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Think Partnership Inc · 10QSB · For 3/31/04

Filed On 5/4/04 7:57am ET · SEC File 33-19980-D · Accession Number 829323-4-37

  As Of               Filer                 Filing     As/For/On Docs:Pgs

 5/04/04  Cgi Holding Corp                  10QSB       3/31/04    1:19

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       For the Quarter Ended March 31, 2004                  19±    97K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Controls and Procedures Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Managements Discussion and Analysis of Financial Conditions and Results of Operations Other Information Submission of Matters to a Vote of Securities Holders Submission of Matters to A Vote of Security Holders
1	1st Page
"	Item 1. Financial Statements
"	Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operations
"	Item 3. Controls and Procedures
"	Item 1. Legal Proceedings
"	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Securities Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K
10	Item 4. Submission of Matters to A Vote of Security Holders

10QSB 1st "Page" of 11 TOC Top Previous Next Bottom Just 1st
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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 : March 31, 2004                       

[ ]  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                                                   

520 LAKE COOK ROAD, DEERFIELD, ILLINOIS                  60015                  
------------------------------------------             --------------           
(Address of principal executive offices)                 (Zip Code)             

Issuer's telephone number, including area code    (847) 282-5005                
                                       -----------------

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:  22,587,639 shares of its $0.001 par
value common stock as of May 3, 2004.                                           

Transitional Small Business Disclosures Format (check one) Yes [ ] No [x]       

CGI HOLDING CORPORATION                                                         

FORM 10-QSB                                                                     

For the quarter ended March 31, 2004                                            

INDEX                                                                           

PART I.  FINANCIAL INFORMATION                                                  

Item 1. Financial Statements                                    

   Item 2. Managements Discussion and Analysis of Financial Conditions
and Results of Operations                       

Item 3. Controls and Procedures                                 

PART II.  OTHER INFORMATION                                                     

Item 1. Legal Proceedings                                       

Item 2. Changes in Securities                                   

Item 3. Defaults Upon Senior Securities                         

Item 4. Submission of Matters to a Vote of Securities Holders   

Item 5. Other Information                                       

Item 6. Exhibits and Reports on Form 8-K                        

Signature                                                                       

906 Certification                                                               

302 Certification                                                               

PART I - FINANCIAL INFORMATION                                                  

ITEM 1 - FINANCIAL STATEMENTS                                                   

10QSB 2nd "Page" of 11 TOC 1st Previous Next Bottom Just 2nd

 CGI HOLDING CORPORATION, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004, DECEMBER 31, 2003 AND MARCH 31, 2003

                           3/31/2004         12/31/2003        3/31/2003
                         ------------        ------------      -----------
CURRENT ASSETS                                                                  
Cash                             891,420           303,144            97,916    
Accounts Receivable            5,320,889         3,907,331           825,048    
Allowance for Bad Debts         (132,160)         (116,185)          (22,498)   
Other Current Assets              30,702            76,932           180,000    
Note Receivable                  350,075           368,870           265,884    
Refundable Corporate Taxes         4,202             4,202             4,202    
Deferred Tax Asset             1,213,854           340,000            90,954    
                         ------------        ------------      -----------
Total Current Assets           7,678,982         4,884,294         1,441,506    
                         ------------        ------------      -----------
PROPERTY AND EQUIPMENT                                                          
Property, Plant and Equipment    372,763           118,512           127,727    
Less:Accumulated Depreciation    (42,993)          (37,622)          (28,376)   
                         ------------        ------------      -----------
NET PROPERTY AND EQUIPMENT       329,770            80,890            99,351    
                         ------------        ------------      -----------
OTHER ASSETS                                                                    
Deferred Tax Asset               361,448         1,494,611         1,017,924    
Other Assets                      71,250            97,500           156,415    
                         ------------        ------------      -----------
TOTAL OTHER ASSETS               432,698         1,592,111         1,174,339    
                         ------------        ------------      -----------
TOTAL ASSETS                   8,441,450         6,557,295         2,715,196    
                         ============        ============      ===========

CURRENT LIABILITIES                                                             
Current Portion                                                                 
of Long Term Debt                  -         1,315,079           824,871
Notes Payable-Line of Credit           -                 -            15,485    
Accounts Payable                 238,197           303,918           142,050    
Accrued Income Taxes              61,469            67,894                      
Deferred Revenue               3,258,130         2,688,550           925,254    
Accrued Liabilities              158,856           148,683           120,578    
                         ------------        ------------      -----------
TOTAL CURRENT LIABILITIES      3,716,651         4,524,124         2,028,238    
                         ------------        ------------      -----------
LONG TERM LIABILITIES                                                           
Long-Term Debt, Net                                                             
of Current Portion                 -           697,064            41,556
Loan Payable-Shareholder               -                 -            48,276    
                         ------------        ------------      -----------
TOTAL LONG TERM LIABILITIES            -           697,064            89,832    
                         ------------        ------------      -----------
STOCKHOLDERS' EQUITY                                                            
Preferred Stock, $0.001 par                                                     
value, 5,000,000 shares                                                         
authorized; no shares issued                                                    
or outstanding                         -                 -                 -    
Common Stock, $0.001 par value,                                                 
100,000,000 shares authorized,                                                  
25,020,239 shares issued and                                                    
22,520,239 outstanding            25,020            23,289            19,089    
Additional Paid In Capital     8,374,130         5,625,860         5,210,060    
Retained Earnings             (3,134,351)       (3,773,042)       (4,092,023)   
Treasury Stock                  (540,000)         (540,000)         (540,000)   
                         ------------        ------------      -----------
TOTAL STOCKHOLDERS' EQUITY     4,724,799         1,336,107           597,126    
                         ------------        ------------      -----------
TOTAL LIABILITIES AND                                                           
STOCKHOLDERS' EQUITY           8,441,450         6,557,295         2,715,196    
                         ============        ============      ===========

