UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 30, 2006
Gilman + Ciocia, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-22996 11-2587324
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11 Raymond Avenue, Poughkeepsie, New York 12603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845)485-5278
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 25, 2006, management, in consultation with the Board of Directors of
Gilman + Ciocia, Inc. (the "Company"), made the determination that the Company
would amend and restate its financial statements for the fiscal year ended June
30, 2005 contained in the Company's Form 10-K and its interim financial
statements contained in its Form 10-Qs for the quarters ended September 30, 2005
and December 31, 2005 (collectively, the "Restated Periods").
Management has concluded that its previously issued financial statements for the
Restated Periods should not be relied upon because of certain grouping and
presentation errors contained therein. The Company made these determinations
based on discussions with the Staff of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") regarding certain
accounting matters raised during a Staff review of the Company's periodic
filings. The grouping and presentation errors include the following:
o The Company's consolidated statement of cash flow contained a
grouping error;
o The Company's stock based compensation table contained an error; and
o The Company's liquidity and capital resources disclosure was
incomplete.
The Company has quantified the impact of these errors on the Restated Periods
and there is no impact to the Company's net income (loss) for the relevant
periods.
The Company currently expects to file the amended reports for the Restated
Periods by June 15, 2006. The Board of Directors of the Company has discussed
the matters set forth herein with Sherb & Co, LLP, the Company's independent
registered public accountant.
Safe Harbor For Forward-Looking Statements:
Certain statements made in this Current Report on Form 8-K that are not based on
historical information are forward-looking statements which are made pursuant to
the safe harbor provisions of Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements include statements regarding the impact of
the errors on the Company's net income (loss) and the Company's current
expectations regarding filing amended quarterly and annual reports. These
forward-looking statements are neither promises nor guarantees, but involve
risks, factors and uncertainties that may cause actual results to differ
materially from those in the forward-looking statements. Factors that may cause
such differences include, but are not limited to: the ability of Company
personnel to prepare and file amended reports promptly, the Company's ability to
estimate the impact of the errors, and the risk factors discussed in Company's
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed
with the Commission.
May 30, 2006
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.
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(Registrant)
Date: May 30, 2006
------------------------- /s/ Michael Ryan
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Name: Michael Ryan
Title: Chief Executive Officer