As filed with the Securities and Exchange Commission on December 21, 2007
                                                                Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GILMAN + CIOCIA, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                      7200
            --------------------------------------------------------
            (Primary standard industrial Classification Code Number)

           Delaware                                      11-2587324
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 486-0900
   ---------------------------------------------------------------------------
   (Address, including Zip Code, and Telephone Number, including Area Code, of
                    Registrant's Principal Executive Offices)

                            Ted H. Finkelstein, Esq.
                       Vice President and General Counsel
                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 485-5278
--------------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number Including Area Code, of
                               Agent for Service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 885-5000

   As soon as practicable after this Registration Statement becomes effective
   --------------------------------------------------------------------------
        (Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |_|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

<PAGE>

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

                                                                                      Proposed
                                                              Proposed Maximum        Maximum
Title of Each Class of Securities to      Amount to be       Offering Price Per      Aggregate         Amount of
            be Registered                  Registered               Unit           Offering Price   Registration Fee
------------------------------------      ------------       ------------------    --------------   ----------------
<S>                                        <C>                     <C>               <C>                 <C>
Common Stock, par value $0.01              20,000,000              $0.10             $2,000,000          $61.40
per share
Rights to purchase Common Stock, par          (1)                   N/A                 N/A              $0 (2)
value $0.01 per share
</TABLE>

----------
(1)   Represents the rights to subscribe for an aggregate of up to 20,000,000
      shares of Common Stock.
(2)   The rights are being issued for no consideration. Pursuant to Rule 457(g)
      under the Securities Act of 1933, as amended, no separate registration fee
      is payable.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================

<PAGE>

--------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THESE SECURITIES BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
--------------------------------------------------------------------------------

                 SUBJECT TO COMPLETION, DATED December 21, 2007

                                   PROSPECTUS

                              GILMAN + CIOCIA, INC.
  Rights to Purchase up to 20,000,000 Shares of Common Stock at $0.10 per Share

      We are distributing, at no charge to holders of our common stock,
non-transferable subscription rights to purchase shares of our common stock. You
will receive one (1) subscription right for each share of common stock owned at
the close of business on _______, 2008, the record date. We are distributing
subscription rights exercisable for up to an aggregate of 20,000,000 shares of
our common stock. The proceeds from this rights offering will be used for
general corporate purposes and to pay the fees and expenses related to this
rights offering.

      Each whole subscription right will entitle you, as a holder of our common
stock, to purchase up to four (4) shares of our common stock, subject to
adjustment, at a subscription price of $0.10 per share, the same price at which
we effected our private placements of a total of 80,000,000 shares of our common
stock to certain investors and certain officers, directors and employees of our
company in August 2007 which we refer to as our "Private Placements." The
purchasers of our common stock in the Private Placements and certain members of
our management and an affiliate of a member of our management have waived their
rights to participate in this offering and will not be receiving any
subscription rights. Subscribers who exercise their rights in full may
over-subscribe for additional shares to the extent shares are available. The
subscription rights will expire if they are not exercised by 5:00 p.m., Eastern
Time, on [___________], 2008, unless extended.

      You should carefully consider whether to exercise your subscription rights
before the expiration of the rights offering. Unless we give you a right of
cancellation as a result of a fundamental change (as determined by us) to the
terms of the rights offering, all exercises of subscription rights are
irrevocable. Our board of directors is making no recommendation regarding your
exercise of the subscription rights. The subscription rights may not be sold or
transferred.

      We may cancel or terminate the rights offering at any time prior to its
expiration. If this offering is cancelled or terminated, we will return your
subscription price, but without any payment of interest.

      The shares are being offered directly by us without the services of an
underwriter or selling agent.

      Shares of our common stock are traded in the over-the-counter market and
quoted on the grey market electronic trading market under the symbol "GTAX". On
December 20, 2007, the last reported sales price for our common stock was
$0.30 per share.

      The shares of common stock issued in the rights offering will not be
listed or quoted on a stock exchange.

      Investing in our common stock involves a high degree of risk. We urge you
to read carefully the section entitled "Risk Factors" beginning on page 9 of
this prospectus and the section entitled "Risk Factors" in our Annual Report on
Form 10-K for the year ended June 30, 2007, as amended, and all other
information included or incorporated herein by reference in this prospectus in
its entirety before you decide whether to exercise your rights or otherwise
purchase our shares of common stock.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

<PAGE>

                                                             Total Proceeds to
                                        Price Per Share     Gilman & Ciocia (1)
                                      -------------------  ---------------------
Offering Price to Stockholders                $ 0.10           $ 2.0 million

----------
(1)   Assumes all shares being offered pursuant to this prospectus are
      subscribed for, before deducting expenses payable by us, estimated to be
      approximately $105,000.00.

                The date of this prospectus is ______________, 2008
--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ABOUT THIS PROSPECTUS..........................................................i
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING..........................1
SUMMARY........................................................................6
RISK FACTORS...................................................................9
FORWARD-LOOKING STATEMENTS....................................................16
USE OF PROCEEDS...............................................................16
THE RIGHTS OFFERING...........................................................17
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES........................22
DESCRIPTION OF CAPITAL STOCK..................................................23
PLAN OF DISTRIBUTION..........................................................23
WHERE YOU CAN FIND MORE INFORMATION...........................................25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................26
LEGAL MATTERS.................................................................26
EXPERTS.......................................................................26

                              ABOUT THIS PROSPECTUS

      Unless otherwise stated or the context otherwise requires, the terms "we,"
"us," "our," and the "Company" refer to Gilman + Ciocia, Inc. and its
subsidiaries.

      You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus is accurate only as of
the date on the front cover of this prospectus, and any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference, in each case, regardless of the time of delivery of
this prospectus or any exercise of the rights. Our business, financial
condition, results of operations, and prospects may have changed since that
date.


                                        i
<PAGE>

              QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

      The following are examples of what we anticipate will be common questions
about the rights offering. The answers are based on selected information from
this prospectus and the documents incorporated by reference herein. The
following questions and answers do not contain all of the information that may
be important to you and may not address all of the questions that you may have
about the rights offering. This prospectus and the documents incorporated by
reference herein contain more detailed descriptions of the terms and conditions
of the rights offering and provide additional information about us and our
business, including potential risks related to the rights offering, our common
stock, and our business.

What is a rights offering?

      We are distributing to holders of our common stock as of 5:00 p.m. Eastern
Time the close of business on [___________], 2008, the "record date," at no
charge, subscription rights to purchase shares of our common stock. You will
receive one (1) subscription right for each one (1) share of common stock you
owned at the close of business on the record date. The subscription rights will
be evidenced by subscription rights agreements.

What is a right?

      Each right gives the holder the opportunity to purchase up to four (4)
shares of our common stock for $0.10 per share, (as part of their basic
subscription right), and carries with it a basic subscription right and an
over-subscription right.

How many shares may I purchase if I exercise my rights?

      We are granting to you, as a stockholder of record on the record date, one
(1) subscription right for each one (1) share of our common stock you owned at
that time. Each right contains the basic subscription right and the
over-subscription right described below. You may exercise any number of your
subscription rights, or you may choose not to exercise any subscription rights.

      If you hold your shares in the name of a broker, dealer, or other nominee
who uses the services of the Depository Trust Company, or "DTC," then DTC will
issue one (1) right to the nominee for one (1) each share of our common stock
you own at the record date. Each whole right can then be used to purchase up to
four (4) shares of common stock for $0.10 per share.

What is the basic subscription right?

      The basic subscription right of each whole right entitles you to purchase
up to four (4) shares of our common stock at the subscription price of $0.10 per
share.

What is the over-subscription right?

      We do not expect that all of our stockholders will exercise all of their
basic subscription rights. In addition, only approximately 19,109,800 shares of
common stock will be issued by us if all of the basic subscription rights are
exercised in full by stockholders who will be receiving rights in this offering.
By extending over-subscription rights to our stockholders, we are providing for
the purchase of those shares that are not purchased through exercise of basic
subscription rights. The over-subscription right of each subscription right
entitles you, if and when you fully exercise your basic subscription right, to
subscribe for additional shares of common stock at the subscription price.

What if there are an insufficient number of shares to satisfy the
over-subscription requests?

      If there are an insufficient number of shares of our common stock
available to satisfy fully the over-subscription requests of rights holders,
subscription rights holders who exercised their over-subscription right will
receive the available shares pro rata based on the number of shares each
subscription rights holder subscribed for under the basic subscription right.
Any excess subscription payments will be returned, without interest or
deduction, promptly after the expiration of the rights offering.


                                       1
<PAGE>

Will shares not sold as part of the rights offering be offered to other
investors?

      No.

Why are we conducting the rights offering?

      We are making the rights offering to provide our stockholders the
opportunity to participate in this transaction at the same price that the
investors purchased our common stock in the Private Placements and to offer our
current stockholders the opportunity to minimize the dilution of their ownership
interest in the Company resulting from the Private Placements.

How was the subscription price of $0.10 per share determined?

      Our board of directors determined the subscription price after
negotiations with the purchasers in the Private Placements, the price at which
our stockholders might be willing to participate in the rights offering,
historical and current trading prices for our common stock and the need to
provide an incentive to our stockholders to participate in the rights offering
on a pro rata basis. The subscription price for a subscription right is $0.10
per share. The subscription price does not necessarily bear any relationship to
the book value of our assets or our past operations, cash flows, losses,
financial condition, net worth, or any other established criteria used to value
securities. You should not consider the subscription price to be an indication
of the fair value of the common stock to be offered in the rights offering.

Am I required to exercise all of the rights I receive in the rights offering?

      No. You may exercise any number of your rights, or you may choose not to
exercise any rights. If you do not exercise any rights, the number of shares of
our common stock you own will not change. However, because shares are expected
to be purchased by other stockholders in the rights offering, your percentage
ownership after the exercise of the rights will be diluted.

How soon must I act to exercise my rights?

      The rights may be exercised beginning on the date of this prospectus
through the expiration date, which is [___________], 2008, at 5:00 p.m., Eastern
Time, unless extended by us. If you elect to exercise any rights, the
subscription agent must actually receive all required documents and payments
from you or your broker or nominee at or before the expiration date. Although we
have the option of extending the expiration date of the subscription period, we
currently do not intend to do so.

When will I receive my subscription rights agreement?

      Promptly after the date of this prospectus, the subscription agent will
send a subscription rights agreement to each registered holder of our common
stock as of 5:00 p.m., Eastern Time, on the record date, based on our
stockholder registry maintained at the transfer agent for our common stock
(other than to those stockholders of record who have contractually agreed with
us not to participate in the rights offering). If you hold your shares of common
stock through a brokerage account, bank, or other street name nominee, you will
not receive an actual subscription rights agreement. Instead, as described in
this prospectus, you must instruct your broker, bank, or other nominee whether
or not to exercise rights on your behalf. If you wish to obtain a separate
subscription rights agreement, you should promptly contact your broker, bank, or
other nominee and request a separate subscription rights agreement. It is not
necessary to have a physical subscription rights agreement to elect to exercise
your rights, if you hold your shares of common stock through a brokerage
account, bank, or other street name nominee. For further information regarding
exercising your rights if you hold shares of common stock through a brokerage
account, bank, or other street name nominee, please see "What should I do if I
want to participate in the rights offering, but my shares are held in the name
of my broker, dealer, or other nominee?" below, and the section entitled "Rights
Offering" below.


                                       2
<PAGE>

May I transfer my rights?

      No. Should you choose not to exercise your subscription rights, you may
not sell, give away, or otherwise transfer your subscription rights.
Subscription rights will, however, be transferable by operation of law (for
example, upon the death of the recipient).

Are we requiring a minimum subscription to complete the rights offering?

      No.

Can the board of directors cancel, amend, or extend the rights offering?

      Yes. Our board of directors may decide to cancel or terminate the rights
offering at any time before the expiration of the rights offering and for any
reason. If our board of directors cancels or terminates the rights offering, we
will issue a press release notifying stockholders of the cancellation or
termination, and any money received from subscribing stockholders that has not
yet been remitted to the Company by the subscription agent, will be returned,
without interest or deduction, as soon as practicable. Once the subscription
agent releases payment for shares to us, our board of directors can no longer
cancel or terminate the offering as to any such shares. In the event that the
rights offering is cancelled or terminated, all funds received from
subscriptions by stockholders that have not yet been remitted to the Company by
the subscription agent will be returned.

      We may amend or extend the subscription period of the rights offering. The
period for exercising your subscription rights may be extended by our board of
directors, although we do not presently intend to do so.

Has our board of directors made a recommendation to our stockholders regarding
the rights offering?

      Our board of directors will not make any recommendation to stockholders
regarding the exercise of rights under the rights offering. You should make an
independent investment decision about whether or not to exercise your rights.

      Stockholders who exercise rights risk investment loss on new money
invested. We cannot assure you that the market price for our common stock will
be above the subscription price after you exercise your rights or that anyone
purchasing shares at the subscription price will be able to sell those shares in
the future at the same price or a higher price. If you do not exercise your
rights, you will lose any value represented by your rights and your percentage
ownership interest in the Company will be diluted. For more information on the
risks of participating in the rights offering, see the section of this
prospectus entitled "Risk Factors."

How do I exercise my rights? What form must be completed and what payment is
required to purchase the shares of common stock?

      If you wish to participate in the rights offering, you must take the
following steps, unless your shares are held by a broker, dealer, or other
nominee, including street name nominees:

      o     deliver payment to the subscription agent using the methods outlined
            in this prospectus; and

      o     deliver a properly completed subscription rights agreement to the
            subscription agent before 5:00 p.m., Eastern Time, on [___________],
            2008, unless extended.

      If you send a payment that is insufficient to purchase the number of
shares you requested, or if the number of shares you requested is not specified
in the subscription rights agreement, the payment received will be applied to
exercise your basic subscription right. Unless you have specified the number of
shares you wish to purchase upon exercise of your over-subscription right, any
payment in excess of that required to exercise your basic subscription right
will be applied as if you exercised your over-subscription amount to the extent
of such excess payment. If the payment exceeds the subscription price for the
full exercise of the basic and over-subscription rights (to the extent specified
by you), the excess will be returned to you as soon as practicable. You will not
receive interest on any payments refunded to you under the rights offering.


                                       3
<PAGE>

When will I receive my new shares?

      With respect to the exercise of basic subscription rights, we may issue
shares shortly after the receipt of your executed subscription agreement and the
release to us by the subscription agent of the amount representing payment for
the shares for which you subscribed. Otherwise, if you purchase shares of common
stock in the rights offering, you will receive your new shares as soon as
practicable after the closing of the rights offering.

After I send in my payment and subscription rights agreement, may I change or
cancel my exercise of rights?

      No. Unless we give you a right of cancellation as a result of a
fundamental change (as determined by us) to the terms of the rights offering,
all exercises of rights are irrevocable, even if you later learn information
that you consider to be unfavorable to the exercise of your rights. You should
not exercise your rights unless you are certain that you wish to purchase
additional shares of our common stock at a price of $0.10 per share.

What should I do if I want to participate in the rights offering, but my shares
are held in the name of my broker, dealer, or other nominee?

      If you hold your shares of our common stock in the name of a broker,
dealer, or other nominee, then your broker, dealer, or other nominee is the
record holder of the shares you own. The record holder must exercise the rights
on your behalf for the shares of common stock you wish to purchase.

      If you wish to participate in the rights offering and purchase shares of
common stock, please promptly contact the record holder of your shares. We will
ask your broker, dealer, or other nominee to notify you of the rights offering.
You should instruct your broker, custodian bank or other nominee to exercise
your rights and deliver all documents and payment on your behalf before 5:00
p.m. Eastern Time, on [________], 2008.

      To indicate your decision with respect to your subscription rights, you
should complete and return to your broker, custodian bank, or other nominee the
form entitled "Beneficial Owners Election Form." You should receive this form
from your broker, custodian bank, or other nominee with the other rights
offering materials. If you wish to obtain a separate subscription rights
agreement, you should contact the nominee as soon as possible and request that a
separate subscription rights agreement be issued to you. You should contact your
broker, custodian bank, or other nominee if you do not receive this form, but
you believe you are entitled to participate in the rights offering.

How much money will the Company receive from the offering?

      If we sell all the shares being offered pursuant to the rights offering
pursuant to this prospectus, we will receive gross proceeds of $2.0 million,
before deducting the related offering expenses.

      See the sections of this prospectus entitled "Use of Proceeds" and "The
Rights Offering."

Are there risks in exercising my subscription rights?

      Yes. The exercise of your subscription rights involves risks. Exercising
your subscription rights means buying additional shares of our common stock and
should be considered as carefully as you would consider any other equity
investment. You should carefully read the section entitled "Risk Factors"
beginning on page 9 of this prospectus and the section entitled "Risk Factors"
in our Annual Report on Form 10-K for the year ended June 30, 2007, as amended,
and all other information included or incorporated herein by reference in this
prospectus in its entirety before you decide whether to exercise your rights.

How many shares of common stock will be outstanding after the shares offered
hereby?

      As of December 21, 2007, we had 89,179,049 shares of common stock issued
and outstanding. Assuming all rights are exercised in full, approximately
109,179,049 shares of our common stock will be outstanding immediately after
completion of the rights offering (excluding shares issued upon exercise of
options or other convertible securities).


                                       4
<PAGE>

If the rights offering is not completed, will my subscription payment be
refunded to me?

      Yes. The subscription agent will hold all funds it receives in a
segregated bank account until we issue your shares of common stock to you. If
the rights offering is not completed, we will immediately instruct the
subscription agent to return your payment in full. If you own shares in "street
name," it may take longer for you to receive payment because the subscription
agent will send payments through the record holder of your shares. You will not
be credited interest on your payment.

Will the rights be listed on a stock exchange or quoted on an inter-dealer
quotation system?

      The rights themselves will not be listed on any stock exchange or
inter-dealer quotation system. Our common stock is quoted on the grey market
under the symbol "GTAX."

What fees or charges apply if I purchase shares of common stock?

      We are not charging any fee or sales commission to issue rights to you or
to issue shares to you if you exercise your rights. If you exercise your rights
through the record holder of your shares, you are responsible for paying any
fees your record holder may charge you.

What are the U.S. federal income tax consequences of exercising rights?

      A holder should not recognize income or loss for United States federal
income tax purposes in connection with the receipt or exercise of subscription
rights in the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see "Material United States Federal Income Tax Consequences."

To whom should I send my forms and payment?

      If your shares are held in the name of a broker, dealer, or other nominee,
then you should send your subscription documents, subscription rights agreement,
and payment to that record holder in accordance with the instructions you
receive from that record holder. If you are the record holder, then you should
send your subscription documents, subscription rights agreement, and payment by
hand delivery, first class mail, or courier service to:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      You are solely responsible for completing delivery to the subscription
agent of your subscription documents, subscription rights agreement, and
payment. We urge you to allow sufficient time for delivery of your subscription
materials to the subscription agent.

Whom should I contact if I have other questions?

      If you have other questions or need assistance, please contact Ted
Finkelstein, our Vice President and General Counsel at (845) 485-5278 or
Innisfree M&A Incorporated, the Information Agent at (212) 750-5837.

      For a more complete description of the rights offering, see "The Rights
Offering" beginning on page 17.


                                       5
<PAGE>

                                     SUMMARY

      This summary highlights information contained elsewhere in this prospectus
or incorporated by reference herein. This summary is not complete and may not
contain all of the information that you should consider before deciding whether
or not you should exercise your rights. You should read the entire prospectus
carefully, including the section entitled "Risk Factors" beginning on page 9 of
this prospectus and the section entitled "Risk Factors" in our Annual Report on
Form 10-K for the year ended June 30, 2007, as amended, and our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007 and all other information
included or incorporated herein by reference in this prospectus in its entirety
before you decide whether to exercise your rights.

Gilman + Ciocia, Inc.

      We were organized in 1981 under the laws of the State of New York and
reincorporated under the laws of the State of Delaware in 1993.

      Our principal executive offices are located at 11 Raymond Avenue,
Poughkeepsie, New York 12603, and our telephone number is (845) 486-0900. Our
website is www.gilcio.com. The information on our website does not constitute
part of this prospectus and should not be relied upon in connection with making
any investment in our securities. We have included our website address in this
prospectus as an inactive textual reference only.

      We provide federal, state and local tax preparation services to
individuals, predominantly in the middle and upper income tax brackets,
accounting services to small and midsize companies and financial planning
services, including securities brokerage, investment management services,
insurance and financing services. As of the date of this prospectus, we have 27
offices operating in four states (New York, New Jersey, Florida and
Pennsylvania).

      We also provide financial planning services through independently owned
and operated offices. As of the date of this prospectus, there are 66
independently owned and operated offices which are located in twelve states. We
believe we benefit from economies of scale associated with the aggregate
production of both offices owned by us and the independently owned offices.

<TABLE>
<S>                                        <C>
The Rights Offering

Securities offered                         We are distributing to you, at no charge, one (1) non-transferable subscription right for
                                           every one (1) share of our common stock that you owned on the record date, either as a
                                           holder of record or, in the case of shares held of record by brokers, banks, or other
                                           nominees, on your behalf, as a beneficial owner of such shares, subject to adjustments to
                                           eliminate fractional rights. If all of the shares offered pursuant to both the basic and
                                           additional subscription rights are exercised in full, the gross proceeds from the rights
                                           offering will be $2.0 million.

Basic subscription right                   Each whole right gives you the opportunity to purchase up to four (4) shares of our
                                           common stock for $0.10 per share.

Additional subscription right              If you elect to exercise your basic subscription right in full, you may also subscribe
                                           for additional shares at the same subscription price per share. If an insufficient number
                                           of shares are available to satisfy fully the over-subscription right requests, the
                                           available shares will be distributed proportionately among rights holders who exercised
                                           their over-subscription right based on the number of shares each rights holder subscribed
                                           for under the basic subscription right. The subscription agent will return any excess
                                           payments by mail without interest or deduction promptly after the expiration of the
                                           rights offering.

Record date                                5:00 p.m. Eastern Time on [     ], 2008.
</TABLE>


                                                     6
<PAGE>

<TABLE>
<S>                                        <C>
Expiration date                            5:00 p.m. Eastern Time on [___________], 2008, unless extended by us, in our sole
                                           discretion. Any rights not exercised at or before that time will expire without any
                                           payment to the holders of those unexercised rights.

Subscription price                         $0.10 per share, payable in cash.