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 CGI HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 FOR THE PERIOD ENDED MARCH 31, 2004

                            COMMON     COMMON    PAID-IN   ACCUMULATED  TREASURY
                         SHARES      STOCK    CAPITAL    DEFICITS    STOCK
                          ---------- ---------- ---------------------- ---------

BALANCE:JANUARY 1, 2003   16,512,573    19,012  5,209,368  (4,092,609)(540,000) 

76,901 Options Exercised                                                        
at $0.01 Per Share            76,901        77        692                       

1,000,000 Options Exercised                                                     
on April 1, 2003 at $.10                                                        
Per Option                 1,000,000     1,000     99,000                       

Issued 3,200,000 Shares as                                                      
a Stock Bonus on July 31,                                                       
2003                       3,200,000     3,200    316,800                       

Net Profit 2003                                              319,567            
                          ---------- ---------- --------- ------------ ---------

BALANCE:DECEMBER 31,2003  20,789,474    23,289  5,625,860 (3,773,042) (540,000) 

Issued 12,015 Shares to                                                         
Joseph Hale on February 24                                                      
as part of a cashless                                                           
option                        12,015        12        (12)                      

Sold 1,718,750 Shares on                                                        
March 9, 2004 for $1.60                                                         
per share                  1,718,750     1,719  2,748,282                       

Net Profit, March 31, 2004                                    638,691           
                          ---------- ---------- --------- ------------ ---------

BALANCE: MARCH 31, 2004   22,520,239    25,020  8,374,130  (3,134,351) (540,000)
                          ========== ========== ========= ============ =========

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 CGI HOLDING CORPORATION, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                          2004              2003
                          -------------     ------------
SALES                                   3,825,431         1,185,361             

COST OF GOODS SOLD                      1,460,525           496,830             
                          -------------     ------------
GROSS PROFIT                            2,364,905           688,531             

SELLING, GENERAL AND                                                            
ADMINISTRATIVE EXPENSES                 1,465,240           665,435             
                          -------------     ------------
INCOME FROM OPERATIONS                    899,665            23,096             
                          -------------     ------------
OTHER INCOME (EXPENSES)                                                         
Impairment of Assets                  (25,000)                -         
Other Income(Expense)                 112,905                 -         
Interest Income                             -                65         
Interest Expense                      (28,100)          (22,575)        
                          -------------     ------------
TOTAL OTHER INCOME (EXPENSE)               59,805           (22,510)            
                          -------------     ------------
INCOME BEFORE INCOME TAX                                                        
PROVISION                                 959,469               586             
                          -------------     ------------
INCOME TAX PROVISION                                                            
Current Tax Expense                    61,469                 -         
Deferred Tax Expense                  259,309                 -         
                          -------------     ------------
TOTAL INCOME TAX PROVISION                320,778                 -             
                          -------------     ------------
NET INCOME                                638,691               586             
                          =============     ============

NET INCOME PER COMMON SHARE                                                     
FROM CONTINUING OPERATIONS                 $0.024            $0.000             
                          =============     ============

WEIGHTED AVERAGE NUMBER OF                                                      
COMMON SHARES OUTSTANDING              26,886,223        16,922,808             
                          =============     ============

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CGI HOLDING CORPORATION, INC. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                                        2004              2003
                                       -------------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net Profit                                   638,691               586  
Non-Cash Items Included in Net Profit                                           
Depreciation                                   5,371             4,724  
Allowance for Bad Debts                       15,975           (67,368) 
Deferred Income Taxes                        259,309                 -  
Impairment of Assets                          25,000                 -  
OTHER CHANGES:                                                                  
Change in Accounts Receivable                 (1,413,558)         (270,155)     
Change in Other Current Assets                    46,230            15,644      
Change in other Assets                            26,250               768      
Change in Accounts Payable                       (65,721)          (37,998)     
Change in Accrued Expenses                         3,748            96,869      
Change in Deferred Revenue                       569,580           219,860      
                                       -------------       -----------
NET CASH CHANGE FROM OPERATING ACTIVITIES        110,875           (37,070)     
                                       -------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES                                            
Fixed Assets Acquired                       (254,251)                -  
Change in Notes Receivable                    (6,205)           61,000  
                                       -------------       -----------
NET CASH CHANGE FROM INVESTING ACTIVITIES       (260,456)           61,000      
                                       -------------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Principal Payments Made                   (2,152,143)          (35,728) 
Change in Line of Credit                           -           (10,000) 
Proceeds from Loans                          140,000            50,000  
Proceeds from Sale of Stock                2,750,000               769  
                                       -------------       -----------
NET CASH CHANGE FROM FINANCING ACTIVITIES        737,857             5,041      
                                       -------------       -----------
NET CASH CHANGE                                  588,276            28,971      

CASH BALANCE:JANUARY 1                           303,144            68,945      
                                       -------------       -----------

CASH BALANCE: MARCH 31                           891,420            97,916      
                                       =============      ============

Supplemental Information                                                        
Interest Paid                                 28,100            22,575  
Income Taxes Paid                             24,827                 -  

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CGI HOLDING CORPORATION, INC. 
FOOTNOTES TO FINANCIAL STATEMENTS 
 MARCH 31, 2004 AND 2003

PRESENTATION OF FINANCIAL STATEMENTS                                            

The financial  statements  reflect all adjustments  which are, in the opinion of
management,  necessary to present a fair  statement of the results for the three
months ended March 31, 2004 and 2003.                                           

DEFERRED INCOME TAXES                                                           

Deferred income taxes are the result of timing differences  between book and tax
depreciation and book and tax  amortization of goodwill,  allowance for doubtful
accounts and net operating loss carryforwards.                                  

