UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2003
GILMAN + CIOCIA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22996 11-2587324
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
11 Raymond Avenue
Poughkeepsie, NY 12603
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (845) 486-0900
Item 4. Changes in Registrant's Certifying Accountant
On November 7, 2003, Gilman + Ciocia, Inc. (the "Company") engaged Radin
Glass & Co., LLP ("Radin Glass") to serve as the Company's independent auditors
for the year ending June 30, 2003 and for the year ending June 30, 2004. The
Company's independent auditors were previously Grant Thornton, LLP ("Grant
Thornton"). The Company dismissed Grant Thornton on November 5, 2003 at the
recommendation of its Board of Directors. The ratification of the appointment of
auditors for the year ending June 30, 2004 will be considered by the Company's
stockholders at the next annual meeting anticipated to be held in March 2004.
During the year ending June 30, 2003 and for the interim period through
the date the relationship ended, there were no disagreements with Grant Thornton
on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Grant
Thornton's satisfaction, would have caused them to make reference to the subject
matter of the disagreement in connection with their reports.
The audit reports of Grant Thornton on the Company's consolidated
financial statements as of and for the fiscal year ending June 30, 2002 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles, except that
Grant Thornton's audit report included in the Company's Annual Report on 10-K
for the fiscal year ended June 30, 2002 included an explanatory paragraph
relating to substantial doubt as to the Company's ability to continue as a going
concern due to recurring losses from operations and its breach of covenants in
the Company's loan agreements.
During the fiscal year ending June 30, 2003 and for the interim period
through the date the relationship ended, Grant Thornton did not advise the
Company of any reportable events under Item 304(a)(1)(v) of Regulation S-K,
except that:
(i) On September 29, 2003, in connection with the audit of the Company's
wholly-owned subsidiary, Prime Capital Services, Inc. ("Prime"), Grant Thornton
sent Prime a letter advising Prime that material deficiencies had been found in
its internal controls, but that such material deficiencies had been remedied
through the hiring of additional personnel and the implementation of new
supervisory procedures. A copy of such letter is attached as Exhibit 99.1.
(ii) On November 10, 2003, Grant Thornton sent the Company a letter
concluding that the Company had material weaknesses in its system of internal
controls. In that letter, Grant Thornton stated that it had to expand the scope
of its audit procedures in several areas, and had not completed its audit at the
date of its termination. A copy of such letter is attached as Exhibit 99.2. The
Company intends, with Radin Glass, to address the issues raised by Grant
Thornton in its letter.
During the year ending June 30, 2003 and through November 5, 2003, the
Company did not consult Radin Glass regarding any matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1. Letter from Grant Thornton, LLP to Prime Capital Services, Inc.,
dated September 29, 2003.
Exhibit 99.2 Letter from Grant Thornton, LLP to Gilman + Ciocia, Inc. dated
November 10, 2003.
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.
GILMAN + CIOCIA, INC.
By: /s/ Michael P. Ryan
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Name: Michael P. Ryan
Title: President
Date: November 12, 2003