Use of proceeds                            The proceeds from the rights offering is expected to be $2.0 million, before deducting
                                           expenses relating to the rights offering. We will use the proceeds of the rights offering
                                           to (i) pay the fees and expenses related to this rights offering and (ii) repay a portion
                                           of the amount we owe to Prime Partners, Inc. Michael Ryan, our Chief Executive Officer,
                                           is a director, an officer and a significant shareholder of Prime Partners, Inc. We will
                                           use any excess proceeds for general corporate purposes.

Non-transferability of rights              The subscription rights may not be sold, transferred, or assigned and will not be listed
                                           for trading on any stock exchange or market or quoted on any inter-dealer quotation
                                           system.

No board recommendation                    Our board of directors makes no recommendation to you about whether you should exercise
                                           any rights. You are urged to make an independent investment decision about whether to
                                           exercise your rights based on your own assessment of our business and the rights
                                           offering. Please see the section of this prospectus entitled "Risk Factors" for a
                                           discussion of some of the risks involved in investing in our common stock.

No revocation                              If you exercise any of your rights, you will not be permitted to revoke or change the
                                           exercise or request a refund of monies paid.

U.S. federal income tax considerations     A holder should not recognize income or loss for United States federal income tax
                                           purposes in connection with the receipt or exercise of subscription rights in the rights
                                           offering. You should consult your tax advisor as to the particular consequences to you of
                                           the rights offering. For a detailed discussion, see "Material United States Federal
                                           Income Tax Consequences."

Extension, cancellation and amendment      The period for exercising your subscription rights may be extended by our board of
                                           directors, although we do not presently intend to do so. Our board of directors may
                                           cancel or terminate the rights offering in its sole discretion at any time on or before
                                           the expiration of the rights offering for any reason (including, without limitation, a
                                           change in the market price of our common stock). Once the subscription agent releases
                                           payment for shares to us, our board of directors can no longer cancel or terminate the
                                           offering as to any such shares. In the event that the rights offering is cancelled or
                                           terminated, all funds received from subscriptions by stockholders that have not yet been
                                           remitted to the Company by the subscription agent will be returned. Interest will not be
                                           payable on any returned funds. We also reserve the right to amend the terms of the rights
                                           offering.

Procedure for exercising rights            If you are the record holder of shares of our common stock, to exercise your rights you
                                           must complete the subscription rights agreement and deliver it to the subscription agent,
                                           Corporate Stock Transfer, Inc., together with full payment for all the subscription
                                           rights you elect to exercise. The subscription agent must receive the proper forms and
                                           payments on or before the expiration of the rights offering. You may deliver the
                                           documents and payments by mail or commercial courier. If regular mail is used for this
                                           purpose, we recommend using registered mail, properly insured, with return receipt
                                           requested. If you are a beneficial owner of shares of our common stock, you should
                                           instruct your broker, custodian bank, or nominee in accordance with the procedures
                                           described in the section of this prospectus entitled "The Rights Offering -- Beneficial
                                           Owners."
</TABLE>


                                                     7
<PAGE>

<TABLE>
<S>                                        <C>
Subscription agent                         Corporate Stock Transfer, Inc.

Information agent                          Innisfree M&A Incorporated

Questions                                  Questions regarding the rights offering should be directed to Ted Finkelstein, our Vice
                                           President and General Counsel at (845) 485-5278, or the Information Agent at (212)
                                           750-5799

Shares of common stock
outstanding before the rights
offering                                   [     ] shares as of [_______], 2008.

Shares of common stock
outstanding after completion of
the rights offering                        Assuming all rights are exercised in full, approximately [109,179,049] shares of our
                                           common stock will be outstanding immediately after completion of the rights offering
                                           (excluding shares issued upon exercise of options or other convertible securities).

Issuance of our common stock               If you purchase shares of common stock through the rights offering, we will issue
                                           certificates representing those shares to you or DTC on your behalf, as the case may be,
                                           as soon as practicable after the earlier to occur of (i) the subscription agent releasing
                                           the funds to us for such purchase and (ii) [____________, 2008,] the Expiration
                                           Date of the offering, which may be extended by us.

Risk factors                               Stockholders considering making an investment in the rights offering should consider the
                                           risk factors described in the section of this prospectus entitled "Risk Factors."

Fees and expenses                          We will bear the fees and expenses relating to the rights offering.

Grey market trading symbol for
common stock                               Shares of our common stock are currently quoted on the grey market under the symbol
                                           "GTAX," and the shares of common stock issued upon exercise of rights will be eligible
                                           for quotation on the grey market. The shares of common stock will not be eligible for
                                           trading on a stock exchange.
</TABLE>


                                                     8
<PAGE>

                                  RISK FACTORS

      Investing in our securities involves a high degree of risk. You should
carefully consider the specific risks described below, the risks described in
our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, as
amended, and in our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007, which are incorporated herein by reference and any risk
factors set forth in our other filings with the SEC pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, before
making an investment decision. See the section of this prospectus entitled
"Where You Can Find More Information." Any of the risks we describe below or in
the information incorporated herein by reference could cause our business,
financial condition, or operating results to suffer. The market price of our
common stock could decline if one or more of these risks and uncertainties
develop into actual events. You could lose all or part of your investment.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition, or operating results. Some of the statements in
this section of the prospectus are forward-looking statements. For more
information about forward-looking statements, please see "Forward-Looking
Statements.

                         Risks Relating to Our Business

We have a history of losses and may incur losses in the future.

While we reported a profit for the fiscal year ended June 30, 2007, we incurred
losses in fiscal years 2006, 2005 and 2004 and may incur losses again in the
future. As of June 30, 2007, our accumulated deficit was $33.5 million. If we
fail to continue to earn profits, the value of your investment in our securities
may decline.

Certain stockholders, including some of our directors and officers, control a
substantial interest in us and thus may influence certain actions requiring a
vote of our stockholders.

On August 20, 2007, Michael Ryan (our Chief Executive Officer), Carole Enisman
(our Executive Vice President of Operations), Ted Finkelstein (our Vice
President and General Counsel), Dennis Conroy, Prime Partners, Inc. and Prime
Partners II, LLC (holding companies owned in part by Michael Ryan), Wynnefield
Small Cap Value Offshore Fund, Ltd., Wynnefield Partners Small Cap Value, L.P.,
Wynnefield Partners Small Cap Value, L.P.I and WebFinancial Corporation entered
into a stockholders agreement concerning the voting of their shares of our
common stock. As of the date of this prospectus these stockholders collectively
own approximately 68.9% of our issued and outstanding shares of common stock.
Pursuant to the stockholders agreement, these stockholders will have the ability
to influence certain actions requiring a stockholder vote, including the
election of directors. This concentration of ownership and control by these
stockholders could delay or prevent a change in our control or other action,
even when a change in control or other action might be in the best interests of
our other stockholders.

Our staggered board may entrench management, could prevent or delay a change of
control of our company and discourage unsolicited stockholder proposals or bids
for our common stock that may be in the best interests of our stockholders.

Our restated certificate of incorporation provides that our board of directors
is divided into three classes, serving staggered three-year terms. As a result,
at any annual meeting only a minority of our board of directors will be
considered for election. Since our "staggered board" would prevent our
stockholders from replacing a majority of our board of directors at any annual
meeting, it may entrench management, delay or prevent a change in our control
and discourage unsolicited stockholder proposals or unsolicited bids for our
common stock that may be in the best interests of our stockholders.

Making and integrating acquisitions could impair our operating results.

Our current business strategy is to actively pursue acquisitions of tax
preparation and accounting firms. Acquisitions involve a number of risks,
including: diversion of our management's attention from current operations;
disruption of our ongoing business; difficulties in integrating and retaining
all or part of the acquired business, its customers and its personnel; and the
effectiveness of the acquired company's internal controls and procedures. The
individual or combined effect of these risks could have an adverse effect on our
business. In paying for an acquisition, we may deplete our cash resources.
Furthermore, there is the risk that our valuation assumptions, customer


                                       9
<PAGE>

retention expectations and our models for an acquired product or business may be
erroneous or inappropriate due to foreseen or unforeseen circumstances and
thereby cause us to overvalue an acquisition target. There is also the risk that
the contemplated benefits of an acquisition may not materialize as planned or
may not materialize within the time period or to the extent anticipated by us.

Our operations may be adversely affected if we are not able to expand our
financial planning business by hiring additional financial planners and opening
new offices.

If the financial planners that we presently employ or recruit do not perform
successfully, our operations may be adversely affected. We plan to continue to
expand in the area of financial planning, by expanding the business of presently
employed financial planners and by recruiting additional financial planners. Our
revenue growth will in large part depend upon the expansion of our existing
business and the successful integration and profitability of the recruited
financial planners. Our growth will also depend on the success of independent
financial planners who are recruited to join us. The financial planning channel
of our business has generated an increasing portion of our revenues during the
past few years, and if such channel does not continue to be successful, our
revenues may not increase.

Our consolidated financial statements do not include any adjustments that might
result due to our opening of new offices or from the uncertainties of a shift in
our business.

We may choose to open new offices. We incur significant expenses to build out a
new office and to purchase furniture, equipment and supplies when we open a new
office. We have found that a new office usually suffers a loss in its first year
of operation, shows no material profit or loss in its second year of operation
and does not attain profitability, if ever, until its third year of operation.
Therefore, our operating results could be materially adversely affected in any
year that we open a significant number of new offices. If the financial markets
deteriorate, our financial planning channel will suffer decreased revenues. Our
revenue and profitability may be adversely affected by declines in the volume of
securities transactions and in market liquidity, which generally result in lower
revenues from trading activities and commissions. Lower securities price levels
may also result in a reduced volume of transactions as well as losses from
declines in the market value of securities held in trading, investment and
underwriting positions. In periods of low volume, the fixed nature of certain
expenses, including salaries and benefits, computer hardware and software costs,
communications expenses and office leases, will adversely affect our
profitability. Sudden sharp declines in market values of securities and the
failure of issuers and counterparts to perform their obligations can result in
illiquid markets in which we may incur losses in our principal trading and
market making activities.

Our sale of 80,000,000 shares of common stock in August 2007 significantly
diluted the common stock ownership of our stockholders and could adversely
affect future prices of our common stock.

The significant dilution of the common stock ownership of existing stockholders
resulting from our August 2007 private placements could have an adverse effect
on the future price of the shares of our common stock and on the future volume
of the shares traded.

The quotation of our shares on the "grey market" could make trading in our
shares difficult for investors.

The shares of our common stock are traded over-the counter and quoted on the
"grey market". As a result, an investor may find it difficult to dispose of or
obtain accurate quotations as to the market value of our common stock.

The low trading volume of our common stock increases volatility, which could
impair our ability to obtain equity financing.

Low trading volume in our common stock increases volatility, which could result
in the impairment of our ability to obtain equity financing. As a result,
historical market prices may not be indicative of market prices in the future.
In addition, the stock market has recently experienced extreme stock price and
volume fluctuation. The market price of our common stock may be impacted by
changes in earnings estimates by analysts, economic and other external factors
and the seasonality of our business. Fluctuations or decreases in the trading
price of our common stock may adversely affect a stockholders' ability to buy
and sell our common stock and our ability to raise money in the future through
an offering of common stock.


                                       10
<PAGE>

Internal Revenue Code Section 382 may limit our use of our net operating loss
carryforwards and could have a negative impact on our future tax liability.

Our ability to utilize our net operating losses ("NOLs") against future taxable
income, if any, would be substantially reduced if we were to undergo an
ownership change within the meaning of Section 382 of the Internal Revenue Code.
Based on the information available to us and reviewed by our management as of
December 21, 2007, we do not believe that our company has experienced an
ownership change as a result of the equity transactions we completed in August
2007. However, subsequent transfers of our common stock, including (without
limitation) the exercise of the subscription rights offered hereby, could result
in an ownership change for purposes of Section 382 and, consequently, a
limitations on the use of our NOLs. Therefore, there can be no assurance that
any NOLs will be able to be used by us to offset future taxable income or that
such NOLs will not become subject to limitation due to future ownership changes.

We had NOL carryforwards of $19.0 million at June 30, 2007, which expire
generally from 2017 to 2027. If we are unable to utilize our net operating loss
carryforwards, it would increase our tax liability which would have a material
adverse effect on our operating results.

Changing laws and regulations have resulted in increased compliance costs which
could affect our operating results.

Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002, and newly enacted
SEC regulations have created additional compliance requirements for companies
such as ours. We intend to continue to invest appropriate resources to comply
with evolving standards, and this investment has resulted and will likely
continue to result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities.

The expense and diversion of management attention which result from litigation
could have an adverse effect on our operating results and could harm our ability
to manage our business effectively.

There has been an increase in litigation and arbitration within the securities
industry in recent years, including class action suits seeking substantial
damages. If we were to be found liable to clients for misconduct alleged in
civil proceedings, our operations may be adversely affected. Many aspects of our
business involve substantial risks of liability. Broker-dealers such as our
subsidiary, Prime Capital Services, Inc. or PCS, are subject to claims by
dissatisfied clients, including claims alleging they were damaged by improper
sales practices such as unauthorized trading, churning, sale of unsuitable
securities, use of false or misleading statements in the sale of securities,
mismanagement and breach of fiduciary duty. Broker-dealers may be liable for the
unauthorized acts of their retail brokers and independent contractors if they
fail to adequately supervise their conduct. PCS is currently a
defendant/respondent in numerous such proceedings. PCS maintains securities
broker-dealer's professional liability insurance to insure against this risk,
but the insurance policy contains a deductible (presently $50,000) and a
cumulative cap on coverage (presently $3,000,000). In addition, certain
activities engaged in by broker-dealers may not be covered by such insurance.
The adverse resolution of any legal proceedings involving us could have a
material adverse effect on our business, financial condition, and results of
operations or cash flows.

The outcome of an SEC investigation could have a material affect on our
operating results.

On September 6, 2005, we received an informal inquiry from the SEC regarding
variable annuity sales by our registered representatives during the period
January 1, 2002 through August 1, 2005. On June 22, 2006, the SEC entered a
formal order of investigation. We cannot predict whether or not the
investigation will result in an enforcement action. Further, if there were an
enforcement action, we cannot predict whether or not our operating results would
be affected.


                                       11
<PAGE>

Dependence on technology software and systems and our inability to provide
assurance that our systems will be effective could adversely affect our
operations.

As an information-financial services company with a broker-dealer subsidiary, we
are substantially dependent on technology software and systems and on the
internet to maintain customer records, effect securities transactions and
prepare and file tax returns. In the event that there is an interruption to our
systems due to internal systems failure or from an external threat, including
terrorist attacks, fire and extreme weather conditions, our ability to prepare
and file tax returns and to process financial transactions could be adversely
affected. We have offsite backup, redundant and remote failsafe systems in place
to safeguard against these threats but there can be no assurance that such
systems will be effective to prevent malfunction and adverse effects on our
operations.

We face substantial competition. If we fail to remain competitive, we may lose
customers and our results of operations would be adversely affected.

The financial planning and tax planning industries are highly competitive. If
our competitors create new products or technologies, or are able to take away
our customers, our results of operations may be adversely affected. Our
competitors include companies specializing in income tax preparation, as well as
companies that provide general financial services. Our principal competitors are
H&R Block and Jackson Hewitt in the tax preparation field and many well-known
national brokerage and insurance firms in the financial services field,
including Merrill Lynch and Citigroup. Many of these competitors have larger
market shares and significantly greater financial and other resources than us.
We may not be able to compete successfully with such competitors. Competition
could cause us to lose existing clients, adversely impact our ability to acquire
new clients and increase advertising expenditures, all of which could have a
material adverse effect on our business or operating results.

Additionally, federal and state governments may in the future become direct
competitors to our tax offerings. If federal and state governments provide their
own software and electronic filing services to taxpayers at no charge, it could
have a material adverse effect on our business, financial condition and results
of operations. The federal government has proposed legislation that could
further this initiative.

Government initiatives that simplify tax return preparation could reduce the
need for our services as a third party tax return preparer.

Many taxpayers seek assistance from paid tax return preparers such as us because
of the level of complexity involved in the tax return preparation and filing
process. From time to time, government officials propose measures seeking to
simplify the preparation and filing of tax returns or to provide additional
assistance with respect to preparing and filing such tax returns. The passage of
any measures that significantly simplify tax return preparation or otherwise
reduce the need for a third party tax return preparer could reduce demand for
our services, causing our revenues or profitability to decline.

Changes in the tax law that result in a decreased number of tax returns filed or
a reduced size of tax refunds could harm our business

From time to time, the United States Treasury Department and the Internal
Revenue Service adopt policy and rule changes and other initiatives that result
in a decrease in the number of tax returns filed or reduce the size of tax
refunds. Similar changes in the tax law could reduce demand for our services,
causing our revenues or profitability to decline.

The highly seasonal nature of our business presents a number of financial risks
and operational challenges which, if we fail to meet, could materially affect
our business.

Our business is highly seasonal. We generate substantially all of our tax
preparation revenues during tax season, which is the period from January 1
through April 30. The concentration of this revenue-generating activity during
this relatively short period presents a number of operational challenges for us
including: (i) cash and resource management during the first eight months of our
fiscal year, when we generally operate at a loss and incur fixed costs and costs
of preparing for the upcoming tax season; (ii) flexible staffing, because the
number of employees at our offices during the peak of tax season is much higher
than at any other time; (iii) accurate forecasting of revenues and expenses; and
(iv) ensuring optimal uninterrupted operations during peak season, which is the
period from late January through April.


                                       12
<PAGE>

If we were unable to meet these challenges or were to experience significant
business interruptions during tax season, which may be caused by labor
shortages, systems failures, work stoppages, adverse weather or other events,
many of which are beyond our control, we could experience a loss of business,
which could have a material adverse effect on our business, financial condition
and results of operations.

Competition from departing employees and our inability to enforce contractual
non-competition and non-solicitation provisions could adversely affect our
operating results.

If a large number of our employees and financial planners departed and began to
compete with us, our operations may be adversely affected. Although we attempt
to restrict such competition contractually, as a practical matter, enforcement
of contractual provisions prohibiting small-scale competition by individuals is
difficult. In the past, departing employees and financial planners have competed
with us. They have the advantage of knowing our methods and, in some cases,
having access to our clients. No assurance can be given that we will be able to
retain our most important employees and financial planners or that we will be
able to prevent competition from them or successfully compete against them. If a
substantial amount of such competition occurs, the corresponding reduction of
revenue may materially adversely affect our operating results.

Departure of key personnel could adversely affect our operations.

If any of our key personnel were to leave our employ, our operations may be
adversely affected. We believe that our ability to implement our business
strategy successfully and to operate profitably depends on the continued
employment of James Ciocia, our Chairman of the Board, Michael Ryan, our
President and Chief Executive Officer, Ted Finkelstein, our Vice President and
General Counsel, Kathryn Travis, our Secretary, Carole Enisman, our Executive
Vice President of Operations, and Karen Fisher, our Chief Accounting Officer. If
any of these individuals becomes unable or unwilling to continue in his or her
present position with us, our business and financial results could be materially
adversely affected.

The decision not to pay dividends could impact the marketability of our common
stock.

Our decision not to pay dividends could negatively impact the marketability of
our common stock. Since our initial public offering of securities in 1994, we
have not paid dividends and we do not plan to pay dividends in the foreseeable
future. We currently intend to retain future earnings, if any, to finance our
growth. The release of restricted common stock may have an adverse affect on the
market price of our common stock

The release of various restrictions on the possible future sale of our common
stock may have an adverse affect on the market price of our common stock.

As of the date of this prospectus, approximately 84.2 million shares of our
common stock outstanding are "restricted securities" under Rule 144 of the
Securities Act of 1933, or Securities Act. In general, under Rule 144, a person
who has satisfied a one year holding period may, under certain circumstances,
sell, within any three month period, a number of shares of "restricted
securities" that do not exceed the greater of one percent of the then
outstanding shares of common stock or the average weekly trading volume of such
shares during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares of common stock by a person who
is not an "affiliate" (as defined in Rule 144) of us and who has satisfied a
two-year holding period, without any volume or other limitation.

If those security holders determine to sell a significant number of shares into
the market at any given time, there likely will not be sufficient demand in the
market to purchase the shares without a decline in the market price for our
common stock. Moreover, continuous sales into the market of a number of shares
in excess of the typical trading market for our common stock, or even the
availability of such a large number of shares, could continue to depress the
trading market for our common stock over an extended period of time.


                                       13
<PAGE>

The general nature of the securities industry could materially affect our
business.

If a material risk inherent to the securities industry was to be realized, the
value of our common stock may decline. The securities industry, by its very
nature, is subject to numerous and substantial risks, including the risk of
declines in price level and volume of transactions, losses resulting from the
ownership, trading or underwriting of securities, risks associated with
principal activities, the failure of counterparties to meet commitments,
customer, employee or issuer fraud risk, litigation, customer claims alleging
improper sales practices, errors and misconduct by brokers, traders and other
employees and agents (including unauthorized transactions by brokers), and
errors and failure in connection with the processing of securities transactions.
Many of these risks may increase in periods of market volatility or reduced
liquidity. In addition, the amount and profitability of activities in the
securities industry are affected by many national and international factors,
including economic and political conditions, broad trends in industry and
finance, level and volatility of interest rates, legislative and regulatory
changes, currency values, inflation, and the availability of short-term and
long-term funding and capital, all of which are beyond our control.

Several current trends are also affecting the securities industry, including
increasing consolidation, increasing use of technology, increasing use of
discount and online brokerage services, greater self-reliance of individual
investors and greater investment in mutual funds. These trends could result in
our facing increased competition from larger broker-dealers, a need for
increased investment in technology, or potential loss of clients or reduction in
commission income. These trends or future changes could have a material adverse
effect on our business, financial condition, and results of operations or cash
flows.

Regulatory requirements of the securities industry could materially affect our
business.

The SEC, FINRA, the NYSE and various other regulatory agencies have stringent
rules with respect to the protection of customers and maintenance of specified
levels of net capital by broker-dealers. The regulatory environment in which we
operate is subject to change. We may be adversely affected as a result of new or
revised legislation or regulations imposed by the SEC, FINRA, other U.S.
governmental regulators and self regulatory organizations, or SROs. We also may
be adversely affected by changes in the interpretation or enforcement of
existing laws and rules by the SEC, other federal and state governmental
authorities and SROs.

PCS is subject to periodic examination by the SEC, FINRA, SROs and various state
authorities. PCS sales practice, operations, recordkeeping, supervisory
procedures and financial position may be reviewed during such examinations to
determine if they comply with the rules and regulations designed to protect
customers and protect the solvency of broker-dealers. Examinations may result in
the issuance of letters to PCS, noting perceived deficiencies and requesting PCS
to take corrective action. Deficiencies could lead to further investigation and
the possible institution of administrative proceedings, which may result in the
issuance of an order imposing sanctions upon PCS and/or their personnel.