The components of the deferred tax liability at March 31, 2004 and 2003 were:   

                                                        2004          2003
                                                      ------------  ------------
Deferred Tax Assets                                                             

  Net Operating Loss Carryforwards                       $910,545     $999,951
   Valuation Allowance                                           -     (601,251)
                                                      ------------  ------------
  Subtotal                                               $910,545     $398,700
  Timing Difference relating to Goodwill Amortization     625,254      679,624
  Timing difference relating to bad debt recognition       39,503       30,554
                                                      ------------  ------------
  Total Deferred Tax Assets                            $1,575,302   $1,108,878
                                                      ============  ============

The Company has a net operating loss  carryforward  in the amount of $3,440,747.
According  to the internal  revenue  code,  these losses can be carried  forward
twenty years. The expiration dates of the available net operating losses are:   

      Year ended December 31, 2019                    $208,336
      Year ended December 31, 2021                   1,757,721
      Year ended December 31, 2022                     974,974
      Year ended December 31, 2022                     499,716

      Total Net Operating Loss Carryforward         $3,440,747

PROVISION FOR INCOME TAXES                                                      
The provision for income taxes consists of the following:                       

                 2004             2003
               ---------          --------
Current Tax Provision               $61,469               $0                    
Deferred Tax Provision              259,309                -                    
               ---------          --------
TOTAL TAX PROVISION                $320,778               $0                    
               =========          ========

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ITEM II                                                                         

CGI HOLDING CORPORATION, INC. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Financial Condition                                                             

Total assets of the Company at March 31, 2004 were $8,441,450, compared to March
31, 2003 of $2,715,196. This is an increase of $5,726,254. The increase in total
assets is mainly  attributable to the increase in Accounts Receivable due to the
increased  business  associated with the Company's  WebSourced,  Inc.  division.
Other  factors  contributing  to this increase are the increase in the Company's
cash position  resulting from the sale of stock in the first quarter of 2004 and
the purchase of additional equipment associated with the Company's relocation in
March 2004.                                                                     

Total debt at March 31,  2004 was $0  compared to $930,188 at March 31, 2003 and
$2,012,143  at December 31, 2003.  The Company paid off all of its existing debt
during the first  quarter of 2004 using a portion of the proceeds  from the sale
of the Company's common stock.                                                  

Liquidity and Capital Resources                                                 

The Company experienced  positive cash flow for the three months ended March 31,
2004 in the amount of  $588,276,  which  resulted in a cash balance on March 31,
2004 of $891,420. The Company's cash balance on March 31, 2003 was $97,916.     

The  Company's  working  capital at March 31, 2004 was  $3,962,331.  The working
capital  increased  during the three months  ended March 31, 2004 by  $3,602,161
from  December 31, 2003 when it was $360,170.  Current  assets at March 31, 2004
were  $7,678,982  compared to December  31, 2003 of  $4,884,294,  an increase of
$2,794,688. Conversely, the current liabilities decreased during the same period
by $807,473 resulting in the improved working capital position of the Company.  

Results of Operations                                                           

Sales for the three months ended March 31, 2004 were $3,825,431,  an increase of
42% over the prior  quarter,  and an increase of 223% over the first  quarter of
last year  when they were  $2,690,473  and  $1,185,361  respectively.           

The gross  profit  for the three  months  ended  March 31,  2004 was  $2,364,905
compared to the same period last year of $688,531.  The  Company's  gross profit
percentage  for the three months  ended March 31, 2004 was 62%,  compared to 58%
for the same period last year.                                                  

General and administrative  expenses were $1,465,240(38% of sales) for the first
three  months of 2004,  compared to  $665,435(56%  of sales) for the same period
last year, an increase of 120%. The percentage  decrease in relation to sales is
due to the Company's general and administrative expenses being comprised of many
fixed costs which do not increase proportionately to the increased sales volume.

Interest  expense  for the first three  months of 2004 was  $28,100  compared to
$22,575 in 2003.                                                                

The Company's  earnings  from  continuing  operations  before taxes in the first
quarter of 2004 were  $959,469  or $.0357 per share,  compared  to  $531,808  or
$.0249 per share in the prior  quarter,  an increase of 80%.  The pre tax income
from continuing  operations was $586 or $0.00 per share for the same period last
year, an increase of $958,883, or 163,631%.                                     

As the Company's  operations  became  profitable during the second half of 2003,
the  Company's  after-tax  earnings for the fourth  quarter of 2003  reflected a
$275,166 or $.012 per share increase due to a reduction of a previously recorded
valuation  allowance  related to the deferred tax asset created by the Company's
past net operating  losses.  Had the Company not recognized this gain during the
fourth quarter of 2003, the Company's  profit from continuing  operations  after
taxes for the fourth quarter of 2003 would have been  $356,311,  compared to the
Company's  profit from continuing  operations after taxes for the fourth quarter
of  2004 of  $638,691,  a 79%  increase.  Income  after  taxes  from  continuing
operations  for the three  months  ended  March 31,  2003 was $586 or $0.00,  an
increase of 108,892%.                                                           

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Cautionary Statement Regarding Forward-Looking Statements                       

Statements  made in this  document  that express the  Company's or  management's
intentions,  plans,  beliefs,  expectations or predictions of future events, are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  and are  made  pursuant  to and in  reliance  on the  safe  harbor
provisions  of  such  sections.   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,   including  risk  factors
summarized  below.  The  Company  cannot  guarantee  future  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 document, 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  changes in
events, conditions or circumstances on which any such statements are based.     

Risk Factors                                                                    

You should  carefully  consider the risks described below before  purchasing our
common stock. Some of our most significant risks and uncertainties are described
below;  however,  they are not the only risks we face.  If any of the  following
risks  actually  occur,  our  business,   financial  condition,  or  results  or
operations  could be materially  adversely  affected,  the trading of our common
stock could decline, and you may lose all or part of your investment therein.   

