As filed with the Securities and Exchange Commission on October 26, 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)

                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-2587324
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                                      7200
            --------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

                                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: |X|

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>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                   Proposed
                                                            Proposed Maximum       Maximum
Title of Each Class of Securities       Amount to be       Offering Price Per      Aggregate          Amount of
        to be Registered                 Registered               Unit           Offering Price    Registration Fee
---------------------------------       ------------       ------------------   --------------    ----------------
<S>                                      <C>                     <C>             <C>                   <C>
Common Stock par value $0.01 per         80,000,000              $0.20           $16,000,000(3)        $491.20
share(1)(2)
</TABLE>

(1)   All of the shares of common stock being registered hereby are being
      offered for the account of selling stockholders. Except as set forth in
      the footnotes below, no other shares of the registrant's common stock are
      being registered pursuant to this registration statement.

(2)   Pursuant to Rule 416 of the Securities Act of 1933, there are also being
      registered such additional shares as may be offered or issued to the
      selling stockholders to prevent dilution resulting from stock dividends,
      stock splits or similar transactions.

(3)   Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
      registration fee has been calculated based upon the average of the bid and
      asked prices for the registrant's common stock on October 22, 2007.

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 of 1933 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 OCTOBER 26, 2007

                                   PROSPECTUS

                              GILMAN + CIOCIA, INC.

                        80,000,000 Shares of Common Stock

      This prospectus relates to up to 80,000,000 shares of the common stock of
Gilman + Ciocia, Inc., which have been registered for resale by some of our
stockholders pursuant to this prospectus. The shares of common stock may be
offered and sold to the public from time to time.

      The common stock may be offered from time to time by the selling
stockholders through ordinary brokerage transactions in the over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices and in other ways as described in the
"Plan of Distribution." Gilman + Ciocia, Inc. will not receive any of the
proceeds from any sale of common stock by the selling stockholders.

      Shares of our common stock are traded on the Gray Market under the symbol
"GTAX.PK" and quoted on the Pink Sheets LLC electronic trading market. On
October 24, 2007, the last reported sales price for our common stock was $0.29
per share.

      An investment in the common stock is speculative and involves a high
degree of risk. See "Risk Factors" beginning on Page 2.

      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.

                 The date of this prospectus is             2007
--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

 ABOUT THIS PROSPECTUS.........................................................1
 PROSPECTUS SUMMARY............................................................2
 THE OFFERING..................................................................2
 RISK FACTORS..................................................................2
 FORWARD-LOOKING STATEMENTS....................................................9
 USE OF PROCEEDS...............................................................9
 SELLING STOCKHOLDERS..........................................................9
 PLAN OF DISTRIBUTION.........................................................14
 DESCRIPTION OF CAPITAL STOCK.................................................15
 WHERE YOU CAN FIND MORE INFORMATION..........................................16
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................17
 LEGAL MATTERS................................................................17
 EXPERTS......................................................................17

                              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.

      This prospectus is part of a "shelf" registration statement that we have
filed with the Securities and Exchange Commission, or SEC. For further
information about our business and the securities offered by this prospectus,
you should refer to the information incorporated by reference into this
prospectus, the registration statement of which this prospectus is a part and
its exhibits. The exhibits to our registration statement contain the full text
of certain contracts and other documents that you may find important in deciding
whether to purchase the securities offered by the selling stockholders. The
registration statement and information incorporated by reference can be obtained
from the SEC as indicated under the heading "Where You Can Find More
Information."

      This prospectus provides you with a general description of the securities
the selling stockholders may offer. We may provide a prospectus supplement that
will contain specific information about the terms of a particular offering by
any selling stockholder. The prospectus supplement may also add, update or
change information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and any applicable prospectus
supplement, you should rely on the information in the applicable prospectus
supplement. You should read both this prospectus and any applicable prospectus
supplement, together with additional information described under the heading
"Where You Can Find More Information."

      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. Our business, financial condition, results of operations, and
prospects may have changed since that date.

<PAGE>

                               PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus
or incorporated by reference in this prospectus. This summary is not complete
and may not contain all of the information that you should consider before
making an investment decision. You should read the entire prospectus carefully,
including the section entitled "Risk Factors" in 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 by
reference in this prospectus in its entirety before you decide whether to invest
in our common stock.

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 OFFERING

      Pursuant to this prospectus, certain of our stockholders, or Selling
Stockholders, are offering for resale up to 80,000,000 shares of our common
stock they acquired from us in private transactions in August 2007.