Our business may be materially affected not only by regulations applicable to us
as a financial market intermediary, but also by regulations of general
application. For example, the volume and profitability of our or our clients'
trading activities in a specific period could be affected by, among other
things, existing and proposed tax legislation, antitrust policy and other
governmental regulations and policies (including the interest rate policies of
the Federal Reserve Board) and changes in interpretation or enforcement of
existing laws and rules that affect the business and financial communities.

System or network failures or breaches in connection with our services and
products could reduce our sales, impair our reputation, increase costs or result
in liability claims, and seriously harm our business.

Any disruption to our services and products, our own information systems or
communications networks or those of third-party providers upon whom we rely as
part of our own product offerings, including the internet, could result in the
inability of our customers to receive our products for an indeterminate period
of time. Our services may not function properly for any of the following
reasons:

      o     System or network failure;
      o     Interruption in the supply of power;
      o     Virus proliferation;
      o     Security breaches;
      o     Earthquake, fire, flood or other natural disaster; or
      o     An act of war or terrorism.


                                       14
<PAGE>

Although we have made significant investments, both internally and with
third-party providers, in redundant and back-up systems for some of our services
and products, these systems may be insufficient or may fail and result in a
disruption of availability of our products or services to our customers. Any
disruption to our services could impair our reputation and cause us to lose
customers or revenue, or face litigation, customer service or repair work that
would involve substantial costs and distract management from operating our
business.

Failure to comply with laws and regulations that protect customers' personal
information could result in significant fines and harm our brand and reputation

We manage highly sensitive client information in all of our operating segments,
which is regulated by law. Problems with the safeguarding and proper use of this
information could result in regulatory actions and negative publicity, which
could adversely affect our reputation and results of operations.

          Risk Factors Relating to the Offering of Subscription Rights

The subscription price is not an indication of the value of our common stock.
You may not be able to sell common stock purchased in this offering at a price
equal to or greater than your subscription price.

The subscription price per share of common stock we are offering does not
necessarily bear any relationship to any established criteria for valuation such
as book value per share, cash flows, or earnings. As a result, you should not
consider the subscription price as an indication of the current value of our
common stock. We cannot assure you that you will be able to sell common stock
purchased in this offering at a price equal to or greater than the subscription
price.

Your percentage ownership of us may be diluted.

If you do not exercise your subscription rights and shares of common stock are
purchased by other stockholders or investors in this offering, your
proportionate voting and ownership interest will be reduced. The percentage that
your original shares of common stock represents of our outstanding common stock
after exercise of the subscription rights will also be diluted. For example, if
you own 100,000 shares of common stock before this offering, or approximately
0.11% of our outstanding common stock, and you exercise none of your
subscription rights while all other subscription rights are exercised by other
stockholders, your percentage ownership would be reduced to approximately 0.09%.
The magnitude of the reduction of your percentage ownership will depend upon the
number of shares of common stock you hold and the extent to which you exercise
your subscription rights.

Once you exercise your subscription rights, you may not revoke the exercise even
if there is a decline in the price of our common stock or if we decide to extend
the expiration date of the subscription period.

The public trading market price of our common stock may decline after you elect
to exercise your subscription rights. If that occurs, you will have committed to
buy our common stock at a price which may be above the prevailing market price
and could result in you having an immediate unrealized loss. We may also, in our
sole discretion, extend the expiration date of the subscription period. During
any potential extension of time, the value of our common stock may decline. If
the expiration date is extended after you send in your subscription forms and
payment, you still may not revoke or change your exercise of rights.

You may not be able to sell your shares of common stock immediately upon
expiration of the rights offering.

Until certificates are delivered, or your account is credited for the purchased
shares after expiration of the rights offering, you may not be able to sell the
shares of our common stock that you purchase in the rights offering.
Certificates representing shares of our common stock that you purchased will be
delivered and/or your account will be credited as soon as practicable after the
earlier to occur of (i) the subscription agent releasing the funds to us for
such purchase and (ii) [____________, 2008,] the Expiration Date of the
offering, which may be extended by us.


                                       15
<PAGE>

The rights offering may be canceled and funds returned without interest.

If we cancel this offering or if we are not able to fulfill your full
oversubscription, we will not have any obligation with respect to the
subscription rights except to return to you, without interest, any subscription
payments and/or oversubscription payments you made that were not used to
purchase common stock.

You will not earn interest on any funds delivered to us to exercise your
subscription rights.

We will not pay you interest on funds delivered to us pursuant to your exercise
of rights regardless of the length of time during which we hold your
subscription payment.

You may not want to exercise your rights, as the proceeds of this offering may
be used to make acquisitions or investments that you may not have the
opportunity to approve.

We expect that the net cash proceeds from this offering will be used for general
corporate purposes, working capital, to make acquisitions of, or investments in,
businesses in related or unrelated fields. We have not identified any specific
acquisitions or control investments at this time. If you exercise your rights,
you may not have an opportunity to evaluate the specific merits or risks of any
potential future acquisitions or investments. As a result, you may be entirely
dependent on our broad discretion and judgment in the selection of potential
future acquisitions and investments.

                           FORWARD-LOOKING STATEMENTS

      This prospectus and documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts, but rather are based on current
expectations, estimates and projections about our business and industry, our
beliefs and assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are based on our current plans and expectations and involve known and
unknown risks and uncertainties over which we have no control, that could cause
actual future activities and results of operations to be materially different
from those set forth in or implied by the forward-looking statements. Important
information regarding risks and uncertainties is also set forth elsewhere in
this document, including in those described in "Risk Factors" beginning on page
9, as well as elsewhere in this prospectus and in documents incorporated by
reference into this prospectus. You are cautioned not to place undue reliance on
these forward-looking statements. Although we believe the expectations reflected
in the forward-looking statements at the time they are made are reasonable, we
cannot guarantee future results, levels of activity, performance, or
achievements. Moreover, the forward-looking statements reflect our management's
view only as of the date of this prospectus or as of the date of any document
incorporated by reference into this prospectus. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements. We
undertake no obligation to update these statements or publicly release the
results of any revisions to the forward-looking statements that we may make to
reflect events or circumstances after the date of this prospectus or the date of
any document incorporated into this prospectus or to reflect the occurrence of
unanticipated events.

                                 USE OF PROCEEDS

      The net proceeds to us from the sale of our common stock offered in the
rights offering is estimated to be approximately $2.0 million which assumes the
sale of all shares offered hereby, less the estimated offering expenses of
approximately $105,000.00. We will use the proceeds of the rights offering to
(i) pay the fees and expenses related to this rights offering and (ii) repay a
portion of the amount we owe to Prime Partners, Inc. Michael Ryan, our Chief
Executive Officer, is a director, an officer and a significant shareholder of
Prime Partners, Inc. We will use any excess proceeds for general corporate
purposes.


                                       16
<PAGE>

                               THE RIGHTS OFFERING

      Before exercising any subscription rights, you should read carefully the
information set forth under "Risk Factors" beginning on page 9.

The Rights

The Subscription Rights

Basic Subscription Rights

      We are distributing to you, at no cost, one (1) non-transferable
subscription right for each one (1) share of our common stock that you owned as
a holder of record of shares of our common stock on [_________, 2008.] Each
subscription right entitles you to purchase up to four (4) shares of common
stock for $0.10 per share. If you wish to exercise your subscription rights, you
must do so before 5:00 p.m., Eastern Time, on _______________. Unless we decide
to extend the offering, after the expiration date, the subscription rights will
expire and will no longer be exercisable.

      You will receive certificates representing the shares that you purchase
pursuant to your subscription rights as soon as practicable after the earlier to
occur of (i) the subscription agent releasing the funds to us for such
purchase and (ii) [____________, 2008,] the Expiration Date of the offering,
which may be extended by us.

      Over-Subscription Rights

      Subject to the allocation described below, each basic subscription right
also grants the holder an over-subscription right to purchase additional shares
of our common stock that are not purchased by other rights holders pursuant to
their basic subscription rights. You are entitled to exercise your
over-subscription right only if you exercise your basic subscription right in
full.

      We do not expect that all of our stockholders will exercise all of their
basic subscription rights. In addition, only approximately 19,109,800 shares of
common stock will be issued by us if all of the basic subscription rights are
exercised in full by stockholders who will be receiving rights in this offering.
By extending over-subscription rights to our stockholders, we are providing for
the purchase of those shares that are not purchased through exercise of basic
subscription rights. The over-subscription right of each subscription right
entitles you, if and when you fully exercise your basic subscription right, to
subscribe for additional shares of common stock at the subscription price.

      If you wish to exercise your over-subscription right, you should indicate
the number of additional shares that you would like to purchase in the space
provided on your subscription rights agreement. When you send in your
subscription rights agreement, you must also send the full purchase price for
the number of additional shares that you have requested to purchase (in addition
to the payment due for shares purchased through your basic subscription right).
If the number of shares remaining after the exercise of all basic subscription
rights is not sufficient to satisfy all requests for shares pursuant to
over-subscription rights, you will be allocated additional shares (subject to
elimination of fractional shares) in the proportion which the number of shares
you purchased through the basic subscription right bears to the total number of
shares that all over-subscribing shareholders purchased through the basic
subscription right. However, if your pro-rata allocation exceeds the number of
shares you requested on your subscription rights agreement, then you will
receive only the number of shares that you requested, and the remaining shares
from your pro-rata allocation will be divided among other rights holders
exercising their over-subscription rights.

      As soon as practicable after the expiration date, the subscription agent
will determine the number of shares of common stock that you may purchase
pursuant to the over-subscription right. You will receive certificates
representing these shares as soon as practicable after the expiration date and
after all allocations and adjustments have been effected. If you request and pay
for more shares than are allocated to you, we will refund the overpayment,
without interest. In connection with the exercise of the over-subscription
right, banks, brokers and other nominee holders of subscription rights who act
on behalf of beneficial owners will be required to certify to us and to the
subscription agent as to the aggregate number of subscription rights exercised,
and the number of shares of common stock requested through the over-subscription
right, by each beneficial owner on whose behalf the nominee holder is acting.


                                       17
<PAGE>

Reasons for the Rights Offering; Determination of Subscription Price

      Our board of directors set all of the terms and conditions of this
offering, including the subscription price. The subscription price was set at
the same price as the shares we sold in the Private Placements that we
consummated in August 2007. Our board of directors determined that the
subscription price should be designed to provide an incentive to our current
stockholders to exercise their rights in this rights offering. Our board of
directors determined the subscription price after negotiations with the
purchasers in the Private Placements, the price at which our stockholders might
be willing to participate in the rights offering, historical and current trading
prices for our common stock and the need to provide an incentive to our
stockholders to participate in the rights offering on a pro rata basis. We did
not seek or obtain any opinion of financial advisors or investment bankers in
establishing the subscription price for the offering. You should not consider
the subscription price as an indication of the value of the Company or our
common stock. We cannot assure you that you will be able to sell shares
purchased during this offering at a price equal to or greater than the
subscription price. On December 21, 2007, the closing price of our common stock
was $0.30 per share.

Expiration of the Rights Offering and Extensions, Amendments, Rejection and
Termination

      You may exercise your subscription rights at any time before 5:00 p.m.,
Eastern Time, on [___________], 2008, the expiration date of the rights
offering, unless extended. We may, in our sole discretion, extend the time for
exercising the subscription rights.

      We will extend the duration of the rights offering as required by
applicable law, and may choose to extend it if we decide that changes in the
market price of our common stock warrant an extension or if we decide to give
investors more time to exercise their subscription rights in the rights
offering. We may extend the expiration date of the rights offering by giving
oral or written notice to the subscription agent and information agent on or
before the scheduled expiration date. If we elect to extend the expiration of
the rights offering, we will issue a press release announcing such extension no
later than 9:00 a.m., Eastern Time, on the next business day after the most
recently announced expiration date.

      We reserve the right, in our sole discretion, to (i) amend or modify the
terms of the rights offering, and (ii) reject, in whole or in part, any
subscription exercises for any reason, including, but not limited to, our
determination that acceptance of an exercise of a subscription right could
adversely impact our ability to utilize our NOLs.

      If you do not exercise your subscription rights before the expiration date
of the rights offering, your unexercised subscription rights will be null and
void and will have no value. We will not be obligated to honor your exercise of
subscription rights if the subscription agent receives the documents relating to
your exercise after the rights offering expires, regardless of when you
transmitted the documents.

Non-Transferability of the Rights

      Except in the limited circumstances described below, only you may exercise
the basic subscription right and the over-subscription right. You may not sell,
give away, or otherwise transfer the basic subscription right or the
over-subscription right.

      Notwithstanding the foregoing, your rights may be transferred by operation
of law. For example, a transfer of rights to the estate of the recipient upon
the death of the recipient would be permitted. If the rights are transferred as
permitted, evidence satisfactory to us that the transfer was proper must be
received by us before the expiration date of the rights offering. In addition,
you may transfer your rights to any of your affiliates. As used in this offering
for this purpose, an affiliate means any person (including a partnership,
corporation or other legal entity such as a trust or estate), which controls, is
controlled by or is under common control with you.

Method of Subscription - Exercise of Rights

      If you are a record holder of shares of our common stock, you may exercise
your subscription rights by delivering the following to the subscription agent,
at or before 5:00 p.m., Eastern Time, on [___________], 2008, the expiration
date of the rights offering, unless extended:


                                       18
<PAGE>

      o     Your properly completed and executed subscription rights agreement
            with any required signature guarantees or other supplemental
            documentation; and

      o     Your full subscription price payment for each share subscribed for
            under your subscription rights.

      If you are a beneficial owner of shares of our common stock whose shares
are registered in the name of a broker, custodian bank, or other nominee, you
should instruct your broker, custodian bank or other nominee to exercise your
rights and deliver all documents and payment on your behalf before 5:00 p.m.,
Eastern Time, on [___________], 2008, the expiration date of the rights
offering, unless extended.

      Your subscription rights will not be considered exercised unless the
subscription agent receives from you, your broker, custodian, or nominee, as the
case may be, all of the required documents and your full subscription price
payment before 5:00 p.m., Eastern Time, on [___________], 2008, the expiration
date of the rights offering, unless extended.

Method of Payment

      Your payment of the subscription price must be made in United States
dollars for the full number of shares of common stock for which you are
subscribing by cashier's or certified check or bank draft drawn upon a United
States bank or any postal, telegraphic, or express money order payable to the
subscription agent. Personal checks will not be accepted.

Receipt of Payment

      Your payment will be considered received by the subscription agent only
upon receipt by the subscription agent of any cashier's or certified check or
bank draft drawn upon a United States bank or of any postal, telegraphic, or
express money order.

Delivery of Subscription Materials and Payment

      You should deliver your subscription rights agreement and payment of the
subscription price to the subscription agent by one of the methods described
below:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      Your delivery to an address or by any method other than as set forth above
will not constitute valid delivery.

Calculation of Subscription Rights Exercised

      If you do not indicate the number of subscription rights being exercised,
or if you do not forward full payment of the total subscription price payment
for the number of subscription rights that you indicate are being exercised,
then you will be deemed to have exercised your basic subscription right with
respect to the maximum number of subscription rights that may be exercised with
the aggregate subscription price payment you delivered to the subscription
agent. Unless you have specified the number of shares you wish to purchase upon
exercise of your over-subscription right, any payment in excess of that required
to exercise your basic subscription right will be applied as if you exercised
your over-subscription amount to the extent of such excess payment. If the
payment exceeds the subscription price for the full exercise of the basic and
over-subscription rights (to the extent specified by you), the excess will be
returned to you as soon as practicable. You will not receive interest on any
payments refunded to you under the rights offering.


                                       19
<PAGE>

Your Funds Will Be Held by the Subscription Agent until Shares of Our Common
Stock Are Issued

      The subscription agent will hold your payment of the subscription price in
a segregated account with other payments received from other subscription rights
holders until we issue your shares of our common stock to you. With respect to
exercises of basic subscription rights, we may issue shares shortly after
receipt of your executed subscription agreement and the release to us by the
subscription agent of the amount representing payment for the shares for which
you subscribed. Such shares may be issued to you prior to the expiration date of
the rights offering.

Medallion Guarantee May Be Required

      Your signature on each subscription rights agreement must be guaranteed by
an eligible institution, such as a member firm of a registered national
securities exchange or a member of FINRA, or a commercial bank or trust company
having an office or correspondent in the United States, subject to standards and
procedures adopted by the subscription agent, unless:

      o     Your subscription rights agreement provides that shares are to be
            delivered to you as record holder of those subscription rights; or

      o     You are an eligible institution.

Notice to Brokers and Nominees

      If you are a broker, a trustee, or a depositary for securities who holds
shares of our common stock for the account of others on [___________], 2008, the
record date, you should notify the respective beneficial owners of such shares
of the rights offering as soon as possible to find out their intentions with
respect to exercising their subscription rights. You should obtain instructions
from the beneficial owner with respect to their subscription rights, as set
forth in the instructions we have provided to you for your distribution to
beneficial owners. If the beneficial owner so instructs, you should complete the
appropriate subscription rights agreements and submit them to the subscription
agent with the proper payment. If you hold shares of our common stock for the
account(s) of more than one beneficial owner, you may exercise the number of
subscription rights to which all such beneficial owners in the aggregate
otherwise would have been entitled had they been direct record holders of our
common stock on the record date, provided that you, as a nominee record holder,
make a proper showing to the subscription agent by submitting the form entitled
"Nominee Holder Certification" that we was provided to you with your rights
offering materials. If you did not receive this form, you should contact the
subscription agent to request a copy.

Beneficial Owners

      If you are a beneficial owner of shares of our common stock or will
receive your subscription rights through a broker, custodian bank, or other
nominee, we will ask your broker, custodian bank, or other nominee to notify you
of the rights offering. If you wish to exercise your subscription rights, you
will need to have your broker, custodian bank, or other nominee act for you. If
you hold certificates of our common stock directly and would prefer to have your
broker, custodian bank, or other nominee act for you, you should contact your
nominee and request it to effect the transactions for you. To indicate your
decision with respect to your subscription rights, you should complete and
return to your broker, custodian bank, or other nominee the form entitled
"Beneficial Owners Election Form." You should receive this form from your
broker, custodian bank, or other nominee with the other rights offering
materials. If you wish to obtain a separate subscription rights agreement, you
should contact the nominee as soon as possible and request that a separate
subscription rights agreement be issued to you. You should contact your broker,
custodian bank, or other nominee if you do not receive this form, but you
believe you are entitled to participate in the rights offering. We are not
responsible if you do not receive the form from your broker, custodian bank, or
nominee or if you receive it without sufficient time to respond.

Instructions for Completing Your Subscription Rights Agreement

      You should read and follow the instructions accompanying the subscription
rights agreements carefully.


                                       20
<PAGE>

      You are responsible for the method of delivery of your subscription rights
agreement(s) with your subscription price payment to the subscription agent. If
you send your subscription rights agreement(s) and subscription price payment by
mail, we recommend that you send them by registered mail, properly insured, with
return receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time the rights offering
expires. You must pay, or arrange for payment, by means of a certified or
cashier's check or wire transfer of funds. Personal checks will not be accepted.

Determinations Regarding the Exercise of Your Subscription Rights

      We will decide all questions concerning the timeliness, validity, form,
and eligibility of the exercise of your subscription rights and any such
determinations by us will be final and binding. We, in our sole discretion, may
waive, in any particular instance, any defect or irregularity, or permit, in any
particular instance, a defect or irregularity to be corrected within such time
as we may determine. We will not be required to make uniform determinations in
all cases. We may reject the exercise of any of your subscription rights because
of any defect or irregularity. We will not accept any exercise of subscription
rights until all irregularities have been waived by us or cured by you within
such time as we decide, in our sole discretion.

      Neither we, the subscription agent, nor the information agent will be
under any duty to notify you of any defect or irregularity in connection with
your submission of subscription rights agreements, and we will not be liable for
failure to notify you of any defect or irregularity. We reserve the right to
reject your exercise of subscription rights if your exercise is not in
accordance with the terms of the rights offering or in proper form. We will also
not accept the exercise of your subscription rights if our issuance of shares of
our common stock to you could be deemed unlawful under applicable law.

Material United States Federal Income Tax Consequences

      A holder should not recognize income or loss for United States federal
income tax purposes in connection with the receipt or exercise of subscription
rights in the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see "Material United States Federal Income Tax Consequences."

Regulatory Limitation

      We will not be required to issue shares of our common stock to you
pursuant to the rights offering if, in our opinion, you would be required to
obtain prior clearance or approval from any state or federal regulatory
authorities to own or control such shares if, at the time the rights offering
expires, you have not obtained such clearance or approval.

Questions about Exercising Subscription Rights

      If you have any questions or require assistance regarding the method of
exercising your subscription rights or requests for additional copies of this
document or the Instructions for Use of Gilman + Ciocia, Inc. Subscription
Rights Agreements, you should contact the information agent at the address and
telephone number set forth above under "Questions and Answers relating to the
Rights Offering" included elsewhere in this prospectus.

Subscription Agent and Information Agent

      We have appointed Corporate Stock Transfer, Inc. to act as subscription
agent and Innisfree M&A Incorporated to act as information agent for the rights
offering. You should direct any questions or requests for assistance concerning
the method of subscribing for the shares of common stock or for additional
copies of this prospectus to the information agent.

Fees and Expenses

      We will pay all fees charged by the subscription agent and the information
agent. You are responsible for paying any other commissions, fees, taxes or
other expenses incurred in connection with the exercise of the rights. Neither
we nor the subscription agent will pay such expenses.


                                       21
<PAGE>

No Revocation

      Once you have exercised your subscription rights, you may not revoke your
exercise. Subscription rights not exercised before the expiration date of the
rights offering will expire and will have no value.

Procedures for DTC Participants

      We expect that the exercise of your basic subscription right and your
over-subscription right may be made through the facilities of the Depository
Trust Company. If your subscription rights are held of record through DTC, you
may exercise your basic subscription right and your over-subscription right by
instructing DTC to transfer your subscription rights from your account to the
account of the subscription agent, together with certification as to the
aggregate number of subscription rights you are exercising and the number of
shares of our common stock you are subscribing for under your basic subscription
right and your over-subscription right, if any, and your subscription price
payment for each share of our common stock that you subscribed for pursuant to
your basic subscription right and your over-subscription right.

Subscription Price

      The subscription price is $0.10 per share.