We may be  subject  to  litigation  in regard to the  activities  of our  former
subsidiaries.  Our  former  subsidiaries  were  involved  in a wide  variety  of
activities,  including general contracting,  asbestos abatement,  and demolition
activities. These activities may result in litigation of some nature against us.
We have previously been sued and have settled a lawsuit by paying  $1,000,000 in
regard to an indemnity  agreement signed by us in connection with a construction
project in O'Fallon,  Missouri,  the general  contractor of which was originally
one of our former subsidiaries.  We have signed an indemnity agreement in regard
to  performance  and payment  bonds issued by a surety  covering a  construction
project in St.  Ann,  Missouri,  the general  contractor  of which is one of our
former  subsidiaries.  Although our  management  does not  currently  anticipate
litigation in regard to the St. Ann  construction  project,  we cannot guarantee
that litigation of some type will not occur.  In addition,  during October 2003,
we were threatened with a lawsuit by the St. Louis Construction Laborers Benefit
Funds (the "Funds"). The Funds are attempting to collect employee fringe benefit
contributions  in  regard  to  employees  of  Safe  Environment  Corporation  of
Missouri. We have denied having any obligation in regard to such employee fringe
benefit contributions. The Funds have filed a lawsuit entitled Greater St. Louis
Construction  Laborers Welfare Fund, et al.,  Plaintiffs,  v. Barry Ash, et al.,
Defendants, Case No. 4:02CV01180 ERW in the United States District Court for the
Eastern  District  of  Missouri.  One of the  defendants  in the lawsuit is John
Giura,  our Vice Chairman and Vice President and our former  President and Chief
Executive Officer. It is our understanding that this lawsuit has been settled by
John  Giura,  so we do not expect to be added to this  lawsuit as an  additional
defendant. If we are added to this lawsuit as an additional defendant, we intend
to vigorously defend the lawsuit. In light of this threatened litigation, we and
John Giura have  entered into an  Indemnification  Agreement  dated  October 22,
2003,  pursuant to which John Giura has agreed to indemnify and hold harmless us
in  regard  to any  losses  arising  in  connection  with  this  lawsuit.  Other
litigation relating to our former subsidiaries is possible.                     

We have lost money historically.  We had net losses for the years ended December
31, 2002 and 2001. Our future  operations  may not be profitable.  If we are not
profitable  in the future,  the value of our common  stock may fall and we could
have difficulty obtaining funds to continue our operations.                     

We are  unlikely to collect  all of the money owed to us by GMP,  LLC. On August
31, 2002, we sold the stock of Safe Environment  Corporation of Indiana ("SECO")
and our  interest  in  Acadian  Builders,  LLC to GMP,  LLC  ("GMP"),  a limited
liability company of which John Giura, our Vice Chairman and Vice President,  is
a member.  In  consideration  for this sale:  (1) GMP was obligated to pay us an
aggregate  of $175,000 by November 30, 2002,  plus  certain  additional  amounts
(collectively, the "GMP Contract Payments"); and (2) GMP signed and delivered to
us a  promissory  note for  $470,000,  which  note was  payable in the amount of
$35,000 per quarter beginning on December 31, 2002 (the "GMP Note"). As security
for the obligations of GMP to pay us the GMP Contract Payments and the GMP Note,
GMP pledged to us all of the common  stock of SECO.  Although  GMP made  partial
payments to us on the GMP Contract Payments,  GMP defaulted on the remaining GMP
Contract  Payments owed to us and on the entire GMP Note owed to us. On April 1,
2003 we entered into an agreement (the "GMP Note Restructuring  Agreement") with
GMP,  SECO and John  Giura.  Pursuant to the GMP Note  Restructuring  Agreement,
among other  things:  (1) GMP and SECO agreed to use their best efforts to cause
certain  parties to sign  agreements  pursuant to which an aggregate of $300,000
will be paid to us out of a certain  escrow  account  established in regard to a
SECO  construction  project located in St. Ann, Missouri (the "$300,000 From St.
Ann Escrow  Agreement");  (2) GMP and SECO  agreed to use their best  efforts to
cause certain parties to sign agreements pursuant to which an aggregate of up to
$200,000 will be paid to us in regard to a certain  housing  development  in St.
Charles,   Missouri  (the  "$200,000  From  St.  Charles   Housing   Development
Agreement");  (3) GMP agreed that the remaining GMP Contract  Payments  would be
paid by GMP to us as soon as practicable but in any event no later than July 31,
2003;  and (4) we agreed that if GMP and SECO were to deliver  the fully  signed
$300,000 From St. Ann Escrow  Agreement  and the fully signed  $200,000 From St.
Charles  Housing  Development  Agreements,  and if GMP were to  timely  make the
remaining GMP Contract  Payments,  and if GMP and John Giura were not in default
of any of certain other  obligations to us, then the principal amount of the GMP
Note to us  would  be  reduced  from  $470,000  down to  $337,495.09,  of  which
$37,495.09 would be paid by GMP to us as soon as practicable but in any event no
later than July 31, 2003. To date, the following  events have occurred in regard
to the GMP Note Restructuring Agreement: (1) On May 7, 2003, we received a fully
signed $300,000 From St. Ann Escrow  Agreement;  (2) On May 5, 2003, we received
all but one of the $200,000 From St. Charles Housing Development Agreements; (3)
As of  March  31,  2004,  the  remaining  unpaid  GMP  Contract  Payments  equal
$75,074.73; and (4) GMP has failed to make any payments on the GMP Note. We have
become aware that GMP and SECO have had severe financial difficulties, including
but not limited to restricted access to credit,  liquidity problems in regard to
non-collection of various receivables, delays in completion of certain projects,
delays in the awarding of certain projects, and generally weak conditions within
their  industry.  It is the opinion of our management that GMP does not have the
resources to pay all of the remaining  unpaid GMP Contract  Payments and the GMP
Note.  Moreover,  an  insolvency  or  bankruptcy of either GMP and/or SECO, or a
delay or failure by SECO in the completion of the SECO  construction  project in
St. Ann, Missouri,  might significantly  adversely affect our ability to collect
the $300,000  payable to us under the $300,000  From St. Ann Escrow  Agreements,
the  $200,000  payable  to us  under  the  $200,000  From  St.  Charles  Housing
Development Agreements,  the remaining unpaid GMP Contract Payments, or payments
due from GMP to us under the GMP Note and, in addition,  such an  insolvency  or
bankruptcy  could subject us to liability under an indemnity  agreement which we
signed in regard to the surety bonds  issued in regard to the SECO  construction
project in St. Ann,  Missouri.  We expect to attempt to  negotiate a  settlement
with GMP regarding its payment obligations to us following the completion of the
SECO  construction  project in St.  Ann,  Missouri,  and the  completion  of all
payments by John Giura in regard to his  settlement  of the lawsuit by the Funds
discussed above.                                                                