      We will not receive any proceeds from sales of the shares of common stock
sold from time to time under this prospectus by the Selling Stockholders. We are
registering the shares of common stock under this prospectus pursuant to
registration rights we granted to the Selling Stockholders.

                                  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, which are incorporated in this prospectus 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, or
Exchange Act, 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 in this prospectus 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."


                                       2
<PAGE>

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
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.


                                       3
<PAGE>

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
the 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 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 listing of our shares on the "grey sheets" could make trading in our shares
difficult for investors.

The shares of our common stock are traded over-the counter on what is commonly
referred to as the "grey sheets". 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. In addition, trading on the "grey sheets" could make trading our shares
difficult for investors.

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.

A Section 382 limitation on the use of our net operating loss carryforwards
could have a negative impact on our future tax liability.

Our net operating loss carryforwards of $19.0 million at June 30, 2007 expire
generally from 2017 to 2027. As a result of equity transactions we completed in
August 2007 we are reviewing whether our ability to utilize our net operating
loss carryforwards may be restricted under the Internal Revenue Code. 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.


                                       4
<PAGE>

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 effectively manage our business.

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. There has been an increase in
litigation and arbitration within the securities industry in recent years,
including class action suits seeking substantial damages. 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 brokers 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.

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
its 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.


                                       5
<PAGE>

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.

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.


                                       6
<PAGE>

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 successfully implement our
business strategy and 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 become 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.

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.


                                       7
<PAGE>

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.

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.


                                       8
<PAGE>

                           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 Exchange Act 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 2, 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

      We will not receive any proceeds from the sale of common stock by the
Selling Stockholders named in this prospectus.

      We have agreed to pay certain expenses in connection with the registration
of the shares being offered by the Selling Stockholders.

                              SELLING STOCKHOLDERS

      The following table sets forth certain information as of October 24, 2007,
with respect to the Selling Stockholders. 40,000,000 of the 80,000,000 shares
being offered by this prospectus are owned by certain purchasers (the
"Investment Purchasers") who acquired the shares from us on August 20, 2007
pursuant to an investor purchase agreement dated April 25, 2007. The other
40,000,000 shares are owned by other purchasers, including certain of our
officers, directors and employees (the "Private Placement Purchasers") who
acquired the shares from us in a private placement that closed on August 20,
2007.

      The Investment Purchasers purchased 40,000,000 shares of our common stock
at a price of $0.10 per share. The Investment Purchasers are: Wynnefield Small
Cap Value Offshore Fund, Ltd., which purchased 12,000,000 shares; Wynnefield
Partners Small Cap Value, L.P., which purchased 8,000,000 shares; Wynnefield
Partners Small Cap Value, L.P.I, which purchased 10,000,000 shares; and
WebFinancial Corporation, which purchased 10,000,000 shares. The Private
Placement Purchasers purchased 40,000,000 shares of our common stock at a price
of $0.10 per share. Of such shares, 16.9 million shares were sold by us for cash
proceeds of $1.7 million and 23.1 million shares were sold by us for the
conversion of $2.3 million of our debt.

      On August 20, 2007, we entered into a shareholders agreement (the
"Shareholders Agreement") with the Investment Purchasers and certain existing
shareholders (the "Existing Shareholders"). The Existing Shareholders are:
Michael Ryan (our President and Chief Executive Officer), Carole Enisman (our
Executive Vice President of Operations), Ted Finkelstein (our Vice President and
General Counsel), Dennis Conroy, and Prime Partners, Inc. and Prime Partners II,
LLC (holding companies owned in part by Michael Ryan). Pursuant to the terms of
the Shareholders Agreement the Investment Purchasers were given the right to
designate two directors, or Investor Directors, for election to our Board of
Directors, or Board. So long as the Existing Shareholders own at least 10% of
the outstanding shares of our common stock, the Existing Shareholders have the
right to nominate two directors, or Existing Shareholder Directors, for election


                                       9
<PAGE>

to the Board; the Investor Directors and the Existing Shareholder Directors will
jointly nominate three independent directors; one of the Investor Directors will
be appointed as a member of our Compensation Committee of the Board and one of
the Investor Directors will have the right to attend all Audit Committee
meetings; the consent of one of the Investor Directors is required for us to
take certain corporate actions above designated thresholds, including the
issuance, redemption or purchase of equity or debt, the issuance of an omnibus
stock plan, the creation of any new class of securities, certain affiliate
transactions, changes to our certificate of incorporation or bylaws, entering
into a merger, reorganization or sale of the Company or acquiring any
significant business assets, or material changes to the our business line; the
Investor Shareholders agreed to a one year standstill agreement concerning the
acquisition of our assets, securities, proxy solicitations, voting trusts or
tender offers; the Investor Purchasers were granted a right of first refusal for
future securities issued by us; and we were granted a right of first refusal for
sales of our common stock by the Investment Purchasers and by the Existing
Shareholders.