Cancellation of Rights

      Our board of directors may cancel the rights offering, in whole or in
part, in its sole discretion at any time before the time the rights offering
expires for any reason (including a change in the market price of our common
stock). Once the subscription agent releases payment for shares to us, our board
of directors can no longer cancel or terminate the offering as to any such
shares. In the event that the rights offering is cancelled or terminated, all
funds received from subscriptions by stockholders that have not yet been
remitted to the Company by the subscription agent will be returned. Interest
will not be payable on any returned funds.

No Board Recommendation

      An investment in shares of our common stock must be made according to each
investor's evaluation of his own best interests and after considering all of the
information herein, including the "Risk Factors" section of this prospectus.
Neither we nor our board of directors nor their financial advisors make any
recommendation to subscription rights holders regarding whether they should
exercise or sell their subscription rights.

             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      The following discussion is a summary of the material United States
Federal income tax consequences of the rights offering to holders of our common
stock. This discussion assumes that the holders of our common stock hold such
common stock as a capital asset for United States Federal income tax purposes.
This discussion is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations promulgated thereunder, Internal Revenue Service rulings
and pronouncements and judicial decisions in effect on the date hereof, all of
which are subject to change (possibly with retroactive effect) and to differing
interpretations. This discussion applies only to holders that are United States
persons and does not address all aspects of United States federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code, including, without limitation, holders who are
dealers in securities or foreign currency, foreign persons, insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold our common stock as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired our common stock pursuant to the exercise
of compensatory stock options or otherwise as compensation.

      We have not sought, and will not seek, an opinion of counsel or a ruling
from the Internal Revenue Service regarding the United States Federal income tax
consequences of the rights offering or the related share issuance. The following
summary does not address the tax consequences of the rights offering or the
related share issuance under foreign, state, or local tax laws. ACCORDINGLY,
EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO
THE PARTICULAR TAX CONSEQUENCES OF THE RIGHTS OFFERING AND THE RELATED SHARE
ISSUANCE TO SUCH HOLDER.


                                       22
<PAGE>

      The United States Federal income tax consequences to a holder of our
common stock of the receipt and exercise of subscription rights under the rights
offering should be as follows:

      1. A holder should not recognize taxable income for United States Federal
income tax purposes in connection with the receipt of subscription rights in the
rights offering.

      2. Except as provided in the following sentence, a holder's tax basis in
the subscription rights received in the rights offering should be zero. If
either (i) the fair market value of the subscription rights on the date such
subscription rights are distributed is equal to at least 15% of the fair market
value on such date of the common stock with respect to which the subscription
rights are received or (ii) the holder elects, in its United States Federal
income tax return for the taxable year in which the subscription rights are
received, to allocate part of its tax basis in such common stock to the
subscription rights, then upon exercise of the subscription rights, the holder's
tax basis in the common stock should be allocated between the common stock and
the subscription rights in proportion to their respective fair market values on
the date the subscription rights are distributed. A holder's holding period for
the subscription rights received in the rights offering should include the
holder's holding period for the common stock with respect to which the
subscription rights were received.

      3. A holder which allows the subscription rights received in the rights
offering to expire should not recognize any gain or loss, and the tax basis in
the common stock owned by such holder with respect to which such subscription
rights were distributed should be equal to the tax basis in such common stock
immediately before the receipt of the subscription rights in the rights
offering.

      4. A holder should not recognize any gain or loss upon the exercise of the
subscription rights received in the rights offering. The tax basis in the common
stock acquired through exercise of the subscription rights should equal the sum
of the subscription price for the common stock and the holder's tax basis, if
any, in the rights as described above. The holding period for the common stock
acquired through exercise of the subscription rights should begin on the date
the subscription rights are exercised.

                          DESCRIPTION OF CAPITAL STOCK

General

      Our authorized capital stock consists of 500,100,000 shares of which
500,000,000 shares are par value $.01 per share common stock and 100,000 shares
are par value $.001 per share preferred stock. As of December 21, 2007 there
were 89,179,049 shares of common stock issued and outstanding and no shares of
preferred stock outstanding.

Common Stock

      Holders of common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally available
funds. In any liquidation, dissolution or winding up of our company, each
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock.

      Holders of common stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
common stock. The rights of the holders of common stock are subject to any
rights that may be fixed for holders of preferred stock, when and if any
preferred stock is issued. All outstanding shares of common stock are, and the
shares underlying all outstanding options, upon payment of the exercise price as
contemplated by the options, will be, duly authorized, validly issued, fully
paid and non-assessable.


                                       23
<PAGE>

Preferred Stock

      Our Board is authorized, without further action by the stockholders, to
issue 100,000 shares of preferred stock from time to time in one or more series
and to fix the rights, preferences, privileges and restrictions of these shares,
including terms relating to dividend rates, redemption rates and prices,
liquidation preferences and voting, sinking fund and conversion rights. The
rights and terms relating to any new series of preferred stock could adversely
affect the voting power or other rights of the holders of common stock or could
be utilized, in certain circumstances, as a method of discouraging, delaying or
preventing a change in control. Any issuances of preferred stock could adversely
affect the rights of the holders of common stock by, among other things,
establishing preferential dividends, liquidation rights or voting powers.

Stock Options

      As of December 21, 2007, there were 439,500 stock options outstanding.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado
80209, (303) 282-4800.

Section 203 of the Delaware General Corporation Law

      As a corporation organized under the laws of the State of Delaware, we are
subject to Section 203 of the state's General Corporation Law, an anti-takeover
law. Generally, Section 203 of the Delaware General Corporation Law prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless:

      o     before the date of the business combination, the business
            combination or the transaction that resulted in the stockholder's
            becoming an interested stockholder is approved by the board of
            directors of the corporation;

      o     upon consummation of the transaction that resulted in the
            stockholder's becoming an interested stockholder, the interested
            stockholder owns at least 85% of the voting stock outstanding at the
            time the transaction commenced; or

      o     on or after the date of the business combination, it is approved by
            the board and by the affirmative vote of at least 66 2/3% of the
            outstanding voting stock that is not owned by the interested
            stockholder.

      A "business combination" includes mergers, asset sales, and other
transactions resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's outstanding voting stock, other than a stockholder who owns 15% or
more of our outstanding voting stock prior to our becoming subject to Section
203. The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.


                                       24
<PAGE>

                              PLAN OF DISTRIBUTION

      On or about [___________], 2008, we will distribute the rights,
subscription rights agreements, and copies of this prospectus to individuals who
owned shares of common stock on [___________], 2008. If you wish to exercise
your rights and purchase shares of common stock, you should complete the
subscription rights agreement and return it with payment for the shares, to the
subscription agent, Corporate Stock Transfer, Inc., at the following address:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      See further the section of this prospectus entitled "The Rights Offering."
If you have any questions, you should contact the information agent, Innisfree
MA& Incorporated, at 501 Madison Avenue, New York, New York, tel: (212)
750-5837.

      Other than as described herein, we do not know of any existing agreements
between any stockholder, broker, dealer, underwriter, or agent relating to the
sale or distribution of the underlying common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance with these requirements, we
are required to file periodic reports and other information with the United
States Securities and Exchange Commission. The reports and other information
filed by us with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC as described below.

      You may copy and inspect any materials that we file with the SEC at the
SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information about the operation of the
public reference rooms. The SEC also maintains an internet website at
http://www.sec.gov that contains our filed reports, proxy and information
statements, and other information that we file electronically with the SEC.
Additionally, we make these filings available, free of charge, on our website at
www.gilcio.com as soon as reasonably practicable after we electronically file
such materials with, or furnish them to, the SEC. The information on our
website, other than these filings, is not, and should not be, considered part of
this prospectus, is not incorporated by reference into this document, and should
not be relied upon in connection with making any investment decision with
respect to our common stock.

      You may also request a copy of any Securities Exchange Commission filings,
and any information required by Rule 144A(d)(4) under the Securities Act during
any period in which we are not subject to Section 13 or 15(d) of the Exchange
Act, at no cost, by contacting:

                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
Attention: Ted H. Finkelstein, Vice President and General Counsel (845) 486-0900


                                       25
<PAGE>

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      We disclose important information to you by referring you to documents
that we have previously filed with the SEC. The information incorporated by
reference is considered to be part of this prospectus. We incorporate by
reference the documents listed below into this prospectus:

      o     Our Annual Report on Form 10-K for the fiscal year ended June 30,
            2007, filed with the SEC on September 28, 2007;

      o     Our Annual Report on Form 10-K/A for the fiscal year ended June 30,
            2007, filed with the SEC on October 5, 2007;

      o     Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 2007, filed with the SEC on November 14, 2007: and

      o     Our Current Reports on Form 8-K filed with the SEC on July 10, 2007,
            July 25, 2007, August 24, 2007 and September 28, 2007.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus is modified or superseded for
purposes of the prospectus to the extent that a statement contained in this
prospectus modifies or supersedes such statement. Any statement so modified or
superseded does not, except as so modified or superseded, constitute a part of
this prospectus.

      You may request a copy of these filings, at no cost, by written or oral
request made to us at the following address or telephone number:

                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 486-0900
        Attention: Ted H. Finkelstein, Vice President and General Counsel

                                  LEGAL MATTERS

      The validity of the subscription rights and the common stock issuable upon
subscription of the rights will be passed upon for us by Blank Rome LLP.

                                     EXPERTS

      The consolidated balance sheets of the Company and its subsidiaries as of
June 30, 2007 and 2006, and the related consolidated statements of operations,
shareholders' deficit, and cash flows for each of the years in the two-year
period ended June 30, 2007 have been incorporated by reference herein in
reliance upon the reports of Sherb & Co., LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.

      The consolidated statements of operations, shareholders' deficit, and cash
flows of the Company and its subsidiaries for the year ended June 30, 2005, have
been incorporated by reference herein in reliance upon the report of Radin,
Glass & Co., LLP, independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.


                                       26
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The expenses relating to the registration of the securities registered
hereby will be borne by the registrant. Such expenses are estimated to be as
follows:

Securities and Exchange Commission Registration Fee                  $     61.40
Subscription Agent Fees and Expenses                                 $    10,000
Printing Costs                                                       $     7,500
Information Agent Fees and Expenses                                  $     8,500
Accounting Fees and Expenses                                         $    10,000
Legal Fees                                                           $    50,000
Miscellaneous Expenses                                               $ 18,938.60
                                                                        --------
Total                                                                $105,000.00

Item 14. Indemnification of Directors and Officers.

      The following summary is qualified in its entirety by reference to the
complete text of any statutes referred to below and the amended certificate of
incorporation and the by-laws of Gilman + Ciocia, Inc., a Delaware corporation.

      Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") permits a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit, or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.

      In the case of an action by or in the right of the corporation, Section
145 of the DGCL permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by reason of the fact that the person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit, or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

      Section 145 of the DGCL also permits a Delaware corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145 of the DGCL.


                                      II-1
<PAGE>

      Article NINTH of our Certificate of Incorporation and Article X of our
By-Laws provide that we shall, to the fullest extent permitted by applicable
law, indemnify each person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding by
reason of the fact that he is or was, a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company, as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The indemnification provided for in our By-Laws is
expressly not exclusive of any other rights to which those seeking
indemnification may be entitled under any law, agreement, or vote of
stockholders or disinterested directors or otherwise. The By-Laws also provide
that we shall have the power to purchase and maintain insurance for the
indemnification of such directors, officers and employees to the full extent
permitted under the laws of the State of Delaware from time to time in effect.

      We maintain an insurance policy on behalf of the Company and its
subsidiaries, and on behalf of the directors, officers and employees thereof,
covering certain liabilities that may arise as a result of the actions of such
directors, officers and employees.

      Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate
or limit the personal liability of directors to a corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase or redemption in
violation of Delaware corporate law or obtained an improper personal benefit.

      Pursuant to Section 102(b)(7) of the DGCL, Article EIGHTH of our
Certificate of Incorporation states that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a directory, except for liability: (i) for any
breach of the director's duty of loyalty to the Company for its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

Item 15. Recent Sales of Unregistered Securities

      Set forth below is information regarding unregistered securities sold by
us in the past three years.

      1) On June 22, 2004, we issued 45,000 shares of our common stock to
Rappaport Gamma Limited Partnership ("Rappaport") as an interest payment on a
loan Rappaport made to us (the "Rappaport Loan").

      2) On October 19, 2004, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      3) On December 23, 2004, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      4) On March 30, 2005, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      5) On April 26, 2005, we issued 15,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      6) On June 13, 2005, we issued a total of 15,000 shares of our common
stock to one of our principal stockholders and certain other note holders
(collectively, the "Purchasing Group") as interest on the Rappaport Loan. The
Purchasing Group purchased the Rappaport Loan from Rappaport on April 29, 2005.

      7) On July 8, 2005, we issued a total of 34,684 shares of our common stock
to Thomas Connors in accordance with the earnout agreement relating to our
acquisition of his accounting practice.

      8) On November 28, 2005, we issued a total of 1,000 shares of our common
stock to Edward Cohen as director compensation.


                                      II-2
<PAGE>

      9) On January 6, 2006, we issued 105,000 shares of our common stock to the
Purchasing Group as interest on the Rappaport Loan.

      10) On April 27, 2006, we issued a total of 272,368 shares of our common
stock to certain of our employees in consideration of their contributions to our
Employee Stock Purchase Plan ("ESPP") through June 30, 2002. The ESPP Plan was
terminated by us in 2004.

      11) On February 5, 2007, we issued 180,000 shares of our common stock to
the Purchasing Group as interest on the Rappaport Loan.

      12) On August 2, 2007, we issued a total of 24,027 shares of our common
stock to Matthew Collins in accordance with the terms of his financial planner
agreement.

      13) On August 20, 2007 we issued a total of 80,000,000 shares of our
common stock in private placements to the persons named as selling stockholders
in this registration statement. A total of 56,910,000 of the shares were sold
for cash proceeds of $5,691,000 and the remaining 23,090,000 shares were sold in
consideration of the extinguishment of $2,309,000 of our debt.

      14) On August 21, 2007, we issued 108,944 shares of our common stock to
the Purchasing Group as interest on the Rappaport Loan.

      15) On August 22, 2007, we issued a total of 9,000 shares of our common
stock to Edward Cohen as director compensation, a total of 3,000 shares of our
common stock to John Levy as director compensation and a total of 3,000 shares
of our common stock to Allan Page as director compensation.

      16) On November 2, 2007, we issued 7,500 shares of our common stock to
Lilac Development Corporation as the final interest payment on the Rappaport
Loan.

      No underwriters were involved in the foregoing sales of securities.

      All such sales were privately negotiated with the individuals with whom we
had a prior relationship. All of the foregoing securities were deemed restricted
securities for purposes of the Securities Act. All certificates representing the
issued shares of common stock described in this Item 15 included appropriate
legends setting forth that the securities had not been registered and the
applicable restrictions on transfer. The securities described above were sold
and issued upon the exemption from the registration requirements of the
Securities Act, as set forth in Section 4(2) under the Securities Act and/or
Rule 506 of Regulation D under the Securities Act, in each case, to the extent
an exemption from such registration was required. The purchasers of shares
described above represented to us in connection with their purchases, among
other things, that they were acquiring the shares for investment and not
distribution. The sales of these securities were made without general
solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

      The Exhibits to this registration statement are listed in the Exhibit
Index.

Item 17. Undertakings.

      (a) Gilman + Ciocia, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed


                                      II-3
<PAGE>

in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Poughkeepsie, State of
New York on December 21, 2007.

                                        GILMAN + CIOCIA, INC.


                                        By: /s/ Michael Ryan
                                            ------------------------------------
                                        Name:  Michael Ryan
                                        Title: Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Ryan as his true and
lawful attorney-in-fact and agents, with full power to act alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the registration statement filed
herewith and any and all amendments to said registration statement (including
post-effective amendments and any related registration statements thereto filed
pursuant to Rule 462 and otherwise), and file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, with full
power to act alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as
fully for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his or
their substitutes, may lawfully do or cause to be done hereby.


                                      II-4
<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                     <C>                                             <C>

/s/ Michael Ryan                        Chief Executive Officer and Director            December 21, 2007
-------------------------------         (Principal Executive Officer)
Michael Ryan

/s/ Karen Fisher                        Chief Accounting Officer (Principal             December 21, 2007
-------------------------------         Financial and Accounting Officer)
Karen Fisher

/s/ Edward Cohen                        Director                                        December 21, 2007
-------------------------------
Edward Cohen

/s/ James Ciocia                        Director                                        December 21, 2007
-------------------------------
James Ciocia

/s/ John Levy                           Director                                        December 21, 2007
-------------------------------
John Levy

/s/ Nelson Obus                         Director                                        December 21, 2007
-------------------------------
Nelson Obus

/s/ Allan Page                          Director                                        December 21, 2007
-------------------------------
Allan Page

/s/ Frederick Wasserman                 Director                                        December 21, 2007
-------------------------------
Frederick Wasserman

</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

3.1.1    Registrant's Certificate of Incorporation, as amended, incorporated by
         reference to the like numbered exhibit in the Registrant's Registration
         Statement on Form SB-2 under the Securities Act of 1933, as amended,
         File No. 33-70640-NY.

3.1.2    Registrant's Amended Certificate of Incorporation, incorporated by
         reference to the exhibit in the Registrant's Proxy Statement on Form
         14-A under the Securities Exchange Act of 1934, as amended, filed on
         June 22, 1999.

3.1.3    Amendment to Certificate of the Registrant dated July 19, 2007 filed
         with the State of Delaware Secretary of State on July 20, 2007,
         incorporated by reference to the exhibit filed with the Registrant's
         Form 10-K for the fiscal year ended June 30, 2007 filed on September
         28, 2007.

3.2      Registrant's By-Laws, incorporated by reference to the like numbered
         exhibit filed with the Registrant's Registration Statement on Form SB-2
         under the Securities Act of 1933, as amended, File No. 33-70640-NY.

** 4.1   Form of Subscription Agreement for rights holders.

* 5.     Opinion of Blank Rome LLP.

10.1     Stock and Asset Purchase Agreement dated April 5, 1999 among
         Registrant, Prime Financial Services, Inc., Prime Capital Services,
         Inc., Asset & Financial Planning, Ltd. Michael P. Ryan and Ralph
         Porpora, incorporated by reference to the exhibit filed with the
         Registrant's report on Form 8-K dated April 5, 1999.

10.2.1   Registration Rights Agreement dated April 5, 1999 among Registrant,
         Prime Financial Services, Inc., Michael P. Ryan and Ralph Porpora
         incorporated by reference to the exhibit filed with the Registrant's
         report on Form 8-K dated April 5, 1999.

10.2     Asset Purchase Agreement dated November 26, 2002 between Registrant and
         Pinnacle Taxx Advisors LLC incorporated by reference to the exhibit
         filed with the Registrant's report on Form 8-K dated December 23, 2002.

10.3     Stock Purchase Agreement dated as of January 1, 2004 between Registrant
         and Daniel Levy and Joseph Clinard incorporated by reference to the
         exhibit filed with the Registrant's Annual Report on Form 10-K for the
         fiscal year ended June 30, 2004.

10.4     Agreement with Steven J. Gilbert incorporated by reference to the
         exhibit filed with the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended March 31, 2005.

10.5     Letter of Acceptance, Waiver and Consent dated August 12, 2005
         incorporated by reference to the exhibit filed with the Registrant's
         report on Form 8-K dated August 12, 2005.

10.6     Leases for the Company's Headquarters incorporated by reference to the
         exhibit filed with the Registrant's Annual Report on Form 10-K dated
         June 30, 2006.

10.7     Amendment 4 to Forbearance Agreement dated April 20, 2006 incorporated
         by reference to the exhibit filed with the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended March 31, 2006.

10.8     Amendment 3 to Forbearance Agreement dated April 28, 2005 incorporated
         by reference to the exhibit filed with the Registrant's Form 8-K dated
         April 28, 2005.

10.9     Amendment 2 to Forbearance Agreement dated March 26, 2004 incorporated
         by reference to the exhibit filed with the Registrant's Form 8-K dated
         March 26, 2004.


                                      II-6
<PAGE>

10.10    Amendment to Forbearance Agreement dated June 18, 2003 incorporated by
         reference to the exhibit filed with the Registrant's Annual Report on
         Form 10-K for the fiscal year ended dated June 30, 2006.

10.11    Forbearance Agreement dated November 27, 2002 incorporated by reference
         to the exhibit filed with the Registrant's Form 8-K dated November 26,
         2002.

10.12    First Union Loan (Wachovia) Agreement dated December 26, 2001
         incorporated by reference to the exhibit filed with the Registrant's
         Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.

10.13    Investor Purchase Agreement (with Exhibits) dated April 25, 2007
         incorporated by reference to the exhibit filed with the Registrant's
         Form 8-K dated April 25, 2007.

10.14    Waiver of Registration Rights Agreement dated April 25, 2007
         incorporated by reference to the exhibit filed with the Registrant's
         Form 8-K dated April 25, 2007.

10.15    Letter from Prime Partners, Inc. dated April 25, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         April 25, 2007.

10.16    Voting Agreement dated April 25, 2007 incorporated by reference to the
         exhibit filed with the Registrant's Form 8-K dated April 25, 2007.

10.17    Placement Purchase Agreement dated August 13, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.18    2007 Debt Conversion Agreement dated August 13, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.19    Shareholder Agreement dated August 20, 2007 incorporated by reference
         to the exhibit filed with the Registrant's Form 8-K dated August 20,
         2007.

10.20    Registration Rights Agreement dated August 20, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.21    Employment Agreement between the Company and Michael P. Ryan dated
         August 20, 2007 incorporated by reference to the exhibit filed with the
         Registrant's Form 8-K dated August 20, 2007.

14.0     Code of Ethics for Senior Financial Officers and the Principal
         Executive Officer of Gilman & Ciocia, Inc. incorporated by reference to
         the exhibit filed with the Registrant's Annual Report on Form 10-K for
         the fiscal year ended dated June 30, 2003.

* 23.1   Consent of Sherb & Co., LLP.

* 23.2   Consent of Radin, Glass & Co., LLP.

* 23.3   Consent of Blank Rome LLP (included in exhibit 5).

* 24     Power of Attorney (included in the signature page of this registration
         statement).

** 99.1  Form of Subscription Agent Agreement.
** 99.2  Form of Letter to Stockholders.
** 99.3  Form of Letter to Brokers.
** 99.4  Form of Letter to Clients.
** 99.5  Form of Beneficial Owner Election Form.
** 99.6  Form of Nominee Holder Certification.