We may not be able to collect  all of the money owed to us by The Voice and Data
Group,  Inc. We terminated  our merger  agreement with The Voice and Data Group,
Inc., among other things,  because certain conditions to the consummation of the
merger could not be met.  There is no  guarantee  that The Voice and Data Group,
Inc. will be able to repay the $100,000  unsecured  loan made by us to The Voice
and Data Group,  Inc. in connection with the merger  agreement.  As of March 31,
2004, we have written off $25,000 of that $100,000  unsecured  loan to The Voice
and Data Group, inc.                                                            

The market price of our common stock is highly volatile. The market price of our
common  stock has been and is expected to continue to be highly  volatile.  Many
factors  beyond our  control  --  including  announcements  of changes in search
engine  algorithms;  technological  innovations by other  companies;  government
regulations;  marketing,  pricing or other actions by competitors;  emergence of
new  competitors;  new  products or  procedures;  concerns  about our  financial
position or operating  results;  litigation;  disputes  relating to  agreements,
patents or proprietary rights; loss of key employees;  and many other factors --
may have a  significant  negative  impact on the market  price of our stock.  In
addition,  the  potential  dilutive  effects of future sales of shares of common
stock by  stockholders  and by us, and the exercise of outstanding  warrants and
options and subsequent sales of our common stock,  could have a material adverse
effect on the price of our common stock.                                        

The  1-for-5  reverse  split of our  stock  which  our  Board of  Directors  and
shareholders  have  authorized  to be  effected on or prior to June 30, 2004 may
have  adverse  effects  on our stock  price and our  stockholders.  Our Board of
Directors  has  adopted  resolutions  and a  majority  of our  stockholders  has
approved such resolutions providing for a recapitalization pursuant to which the
issued and  outstanding  shares of our common stock are to be reverse split,  or
consolidated,  on a 1-for-5 basis,  so that  stockholders  will own one share of
common  stock for each 5 shares of common  stock held by the  stockholder,  such
reverse  split to be  effected  on a date not later  than June 30,  2004.  It is
possible that this reverse split may have an adverse  effect on our stock price,
in that after the reverse  split one share of our stock  possibly  may trade for
less than 5 shares of our stock prior to the reverse split.  It is also possible
that this reverse  split may have an adverse on our  stockholders.  For example,
after the reverse split stockholders  holding less than 100 shares of our common
stock may have larger  commissions  charged to sell such shares,  possibly  even
commissions that are larger than the value of the shares being sold.            

We may not be able to identify,  negotiate,  finance or close  acquisitions.  We
intend to pursue one or more  acquisitions  of companies  engaged in  businesses
that may or may not be similar to our WebSourced, Inc. subsidiary. We may not be
able to identify or negotiate such  acquisitions on acceptable  terms or at all.
If such  acquisitions  are  successfully  identified and  negotiated,  the terms
thereof may require us to incur additional  indebtedness or issue equity. We may
not be able to obtain such financing on acceptable terms or at all.             

The terms and  conditions of acquiring  businesses  could  adversely  affect the
price  of our  common  stock.  In order to  consummate  acquisitions,  we may be
required to take action that could adversely affect the price of our stock, such
as issuing common stock,  convertible preferred stock,  convertible subordinated
debt, or other equity-linked  securities,  potentially resulting in the dilution
of  existing   shareholders  or  having  other  adverse  effects  upon  existing
shareholders;  undertaking  a reverse stock split;  changing the name,  Board of
Directors,  or officers of our  company;  entering  into new lines of  business;
forming  business  combinations or strategic  alliances with potential  business
partners;  or  taking  other  actions.  Any  one or more of  these  actions  may
adversely affect our company and our common stock.                              

We may be unable to successfully  integrate acquired businesses.  We may acquire
other  businesses  in  the  future,  which  may  significantly   complicate  the
management of our company. We may need to integrate widely dispersed  operations
with different corporate cultures,  operating margins, competitive environments,
computer  systems,  compensation  schemes,  business plans and growth potential.
Such  integration  efforts may not succeed,  or may distract our management from
servicing our existing clients. Any failure to manage acquisitions  successfully
could seriously harm our operating  results.  Also, the acquisition  costs could
cause our quarterly operating results to vary significantly.                    