      The following Selling Stockholders are employed by Gilman + Ciocia, Inc.
as of the date of this prospectus: Adam Belok, David Burgio, Dominick Ciocia,
Kathleen Ciocia, James Ciocia, Matthew J. Collins, Thomas E. Connors, Dennis
Conroy, Kenneth G. Copans, Ted H. Finkelstein, Karen Fisher, Steven Gilbert,
Mark S. Gopen, Jeffrey L. Harmer, Gabriele Kramer, Deborah E. O'Connell, Kathryn
Travis and Paul M. Weinberger. Dennis Conroy is our former Chief Accounting
Officer and is the Chief Financial Officer of our Prime Capital Services, Inc.
subsidiary. Ted H. Finkelstein is our Vice President and General Counsel. Karen
Fisher is our Chief Accounting Officer and Controller. Steven Gilbert is a
former director. Our President and Chief Executive Officer, Michael Ryan, is a
member and manager of Prime Partners II, LLC. Kathryn Travis is our Corporate
Secretary and a former director. Christopher Kelly was our General Counsel from
December 10, 2004 through January 31, 2006.

      As of the date of this prospectus James Ciocia, Edward H. Cohen and Allan
R. Page are members of our Board. James Ciocia is the Chairman of our Board.

      The table below assumes the sale of all of the shares registered for sale
by the Selling Stockholders pursuant to this prospectus. Except as set forth in
the footnotes to the table below, none of the Selling Stockholders own any
options, warrants and/or convertible securities (which are not held by any other
selling stockholder or person) which are exercisable or convertible within 60
days from the date of this prospectus.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                        Common stock beneficially
                                                                                                   owned
                                                                                            after the offering
-------------------------------------------------------------------------------------------------------------------
                                                 Number of shares
                                                   beneficially         Number of                     Percentage of
                                                  owned prior to      shares being      Number of      outstanding
Name of selling stockholder                      the offering (1)        offered         shares           shares
-------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>              <C>                 <C>
Elena Balbo                                         3,000,000           3,000,000              0             *
-------------------------------------------------------------------------------------------------------------------
Adam Belok(2)                                         296,140             290,000(2)       6,140             *
-------------------------------------------------------------------------------------------------------------------
Lisa A. Burgio Trust dated May 30, 2000               599,399             525,000         74,399             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co Trustee, Gilman +
Ciocia Inc. 401K Plan & Trust, FBO
David Burgio                                          150,000             150,000              0             *
-------------------------------------------------------------------------------------------------------------------
Richard F. Caparelli and Lorraine
Caparelli                                             100,000             100,000              0             0
-------------------------------------------------------------------------------------------------------------------
Dominick A. Ciocia and Kathleen Ciocia                898,222             750,000        148,222             0
-------------------------------------------------------------------------------------------------------------------
James Ciocia                                        2,854,784(3)        2,250,000        604,784             *
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>              <C>                 <C>
Edward H. Cohen                                       510,000             500,000         10,000             *
-------------------------------------------------------------------------------------------------------------------
Matthew J. Collins (4)                                244,027             220,000(4)      24,027             *
-------------------------------------------------------------------------------------------------------------------
Thomas E. Connors (5)                               1,540,367           1,375,000(5)     165,367             *
-------------------------------------------------------------------------------------------------------------------
Dennis Conroy (6)                                     537,098             475,000(6)      62,098             *
-------------------------------------------------------------------------------------------------------------------
Kenneth G. Copans                                     319,783             250,000         69,783             *
-------------------------------------------------------------------------------------------------------------------
Thomas F. Fattoruso and Sharon A.                     250,000             250,000              0             0
Fattoruso
-------------------------------------------------------------------------------------------------------------------
Philip T. Fern                                      1,250,000           1,250,000              0
-------------------------------------------------------------------------------------------------------------------
Ted H. Finkelstein (8)                              3,748,788(7)        3,400,000(8)     348,788             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +                   30,000              30,000              0             0
Ciocia, Inc. 401K Plan & Trust, FBO
Karen Fisher
-------------------------------------------------------------------------------------------------------------------
David W. Frederick                                    500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Steven J. Gilbert                                     704,927(9)          320,000        384,927(9)          *
-------------------------------------------------------------------------------------------------------------------
Mark S. Gopen(10)                                     893,648             700,000(10)    193,648             *
-------------------------------------------------------------------------------------------------------------------
Toby Gopen (11)                                       393,050             300,000(11)     93,050             *
-------------------------------------------------------------------------------------------------------------------
Jeffrey L. Harmer and Rachelle A. Harmer              500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Barry Horowitz                                        320,000(12)         300,000(12)     20,000             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +
Ciocia, Inc. 401K Plan & Trust, FBO
Richard S. Hyams                                      100,000             100,000              0             0
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly(13)                            3,067,771           2,850,000(13)    217,771             *
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly C/F Peter W. Kelly
UTMA/MD                                                75,000              75,000              0             0
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly C/F Claire L.
Kelly UTMA/MD                                          75,000              75,000              0             0
-------------------------------------------------------------------------------------------------------------------
Gabriele Kramer (14)                                  108,343(14)         100,000(14)      8,343             *
-------------------------------------------------------------------------------------------------------------------
Frank A. Maiolo and Susan Maiolo, JTWROS            1,000,000           1,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Mutual, Inc.(15)                                    1,000,000           1,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Deborah E. O'Connell                                  500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Allan R. Page                                         103,000             100,000          3,000             *
-------------------------------------------------------------------------------------------------------------------
Prime Partners II, LLC (16)                        15,420,000          15,420,000              0             0
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +
Ciocia, Inc. 401K Plan & Trust, FBO
Rose Rudden                                           220,000             220,000              0             0
-------------------------------------------------------------------------------------------------------------------
Neil Subes                                            250,000             250,000              0             0
-------------------------------------------------------------------------------------------------------------------
Kathryn Travis                                        607,980             375,000        232,980             *
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>               <C>                 <C>
Kevin J. Walsh                                        374,712             300,000         74,712             *
-------------------------------------------------------------------------------------------------------------------
Paul M. Weinberger (17)                               279,830(17)         200,000(17)     79,830             *
-------------------------------------------------------------------------------------------------------------------
Wynnefield Small Cap Value Offshore
Fund, Ltd. (18)                                    12,000,000          12,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Wynnefield Partners Small Cap Value,
L.P. (18)                                           8,000,000           8,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Wynnefield Partners Small Cap Value,
L.P. I (18)                                        10,000,000          10,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
WebFinancial Corporation (19)                      10,457,940          10,000,000        457,940             *
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Less than one percent