----------
*     Filed herewith
**    To be filed by amendment.
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{"company-data": {"conformed-name": "GILMAN & CIOCIA INC", "cik": "0000914142", "assigned-sic": "7200", "irs-number": "112587324", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-148281", "film-number": "071323586"}, "business-address": {"street1": "11 RAYMOND AVENUE", "city": "POUGHKEEPSIE", "state": "NY", "zip": "12603", "phone": "845-486-0900"}, "mail-address": {"street1": "11 RAYMOND AVENUE", "city": "POUGHKEEPSIE", "state": "NY", "zip": "12603"}}
As filed with the Securities and Exchange Commission on December 21, 2007
                                                                Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GILMAN + CIOCIA, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                      7200
            --------------------------------------------------------
            (Primary standard industrial Classification Code Number)

           Delaware                                      11-2587324
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 486-0900
   ---------------------------------------------------------------------------
   (Address, including Zip Code, and Telephone Number, including Area Code, of
                    Registrant's Principal Executive Offices)

                            Ted H. Finkelstein, Esq.
                       Vice President and General Counsel
                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 485-5278
--------------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number Including Area Code, of
                               Agent for Service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 885-5000

   As soon as practicable after this Registration Statement becomes effective
   --------------------------------------------------------------------------
        (Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. |_|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
CALCULATION OF REGISTRATION FEE

                                                                                      Proposed
                                                              Proposed Maximum        Maximum
Title of Each Class of Securities to      Amount to be       Offering Price Per      Aggregate         Amount of
            be Registered                  Registered               Unit           Offering Price   Registration Fee
------------------------------------      ------------       ------------------    --------------   ----------------
Common Stock, par value $0.01              20,000,000              $0.10             $2,000,000          $61.40
per share
Rights to purchase Common Stock, par          (1)                   N/A                 N/A              $0 (2)
value $0.01 per share
----------
(1)   Represents the rights to subscribe for an aggregate of up to 20,000,000
      shares of Common Stock.
(2)   The rights are being issued for no consideration. Pursuant to Rule 457(g)
      under the Securities Act of 1933, as amended, no separate registration fee
      is payable.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================
--------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THESE SECURITIES BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
--------------------------------------------------------------------------------

                 SUBJECT TO COMPLETION, DATED December 21, 2007

                                   PROSPECTUS

                              GILMAN + CIOCIA, INC.
  Rights to Purchase up to 20,000,000 Shares of Common Stock at $0.10 per Share

      We are distributing, at no charge to holders of our common stock,
non-transferable subscription rights to purchase shares of our common stock. You
will receive one (1) subscription right for each share of common stock owned at
the close of business on _______, 2008, the record date. We are distributing
subscription rights exercisable for up to an aggregate of 20,000,000 shares of
our common stock. The proceeds from this rights offering will be used for
general corporate purposes and to pay the fees and expenses related to this
rights offering.

      Each whole subscription right will entitle you, as a holder of our common
stock, to purchase up to four (4) shares of our common stock, subject to
adjustment, at a subscription price of $0.10 per share, the same price at which
we effected our private placements of a total of 80,000,000 shares of our common
stock to certain investors and certain officers, directors and employees of our
company in August 2007 which we refer to as our "Private Placements." The
purchasers of our common stock in the Private Placements and certain members of
our management and an affiliate of a member of our management have waived their
rights to participate in this offering and will not be receiving any
subscription rights. Subscribers who exercise their rights in full may
over-subscribe for additional shares to the extent shares are available. The
subscription rights will expire if they are not exercised by 5:00 p.m., Eastern
Time, on [___________], 2008, unless extended.

      You should carefully consider whether to exercise your subscription rights
before the expiration of the rights offering. Unless we give you a right of
cancellation as a result of a fundamental change (as determined by us) to the
terms of the rights offering, all exercises of subscription rights are
irrevocable. Our board of directors is making no recommendation regarding your
exercise of the subscription rights. The subscription rights may not be sold or
transferred.

      We may cancel or terminate the rights offering at any time prior to its
expiration. If this offering is cancelled or terminated, we will return your
subscription price, but without any payment of interest.

      The shares are being offered directly by us without the services of an
underwriter or selling agent.

      Shares of our common stock are traded in the over-the-counter market and
quoted on the grey market electronic trading market under the symbol "GTAX". On
December 20, 2007, the last reported sales price for our common stock was
$0.30 per share.

      The shares of common stock issued in the rights offering will not be
listed or quoted on a stock exchange.

      Investing in our common stock involves a high degree of risk. We urge you
to read carefully the section entitled "Risk Factors" beginning on page 9 of
this prospectus and the section entitled "Risk Factors" in our Annual Report on
Form 10-K for the year ended June 30, 2007, as amended, and all other
information included or incorporated herein by reference in this prospectus in
its entirety before you decide whether to exercise your rights or otherwise
purchase our shares of common stock.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Total Proceeds to
                                        Price Per Share     Gilman & Ciocia (1)
                                      -------------------  ---------------------
Offering Price to Stockholders                $ 0.10           $ 2.0 million

----------
(1)   Assumes all shares being offered pursuant to this prospectus are
      subscribed for, before deducting expenses payable by us, estimated to be
      approximately $105,000.00.

                The date of this prospectus is ______________, 2008
--------------------------------------------------------------------------------
TABLE OF CONTENTS

                                                                            Page

ABOUT THIS PROSPECTUS..........................................................i
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING..........................1
SUMMARY........................................................................6
RISK FACTORS...................................................................9
FORWARD-LOOKING STATEMENTS....................................................16
USE OF PROCEEDS...............................................................16
THE RIGHTS OFFERING...........................................................17
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES........................22
DESCRIPTION OF CAPITAL STOCK..................................................23
PLAN OF DISTRIBUTION..........................................................23
WHERE YOU CAN FIND MORE INFORMATION...........................................25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................26
LEGAL MATTERS.................................................................26
EXPERTS.......................................................................26

                              ABOUT THIS PROSPECTUS

      Unless otherwise stated or the context otherwise requires, the terms "we,"
"us," "our," and the "Company" refer to Gilman + Ciocia, Inc. and its
subsidiaries.

      You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus is accurate only as of
the date on the front cover of this prospectus, and any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference, in each case, regardless of the time of delivery of
this prospectus or any exercise of the rights. Our business, financial
condition, results of operations, and prospects may have changed since that
date.

                                        i
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

      The following are examples of what we anticipate will be common questions
about the rights offering. The answers are based on selected information from
this prospectus and the documents incorporated by reference herein. The
following questions and answers do not contain all of the information that may
be important to you and may not address all of the questions that you may have
about the rights offering. This prospectus and the documents incorporated by
reference herein contain more detailed descriptions of the terms and conditions
of the rights offering and provide additional information about us and our
business, including potential risks related to the rights offering, our common
stock, and our business.

What is a rights offering?

      We are distributing to holders of our common stock as of 5:00 p.m. Eastern
Time the close of business on [___________], 2008, the "record date," at no
charge, subscription rights to purchase shares of our common stock. You will
receive one (1) subscription right for each one (1) share of common stock you
owned at the close of business on the record date. The subscription rights will
be evidenced by subscription rights agreements.

What is a right?

      Each right gives the holder the opportunity to purchase up to four (4)
shares of our common stock for $0.10 per share, (as part of their basic
subscription right), and carries with it a basic subscription right and an
over-subscription right.

How many shares may I purchase if I exercise my rights?

      We are granting to you, as a stockholder of record on the record date, one
(1) subscription right for each one (1) share of our common stock you owned at
that time. Each right contains the basic subscription right and the
over-subscription right described below. You may exercise any number of your
subscription rights, or you may choose not to exercise any subscription rights.

      If you hold your shares in the name of a broker, dealer, or other nominee
who uses the services of the Depository Trust Company, or "DTC," then DTC will
issue one (1) right to the nominee for one (1) each share of our common stock
you own at the record date. Each whole right can then be used to purchase up to
four (4) shares of common stock for $0.10 per share.

What is the basic subscription right?

      The basic subscription right of each whole right entitles you to purchase
up to four (4) shares of our common stock at the subscription price of $0.10 per
share.

What is the over-subscription right?

      We do not expect that all of our stockholders will exercise all of their
basic subscription rights. In addition, only approximately 19,109,800 shares of
common stock will be issued by us if all of the basic subscription rights are
exercised in full by stockholders who will be receiving rights in this offering.
By extending over-subscription rights to our stockholders, we are providing for
the purchase of those shares that are not purchased through exercise of basic
subscription rights. The over-subscription right of each subscription right
entitles you, if and when you fully exercise your basic subscription right, to
subscribe for additional shares of common stock at the subscription price.

What if there are an insufficient number of shares to satisfy the
over-subscription requests?

      If there are an insufficient number of shares of our common stock
available to satisfy fully the over-subscription requests of rights holders,
subscription rights holders who exercised their over-subscription right will
receive the available shares pro rata based on the number of shares each
subscription rights holder subscribed for under the basic subscription right.
Any excess subscription payments will be returned, without interest or
deduction, promptly after the expiration of the rights offering.

                                       1
Will shares not sold as part of the rights offering be offered to other
investors?

      No.

Why are we conducting the rights offering?

      We are making the rights offering to provide our stockholders the
opportunity to participate in this transaction at the same price that the
investors purchased our common stock in the Private Placements and to offer our
current stockholders the opportunity to minimize the dilution of their ownership
interest in the Company resulting from the Private Placements.

How was the subscription price of $0.10 per share determined?

      Our board of directors determined the subscription price after
negotiations with the purchasers in the Private Placements, the price at which
our stockholders might be willing to participate in the rights offering,
historical and current trading prices for our common stock and the need to
provide an incentive to our stockholders to participate in the rights offering
on a pro rata basis. The subscription price for a subscription right is $0.10
per share. The subscription price does not necessarily bear any relationship to
the book value of our assets or our past operations, cash flows, losses,
financial condition, net worth, or any other established criteria used to value
securities. You should not consider the subscription price to be an indication
of the fair value of the common stock to be offered in the rights offering.

Am I required to exercise all of the rights I receive in the rights offering?

      No. You may exercise any number of your rights, or you may choose not to
exercise any rights. If you do not exercise any rights, the number of shares of
our common stock you own will not change. However, because shares are expected
to be purchased by other stockholders in the rights offering, your percentage
ownership after the exercise of the rights will be diluted.

How soon must I act to exercise my rights?

      The rights may be exercised beginning on the date of this prospectus
through the expiration date, which is [___________], 2008, at 5:00 p.m., Eastern
Time, unless extended by us. If you elect to exercise any rights, the
subscription agent must actually receive all required documents and payments
from you or your broker or nominee at or before the expiration date. Although we
have the option of extending the expiration date of the subscription period, we
currently do not intend to do so.

When will I receive my subscription rights agreement?

      Promptly after the date of this prospectus, the subscription agent will
send a subscription rights agreement to each registered holder of our common
stock as of 5:00 p.m., Eastern Time, on the record date, based on our
stockholder registry maintained at the transfer agent for our common stock
(other than to those stockholders of record who have contractually agreed with
us not to participate in the rights offering). If you hold your shares of common
stock through a brokerage account, bank, or other street name nominee, you will
not receive an actual subscription rights agreement. Instead, as described in
this prospectus, you must instruct your broker, bank, or other nominee whether
or not to exercise rights on your behalf. If you wish to obtain a separate
subscription rights agreement, you should promptly contact your broker, bank, or
other nominee and request a separate subscription rights agreement. It is not
necessary to have a physical subscription rights agreement to elect to exercise
your rights, if you hold your shares of common stock through a brokerage
account, bank, or other street name nominee. For further information regarding
exercising your rights if you hold shares of common stock through a brokerage
account, bank, or other street name nominee, please see "What should I do if I
want to participate in the rights offering, but my shares are held in the name
of my broker, dealer, or other nominee?" below, and the section entitled "Rights
Offering" below.

                                       2
May I transfer my rights?

      No. Should you choose not to exercise your subscription rights, you may
not sell, give away, or otherwise transfer your subscription rights.
Subscription rights will, however, be transferable by operation of law (for
example, upon the death of the recipient).

Are we requiring a minimum subscription to complete the rights offering?

      No.

Can the board of directors cancel, amend, or extend the rights offering?

      Yes. Our board of directors may decide to cancel or terminate the rights
offering at any time before the expiration of the rights offering and for any
reason. If our board of directors cancels or terminates the rights offering, we
will issue a press release notifying stockholders of the cancellation or
termination, and any money received from subscribing stockholders that has not
yet been remitted to the Company by the subscription agent, will be returned,
without interest or deduction, as soon as practicable. Once the subscription
agent releases payment for shares to us, our board of directors can no longer
cancel or terminate the offering as to any such shares. In the event that the
rights offering is cancelled or terminated, all funds received from
subscriptions by stockholders that have not yet been remitted to the Company by
the subscription agent will be returned.

      We may amend or extend the subscription period of the rights offering. The
period for exercising your subscription rights may be extended by our board of
directors, although we do not presently intend to do so.

Has our board of directors made a recommendation to our stockholders regarding
the rights offering?

      Our board of directors will not make any recommendation to stockholders
regarding the exercise of rights under the rights offering. You should make an
independent investment decision about whether or not to exercise your rights.

      Stockholders who exercise rights risk investment loss on new money
invested. We cannot assure you that the market price for our common stock will
be above the subscription price after you exercise your rights or that anyone
purchasing shares at the subscription price will be able to sell those shares in
the future at the same price or a higher price. If you do not exercise your
rights, you will lose any value represented by your rights and your percentage
ownership interest in the Company will be diluted. For more information on the
risks of participating in the rights offering, see the section of this
prospectus entitled "Risk Factors."

How do I exercise my rights? What form must be completed and what payment is
required to purchase the shares of common stock?

      If you wish to participate in the rights offering, you must take the
following steps, unless your shares are held by a broker, dealer, or other
nominee, including street name nominees:

      o     deliver payment to the subscription agent using the methods outlined
            in this prospectus; and

      o     deliver a properly completed subscription rights agreement to the
            subscription agent before 5:00 p.m., Eastern Time, on [___________],
            2008, unless extended.

      If you send a payment that is insufficient to purchase the number of
shares you requested, or if the number of shares you requested is not specified
in the subscription rights agreement, the payment received will be applied to
exercise your basic subscription right. Unless you have specified the number of
shares you wish to purchase upon exercise of your over-subscription right, any
payment in excess of that required to exercise your basic subscription right
will be applied as if you exercised your over-subscription amount to the extent
of such excess payment. If the payment exceeds the subscription price for the
full exercise of the basic and over-subscription rights (to the extent specified
by you), the excess will be returned to you as soon as practicable. You will not
receive interest on any payments refunded to you under the rights offering.

                                       3
When will I receive my new shares?

      With respect to the exercise of basic subscription rights, we may issue
shares shortly after the receipt of your executed subscription agreement and the
release to us by the subscription agent of the amount representing payment for
the shares for which you subscribed. Otherwise, if you purchase shares of common
stock in the rights offering, you will receive your new shares as soon as
practicable after the closing of the rights offering.

After I send in my payment and subscription rights agreement, may I change or
cancel my exercise of rights?

      No. Unless we give you a right of cancellation as a result of a
fundamental change (as determined by us) to the terms of the rights offering,
all exercises of rights are irrevocable, even if you later learn information
that you consider to be unfavorable to the exercise of your rights. You should
not exercise your rights unless you are certain that you wish to purchase
additional shares of our common stock at a price of $0.10 per share.

What should I do if I want to participate in the rights offering, but my shares
are held in the name of my broker, dealer, or other nominee?

      If you hold your shares of our common stock in the name of a broker,
dealer, or other nominee, then your broker, dealer, or other nominee is the
record holder of the shares you own. The record holder must exercise the rights
on your behalf for the shares of common stock you wish to purchase.

      If you wish to participate in the rights offering and purchase shares of
common stock, please promptly contact the record holder of your shares. We will
ask your broker, dealer, or other nominee to notify you of the rights offering.
You should instruct your broker, custodian bank or other nominee to exercise
your rights and deliver all documents and payment on your behalf before 5:00
p.m. Eastern Time, on [________], 2008.

      To indicate your decision with respect to your subscription rights, you
should complete and return to your broker, custodian bank, or other nominee the
form entitled "Beneficial Owners Election Form." You should receive this form
from your broker, custodian bank, or other nominee with the other rights
offering materials. If you wish to obtain a separate subscription rights
agreement, you should contact the nominee as soon as possible and request that a
separate subscription rights agreement be issued to you. You should contact your
broker, custodian bank, or other nominee if you do not receive this form, but
you believe you are entitled to participate in the rights offering.

How much money will the Company receive from the offering?

      If we sell all the shares being offered pursuant to the rights offering
pursuant to this prospectus, we will receive gross proceeds of $2.0 million,
before deducting the related offering expenses.

      See the sections of this prospectus entitled "Use of Proceeds" and "The
Rights Offering."

Are there risks in exercising my subscription rights?

      Yes. The exercise of your subscription rights involves risks. Exercising
your subscription rights means buying additional shares of our common stock and
should be considered as carefully as you would consider any other equity
investment. You should carefully read the section entitled "Risk Factors"
beginning on page 9 of this prospectus and the section entitled "Risk Factors"
in our Annual Report on Form 10-K for the year ended June 30, 2007, as amended,
and all other information included or incorporated herein by reference in this
prospectus in its entirety before you decide whether to exercise your rights.

How many shares of common stock will be outstanding after the shares offered
hereby?

      As of December 21, 2007, we had 89,179,049 shares of common stock issued
and outstanding. Assuming all rights are exercised in full, approximately
109,179,049 shares of our common stock will be outstanding immediately after
completion of the rights offering (excluding shares issued upon exercise of
options or other convertible securities).

                                       4
If the rights offering is not completed, will my subscription payment be
refunded to me?

      Yes. The subscription agent will hold all funds it receives in a
segregated bank account until we issue your shares of common stock to you. If
the rights offering is not completed, we will immediately instruct the
subscription agent to return your payment in full. If you own shares in "street
name," it may take longer for you to receive payment because the subscription
agent will send payments through the record holder of your shares. You will not
be credited interest on your payment.

Will the rights be listed on a stock exchange or quoted on an inter-dealer
quotation system?

      The rights themselves will not be listed on any stock exchange or
inter-dealer quotation system. Our common stock is quoted on the grey market
under the symbol "GTAX."

What fees or charges apply if I purchase shares of common stock?

      We are not charging any fee or sales commission to issue rights to you or
to issue shares to you if you exercise your rights. If you exercise your rights
through the record holder of your shares, you are responsible for paying any
fees your record holder may charge you.

What are the U.S. federal income tax consequences of exercising rights?

      A holder should not recognize income or loss for United States federal
income tax purposes in connection with the receipt or exercise of subscription
rights in the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see "Material United States Federal Income Tax Consequences."

To whom should I send my forms and payment?

      If your shares are held in the name of a broker, dealer, or other nominee,
then you should send your subscription documents, subscription rights agreement,
and payment to that record holder in accordance with the instructions you
receive from that record holder. If you are the record holder, then you should
send your subscription documents, subscription rights agreement, and payment by
hand delivery, first class mail, or courier service to:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      You are solely responsible for completing delivery to the subscription
agent of your subscription documents, subscription rights agreement, and
payment. We urge you to allow sufficient time for delivery of your subscription
materials to the subscription agent.

Whom should I contact if I have other questions?

      If you have other questions or need assistance, please contact Ted
Finkelstein, our Vice President and General Counsel at (845) 485-5278 or
Innisfree M&A Incorporated, the Information Agent at (212) 750-5837.

      For a more complete description of the rights offering, see "The Rights
Offering" beginning on page 17.

                                       5
SUMMARY

      This summary highlights information contained elsewhere in this prospectus
or incorporated by reference herein. This summary is not complete and may not
contain all of the information that you should consider before deciding whether
or not you should exercise your rights. You should read the entire prospectus
carefully, including the section entitled "Risk Factors" beginning on page 9 of
this prospectus and the section entitled "Risk Factors" in our Annual Report on
Form 10-K for the year ended June 30, 2007, as amended, and our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007 and all other information
included or incorporated herein by reference in this prospectus in its entirety
before you decide whether to exercise your rights.

Gilman + Ciocia, Inc.

      We were organized in 1981 under the laws of the State of New York and
reincorporated under the laws of the State of Delaware in 1993.

      Our principal executive offices are located at 11 Raymond Avenue,
Poughkeepsie, New York 12603, and our telephone number is (845) 486-0900. Our
website is www.gilcio.com. The information on our website does not constitute
part of this prospectus and should not be relied upon in connection with making
any investment in our securities. We have included our website address in this
prospectus as an inactive textual reference only.

      We provide federal, state and local tax preparation services to
individuals, predominantly in the middle and upper income tax brackets,
accounting services to small and midsize companies and financial planning
services, including securities brokerage, investment management services,
insurance and financing services. As of the date of this prospectus, we have 27
offices operating in four states (New York, New Jersey, Florida and
Pennsylvania).

      We also provide financial planning services through independently owned
and operated offices. As of the date of this prospectus, there are 66
independently owned and operated offices which are located in twelve states. We
believe we benefit from economies of scale associated with the aggregate
production of both offices owned by us and the independently owned offices.
The Rights Offering

Securities offered                         We are distributing to you, at no charge, one (1) non-transferable subscription right for
                                           every one (1) share of our common stock that you owned on the record date, either as a
                                           holder of record or, in the case of shares held of record by brokers, banks, or other
                                           nominees, on your behalf, as a beneficial owner of such shares, subject to adjustments to
                                           eliminate fractional rights. If all of the shares offered pursuant to both the basic and
                                           additional subscription rights are exercised in full, the gross proceeds from the rights
                                           offering will be $2.0 million.

Basic subscription right                   Each whole right gives you the opportunity to purchase up to four (4) shares of our
                                           common stock for $0.10 per share.

Additional subscription right              If you elect to exercise your basic subscription right in full, you may also subscribe
                                           for additional shares at the same subscription price per share. If an insufficient number
                                           of shares are available to satisfy fully the over-subscription right requests, the
                                           available shares will be distributed proportionately among rights holders who exercised
                                           their over-subscription right based on the number of shares each rights holder subscribed
                                           for under the basic subscription right. The subscription agent will return any excess
                                           payments by mail without interest or deduction promptly after the expiration of the
                                           rights offering.

Record date                                5:00 p.m. Eastern Time on [     ], 2008.
6
Expiration date                            5:00 p.m. Eastern Time on [___________], 2008, unless extended by us, in our sole
                                           discretion. Any rights not exercised at or before that time will expire without any
                                           payment to the holders of those unexercised rights.

Subscription price                         $0.10 per share, payable in cash.