We may  experience  difficulty  in  handling  growth.  We expect to grow both by
hiring new employees and by servicing new business and geographic  markets.  Our
growth will place a significant  strain on our  management  and on our operating
and  financial  systems.  Our  personnel may be inadequate to support our future
operations.  In order to accommodate  the increased size of our  operations,  we
will  need to hire,  train  and  retain  appropriate  personnel  to  manage  our
operations.                                                                     

We depend on the  availability  of skilled labor,  which is difficult to attract
and retain.  The  success of our growth  strategy  will depend to a  significant
extent  upon our  ability  to  attract,  train and retain  skilled  operational,
technical, financial, management, sales and marketing personnel. Competition for
skilled  personnel  is  intense.  We may not be  successful  in  attracting  and
retaining the personnel  necessary to conduct our business  successfully.  If we
are unable to attract,  hire,  assimilate,  and retain such personnel,  it could
have a material adverse effect on our business,  financial condition and results
of  operations.  Moreover,  even if we are to  expand  our  employee  base,  the
resources required to attract and retain such employees may adversely affect our
operating margins.                                                              

Our  growth  heavily  depends  on our key  personnel,  the  loss  of whom  would
materially  adversely  affect our  business.  We believe  that our success  will
depend on the continued employment of certain key personnel, including Gerard M.
Jacobs,  our President and Chief Executive  Officer,  and S. Patrick Martin, the
President and Chief Executive Officer of our WebSourced, Inc. subsidiary. If one
or more of our key  management  personnel  were unable or  unwilling to continue
their present positions, such persons would be very difficult to replace and our
business could be seriously harmed. In addition,  we expect that we will find it
necessary to offer such key personnel and the  independent  members of our Board
of  Directors  compensation  in the  form of  stock  options  and  warrants.  In
addition, if any of WebSourced, Inc.'s key employees joins a competitor or forms
a competing  company,  some of our clients  might  choose to use the services of
that competitor or new company instead of ours.                                 

Weak general economic and business  conditions may adversely affect our revenues
and  operating   margins.   Weak  general  economic  and  business   conditions,
international tension and wars, terrorism and epidemics,  globally,  nationally,
regionally or locally, may have a significant adverse effect on our revenues and
operating margins.                                                              

We face competition from many small and various large companies worldwide,  some
of whom are more established and better capitalized than we are.  Competition in
technology  service  markets  is  intense.  If we fail to  compete  successfully
against current or future  competitors,  our business,  financial  condition and
operating results would be seriously harmed.  Because relatively low barriers to
entry  characterize  our current and many prospective  markets,  we expect other
companies to enter our markets. In addition, some of our competitors may develop
services  that are superior  to, or have greater  market  acceptance  than,  the
services that we offer.  Also, if our market  sectors  appear  attractive,  then
numerous existing  companies that have greater financial and human resources may
be  expected  to enter those  markets.  The  superior  financial  and  marketing
resources of those potential  competitors may provide a substantial advantage to
those competitors over us.                                                      

We lack long-term  contracts  with clients.  Few if any of our clients retain us
under  contracts  longer  than 12  months.  As a  result,  our  revenues  may be
difficult to predict.  Because we sometimes incur costs based on expectations of
future revenues, our failure to predict future revenues accurately may seriously
harm our financial condition and results of operations.                         

There is a lack of brand  awareness  of our  services.  Due to lack of marketing
resources,  we have not been able to develop  any  widespread  awareness  of our
brand name. Any increase in our  advertising  and marketing  expenditures  could
cause our  operating  margins to decline.  In  addition,  our  WebSourced,  Inc.
subsidiary  has recently  hired a public  relations firm and we have in the past
and may in the future retain an investor  relations firm. The cost of such firms
will  harm our  results  of  operations.  Moreover,  our  brand  may be  closely
associated with the business success or failure of some of our Internet clients,
some of who are pursuing unproven business models in competitive  markets.  As a
result,  the  failure  or  difficulties  of one of our  clients  may  damage our
reputation.  If we fail to  successfully  promote and maintain our brand name or
incur  significant  related  expenses,  our operating margins and our growth may
decline.                                                                        

A failure by us to meet client  expectations could result in losses and negative
publicity.  Any  failure  to meet our  clients'  expectations  could  result in:
delayed  or lost  revenues  due to adverse  client  reactions;  requirements  to
provide  additional  services  to  clients  at  no  charge;  negative  publicity
regarding our services,  which could adversely  affect our ability to attract or
retain  clients;   and  claims  for  damages  against  us,   regardless  of  our
responsibility  for such  failure.  We cannot be sure  that our  contracts  will
protect us from liability for damages in the event we are sued.  Also, if we are
sued,  the legal fees  involved in  defending a lawsuit may exceed the amount of
the claim in question.                                                          

Our success  depends  upon  increased  adoption of the  Internet  and the use of
search  engines as a means for  commerce.  Our  success  depends  heavily on the
continued use and  acceptance  of the Internet and of search  engines as a means
for commerce.  The widespread acceptance and adoption of the Internet and search
engines for  conducting  business is likely only in the event that the  Internet
and  search  engines   provide   businesses   with  greater   efficiencies   and
improvements.  If  commerce  on the  Internet  and on  search  engines  does not
continue to grow,  or grows more slowly than  expected,  our  business  would be
seriously  harmed.  Consumers and  businesses  may reject the Internet or search
engines as a viable commercial medium or marketing tool for a number of reasons,
including:  taxes; potentially inadequate network infra structure;  difficulties
or dissatisfaction  with search engine algorithms;  delays in the development of
Internet and search engine enabling  technologies and performance  improvements;
delays in the development or adoption of new standards and protocols required to
handle increased  levels of Internet and search engine  activity;  delays in the
development of security and authentication technology necessary to effect secure
transmission  of  confidential  information  over the  Internet;  changes in, or
insufficient  availability  of,  telecommunications   services  to  support  the
Internet and search  engines;  problems  associated  with  computer  hackers and
viruses;  decreased use of search engines;  increased  popularity of alternative
Internet marketing  techniques and strategies;  and failure of companies to meet
their  customers'  expectations  in  delivering  goods  and  services  over  the
Internet.                                                                       