(1)   Beneficial ownership is determined in accordance with the rules of the SEC
      under Section 13d of the Exchange Act. Percentages are based upon
      89,711,549 shares of common stock that were outstanding as of October 24,
      2007.
(2)   The 290,000 shares being offered are held of record by NFS LLC/FMTC FBO
      Adam Belok.
(3)   555,716 of such shares are held jointly with Tracy Ciocia, Mr. Ciocia's
      wife and 9,100 shares are held as custodian for Mr. Ciocia's sons.
(4)   Of the 220,000 shares being offered (i) 70,000 shares are held of record
      by Matthew J. Collins Revocable Trust dated July 2, 2004 and (ii) 150,000
      shares are held of record by Reliance Trust Co. Trustee, Gilman + Ciocia,
      Inc. 401K Plan & Trust, FBO Matthew J. Collins.
(5)   Of the 1,375,000 shares being offered (i) 875,000 are held of record by
      Thomas E. Connors and Veronica Connors JTWROS and (ii) 500,000 are held of
      record by Reliance Trust Co., Trustee, Gilman + Ciocia 401K Plan & Trust
      FBO Thomas E. Connors.
(6)   Of the 475,000 shares being offered (i) 375,000 shares are held of record
      by Mr. Conroy and (ii) 100,000 are held of record by Reliance Trust Co.,
      Trustee, Gilman + Ciocia 401K Plan & Trust FBO Dennis Conroy.
(7)   Includes 10,000 shares issuable upon the exercise of options.
(8)   Of the 3,400,000 shares being offered (i) 2,800,000 shares are held of
      record by Mr. Finkelstein, (ii) 300,000 shares are held of record by
      Reliance Trust Co. Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO
      Ted H. Finkelstein and (iii) 300,000 are held of record by NFS LLC/FMTC
      FBO Ted H. Finkelstein.
(9)   Includes 315,000 shares issuable upon the exercise of options.
(10)  Of the 700,000 shares being offered (i) 500,000 are held of record by Mr.
      Gopen, (ii) 20,000 shares are held of record by Reliance Trust Co.
      Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO Mark S. Gopen and
      (iii) 180,000 shares are held of record by NFS LLC/FMTC FBO Mark S. Gopen
      Roth 401K.
(11)  The 300,000 shares being offered are held of record by NFS LLC/FMTC FBO
      Toby Gopen IRA B.
(12)  The 300,000 shares being offered are held of record by Mr. Horowitz. The
      320,000 shares beneficially owned include 20,000 shares held in a 401K
      account.
(13)  Of the 2,850,000 shares being offered by Mr. Kelley (i) 850,000 shares are
      held of record by Mr. Kelley and (ii) 2,000,000 shares are held of record
      by MLPF&S Cust FBO Christopher R. Kelly IRA.
(14)  The 100,000 shares being offered are held of record by Reliance Trust Co.,
      Trustee, Gilman + Ciocia 401K Plan & Trust FBO Gabriele Kramer. The
      108,343 shares beneficially owned includes 100 shares in an 1RA SEP and
      8,243 shares in the name of Gabriele Kramer.
(15)  William Devine and Raymond Menna, officers of Mutual, Inc., alone or
      together have the power to dispose of the shares that this selling
      stockholder owns.
(16)  Michael Ryan and Ralph Porpora, members and managers of Prime Partners II,
      LLC together have the right to dispose of the shares that this selling
      stockholder owns.
(17)  The 200,000 shares being offered are held of record by Reliance Trust Co.
      Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO Paul M. Weinberger.