Use of proceeds                            The proceeds from the rights offering is expected to be $2.0 million, before deducting
                                           expenses relating to the rights offering. We will use the proceeds of the rights offering
                                           to (i) pay the fees and expenses related to this rights offering and (ii) repay a portion
                                           of the amount we owe to Prime Partners, Inc. Michael Ryan, our Chief Executive Officer,
                                           is a director, an officer and a significant shareholder of Prime Partners, Inc. We will
                                           use any excess proceeds for general corporate purposes.

Non-transferability of rights              The subscription rights may not be sold, transferred, or assigned and will not be listed
                                           for trading on any stock exchange or market or quoted on any inter-dealer quotation
                                           system.

No board recommendation                    Our board of directors makes no recommendation to you about whether you should exercise
                                           any rights. You are urged to make an independent investment decision about whether to
                                           exercise your rights based on your own assessment of our business and the rights
                                           offering. Please see the section of this prospectus entitled "Risk Factors" for a
                                           discussion of some of the risks involved in investing in our common stock.

No revocation                              If you exercise any of your rights, you will not be permitted to revoke or change the
                                           exercise or request a refund of monies paid.

U.S. federal income tax considerations     A holder should not recognize income or loss for United States federal income tax
                                           purposes in connection with the receipt or exercise of subscription rights in the rights
                                           offering. You should consult your tax advisor as to the particular consequences to you of
                                           the rights offering. For a detailed discussion, see "Material United States Federal
                                           Income Tax Consequences."

Extension, cancellation and amendment      The period for exercising your subscription rights may be extended by our board of
                                           directors, although we do not presently intend to do so. Our board of directors may
                                           cancel or terminate the rights offering in its sole discretion at any time on or before
                                           the expiration of the rights offering for any reason (including, without limitation, a
                                           change in the market price of our common stock). Once the subscription agent releases
                                           payment for shares to us, our board of directors can no longer cancel or terminate the
                                           offering as to any such shares. In the event that the rights offering is cancelled or
                                           terminated, all funds received from subscriptions by stockholders that have not yet been
                                           remitted to the Company by the subscription agent will be returned. Interest will not be
                                           payable on any returned funds. We also reserve the right to amend the terms of the rights
                                           offering.

Procedure for exercising rights            If you are the record holder of shares of our common stock, to exercise your rights you
                                           must complete the subscription rights agreement and deliver it to the subscription agent,
                                           Corporate Stock Transfer, Inc., together with full payment for all the subscription
                                           rights you elect to exercise. The subscription agent must receive the proper forms and
                                           payments on or before the expiration of the rights offering. You may deliver the
                                           documents and payments by mail or commercial courier. If regular mail is used for this
                                           purpose, we recommend using registered mail, properly insured, with return receipt
                                           requested. If you are a beneficial owner of shares of our common stock, you should
                                           instruct your broker, custodian bank, or nominee in accordance with the procedures
                                           described in the section of this prospectus entitled "The Rights Offering -- Beneficial
                                           Owners."
7
Subscription agent                         Corporate Stock Transfer, Inc.

Information agent                          Innisfree M&A Incorporated

Questions                                  Questions regarding the rights offering should be directed to Ted Finkelstein, our Vice
                                           President and General Counsel at (845) 485-5278, or the Information Agent at (212)
                                           750-5799

Shares of common stock
outstanding before the rights
offering                                   [     ] shares as of [_______], 2008.

Shares of common stock
outstanding after completion of
the rights offering                        Assuming all rights are exercised in full, approximately [109,179,049] shares of our
                                           common stock will be outstanding immediately after completion of the rights offering
                                           (excluding shares issued upon exercise of options or other convertible securities).

Issuance of our common stock               If you purchase shares of common stock through the rights offering, we will issue
                                           certificates representing those shares to you or DTC on your behalf, as the case may be,
                                           as soon as practicable after the earlier to occur of (i) the subscription agent releasing
                                           the funds to us for such purchase and (ii) [____________, 2008,] the Expiration
                                           Date of the offering, which may be extended by us.

Risk factors                               Stockholders considering making an investment in the rights offering should consider the
                                           risk factors described in the section of this prospectus entitled "Risk Factors."

Fees and expenses                          We will bear the fees and expenses relating to the rights offering.

Grey market trading symbol for
common stock                               Shares of our common stock are currently quoted on the grey market under the symbol
                                           "GTAX," and the shares of common stock issued upon exercise of rights will be eligible
                                           for quotation on the grey market. The shares of common stock will not be eligible for
                                           trading on a stock exchange.
8
RISK FACTORS

      Investing in our securities involves a high degree of risk. You should
carefully consider the specific risks described below, the risks described in
our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, as
amended, and in our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007, which are incorporated herein by reference and any risk
factors set forth in our other filings with the SEC pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, before
making an investment decision. See the section of this prospectus entitled
"Where You Can Find More Information." Any of the risks we describe below or in
the information incorporated herein by reference could cause our business,
financial condition, or operating results to suffer. The market price of our
common stock could decline if one or more of these risks and uncertainties
develop into actual events. You could lose all or part of your investment.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition, or operating results. Some of the statements in
this section of the prospectus are forward-looking statements. For more
information about forward-looking statements, please see "Forward-Looking
Statements.

                         Risks Relating to Our Business

We have a history of losses and may incur losses in the future.

While we reported a profit for the fiscal year ended June 30, 2007, we incurred
losses in fiscal years 2006, 2005 and 2004 and may incur losses again in the
future. As of June 30, 2007, our accumulated deficit was $33.5 million. If we
fail to continue to earn profits, the value of your investment in our securities
may decline.

Certain stockholders, including some of our directors and officers, control a
substantial interest in us and thus may influence certain actions requiring a
vote of our stockholders.

On August 20, 2007, Michael Ryan (our Chief Executive Officer), Carole Enisman
(our Executive Vice President of Operations), Ted Finkelstein (our Vice
President and General Counsel), Dennis Conroy, Prime Partners, Inc. and Prime
Partners II, LLC (holding companies owned in part by Michael Ryan), Wynnefield
Small Cap Value Offshore Fund, Ltd., Wynnefield Partners Small Cap Value, L.P.,
Wynnefield Partners Small Cap Value, L.P.I and WebFinancial Corporation entered
into a stockholders agreement concerning the voting of their shares of our
common stock. As of the date of this prospectus these stockholders collectively
own approximately 68.9% of our issued and outstanding shares of common stock.
Pursuant to the stockholders agreement, these stockholders will have the ability
to influence certain actions requiring a stockholder vote, including the
election of directors. This concentration of ownership and control by these
stockholders could delay or prevent a change in our control or other action,
even when a change in control or other action might be in the best interests of
our other stockholders.

Our staggered board may entrench management, could prevent or delay a change of
control of our company and discourage unsolicited stockholder proposals or bids
for our common stock that may be in the best interests of our stockholders.

Our restated certificate of incorporation provides that our board of directors
is divided into three classes, serving staggered three-year terms. As a result,
at any annual meeting only a minority of our board of directors will be
considered for election. Since our "staggered board" would prevent our
stockholders from replacing a majority of our board of directors at any annual
meeting, it may entrench management, delay or prevent a change in our control
and discourage unsolicited stockholder proposals or unsolicited bids for our
common stock that may be in the best interests of our stockholders.

Making and integrating acquisitions could impair our operating results.

Our current business strategy is to actively pursue acquisitions of tax
preparation and accounting firms. Acquisitions involve a number of risks,
including: diversion of our management's attention from current operations;
disruption of our ongoing business; difficulties in integrating and retaining
all or part of the acquired business, its customers and its personnel; and the
effectiveness of the acquired company's internal controls and procedures. The
individual or combined effect of these risks could have an adverse effect on our
business. In paying for an acquisition, we may deplete our cash resources.
Furthermore, there is the risk that our valuation assumptions, customer

                                       9
retention expectations and our models for an acquired product or business may be
erroneous or inappropriate due to foreseen or unforeseen circumstances and
thereby cause us to overvalue an acquisition target. There is also the risk that
the contemplated benefits of an acquisition may not materialize as planned or
may not materialize within the time period or to the extent anticipated by us.

Our operations may be adversely affected if we are not able to expand our
financial planning business by hiring additional financial planners and opening
new offices.

If the financial planners that we presently employ or recruit do not perform
successfully, our operations may be adversely affected. We plan to continue to
expand in the area of financial planning, by expanding the business of presently
employed financial planners and by recruiting additional financial planners. Our
revenue growth will in large part depend upon the expansion of our existing
business and the successful integration and profitability of the recruited
financial planners. Our growth will also depend on the success of independent
financial planners who are recruited to join us. The financial planning channel
of our business has generated an increasing portion of our revenues during the
past few years, and if such channel does not continue to be successful, our
revenues may not increase.

Our consolidated financial statements do not include any adjustments that might
result due to our opening of new offices or from the uncertainties of a shift in
our business.

We may choose to open new offices. We incur significant expenses to build out a
new office and to purchase furniture, equipment and supplies when we open a new
office. We have found that a new office usually suffers a loss in its first year
of operation, shows no material profit or loss in its second year of operation
and does not attain profitability, if ever, until its third year of operation.
Therefore, our operating results could be materially adversely affected in any
year that we open a significant number of new offices. If the financial markets
deteriorate, our financial planning channel will suffer decreased revenues. Our
revenue and profitability may be adversely affected by declines in the volume of
securities transactions and in market liquidity, which generally result in lower
revenues from trading activities and commissions. Lower securities price levels
may also result in a reduced volume of transactions as well as losses from
declines in the market value of securities held in trading, investment and
underwriting positions. In periods of low volume, the fixed nature of certain
expenses, including salaries and benefits, computer hardware and software costs,
communications expenses and office leases, will adversely affect our
profitability. Sudden sharp declines in market values of securities and the
failure of issuers and counterparts to perform their obligations can result in
illiquid markets in which we may incur losses in our principal trading and
market making activities.

Our sale of 80,000,000 shares of common stock in August 2007 significantly
diluted the common stock ownership of our stockholders and could adversely
affect future prices of our common stock.

The significant dilution of the common stock ownership of existing stockholders
resulting from our August 2007 private placements could have an adverse effect
on the future price of the shares of our common stock and on the future volume
of the shares traded.

The quotation of our shares on the "grey market" could make trading in our
shares difficult for investors.

The shares of our common stock are traded over-the counter and quoted on the
"grey market". As a result, an investor may find it difficult to dispose of or
obtain accurate quotations as to the market value of our common stock.

The low trading volume of our common stock increases volatility, which could
impair our ability to obtain equity financing.

Low trading volume in our common stock increases volatility, which could result
in the impairment of our ability to obtain equity financing. As a result,
historical market prices may not be indicative of market prices in the future.
In addition, the stock market has recently experienced extreme stock price and
volume fluctuation. The market price of our common stock may be impacted by
changes in earnings estimates by analysts, economic and other external factors
and the seasonality of our business. Fluctuations or decreases in the trading
price of our common stock may adversely affect a stockholders' ability to buy
and sell our common stock and our ability to raise money in the future through
an offering of common stock.

                                       10
Internal Revenue Code Section 382 may limit our use of our net operating loss
carryforwards and could have a negative impact on our future tax liability.

Our ability to utilize our net operating losses ("NOLs") against future taxable
income, if any, would be substantially reduced if we were to undergo an
ownership change within the meaning of Section 382 of the Internal Revenue Code.
Based on the information available to us and reviewed by our management as of
December 21, 2007, we do not believe that our company has experienced an
ownership change as a result of the equity transactions we completed in August
2007. However, subsequent transfers of our common stock, including (without
limitation) the exercise of the subscription rights offered hereby, could result
in an ownership change for purposes of Section 382 and, consequently, a
limitations on the use of our NOLs. Therefore, there can be no assurance that
any NOLs will be able to be used by us to offset future taxable income or that
such NOLs will not become subject to limitation due to future ownership changes.

We had NOL carryforwards of $19.0 million at June 30, 2007, which expire
generally from 2017 to 2027. If we are unable to utilize our net operating loss
carryforwards, it would increase our tax liability which would have a material
adverse effect on our operating results.

Changing laws and regulations have resulted in increased compliance costs which
could affect our operating results.

Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002, and newly enacted
SEC regulations have created additional compliance requirements for companies
such as ours. We intend to continue to invest appropriate resources to comply
with evolving standards, and this investment has resulted and will likely
continue to result in increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities.

The expense and diversion of management attention which result from litigation
could have an adverse effect on our operating results and could harm our ability
to manage our business effectively.

There has been an increase in litigation and arbitration within the securities
industry in recent years, including class action suits seeking substantial
damages. If we were to be found liable to clients for misconduct alleged in
civil proceedings, our operations may be adversely affected. Many aspects of our
business involve substantial risks of liability. Broker-dealers such as our
subsidiary, Prime Capital Services, Inc. or PCS, are subject to claims by
dissatisfied clients, including claims alleging they were damaged by improper
sales practices such as unauthorized trading, churning, sale of unsuitable
securities, use of false or misleading statements in the sale of securities,
mismanagement and breach of fiduciary duty. Broker-dealers may be liable for the
unauthorized acts of their retail brokers and independent contractors if they
fail to adequately supervise their conduct. PCS is currently a
defendant/respondent in numerous such proceedings. PCS maintains securities
broker-dealer's professional liability insurance to insure against this risk,
but the insurance policy contains a deductible (presently $50,000) and a
cumulative cap on coverage (presently $3,000,000). In addition, certain
activities engaged in by broker-dealers may not be covered by such insurance.
The adverse resolution of any legal proceedings involving us could have a
material adverse effect on our business, financial condition, and results of
operations or cash flows.

The outcome of an SEC investigation could have a material affect on our
operating results.

On September 6, 2005, we received an informal inquiry from the SEC regarding
variable annuity sales by our registered representatives during the period
January 1, 2002 through August 1, 2005. On June 22, 2006, the SEC entered a
formal order of investigation. We cannot predict whether or not the
investigation will result in an enforcement action. Further, if there were an
enforcement action, we cannot predict whether or not our operating results would
be affected.

                                       11
Dependence on technology software and systems and our inability to provide
assurance that our systems will be effective could adversely affect our
operations.

As an information-financial services company with a broker-dealer subsidiary, we
are substantially dependent on technology software and systems and on the
internet to maintain customer records, effect securities transactions and
prepare and file tax returns. In the event that there is an interruption to our
systems due to internal systems failure or from an external threat, including
terrorist attacks, fire and extreme weather conditions, our ability to prepare
and file tax returns and to process financial transactions could be adversely
affected. We have offsite backup, redundant and remote failsafe systems in place
to safeguard against these threats but there can be no assurance that such
systems will be effective to prevent malfunction and adverse effects on our
operations.

We face substantial competition. If we fail to remain competitive, we may lose
customers and our results of operations would be adversely affected.

The financial planning and tax planning industries are highly competitive. If
our competitors create new products or technologies, or are able to take away
our customers, our results of operations may be adversely affected. Our
competitors include companies specializing in income tax preparation, as well as
companies that provide general financial services. Our principal competitors are
H&R Block and Jackson Hewitt in the tax preparation field and many well-known
national brokerage and insurance firms in the financial services field,
including Merrill Lynch and Citigroup. Many of these competitors have larger
market shares and significantly greater financial and other resources than us.
We may not be able to compete successfully with such competitors. Competition
could cause us to lose existing clients, adversely impact our ability to acquire
new clients and increase advertising expenditures, all of which could have a
material adverse effect on our business or operating results.

Additionally, federal and state governments may in the future become direct
competitors to our tax offerings. If federal and state governments provide their
own software and electronic filing services to taxpayers at no charge, it could
have a material adverse effect on our business, financial condition and results
of operations. The federal government has proposed legislation that could
further this initiative.

Government initiatives that simplify tax return preparation could reduce the
need for our services as a third party tax return preparer.

Many taxpayers seek assistance from paid tax return preparers such as us because
of the level of complexity involved in the tax return preparation and filing
process. From time to time, government officials propose measures seeking to
simplify the preparation and filing of tax returns or to provide additional
assistance with respect to preparing and filing such tax returns. The passage of
any measures that significantly simplify tax return preparation or otherwise
reduce the need for a third party tax return preparer could reduce demand for
our services, causing our revenues or profitability to decline.

Changes in the tax law that result in a decreased number of tax returns filed or
a reduced size of tax refunds could harm our business

From time to time, the United States Treasury Department and the Internal
Revenue Service adopt policy and rule changes and other initiatives that result
in a decrease in the number of tax returns filed or reduce the size of tax
refunds. Similar changes in the tax law could reduce demand for our services,
causing our revenues or profitability to decline.

The highly seasonal nature of our business presents a number of financial risks
and operational challenges which, if we fail to meet, could materially affect
our business.

Our business is highly seasonal. We generate substantially all of our tax
preparation revenues during tax season, which is the period from January 1
through April 30. The concentration of this revenue-generating activity during
this relatively short period presents a number of operational challenges for us
including: (i) cash and resource management during the first eight months of our
fiscal year, when we generally operate at a loss and incur fixed costs and costs
of preparing for the upcoming tax season; (ii) flexible staffing, because the
number of employees at our offices during the peak of tax season is much higher
than at any other time; (iii) accurate forecasting of revenues and expenses; and
(iv) ensuring optimal uninterrupted operations during peak season, which is the
period from late January through April.

                                       12
If we were unable to meet these challenges or were to experience significant
business interruptions during tax season, which may be caused by labor
shortages, systems failures, work stoppages, adverse weather or other events,
many of which are beyond our control, we could experience a loss of business,
which could have a material adverse effect on our business, financial condition
and results of operations.

Competition from departing employees and our inability to enforce contractual
non-competition and non-solicitation provisions could adversely affect our
operating results.

If a large number of our employees and financial planners departed and began to
compete with us, our operations may be adversely affected. Although we attempt
to restrict such competition contractually, as a practical matter, enforcement
of contractual provisions prohibiting small-scale competition by individuals is
difficult. In the past, departing employees and financial planners have competed
with us. They have the advantage of knowing our methods and, in some cases,
having access to our clients. No assurance can be given that we will be able to
retain our most important employees and financial planners or that we will be
able to prevent competition from them or successfully compete against them. If a
substantial amount of such competition occurs, the corresponding reduction of
revenue may materially adversely affect our operating results.

Departure of key personnel could adversely affect our operations.

If any of our key personnel were to leave our employ, our operations may be
adversely affected. We believe that our ability to implement our business
strategy successfully and to operate profitably depends on the continued
employment of James Ciocia, our Chairman of the Board, Michael Ryan, our
President and Chief Executive Officer, Ted Finkelstein, our Vice President and
General Counsel, Kathryn Travis, our Secretary, Carole Enisman, our Executive
Vice President of Operations, and Karen Fisher, our Chief Accounting Officer. If
any of these individuals becomes unable or unwilling to continue in his or her
present position with us, our business and financial results could be materially
adversely affected.

The decision not to pay dividends could impact the marketability of our common
stock.

Our decision not to pay dividends could negatively impact the marketability of
our common stock. Since our initial public offering of securities in 1994, we
have not paid dividends and we do not plan to pay dividends in the foreseeable
future. We currently intend to retain future earnings, if any, to finance our
growth. The release of restricted common stock may have an adverse affect on the
market price of our common stock

The release of various restrictions on the possible future sale of our common
stock may have an adverse affect on the market price of our common stock.

As of the date of this prospectus, approximately 84.2 million shares of our
common stock outstanding are "restricted securities" under Rule 144 of the
Securities Act of 1933, or Securities Act. In general, under Rule 144, a person
who has satisfied a one year holding period may, under certain circumstances,
sell, within any three month period, a number of shares of "restricted
securities" that do not exceed the greater of one percent of the then
outstanding shares of common stock or the average weekly trading volume of such
shares during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares of common stock by a person who
is not an "affiliate" (as defined in Rule 144) of us and who has satisfied a
two-year holding period, without any volume or other limitation.

If those security holders determine to sell a significant number of shares into
the market at any given time, there likely will not be sufficient demand in the
market to purchase the shares without a decline in the market price for our
common stock. Moreover, continuous sales into the market of a number of shares
in excess of the typical trading market for our common stock, or even the
availability of such a large number of shares, could continue to depress the
trading market for our common stock over an extended period of time.

                                       13
The general nature of the securities industry could materially affect our
business.

If a material risk inherent to the securities industry was to be realized, the
value of our common stock may decline. The securities industry, by its very
nature, is subject to numerous and substantial risks, including the risk of
declines in price level and volume of transactions, losses resulting from the
ownership, trading or underwriting of securities, risks associated with
principal activities, the failure of counterparties to meet commitments,
customer, employee or issuer fraud risk, litigation, customer claims alleging
improper sales practices, errors and misconduct by brokers, traders and other
employees and agents (including unauthorized transactions by brokers), and
errors and failure in connection with the processing of securities transactions.
Many of these risks may increase in periods of market volatility or reduced
liquidity. In addition, the amount and profitability of activities in the
securities industry are affected by many national and international factors,
including economic and political conditions, broad trends in industry and
finance, level and volatility of interest rates, legislative and regulatory
changes, currency values, inflation, and the availability of short-term and
long-term funding and capital, all of which are beyond our control.

Several current trends are also affecting the securities industry, including
increasing consolidation, increasing use of technology, increasing use of
discount and online brokerage services, greater self-reliance of individual
investors and greater investment in mutual funds. These trends could result in
our facing increased competition from larger broker-dealers, a need for
increased investment in technology, or potential loss of clients or reduction in
commission income. These trends or future changes could have a material adverse
effect on our business, financial condition, and results of operations or cash
flows.

Regulatory requirements of the securities industry could materially affect our
business.

The SEC, FINRA, the NYSE and various other regulatory agencies have stringent
rules with respect to the protection of customers and maintenance of specified
levels of net capital by broker-dealers. The regulatory environment in which we
operate is subject to change. We may be adversely affected as a result of new or
revised legislation or regulations imposed by the SEC, FINRA, other U.S.
governmental regulators and self regulatory organizations, or SROs. We also may
be adversely affected by changes in the interpretation or enforcement of
existing laws and rules by the SEC, other federal and state governmental
authorities and SROs.

PCS is subject to periodic examination by the SEC, FINRA, SROs and various state
authorities. PCS sales practice, operations, recordkeeping, supervisory
procedures and financial position may be reviewed during such examinations to
determine if they comply with the rules and regulations designed to protect
customers and protect the solvency of broker-dealers. Examinations may result in
the issuance of letters to PCS, noting perceived deficiencies and requesting PCS
to take corrective action. Deficiencies could lead to further investigation and
the possible institution of administrative proceedings, which may result in the
issuance of an order imposing sanctions upon PCS and/or their personnel.