Increasing  government  regulations  or  taxation  could  adversely  affect  our
business.  We are  affected not only by  regulations  applicable  to  businesses
generally,  but also by laws,  regulations  and  taxes  directly  applicable  to
eBusiness.  Although there are currently few such laws,  regulations  and taxes,
state,  federal  and  foreign  governments  may  adopt a number  of these  laws,
regulations and taxes. Any such legislation,  regulation or tax could dampen the
growth of the  Internet  and decrease its  acceptance  as a  communications  and
commercial medium. If such a decline occurs,  companies may decide in the future
not to use our  services.  This  decrease in the demand for our  services  would
seriously harm our business and operating results. Any new laws,  regulation and
taxes may govern,  restrict,  tax or affect any of the  following  issues:  user
privacy;  the  pricing  and  taxation  of goods and  services  offered  over the
Internet; the content of web sites; consumer protection; and the characteristics
and quality of products and services offered over the Internet.                 

We may be unable to protect our intellectual  property. We cannot guarantee that
we can safeguard or deter  misappropriation  of our  intellectual  property.  In
addition,  we may not be able to  detect  unauthorized  use of our  intellectual
property and take appropriate  steps to enforce our rights.  If former employees
or third  parties  infringe or  misappropriate  our trade  secrets,  copyrights,
trademarks  or other  proprietary  information  or  intellectual  property,  our
business could be seriously  harmed.  In addition,  although we believe that our
proprietary  rights do not infringe the intellectual  property rights of others,
other parties may assert  infringement  claims  against us or claim that we have
violated their  intellectual  property  rights.  Such claims,  even if not true,
could result in  significant  legal and other costs and may be a distraction  to
our management.                                                                 

A significant  portion of our stock is owned by insiders.  Our current Directors
and officers and those of our subsidiary WebSourced,  Inc., as a group, together
with  their  affiliates,  beneficially  own  a  significant  percentage  of  our
outstanding  shares of common stock.  Accordingly,  these stockholders will have
substantial  influence over our policies and  management.  Voting control over a
significant portion of these stockholders' shares has been transferred, pursuant
to irrevocable  proxies,  to Gerard M. Jacobs, our President and Chief Executive
Officer.                                                                        

We have not paid dividends since our inception and do not expect to do so in the
foreseeable  future.  As a result,  our stockholders will not be able to receive
any return on their  investment  without  selling  their  shares.  We  presently
anticipate  that all earnings,  if any, will be retained for  development of our
business. Any future dividends will be subject to the discretion of the Board of
Directors and will depend on, among other things, our future earnings, operating
and financial condition, capital requirements and general business conditions.  

Nevada  laws  may  discourage   investor  purchases  of,  or  mergers  or  other
transactions  involving,  our stock. Certain Nevada laws limit the circumstances
under which a person or entity may acquire a  controlling  interest in the stock
of  a  Nevada  corporation  or  may  cause  a  merger,  consolidation  or  other
"combination" to occur involving a Nevada corporation. These laws may discourage
companies  or persons  interested  in  acquiring  a  significant  interest in or
control of our company, or delay or make such an acquisition or transaction more
difficult or expensive to consummate,  regardless of whether such an acquisition
or transaction may be in the interest of a our stockholders.                    

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Segment Analysis                                                                

INDUSTRY SEGMENT
THREE MONTHS ENDED MARCH 31, 2004   
                    WEBSOURCED        CGI         CONSOLIDATED

SALES                         3,825,431           -           3,825,431         

COST OF SALES                 1,460,525           -           1,460,525         
                    ------------   ----------        -----------
GROSS PROFIT                  2,364,905           -           2,364,905         

SELLING AND                                                                     
ADMINISTRATION              1,322,078      143,162          1,465,240       
                    ------------   ----------        -----------
INCOME FROM                                                                     
OPERATIONS                  1,042,827     (143,162)           899,665       
                    ------------   ----------        -----------
OTHER INCOME (EXPENSE)                                                          
IMPAIRMENT OF ASSETS                  -      (25,000)           (25,000)        
OTHER INCOME                          -      112,905            112,905         
INTEREST INCOME                       -            -                  -         
INTEREST EXPENSE                 (8,455)     (19,645)           (28,100)        
                    ------------   ----------        -----------
TOTAL                            (8,455)      68,260             59,805         
                    ------------   ----------        -----------
INCOME BEFORE TAXES           1,034,372      (74,903)           959,469         
                    ============   ==========        ===========

INDUSTRY SEGMENT
THREE MONTHS ENDED MARCH 31, 2003   

                      WEBSOURCED        CGI         CONSOLIDATED

SALES                         1,185,361           -           1,185,361         

COST OF SALES                   496,830           -             496,830         
                    ------------   ----------        -----------
GROSS PROFIT                    688,531           -             688,531         

SELLING AND                                                                     
ADMINISTRATION                623,767      41,668             665,435       
                    ------------   ----------        -----------
INCOME FROM                                                                     
OPERATIONS                     64,764     (41,668)             23,096       
                    ------------   ----------        -----------
OTHER INCOME (EXPENSE)                                                          

OTHER INCOME                         -            -                   -         
INTEREST INCOME                      -           65                  65         
INTEREST EXPENSE                (7,360)     (15,215)            (22,575)        
                    ------------   ----------        -----------
TOTAL                           (7,360)     (15,150)            (22,510)        
                    ------------   ----------        -----------
INCOME BEFORE TAXES             57,404      (56,818)                586         
                    ============   ==========        ===========