                                       12
<PAGE>

(18)  Wynnefield Capital Management, LLC, a New York limited liability company
      ("WCM") is the sole general partner of each of Wynnefield Partners Small
      Cap Value LP, a Delaware limited partnership ("Wynnefield Partners") and
      Wynnefield Partners Small Cap Value LP I, a Delaware limited partnership
      ("Wynnefield Partners I"). Nelson Obus and Joshua Landes are the
      co-managing members of WCM and by virtue of such positions with WCM, have
      the shared power to vote and dispose of the shares of the Company's common
      stock that are beneficially owned by each of Wynnefield Partners and
      Wynnefield Partners I. Wynnefield Capital, Inc., a Delaware corporation
      ("WCI"), is the sole investment manager of Wynnefield Small Cap Value
      Offshore Fund, Ltd., Cayman Islands company ("Wynnefield Offshore").
      Messrs. Obus and Landes are the co-principal executive officers of WCI and
      by virtue of such positions with WCI, have the shared power to vote and
      dispose of the shares of the Company's common stock that are beneficially
      owned by Wynnefield Offshore. Each of WCM, WCI and Messrs. Obus and Landes
      disclaims any beneficial ownership of the shares of the Company's common
      stock that are directly beneficially owned by each of Wynnefield Partners,
      Wynnefield Partners I and Wynnefield Offshore, except to the extent of
      their respective pecuniary interest in such shares.
(19)  Jack L. Howard, as Chairman of the Board of WebFinancial Corporation, and
      James R. Henderson, as Chief Executive Officer of WebFinancial
      Corporation, alone or together have the power to dispose of the shares of
      the Company's common stock owned by WebFinancial Corporation. Each of
      Messrs. Howard and Henderson disclaims any beneficial ownership of the
      shares of the Company's common stock owned by WebFinancial Corporation.


                                       13
<PAGE>

                              PLAN OF DISTRIBUTION

      The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of our common stock on any stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

      o     ordinary brokerage transactions and transactions in which the
            broker/dealer solicits purchasers;
      o     block trades in which the broker/dealer will attempt to sell the
            shares as agent but may position and resell a portion of the block
            as principal to facilitate the transaction;
      o     purchases by a broker/dealer as principal and resale by the
            broker/dealer for its account;
      o     an exchange distribution in accordance with the Rules of the
            applicable exchange;
      o     privately negotiated transactions;
      o     settlement of short sales;
      o     broker/dealers may agree with the Selling Stockholders to sell a
            specified number of such shares at a stipulated price per share;
      o     a combination of any such methods of sale; and
      o     any other method permitted pursuant to applicable law.

      The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker/dealers engaged by the Selling Stockholders may arrange for other
brokers/dealers to participate in sales. Broker/dealers may receive commissions
from the Selling Stockholders (or, if any broker/dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions to exceed what is customary
in the types of transactions involved.

      The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus.

      The Selling Stockholders and any broker/dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker/dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions under the Securities Act. The Selling Stockholders have informed us
that they do not have any agreement or understanding, directly or indirectly,
with any person to distribute our common stock.

      We are required to pay all fees and expenses incident to the registration
of the shares. We have agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


                                       14
<PAGE>

                          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 October 24, 2007 there were
89,711,549 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.

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 October 24, 2007, there were 778,500 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;


                                       15
<PAGE>

      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.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Exchange
Act and, in accordance with these requirements, we are required to file periodic
reports and other information with the SEC. 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 SEC 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


                                       16
<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; 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 legality of the shares of common stock offered hereby was passed upon
for the Company by Blank Rome LLP, New York, New York.

                                     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.


                                       17
<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 (except the
SEC registration fee) to be as follows:

Securities and Exchange Commission Registration Fee                  $    491.20
Accounting Fees and Expenses                                         $ 10,000.00
Legal Fees                                                           $ 35,000.00
Miscellaneous Expenses                                               $  4,508.80
                                                                     -----------
Total                                                                $ 50,000.00

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.

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


                                      II-2
<PAGE>

      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.

      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.

The undersigned registrant hereby undertakes:

(a)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimate
                  maximum offering range may be reflected in the form of
                  prospectus filed with the SEC pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent no
                  more than 20 percent change in maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and


                                      II-3
<PAGE>

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

(b)   That, for the purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time be deemed to be the initial
      bona fide offering thereof.

(c)   To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unsold at the termination of
      the offering.

(d)   That, for the purpose of determining liability under the Securities Act of
      1933 to any purchaser each prospectus required to be filed pursuant to
      Rule 424(b) as part of a registration statement relating to an offering,
      other than registration statements relying on Rule 430B or other
      prospectuses filed in reliance on Rule 430A shall be deemed to be part of
      and included in the registration statement as of the date it is first used
      after effectiveness. Provided, however, that no statement made in a
      registration statement or prospectus that is part of the registration
      statement or made in a document incorporated or deemed incorporated by
      reference into the registration statement or prospectus that is part of
      the registration statement will, as to a purchaser with a time of contract
      of sale prior to such effective date, supersede or modify any statement
      that was made in the registration statement or prospectus that was part of
      the registration statement or made in any such document immediately prior
      to such date of first use.

(e)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to our directors, officers and controlling
      persons pursuant to the foregoing provisions, or otherwise, we have been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Securities
      Act and is, therefore, unenforceable. In the event that a claim for
      indemnification against such liabilities (other than the payment by us of
      expenses incurred or paid by one of our directors, officers or controlling
      persons 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, we will, unless in the opinion of
      our counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by us is against public policy as expressed in the
      Securities Act and will be governed by the final adjudication of such
      issue.


                                      II-4
<PAGE>

                                   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 October 25, 2007.

                                                  GILMAN + CIOCIA, INC.

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

      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         October 25, 2007
-----------------------     Director (Principal Executive
Michael Ryan                Officer)


/s/ Karen Fisher            Chief Accounting Officer            October 25, 2007
-----------------------     (Principal Financial and
Karen Fisher                Accounting Officer)


/s/ Edward Cohen            Director                            October 25, 2007
-----------------------
Edward Cohen


/s/ James Ciocia            Director                            October 25, 2007
-----------------------
James Ciocia


/s/ John Levy               Director                            October 25, 2007
-----------------------
John Levy


/s/ Nelson Obus             Director                            October 25, 2007
-----------------------
Nelson Obus


/s/ Allan Page              Director                            October 25, 2007
-----------------------
Allan Page


/s/ Frederick Wasserman     Director                            October 25, 2007
-----------------------
Frederick Wasserman


                                      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.

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.

<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).
[{"type": "S-1", "sequence": "1", "filename": "e602748_s1-gilman.txt", "secsgml_size_bytes": 105491}]
{"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": "333-146955", "film-number": "071193029"}, "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 October 26, 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)

                                    Delaware
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-2587324
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                                      7200
            --------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

                                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: |X|

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       Amount to be       Offering Price Per      Aggregate          Amount of
        to be Registered                 Registered               Unit           Offering Price    Registration Fee
---------------------------------       ------------       ------------------   --------------    ----------------
Common Stock par value $0.01 per         80,000,000              $0.20           $16,000,000(3)        $491.20
share(1)(2)
(1)   All of the shares of common stock being registered hereby are being
      offered for the account of selling stockholders. Except as set forth in
      the footnotes below, no other shares of the registrant's common stock are
      being registered pursuant to this registration statement.

(2)   Pursuant to Rule 416 of the Securities Act of 1933, there are also being
      registered such additional shares as may be offered or issued to the
      selling stockholders to prevent dilution resulting from stock dividends,
      stock splits or similar transactions.

(3)   Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
      registration fee has been calculated based upon the average of the bid and
      asked prices for the registrant's common stock on October 22, 2007.

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 of 1933 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 OCTOBER 26, 2007

                                   PROSPECTUS

                              GILMAN + CIOCIA, INC.

                        80,000,000 Shares of Common Stock

      This prospectus relates to up to 80,000,000 shares of the common stock of
Gilman + Ciocia, Inc., which have been registered for resale by some of our
stockholders pursuant to this prospectus. The shares of common stock may be
offered and sold to the public from time to time.

      The common stock may be offered from time to time by the selling
stockholders through ordinary brokerage transactions in the over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices and in other ways as described in the
"Plan of Distribution." Gilman + Ciocia, Inc. will not receive any of the
proceeds from any sale of common stock by the selling stockholders.

      Shares of our common stock are traded on the Gray Market under the symbol
"GTAX.PK" and quoted on the Pink Sheets LLC electronic trading market. On
October 24, 2007, the last reported sales price for our common stock was $0.29
per share.

      An investment in the common stock is speculative and involves a high
degree of risk. See "Risk Factors" beginning on Page 2.

      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.

                 The date of this prospectus is             2007
--------------------------------------------------------------------------------
TABLE OF CONTENTS

 ABOUT THIS PROSPECTUS.........................................................1
 PROSPECTUS SUMMARY............................................................2
 THE OFFERING..................................................................2
 RISK FACTORS..................................................................2
 FORWARD-LOOKING STATEMENTS....................................................9
 USE OF PROCEEDS...............................................................9
 SELLING STOCKHOLDERS..........................................................9
 PLAN OF DISTRIBUTION.........................................................14
 DESCRIPTION OF CAPITAL STOCK.................................................15
 WHERE YOU CAN FIND MORE INFORMATION..........................................16
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................17
 LEGAL MATTERS................................................................17
 EXPERTS......................................................................17

                              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.

      This prospectus is part of a "shelf" registration statement that we have
filed with the Securities and Exchange Commission, or SEC. For further
information about our business and the securities offered by this prospectus,
you should refer to the information incorporated by reference into this
prospectus, the registration statement of which this prospectus is a part and
its exhibits. The exhibits to our registration statement contain the full text
of certain contracts and other documents that you may find important in deciding
whether to purchase the securities offered by the selling stockholders. The
registration statement and information incorporated by reference can be obtained
from the SEC as indicated under the heading "Where You Can Find More
Information."

      This prospectus provides you with a general description of the securities
the selling stockholders may offer. We may provide a prospectus supplement that
will contain specific information about the terms of a particular offering by
any selling stockholder. The prospectus supplement may also add, update or
change information contained in this prospectus. If there is any inconsistency
between the information in this prospectus and any applicable prospectus
supplement, you should rely on the information in the applicable prospectus
supplement. You should read both this prospectus and any applicable prospectus
supplement, together with additional information described under the heading
"Where You Can Find More Information."

      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. Our business, financial condition, results of operations, and
prospects may have changed since that date.
PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus
or incorporated by reference in this prospectus. This summary is not complete
and may not contain all of the information that you should consider before
making an investment decision. You should read the entire prospectus carefully,
including the section entitled "Risk Factors" in 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 by
reference in this prospectus in its entirety before you decide whether to invest
in our common stock.

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 OFFERING

      Pursuant to this prospectus, certain of our stockholders, or Selling
Stockholders, are offering for resale up to 80,000,000 shares of our common
stock they acquired from us in private transactions in August 2007.

      We will not receive any proceeds from sales of the shares of common stock
sold from time to time under this prospectus by the Selling Stockholders. We are
registering the shares of common stock under this prospectus pursuant to
registration rights we granted to the Selling Stockholders.

                                  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, which are incorporated in this prospectus 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, or
Exchange Act, 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 in this prospectus 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."

                                       2
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
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.

                                       3
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
the 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 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 listing of our shares on the "grey sheets" could make trading in our shares
difficult for investors.

The shares of our common stock are traded over-the counter on what is commonly
referred to as the "grey sheets". 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. In addition, trading on the "grey sheets" could make trading our shares
difficult for investors.

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.

A Section 382 limitation on the use of our net operating loss carryforwards
could have a negative impact on our future tax liability.