Our business may be materially affected not only by regulations applicable to us
as a financial market intermediary, but also by regulations of general
application. For example, the volume and profitability of our or our clients'
trading activities in a specific period could be affected by, among other
things, existing and proposed tax legislation, antitrust policy and other
governmental regulations and policies (including the interest rate policies of
the Federal Reserve Board) and changes in interpretation or enforcement of
existing laws and rules that affect the business and financial communities.

System or network failures or breaches in connection with our services and
products could reduce our sales, impair our reputation, increase costs or result
in liability claims, and seriously harm our business.

Any disruption to our services and products, our own information systems or
communications networks or those of third-party providers upon whom we rely as
part of our own product offerings, including the internet, could result in the
inability of our customers to receive our products for an indeterminate period
of time. Our services may not function properly for any of the following
reasons:

      o     System or network failure;
      o     Interruption in the supply of power;
      o     Virus proliferation;
      o     Security breaches;
      o     Earthquake, fire, flood or other natural disaster; or
      o     An act of war or terrorism.

                                       14
Although we have made significant investments, both internally and with
third-party providers, in redundant and back-up systems for some of our services
and products, these systems may be insufficient or may fail and result in a
disruption of availability of our products or services to our customers. Any
disruption to our services could impair our reputation and cause us to lose
customers or revenue, or face litigation, customer service or repair work that
would involve substantial costs and distract management from operating our
business.

Failure to comply with laws and regulations that protect customers' personal
information could result in significant fines and harm our brand and reputation

We manage highly sensitive client information in all of our operating segments,
which is regulated by law. Problems with the safeguarding and proper use of this
information could result in regulatory actions and negative publicity, which
could adversely affect our reputation and results of operations.

          Risk Factors Relating to the Offering of Subscription Rights

The subscription price is not an indication of the value of our common stock.
You may not be able to sell common stock purchased in this offering at a price
equal to or greater than your subscription price.

The subscription price per share of common stock we are offering does not
necessarily bear any relationship to any established criteria for valuation such
as book value per share, cash flows, or earnings. As a result, you should not
consider the subscription price as an indication of the current value of our
common stock. We cannot assure you that you will be able to sell common stock
purchased in this offering at a price equal to or greater than the subscription
price.

Your percentage ownership of us may be diluted.

If you do not exercise your subscription rights and shares of common stock are
purchased by other stockholders or investors in this offering, your
proportionate voting and ownership interest will be reduced. The percentage that
your original shares of common stock represents of our outstanding common stock
after exercise of the subscription rights will also be diluted. For example, if
you own 100,000 shares of common stock before this offering, or approximately
0.11% of our outstanding common stock, and you exercise none of your
subscription rights while all other subscription rights are exercised by other
stockholders, your percentage ownership would be reduced to approximately 0.09%.
The magnitude of the reduction of your percentage ownership will depend upon the
number of shares of common stock you hold and the extent to which you exercise
your subscription rights.

Once you exercise your subscription rights, you may not revoke the exercise even
if there is a decline in the price of our common stock or if we decide to extend
the expiration date of the subscription period.

The public trading market price of our common stock may decline after you elect
to exercise your subscription rights. If that occurs, you will have committed to
buy our common stock at a price which may be above the prevailing market price
and could result in you having an immediate unrealized loss. We may also, in our
sole discretion, extend the expiration date of the subscription period. During
any potential extension of time, the value of our common stock may decline. If
the expiration date is extended after you send in your subscription forms and
payment, you still may not revoke or change your exercise of rights.

You may not be able to sell your shares of common stock immediately upon
expiration of the rights offering.

Until certificates are delivered, or your account is credited for the purchased
shares after expiration of the rights offering, you may not be able to sell the
shares of our common stock that you purchase in the rights offering.
Certificates representing shares of our common stock that you purchased will be
delivered and/or your account will be credited as soon as practicable after the
earlier to occur of (i) the subscription agent releasing the funds to us for
such purchase and (ii) [____________, 2008,] the Expiration Date of the
offering, which may be extended by us.

                                       15
The rights offering may be canceled and funds returned without interest.

If we cancel this offering or if we are not able to fulfill your full
oversubscription, we will not have any obligation with respect to the
subscription rights except to return to you, without interest, any subscription
payments and/or oversubscription payments you made that were not used to
purchase common stock.

You will not earn interest on any funds delivered to us to exercise your
subscription rights.

We will not pay you interest on funds delivered to us pursuant to your exercise
of rights regardless of the length of time during which we hold your
subscription payment.

You may not want to exercise your rights, as the proceeds of this offering may
be used to make acquisitions or investments that you may not have the
opportunity to approve.

We expect that the net cash proceeds from this offering will be used for general
corporate purposes, working capital, to make acquisitions of, or investments in,
businesses in related or unrelated fields. We have not identified any specific
acquisitions or control investments at this time. If you exercise your rights,
you may not have an opportunity to evaluate the specific merits or risks of any
potential future acquisitions or investments. As a result, you may be entirely
dependent on our broad discretion and judgment in the selection of potential
future acquisitions and investments.

                           FORWARD-LOOKING STATEMENTS

      This prospectus and documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts, but rather are based on current
expectations, estimates and projections about our business and industry, our
beliefs and assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are based on our current plans and expectations and involve known and
unknown risks and uncertainties over which we have no control, that could cause
actual future activities and results of operations to be materially different
from those set forth in or implied by the forward-looking statements. Important
information regarding risks and uncertainties is also set forth elsewhere in
this document, including in those described in "Risk Factors" beginning on page
9, as well as elsewhere in this prospectus and in documents incorporated by
reference into this prospectus. You are cautioned not to place undue reliance on
these forward-looking statements. Although we believe the expectations reflected
in the forward-looking statements at the time they are made are reasonable, we
cannot guarantee future results, levels of activity, performance, or
achievements. Moreover, the forward-looking statements reflect our management's
view only as of the date of this prospectus or as of the date of any document
incorporated by reference into this prospectus. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements. We
undertake no obligation to update these statements or publicly release the
results of any revisions to the forward-looking statements that we may make to
reflect events or circumstances after the date of this prospectus or the date of
any document incorporated into this prospectus or to reflect the occurrence of
unanticipated events.

                                 USE OF PROCEEDS

      The net proceeds to us from the sale of our common stock offered in the
rights offering is estimated to be approximately $2.0 million which assumes the
sale of all shares offered hereby, less the estimated offering expenses of
approximately $105,000.00. We will use the proceeds of the rights offering to
(i) pay the fees and expenses related to this rights offering and (ii) repay a
portion of the amount we owe to Prime Partners, Inc. Michael Ryan, our Chief
Executive Officer, is a director, an officer and a significant shareholder of
Prime Partners, Inc. We will use any excess proceeds for general corporate
purposes.

                                       16
THE RIGHTS OFFERING

      Before exercising any subscription rights, you should read carefully the
information set forth under "Risk Factors" beginning on page 9.

The Rights

The Subscription Rights

Basic Subscription Rights

      We are distributing to you, at no cost, one (1) non-transferable
subscription right for each one (1) share of our common stock that you owned as
a holder of record of shares of our common stock on [_________, 2008.] Each
subscription right entitles you to purchase up to four (4) shares of common
stock for $0.10 per share. If you wish to exercise your subscription rights, you
must do so before 5:00 p.m., Eastern Time, on _______________. Unless we decide
to extend the offering, after the expiration date, the subscription rights will
expire and will no longer be exercisable.

      You will receive certificates representing the shares that you purchase
pursuant to your subscription rights as soon as practicable after the earlier to
occur of (i) the subscription agent releasing the funds to us for such
purchase and (ii) [____________, 2008,] the Expiration Date of the offering,
which may be extended by us.

      Over-Subscription Rights

      Subject to the allocation described below, each basic subscription right
also grants the holder an over-subscription right to purchase additional shares
of our common stock that are not purchased by other rights holders pursuant to
their basic subscription rights. You are entitled to exercise your
over-subscription right only if you exercise your basic subscription right in
full.

      We do not expect that all of our stockholders will exercise all of their
basic subscription rights. In addition, only approximately 19,109,800 shares of
common stock will be issued by us if all of the basic subscription rights are
exercised in full by stockholders who will be receiving rights in this offering.
By extending over-subscription rights to our stockholders, we are providing for
the purchase of those shares that are not purchased through exercise of basic
subscription rights. The over-subscription right of each subscription right
entitles you, if and when you fully exercise your basic subscription right, to
subscribe for additional shares of common stock at the subscription price.

      If you wish to exercise your over-subscription right, you should indicate
the number of additional shares that you would like to purchase in the space
provided on your subscription rights agreement. When you send in your
subscription rights agreement, you must also send the full purchase price for
the number of additional shares that you have requested to purchase (in addition
to the payment due for shares purchased through your basic subscription right).
If the number of shares remaining after the exercise of all basic subscription
rights is not sufficient to satisfy all requests for shares pursuant to
over-subscription rights, you will be allocated additional shares (subject to
elimination of fractional shares) in the proportion which the number of shares
you purchased through the basic subscription right bears to the total number of
shares that all over-subscribing shareholders purchased through the basic
subscription right. However, if your pro-rata allocation exceeds the number of
shares you requested on your subscription rights agreement, then you will
receive only the number of shares that you requested, and the remaining shares
from your pro-rata allocation will be divided among other rights holders
exercising their over-subscription rights.

      As soon as practicable after the expiration date, the subscription agent
will determine the number of shares of common stock that you may purchase
pursuant to the over-subscription right. You will receive certificates
representing these shares as soon as practicable after the expiration date and
after all allocations and adjustments have been effected. If you request and pay
for more shares than are allocated to you, we will refund the overpayment,
without interest. In connection with the exercise of the over-subscription
right, banks, brokers and other nominee holders of subscription rights who act
on behalf of beneficial owners will be required to certify to us and to the
subscription agent as to the aggregate number of subscription rights exercised,
and the number of shares of common stock requested through the over-subscription
right, by each beneficial owner on whose behalf the nominee holder is acting.

                                       17
Reasons for the Rights Offering; Determination of Subscription Price

      Our board of directors set all of the terms and conditions of this
offering, including the subscription price. The subscription price was set at
the same price as the shares we sold in the Private Placements that we
consummated in August 2007. Our board of directors determined that the
subscription price should be designed to provide an incentive to our current
stockholders to exercise their rights in this rights offering. Our board of
directors determined the subscription price after negotiations with the
purchasers in the Private Placements, the price at which our stockholders might
be willing to participate in the rights offering, historical and current trading
prices for our common stock and the need to provide an incentive to our
stockholders to participate in the rights offering on a pro rata basis. We did
not seek or obtain any opinion of financial advisors or investment bankers in
establishing the subscription price for the offering. You should not consider
the subscription price as an indication of the value of the Company or our
common stock. We cannot assure you that you will be able to sell shares
purchased during this offering at a price equal to or greater than the
subscription price. On December 21, 2007, the closing price of our common stock
was $0.30 per share.

Expiration of the Rights Offering and Extensions, Amendments, Rejection and
Termination

      You may exercise your subscription rights at any time before 5:00 p.m.,
Eastern Time, on [___________], 2008, the expiration date of the rights
offering, unless extended. We may, in our sole discretion, extend the time for
exercising the subscription rights.

      We will extend the duration of the rights offering as required by
applicable law, and may choose to extend it if we decide that changes in the
market price of our common stock warrant an extension or if we decide to give
investors more time to exercise their subscription rights in the rights
offering. We may extend the expiration date of the rights offering by giving
oral or written notice to the subscription agent and information agent on or
before the scheduled expiration date. If we elect to extend the expiration of
the rights offering, we will issue a press release announcing such extension no
later than 9:00 a.m., Eastern Time, on the next business day after the most
recently announced expiration date.

      We reserve the right, in our sole discretion, to (i) amend or modify the
terms of the rights offering, and (ii) reject, in whole or in part, any
subscription exercises for any reason, including, but not limited to, our
determination that acceptance of an exercise of a subscription right could
adversely impact our ability to utilize our NOLs.

      If you do not exercise your subscription rights before the expiration date
of the rights offering, your unexercised subscription rights will be null and
void and will have no value. We will not be obligated to honor your exercise of
subscription rights if the subscription agent receives the documents relating to
your exercise after the rights offering expires, regardless of when you
transmitted the documents.

Non-Transferability of the Rights

      Except in the limited circumstances described below, only you may exercise
the basic subscription right and the over-subscription right. You may not sell,
give away, or otherwise transfer the basic subscription right or the
over-subscription right.

      Notwithstanding the foregoing, your rights may be transferred by operation
of law. For example, a transfer of rights to the estate of the recipient upon
the death of the recipient would be permitted. If the rights are transferred as
permitted, evidence satisfactory to us that the transfer was proper must be
received by us before the expiration date of the rights offering. In addition,
you may transfer your rights to any of your affiliates. As used in this offering
for this purpose, an affiliate means any person (including a partnership,
corporation or other legal entity such as a trust or estate), which controls, is
controlled by or is under common control with you.

Method of Subscription - Exercise of Rights

      If you are a record holder of shares of our common stock, you may exercise
your subscription rights by delivering the following to the subscription agent,
at or before 5:00 p.m., Eastern Time, on [___________], 2008, the expiration
date of the rights offering, unless extended:

                                       18
o     Your properly completed and executed subscription rights agreement
            with any required signature guarantees or other supplemental
            documentation; and

      o     Your full subscription price payment for each share subscribed for
            under your subscription rights.

      If you are a beneficial owner of shares of our common stock whose shares
are registered in the name of a broker, custodian bank, or other nominee, you
should instruct your broker, custodian bank or other nominee to exercise your
rights and deliver all documents and payment on your behalf before 5:00 p.m.,
Eastern Time, on [___________], 2008, the expiration date of the rights
offering, unless extended.

      Your subscription rights will not be considered exercised unless the
subscription agent receives from you, your broker, custodian, or nominee, as the
case may be, all of the required documents and your full subscription price
payment before 5:00 p.m., Eastern Time, on [___________], 2008, the expiration
date of the rights offering, unless extended.

Method of Payment

      Your payment of the subscription price must be made in United States
dollars for the full number of shares of common stock for which you are
subscribing by cashier's or certified check or bank draft drawn upon a United
States bank or any postal, telegraphic, or express money order payable to the
subscription agent. Personal checks will not be accepted.

Receipt of Payment

      Your payment will be considered received by the subscription agent only
upon receipt by the subscription agent of any cashier's or certified check or
bank draft drawn upon a United States bank or of any postal, telegraphic, or
express money order.

Delivery of Subscription Materials and Payment

      You should deliver your subscription rights agreement and payment of the
subscription price to the subscription agent by one of the methods described
below:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      Your delivery to an address or by any method other than as set forth above
will not constitute valid delivery.

Calculation of Subscription Rights Exercised

      If you do not indicate the number of subscription rights being exercised,
or if you do not forward full payment of the total subscription price payment
for the number of subscription rights that you indicate are being exercised,
then you will be deemed to have exercised your basic subscription right with
respect to the maximum number of subscription rights that may be exercised with
the aggregate subscription price payment you delivered to the subscription
agent. Unless you have specified the number of shares you wish to purchase upon
exercise of your over-subscription right, any payment in excess of that required
to exercise your basic subscription right will be applied as if you exercised
your over-subscription amount to the extent of such excess payment. If the
payment exceeds the subscription price for the full exercise of the basic and
over-subscription rights (to the extent specified by you), the excess will be
returned to you as soon as practicable. You will not receive interest on any
payments refunded to you under the rights offering.

                                       19
Your Funds Will Be Held by the Subscription Agent until Shares of Our Common
Stock Are Issued

      The subscription agent will hold your payment of the subscription price in
a segregated account with other payments received from other subscription rights
holders until we issue your shares of our common stock to you. With respect to
exercises of basic subscription rights, we may issue shares shortly after
receipt of your executed subscription agreement and the release to us by the
subscription agent of the amount representing payment for the shares for which
you subscribed. Such shares may be issued to you prior to the expiration date of
the rights offering.

Medallion Guarantee May Be Required

      Your signature on each subscription rights agreement must be guaranteed by
an eligible institution, such as a member firm of a registered national
securities exchange or a member of FINRA, or a commercial bank or trust company
having an office or correspondent in the United States, subject to standards and
procedures adopted by the subscription agent, unless:

      o     Your subscription rights agreement provides that shares are to be
            delivered to you as record holder of those subscription rights; or

      o     You are an eligible institution.

Notice to Brokers and Nominees

      If you are a broker, a trustee, or a depositary for securities who holds
shares of our common stock for the account of others on [___________], 2008, the
record date, you should notify the respective beneficial owners of such shares
of the rights offering as soon as possible to find out their intentions with
respect to exercising their subscription rights. You should obtain instructions
from the beneficial owner with respect to their subscription rights, as set
forth in the instructions we have provided to you for your distribution to
beneficial owners. If the beneficial owner so instructs, you should complete the
appropriate subscription rights agreements and submit them to the subscription
agent with the proper payment. If you hold shares of our common stock for the
account(s) of more than one beneficial owner, you may exercise the number of
subscription rights to which all such beneficial owners in the aggregate
otherwise would have been entitled had they been direct record holders of our
common stock on the record date, provided that you, as a nominee record holder,
make a proper showing to the subscription agent by submitting the form entitled
"Nominee Holder Certification" that we was provided to you with your rights
offering materials. If you did not receive this form, you should contact the
subscription agent to request a copy.

Beneficial Owners

      If you are a beneficial owner of shares of our common stock or will
receive your subscription rights through a broker, custodian bank, or other
nominee, we will ask your broker, custodian bank, or other nominee to notify you
of the rights offering. If you wish to exercise your subscription rights, you
will need to have your broker, custodian bank, or other nominee act for you. If
you hold certificates of our common stock directly and would prefer to have your
broker, custodian bank, or other nominee act for you, you should contact your
nominee and request it to effect the transactions for you. To indicate your
decision with respect to your subscription rights, you should complete and
return to your broker, custodian bank, or other nominee the form entitled
"Beneficial Owners Election Form." You should receive this form from your
broker, custodian bank, or other nominee with the other rights offering
materials. If you wish to obtain a separate subscription rights agreement, you
should contact the nominee as soon as possible and request that a separate
subscription rights agreement be issued to you. You should contact your broker,
custodian bank, or other nominee if you do not receive this form, but you
believe you are entitled to participate in the rights offering. We are not
responsible if you do not receive the form from your broker, custodian bank, or
nominee or if you receive it without sufficient time to respond.

Instructions for Completing Your Subscription Rights Agreement

      You should read and follow the instructions accompanying the subscription
rights agreements carefully.

                                       20
You are responsible for the method of delivery of your subscription rights
agreement(s) with your subscription price payment to the subscription agent. If
you send your subscription rights agreement(s) and subscription price payment by
mail, we recommend that you send them by registered mail, properly insured, with
return receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time the rights offering
expires. You must pay, or arrange for payment, by means of a certified or
cashier's check or wire transfer of funds. Personal checks will not be accepted.

Determinations Regarding the Exercise of Your Subscription Rights

      We will decide all questions concerning the timeliness, validity, form,
and eligibility of the exercise of your subscription rights and any such
determinations by us will be final and binding. We, in our sole discretion, may
waive, in any particular instance, any defect or irregularity, or permit, in any
particular instance, a defect or irregularity to be corrected within such time
as we may determine. We will not be required to make uniform determinations in
all cases. We may reject the exercise of any of your subscription rights because
of any defect or irregularity. We will not accept any exercise of subscription
rights until all irregularities have been waived by us or cured by you within
such time as we decide, in our sole discretion.

      Neither we, the subscription agent, nor the information agent will be
under any duty to notify you of any defect or irregularity in connection with
your submission of subscription rights agreements, and we will not be liable for
failure to notify you of any defect or irregularity. We reserve the right to
reject your exercise of subscription rights if your exercise is not in
accordance with the terms of the rights offering or in proper form. We will also
not accept the exercise of your subscription rights if our issuance of shares of
our common stock to you could be deemed unlawful under applicable law.

Material United States Federal Income Tax Consequences

      A holder should not recognize income or loss for United States federal
income tax purposes in connection with the receipt or exercise of subscription
rights in the rights offering. You should consult your tax advisor as to the
particular consequences to you of the rights offering. For a detailed
discussion, see "Material United States Federal Income Tax Consequences."

Regulatory Limitation

      We will not be required to issue shares of our common stock to you
pursuant to the rights offering if, in our opinion, you would be required to
obtain prior clearance or approval from any state or federal regulatory
authorities to own or control such shares if, at the time the rights offering
expires, you have not obtained such clearance or approval.

Questions about Exercising Subscription Rights

      If you have any questions or require assistance regarding the method of
exercising your subscription rights or requests for additional copies of this
document or the Instructions for Use of Gilman + Ciocia, Inc. Subscription
Rights Agreements, you should contact the information agent at the address and
telephone number set forth above under "Questions and Answers relating to the
Rights Offering" included elsewhere in this prospectus.

Subscription Agent and Information Agent

      We have appointed Corporate Stock Transfer, Inc. to act as subscription
agent and Innisfree M&A Incorporated to act as information agent for the rights
offering. You should direct any questions or requests for assistance concerning
the method of subscribing for the shares of common stock or for additional
copies of this prospectus to the information agent.

Fees and Expenses

      We will pay all fees charged by the subscription agent and the information
agent. You are responsible for paying any other commissions, fees, taxes or
other expenses incurred in connection with the exercise of the rights. Neither
we nor the subscription agent will pay such expenses.

                                       21
No Revocation

      Once you have exercised your subscription rights, you may not revoke your
exercise. Subscription rights not exercised before the expiration date of the
rights offering will expire and will have no value.

Procedures for DTC Participants

      We expect that the exercise of your basic subscription right and your
over-subscription right may be made through the facilities of the Depository
Trust Company. If your subscription rights are held of record through DTC, you
may exercise your basic subscription right and your over-subscription right by
instructing DTC to transfer your subscription rights from your account to the
account of the subscription agent, together with certification as to the
aggregate number of subscription rights you are exercising and the number of
shares of our common stock you are subscribing for under your basic subscription
right and your over-subscription right, if any, and your subscription price
payment for each share of our common stock that you subscribed for pursuant to
your basic subscription right and your over-subscription right.

Subscription Price

      The subscription price is $0.10 per share.

Cancellation of Rights

      Our board of directors may cancel the rights offering, in whole or in
part, in its sole discretion at any time before the time the rights offering
expires for any reason (including a change in the market price of our common
stock). Once the subscription agent releases payment for shares to us, our board
of directors can no longer cancel or terminate the offering as to any such
shares. In the event that the rights offering is cancelled or terminated, all
funds received from subscriptions by stockholders that have not yet been
remitted to the Company by the subscription agent will be returned. Interest
will not be payable on any returned funds.