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PART II - OTHER INFORMATION                                                     

ITEM 1. LEGAL PROCEEDINGS                                                       

(1) The  Company  and its  WebSourced  subsidiary  are  plaintiffs  in a lawsuit
entitled CGI Holding  Corporation and WebSourced,  Inc.,  Plaintiffs,  v. Global
Payments,  Inc.,  Defendant,  Case No. 03A10759-5,  in the State Court of DeKalb
County, Georgia. The Defendant has answered the Company's and WebSourced, Inc.'s
Complaint,  and has denied any  liability,  Discovery  is currently in progress.
Reference is hereby made to the  Company's  Form 8-K filed on September 2, 2003.
The lawsuit was filed in August,  2003. The Company cannot guarantee the outcome
of this litigation.                                                             

ITEM 2. CHANGES IN SECURITIES                                                   

(1) On January 20, 2004, the Company issued to the Roberti Jacobs Family Trust a
Warrant to purchase  40,000  shares of the  Company's  common stock at a price a
$0.50 per share, in conjunction with a borrowing by the Company from that Trust.

(2) On February 24, 2004,  the Company  issued  12,015 shares of common stock to
Joseph H. Hale as part of a cashless exercise of an option.                     

(3) On  February  25,  2004,  the  Company  issued to Paul W. Doll a Warrant  to
purchase  12,000  shares of the  Company's  common stock at a price of $1.00 per
share, in conjunction with a borrowing by the Company from Paul W. Doll.        

(4) On March 3, 2004,  the Company  issued to two  employees of its  WebSourced,
Inc.  subsidiary  Warrants to purchase a total of 12,000 shares of the Company's
common stock at a price of $1.51 per share.                                     

(5) On March 9, 2004,  the Company  completed a private  placement  of 1,718,750
unregistered  shares of the Company's  common stock to a group of investors at a
price of $1.60  per  share,  thereby  raising a total of $2.75  million  for the
Company.                                                                        

(6) On March 15,  2004,  the Company  issued to  twenty-three  employees  of its
WebSourced, Inc. subsidiary Warrants to purchase a total of 27,000 shares of the
Company's common stock at a price of $2.75 per share.                           

(7) As of May 3, 2004,  the Company has  25,087,639  shares of its common  stock
issued and  22,587,639  outstanding,  and the  Company  has issued  options  and
warrants to purchase a total of 6,693,217  shares of the Company's  common stock
at exercise prices ranging from $0.001 to $2.75 per share.                      

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 on this 3rd day of May, 2004.                                        

       CGI Holding Corporation

        By: /s/ Gerard M. Jacobs
                  ----------------------------------
Gerard M. Jacobs
                   President, Chief Executive Officer,
    Treasurer, Secretary

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906 CERTIFICATION                                                               

Certification  pursuant to 18 U.S.C.  Section 1350, as adopted to Section 906 of
the Sarbanes-Oxley Act of 2002                                                  

In connection  with the Form 10-QSB of CGI Holding  Corporation  (the "Company")
for the quarter ended March 31, 2004, as filed with the  Securities and Exchange
Commission on the date hereof (the "Report"), each of the undersigned certifies,
pursuant to 18 U.S.C.  paragraph 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of their knowledge and belief, that:    

1) the Report fully complies with the requirements of Sections 13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended; and                        

2) the  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.     

This  certification  is made solely for purpose of 18 U.S.C.  paragraph 1350 and
not for any other purpose.  A signed original of this written statement required
by section 906, or other document  authenticating,  acknowledging,  or otherwise
adopting the signatures that appear in typed form within the electronic  version
of this written statement required by Section 906, has been provided to Poulos &
Bayer and will be retained by Poulos & Bayer and furnished to the Securities and
Exchange Commission or its staff upon request                                   

CGI Holding Corporation   

May 3, 2004               

By: /s/ Gerard M. Jacobs  
                   ---------------------------------------------
Gerard M. Jacobs          
         President, Chief Executive Officer,
Treasurer, Secretary      

302 CERTIFICATION                                                               

I, Gerard M. Jacobs, certify that:                                              

1. I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of CGI  Holding
Corporation;                                                                    

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which statements were
made, not misleading with respect to the period covered by the quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.      

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and
internal  control  over  financial  reporting  (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:                

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures  to be designed  under my  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;                       

b) Designed  such  internal  control over  financial  reporting,  or caused such
internal  control over financial  reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;                                  

c) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report my conclusions  about the  effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and                                    

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and                     

5. I have  disclosed,  based on our most recent  evaluation of internal  control
over financial reporting,  to the registrant's  auditors and the audit committee
of registrant's board of directors:                                             

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls over  financial  reporting  which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and                                 

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls over
financial reporting.                                                            

May 3, 2004                                                                     

/s/ Gerard M. Jacobs                                                            
------------------------------                                                  
Gerard M. Jacobs                                                                
President, Chief Executive Officer,                                             
Treasurer and Secretary

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	12/31/01	8		10KSB
	8/31/02	8
	11/30/02	8
	12/31/02	8		10KSB
	3/31/03	2	9	10QSB, 8-K
	4/1/03	3	8
	5/5/03	8
	5/7/03	8
	7/31/03	8
	9/2/03	10		8-K
	10/22/03	8
	12/31/03	2	7	10KSB, 10KSB/A
	1/20/04	10
	2/24/04	10
	2/25/04	10
	3/3/04	10
	3/9/04	3	10	8-K, 10KSB/A, 4/A
	3/15/04	10		4
For The Period Ended	3/31/04	1	11	10QSB/A
	5/3/04	1	11
Filed On / Filed As Of	5/4/04
	6/30/04	8		10QSB/A, 10QSB
	12/31/19	6

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Think Partnership Inc · 10QSB · For 3/31/04

Filed On 5/4/04 7:57am ET · SEC File 33-19980-D · Accession Number 829323-4-37

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents