCOME 1,679 0 0 0 1,679
INTEREST EXPENSE (43,164) (668) (2,778) (28,505) (75,115)
--------- --------- --------- ------- ----------
TOTAL (10,267) (668) (2,778) (28,505) (42,218)
--------- --------- --------- ------- ----------
INCOME BEFORE TAXES 42,719 126,008 (149,184)(126,197) (106,654)
========= ========= ========= ======= ==========
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
<PAGE> 12
Forward-Looking Statements
This report included forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements contain information regarding growth and earnings expectations based
on the Company's current assumptions involving a number of risks and
uncertainties. There are certain important factors that can cause actual results
to differ materially from the forward-looking statements, including, without
limitation, adverse business or market conditions; the ability of the Company to
secure and satisfy customers; and adverse competitive developments. Readers are
cautioned not to place undue reliance on forward-looking statements.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
People of the State of Illinois, Plaintiff, v. Robert Larsen, Et. Al.,
Defendants, No. 96 CH 1033.
This action is pending in the Circuit Court of the Nineteen Judicial Circuit,
Lake County, Illinois. The Company is not a party to this action. However,
SECO-Illinois is a defendant. This action, filed in 1996, was brought by the
State of Illinois to compel defendant Larsen to conduct an environmental
clean-up of his property. SECO-Illinois was thereafter named an additional
defendant, from whom the State sought the imposition of unspecified penalties as
the result of certain asbestos removal work which it had conducted on the
subject property. In the summer of 1999, Larsen filed a counterclaim against
SECO-Illinois, seeking unspecified damages against it for sums Larsen was
allegedly caused to expend by reason of improper remediation work performed by
SECO-Illinois. The matter remains pending and undetermined, and currently is in
the process of discovery. Discovery to date has indicated that Larsen is seeking
damages in excess of $200,000.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
None
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized
CGI Holding Corporation
Dated: August 7, 2000 By: /s/ John Giura
----------------------------------
John Giura, Director, President
and Chief Financial Officer
Dated: August 7, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Ann K. Knaack
------------------------
Ann K. Knaack, Director and Vice President
Date: August 7, 2000
/s/ Chander Jadhwani
------------------------
Chander Jadhwani, Director
Date: August 7, 2000