No Board Recommendation

      An investment in shares of our common stock must be made according to each
investor's evaluation of his own best interests and after considering all of the
information herein, including the "Risk Factors" section of this prospectus.
Neither we nor our board of directors nor their financial advisors make any
recommendation to subscription rights holders regarding whether they should
exercise or sell their subscription rights.

             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      The following discussion is a summary of the material United States
Federal income tax consequences of the rights offering to holders of our common
stock. This discussion assumes that the holders of our common stock hold such
common stock as a capital asset for United States Federal income tax purposes.
This discussion is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations promulgated thereunder, Internal Revenue Service rulings
and pronouncements and judicial decisions in effect on the date hereof, all of
which are subject to change (possibly with retroactive effect) and to differing
interpretations. This discussion applies only to holders that are United States
persons and does not address all aspects of United States federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code, including, without limitation, holders who are
dealers in securities or foreign currency, foreign persons, insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold our common stock as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired our common stock pursuant to the exercise
of compensatory stock options or otherwise as compensation.

      We have not sought, and will not seek, an opinion of counsel or a ruling
from the Internal Revenue Service regarding the United States Federal income tax
consequences of the rights offering or the related share issuance. The following
summary does not address the tax consequences of the rights offering or the
related share issuance under foreign, state, or local tax laws. ACCORDINGLY,
EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO
THE PARTICULAR TAX CONSEQUENCES OF THE RIGHTS OFFERING AND THE RELATED SHARE
ISSUANCE TO SUCH HOLDER.

                                       22
The United States Federal income tax consequences to a holder of our
common stock of the receipt and exercise of subscription rights under the rights
offering should be as follows:

      1. A holder should not recognize taxable income for United States Federal
income tax purposes in connection with the receipt of subscription rights in the
rights offering.

      2. Except as provided in the following sentence, a holder's tax basis in
the subscription rights received in the rights offering should be zero. If
either (i) the fair market value of the subscription rights on the date such
subscription rights are distributed is equal to at least 15% of the fair market
value on such date of the common stock with respect to which the subscription
rights are received or (ii) the holder elects, in its United States Federal
income tax return for the taxable year in which the subscription rights are
received, to allocate part of its tax basis in such common stock to the
subscription rights, then upon exercise of the subscription rights, the holder's
tax basis in the common stock should be allocated between the common stock and
the subscription rights in proportion to their respective fair market values on
the date the subscription rights are distributed. A holder's holding period for
the subscription rights received in the rights offering should include the
holder's holding period for the common stock with respect to which the
subscription rights were received.

      3. A holder which allows the subscription rights received in the rights
offering to expire should not recognize any gain or loss, and the tax basis in
the common stock owned by such holder with respect to which such subscription
rights were distributed should be equal to the tax basis in such common stock
immediately before the receipt of the subscription rights in the rights
offering.

      4. A holder should not recognize any gain or loss upon the exercise of the
subscription rights received in the rights offering. The tax basis in the common
stock acquired through exercise of the subscription rights should equal the sum
of the subscription price for the common stock and the holder's tax basis, if
any, in the rights as described above. The holding period for the common stock
acquired through exercise of the subscription rights should begin on the date
the subscription rights are exercised.

                          DESCRIPTION OF CAPITAL STOCK

General

      Our authorized capital stock consists of 500,100,000 shares of which
500,000,000 shares are par value $.01 per share common stock and 100,000 shares
are par value $.001 per share preferred stock. As of December 21, 2007 there
were 89,179,049 shares of common stock issued and outstanding and no shares of
preferred stock outstanding.

Common Stock

      Holders of common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally available
funds. In any liquidation, dissolution or winding up of our company, each
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock.

      Holders of common stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
common stock. The rights of the holders of common stock are subject to any
rights that may be fixed for holders of preferred stock, when and if any
preferred stock is issued. All outstanding shares of common stock are, and the
shares underlying all outstanding options, upon payment of the exercise price as
contemplated by the options, will be, duly authorized, validly issued, fully
paid and non-assessable.

                                       23
Preferred Stock

      Our Board is authorized, without further action by the stockholders, to
issue 100,000 shares of preferred stock from time to time in one or more series
and to fix the rights, preferences, privileges and restrictions of these shares,
including terms relating to dividend rates, redemption rates and prices,
liquidation preferences and voting, sinking fund and conversion rights. The
rights and terms relating to any new series of preferred stock could adversely
affect the voting power or other rights of the holders of common stock or could
be utilized, in certain circumstances, as a method of discouraging, delaying or
preventing a change in control. Any issuances of preferred stock could adversely
affect the rights of the holders of common stock by, among other things,
establishing preferential dividends, liquidation rights or voting powers.

Stock Options

      As of December 21, 2007, there were 439,500 stock options outstanding.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado
80209, (303) 282-4800.

Section 203 of the Delaware General Corporation Law

      As a corporation organized under the laws of the State of Delaware, we are
subject to Section 203 of the state's General Corporation Law, an anti-takeover
law. Generally, Section 203 of the Delaware General Corporation Law prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless:

      o     before the date of the business combination, the business
            combination or the transaction that resulted in the stockholder's
            becoming an interested stockholder is approved by the board of
            directors of the corporation;

      o     upon consummation of the transaction that resulted in the
            stockholder's becoming an interested stockholder, the interested
            stockholder owns at least 85% of the voting stock outstanding at the
            time the transaction commenced; or

      o     on or after the date of the business combination, it is approved by
            the board and by the affirmative vote of at least 66 2/3% of the
            outstanding voting stock that is not owned by the interested
            stockholder.

      A "business combination" includes mergers, asset sales, and other
transactions resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's outstanding voting stock, other than a stockholder who owns 15% or
more of our outstanding voting stock prior to our becoming subject to Section
203. The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.

                                       24
PLAN OF DISTRIBUTION

      On or about [___________], 2008, we will distribute the rights,
subscription rights agreements, and copies of this prospectus to individuals who
owned shares of common stock on [___________], 2008. If you wish to exercise
your rights and purchase shares of common stock, you should complete the
subscription rights agreement and return it with payment for the shares, to the
subscription agent, Corporate Stock Transfer, Inc., at the following address:

                      By Mail, Overnight Courier or By Hand

                         Corporate Stock Transfer, Inc.
                               Attn: Carylyn Bell
                    3200 Cherry Creek Drive South, Suite 4308
                                Denver, CO 80209

      See further the section of this prospectus entitled "The Rights Offering."
If you have any questions, you should contact the information agent, Innisfree
MA& Incorporated, at 501 Madison Avenue, New York, New York, tel: (212)
750-5837.

      Other than as described herein, we do not know of any existing agreements
between any stockholder, broker, dealer, underwriter, or agent relating to the
sale or distribution of the underlying common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance with these requirements, we
are required to file periodic reports and other information with the United
States Securities and Exchange Commission. The reports and other information
filed by us with the SEC may be inspected and copied at the public reference
facilities maintained by the SEC as described below.

      You may copy and inspect any materials that we file with the SEC at the
SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for further information about the operation of the
public reference rooms. The SEC also maintains an internet website at
http://www.sec.gov that contains our filed reports, proxy and information
statements, and other information that we file electronically with the SEC.
Additionally, we make these filings available, free of charge, on our website at
www.gilcio.com as soon as reasonably practicable after we electronically file
such materials with, or furnish them to, the SEC. The information on our
website, other than these filings, is not, and should not be, considered part of
this prospectus, is not incorporated by reference into this document, and should
not be relied upon in connection with making any investment decision with
respect to our common stock.

      You may also request a copy of any Securities Exchange Commission filings,
and any information required by Rule 144A(d)(4) under the Securities Act during
any period in which we are not subject to Section 13 or 15(d) of the Exchange
Act, at no cost, by contacting:

                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
Attention: Ted H. Finkelstein, Vice President and General Counsel (845) 486-0900

                                       25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      We disclose important information to you by referring you to documents
that we have previously filed with the SEC. The information incorporated by
reference is considered to be part of this prospectus. We incorporate by
reference the documents listed below into this prospectus:

      o     Our Annual Report on Form 10-K for the fiscal year ended June 30,
            2007, filed with the SEC on September 28, 2007;

      o     Our Annual Report on Form 10-K/A for the fiscal year ended June 30,
            2007, filed with the SEC on October 5, 2007;

      o     Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 2007, filed with the SEC on November 14, 2007: and

      o     Our Current Reports on Form 8-K filed with the SEC on July 10, 2007,
            July 25, 2007, August 24, 2007 and September 28, 2007.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus is modified or superseded for
purposes of the prospectus to the extent that a statement contained in this
prospectus modifies or supersedes such statement. Any statement so modified or
superseded does not, except as so modified or superseded, constitute a part of
this prospectus.

      You may request a copy of these filings, at no cost, by written or oral
request made to us at the following address or telephone number:

                              Gilman + Ciocia, Inc.
                                11 Raymond Avenue
                          Poughkeepsie, New York 12603
                                 (845) 486-0900
        Attention: Ted H. Finkelstein, Vice President and General Counsel

                                  LEGAL MATTERS

      The validity of the subscription rights and the common stock issuable upon
subscription of the rights will be passed upon for us by Blank Rome LLP.

                                     EXPERTS

      The consolidated balance sheets of the Company and its subsidiaries as of
June 30, 2007 and 2006, and the related consolidated statements of operations,
shareholders' deficit, and cash flows for each of the years in the two-year
period ended June 30, 2007 have been incorporated by reference herein in
reliance upon the reports of Sherb & Co., LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.

      The consolidated statements of operations, shareholders' deficit, and cash
flows of the Company and its subsidiaries for the year ended June 30, 2005, have
been incorporated by reference herein in reliance upon the report of Radin,
Glass & Co., LLP, independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

                                       26
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The expenses relating to the registration of the securities registered
hereby will be borne by the registrant. Such expenses are estimated to be as
follows:

Securities and Exchange Commission Registration Fee                  $     61.40
Subscription Agent Fees and Expenses                                 $    10,000
Printing Costs                                                       $     7,500
Information Agent Fees and Expenses                                  $     8,500
Accounting Fees and Expenses                                         $    10,000
Legal Fees                                                           $    50,000
Miscellaneous Expenses                                               $ 18,938.60
                                                                        --------
Total                                                                $105,000.00

Item 14. Indemnification of Directors and Officers.

      The following summary is qualified in its entirety by reference to the
complete text of any statutes referred to below and the amended certificate of
incorporation and the by-laws of Gilman + Ciocia, Inc., a Delaware corporation.

      Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") permits a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit, or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.

      In the case of an action by or in the right of the corporation, Section
145 of the DGCL permits a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by reason of the fact that the person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit, or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

      Section 145 of the DGCL also permits a Delaware corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145 of the DGCL.

                                      II-1
Article NINTH of our Certificate of Incorporation and Article X of our
By-Laws provide that we shall, to the fullest extent permitted by applicable
law, indemnify each person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding by
reason of the fact that he is or was, a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company, as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The indemnification provided for in our By-Laws is
expressly not exclusive of any other rights to which those seeking
indemnification may be entitled under any law, agreement, or vote of
stockholders or disinterested directors or otherwise. The By-Laws also provide
that we shall have the power to purchase and maintain insurance for the
indemnification of such directors, officers and employees to the full extent
permitted under the laws of the State of Delaware from time to time in effect.

      We maintain an insurance policy on behalf of the Company and its
subsidiaries, and on behalf of the directors, officers and employees thereof,
covering certain liabilities that may arise as a result of the actions of such
directors, officers and employees.

      Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate
or limit the personal liability of directors to a corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase or redemption in
violation of Delaware corporate law or obtained an improper personal benefit.

      Pursuant to Section 102(b)(7) of the DGCL, Article EIGHTH of our
Certificate of Incorporation states that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a directory, except for liability: (i) for any
breach of the director's duty of loyalty to the Company for its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

Item 15. Recent Sales of Unregistered Securities

      Set forth below is information regarding unregistered securities sold by
us in the past three years.

      1) On June 22, 2004, we issued 45,000 shares of our common stock to
Rappaport Gamma Limited Partnership ("Rappaport") as an interest payment on a
loan Rappaport made to us (the "Rappaport Loan").

      2) On October 19, 2004, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      3) On December 23, 2004, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      4) On March 30, 2005, we issued 45,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      5) On April 26, 2005, we issued 15,000 shares of our common stock to
Rappaport as an interest payment on the Rappaport Loan.

      6) On June 13, 2005, we issued a total of 15,000 shares of our common
stock to one of our principal stockholders and certain other note holders
(collectively, the "Purchasing Group") as interest on the Rappaport Loan. The
Purchasing Group purchased the Rappaport Loan from Rappaport on April 29, 2005.

      7) On July 8, 2005, we issued a total of 34,684 shares of our common stock
to Thomas Connors in accordance with the earnout agreement relating to our
acquisition of his accounting practice.

      8) On November 28, 2005, we issued a total of 1,000 shares of our common
stock to Edward Cohen as director compensation.

                                      II-2
9) On January 6, 2006, we issued 105,000 shares of our common stock to the
Purchasing Group as interest on the Rappaport Loan.

      10) On April 27, 2006, we issued a total of 272,368 shares of our common
stock to certain of our employees in consideration of their contributions to our
Employee Stock Purchase Plan ("ESPP") through June 30, 2002. The ESPP Plan was
terminated by us in 2004.

      11) On February 5, 2007, we issued 180,000 shares of our common stock to
the Purchasing Group as interest on the Rappaport Loan.

      12) On August 2, 2007, we issued a total of 24,027 shares of our common
stock to Matthew Collins in accordance with the terms of his financial planner
agreement.

      13) On August 20, 2007 we issued a total of 80,000,000 shares of our
common stock in private placements to the persons named as selling stockholders
in this registration statement. A total of 56,910,000 of the shares were sold
for cash proceeds of $5,691,000 and the remaining 23,090,000 shares were sold in
consideration of the extinguishment of $2,309,000 of our debt.

      14) On August 21, 2007, we issued 108,944 shares of our common stock to
the Purchasing Group as interest on the Rappaport Loan.

      15) On August 22, 2007, we issued a total of 9,000 shares of our common
stock to Edward Cohen as director compensation, a total of 3,000 shares of our
common stock to John Levy as director compensation and a total of 3,000 shares
of our common stock to Allan Page as director compensation.

      16) On November 2, 2007, we issued 7,500 shares of our common stock to
Lilac Development Corporation as the final interest payment on the Rappaport
Loan.

      No underwriters were involved in the foregoing sales of securities.

      All such sales were privately negotiated with the individuals with whom we
had a prior relationship. All of the foregoing securities were deemed restricted
securities for purposes of the Securities Act. All certificates representing the
issued shares of common stock described in this Item 15 included appropriate
legends setting forth that the securities had not been registered and the
applicable restrictions on transfer. The securities described above were sold
and issued upon the exemption from the registration requirements of the
Securities Act, as set forth in Section 4(2) under the Securities Act and/or
Rule 506 of Regulation D under the Securities Act, in each case, to the extent
an exemption from such registration was required. The purchasers of shares
described above represented to us in connection with their purchases, among
other things, that they were acquiring the shares for investment and not
distribution. The sales of these securities were made without general
solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

      The Exhibits to this registration statement are listed in the Exhibit
Index.

Item 17. Undertakings.

      (a) Gilman + Ciocia, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed

                                      II-3
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Poughkeepsie, State of
New York on December 21, 2007.

                                        GILMAN + CIOCIA, INC.

                                        By: /s/ Michael Ryan
                                            ------------------------------------
                                        Name:  Michael Ryan
                                        Title: Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Ryan as his true and
lawful attorney-in-fact and agents, with full power to act alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the registration statement filed
herewith and any and all amendments to said registration statement (including
post-effective amendments and any related registration statements thereto filed
pursuant to Rule 462 and otherwise), and file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, with full
power to act alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as
fully for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his or
their substitutes, may lawfully do or cause to be done hereby.

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Michael Ryan                        Chief Executive Officer and Director            December 21, 2007
-------------------------------         (Principal Executive Officer)
Michael Ryan

/s/ Karen Fisher                        Chief Accounting Officer (Principal             December 21, 2007
-------------------------------         Financial and Accounting Officer)
Karen Fisher

/s/ Edward Cohen                        Director                                        December 21, 2007
-------------------------------
Edward Cohen

/s/ James Ciocia                        Director                                        December 21, 2007
-------------------------------
James Ciocia

/s/ John Levy                           Director                                        December 21, 2007
-------------------------------
John Levy

/s/ Nelson Obus                         Director                                        December 21, 2007
-------------------------------
Nelson Obus

/s/ Allan Page                          Director                                        December 21, 2007
-------------------------------
Allan Page

/s/ Frederick Wasserman                 Director                                        December 21, 2007
-------------------------------
Frederick Wasserman
II-5
EXHIBIT INDEX

3.1.1    Registrant's Certificate of Incorporation, as amended, incorporated by
         reference to the like numbered exhibit in the Registrant's Registration
         Statement on Form SB-2 under the Securities Act of 1933, as amended,
         File No. 33-70640-NY.

3.1.2    Registrant's Amended Certificate of Incorporation, incorporated by
         reference to the exhibit in the Registrant's Proxy Statement on Form
         14-A under the Securities Exchange Act of 1934, as amended, filed on
         June 22, 1999.

3.1.3    Amendment to Certificate of the Registrant dated July 19, 2007 filed
         with the State of Delaware Secretary of State on July 20, 2007,
         incorporated by reference to the exhibit filed with the Registrant's
         Form 10-K for the fiscal year ended June 30, 2007 filed on September
         28, 2007.

3.2      Registrant's By-Laws, incorporated by reference to the like numbered
         exhibit filed with the Registrant's Registration Statement on Form SB-2
         under the Securities Act of 1933, as amended, File No. 33-70640-NY.

** 4.1   Form of Subscription Agreement for rights holders.

* 5.     Opinion of Blank Rome LLP.

10.1     Stock and Asset Purchase Agreement dated April 5, 1999 among
         Registrant, Prime Financial Services, Inc., Prime Capital Services,
         Inc., Asset & Financial Planning, Ltd. Michael P. Ryan and Ralph
         Porpora, incorporated by reference to the exhibit filed with the
         Registrant's report on Form 8-K dated April 5, 1999.

10.2.1   Registration Rights Agreement dated April 5, 1999 among Registrant,
         Prime Financial Services, Inc., Michael P. Ryan and Ralph Porpora
         incorporated by reference to the exhibit filed with the Registrant's
         report on Form 8-K dated April 5, 1999.

10.2     Asset Purchase Agreement dated November 26, 2002 between Registrant and
         Pinnacle Taxx Advisors LLC incorporated by reference to the exhibit
         filed with the Registrant's report on Form 8-K dated December 23, 2002.

10.3     Stock Purchase Agreement dated as of January 1, 2004 between Registrant
         and Daniel Levy and Joseph Clinard incorporated by reference to the
         exhibit filed with the Registrant's Annual Report on Form 10-K for the
         fiscal year ended June 30, 2004.

10.4     Agreement with Steven J. Gilbert incorporated by reference to the
         exhibit filed with the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended March 31, 2005.

10.5     Letter of Acceptance, Waiver and Consent dated August 12, 2005
         incorporated by reference to the exhibit filed with the Registrant's
         report on Form 8-K dated August 12, 2005.

10.6     Leases for the Company's Headquarters incorporated by reference to the
         exhibit filed with the Registrant's Annual Report on Form 10-K dated
         June 30, 2006.

10.7     Amendment 4 to Forbearance Agreement dated April 20, 2006 incorporated
         by reference to the exhibit filed with the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended March 31, 2006.

10.8     Amendment 3 to Forbearance Agreement dated April 28, 2005 incorporated
         by reference to the exhibit filed with the Registrant's Form 8-K dated
         April 28, 2005.

10.9     Amendment 2 to Forbearance Agreement dated March 26, 2004 incorporated
         by reference to the exhibit filed with the Registrant's Form 8-K dated
         March 26, 2004.

                                      II-6
10.10    Amendment to Forbearance Agreement dated June 18, 2003 incorporated by
         reference to the exhibit filed with the Registrant's Annual Report on
         Form 10-K for the fiscal year ended dated June 30, 2006.

10.11    Forbearance Agreement dated November 27, 2002 incorporated by reference
         to the exhibit filed with the Registrant's Form 8-K dated November 26,
         2002.

10.12    First Union Loan (Wachovia) Agreement dated December 26, 2001
         incorporated by reference to the exhibit filed with the Registrant's
         Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.

10.13    Investor Purchase Agreement (with Exhibits) dated April 25, 2007
         incorporated by reference to the exhibit filed with the Registrant's
         Form 8-K dated April 25, 2007.

10.14    Waiver of Registration Rights Agreement dated April 25, 2007
         incorporated by reference to the exhibit filed with the Registrant's
         Form 8-K dated April 25, 2007.

10.15    Letter from Prime Partners, Inc. dated April 25, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         April 25, 2007.

10.16    Voting Agreement dated April 25, 2007 incorporated by reference to the
         exhibit filed with the Registrant's Form 8-K dated April 25, 2007.

10.17    Placement Purchase Agreement dated August 13, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.18    2007 Debt Conversion Agreement dated August 13, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.19    Shareholder Agreement dated August 20, 2007 incorporated by reference
         to the exhibit filed with the Registrant's Form 8-K dated August 20,
         2007.

10.20    Registration Rights Agreement dated August 20, 2007 incorporated by
         reference to the exhibit filed with the Registrant's Form 8-K dated
         August 20, 2007.

10.21    Employment Agreement between the Company and Michael P. Ryan dated
         August 20, 2007 incorporated by reference to the exhibit filed with the
         Registrant's Form 8-K dated August 20, 2007.

14.0     Code of Ethics for Senior Financial Officers and the Principal
         Executive Officer of Gilman & Ciocia, Inc. incorporated by reference to
         the exhibit filed with the Registrant's Annual Report on Form 10-K for
         the fiscal year ended dated June 30, 2003.

* 23.1   Consent of Sherb & Co., LLP.

* 23.2   Consent of Radin, Glass & Co., LLP.

* 23.3   Consent of Blank Rome LLP (included in exhibit 5).

* 24     Power of Attorney (included in the signature page of this registration
         statement).

** 99.1  Form of Subscription Agent Agreement.
** 99.2  Form of Letter to Stockholders.
** 99.3  Form of Letter to Brokers.
** 99.4  Form of Letter to Clients.
** 99.5  Form of Beneficial Owner Election Form.
** 99.6  Form of Nominee Holder Certification.

----------
*     Filed herewith
**    To be filed by amendment.