Our net operating loss carryforwards of $19.0 million at June 30, 2007 expire
generally from 2017 to 2027. As a result of equity transactions we completed in
August 2007 we are reviewing whether our ability to utilize our net operating
loss carryforwards may be restricted under the Internal Revenue Code. 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.

                                       4
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 effectively manage our business.

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. There has been an increase in
litigation and arbitration within the securities industry in recent years,
including class action suits seeking substantial damages. 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 brokers 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.

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
its 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.

                                       5
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.

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.

                                       6
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 successfully implement our
business strategy and 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 become 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.

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.

                                       7
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.

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.

                                       8
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 Exchange Act 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 2, 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

      We will not receive any proceeds from the sale of common stock by the
Selling Stockholders named in this prospectus.

      We have agreed to pay certain expenses in connection with the registration
of the shares being offered by the Selling Stockholders.

                              SELLING STOCKHOLDERS

      The following table sets forth certain information as of October 24, 2007,
with respect to the Selling Stockholders. 40,000,000 of the 80,000,000 shares
being offered by this prospectus are owned by certain purchasers (the
"Investment Purchasers") who acquired the shares from us on August 20, 2007
pursuant to an investor purchase agreement dated April 25, 2007. The other
40,000,000 shares are owned by other purchasers, including certain of our
officers, directors and employees (the "Private Placement Purchasers") who
acquired the shares from us in a private placement that closed on August 20,
2007.

      The Investment Purchasers purchased 40,000,000 shares of our common stock
at a price of $0.10 per share. The Investment Purchasers are: Wynnefield Small
Cap Value Offshore Fund, Ltd., which purchased 12,000,000 shares; Wynnefield
Partners Small Cap Value, L.P., which purchased 8,000,000 shares; Wynnefield
Partners Small Cap Value, L.P.I, which purchased 10,000,000 shares; and
WebFinancial Corporation, which purchased 10,000,000 shares. The Private
Placement Purchasers purchased 40,000,000 shares of our common stock at a price
of $0.10 per share. Of such shares, 16.9 million shares were sold by us for cash
proceeds of $1.7 million and 23.1 million shares were sold by us for the
conversion of $2.3 million of our debt.

      On August 20, 2007, we entered into a shareholders agreement (the
"Shareholders Agreement") with the Investment Purchasers and certain existing
shareholders (the "Existing Shareholders"). The Existing Shareholders are:
Michael Ryan (our President and Chief Executive Officer), Carole Enisman (our
Executive Vice President of Operations), Ted Finkelstein (our Vice President and
General Counsel), Dennis Conroy, and Prime Partners, Inc. and Prime Partners II,
LLC (holding companies owned in part by Michael Ryan). Pursuant to the terms of
the Shareholders Agreement the Investment Purchasers were given the right to
designate two directors, or Investor Directors, for election to our Board of
Directors, or Board. So long as the Existing Shareholders own at least 10% of
the outstanding shares of our common stock, the Existing Shareholders have the
right to nominate two directors, or Existing Shareholder Directors, for election

                                       9
to the Board; the Investor Directors and the Existing Shareholder Directors will
jointly nominate three independent directors; one of the Investor Directors will
be appointed as a member of our Compensation Committee of the Board and one of
the Investor Directors will have the right to attend all Audit Committee
meetings; the consent of one of the Investor Directors is required for us to
take certain corporate actions above designated thresholds, including the
issuance, redemption or purchase of equity or debt, the issuance of an omnibus
stock plan, the creation of any new class of securities, certain affiliate
transactions, changes to our certificate of incorporation or bylaws, entering
into a merger, reorganization or sale of the Company or acquiring any
significant business assets, or material changes to the our business line; the
Investor Shareholders agreed to a one year standstill agreement concerning the
acquisition of our assets, securities, proxy solicitations, voting trusts or
tender offers; the Investor Purchasers were granted a right of first refusal for
future securities issued by us; and we were granted a right of first refusal for
sales of our common stock by the Investment Purchasers and by the Existing
Shareholders.

      The following Selling Stockholders are employed by Gilman + Ciocia, Inc.
as of the date of this prospectus: Adam Belok, David Burgio, Dominick Ciocia,
Kathleen Ciocia, James Ciocia, Matthew J. Collins, Thomas E. Connors, Dennis
Conroy, Kenneth G. Copans, Ted H. Finkelstein, Karen Fisher, Steven Gilbert,
Mark S. Gopen, Jeffrey L. Harmer, Gabriele Kramer, Deborah E. O'Connell, Kathryn
Travis and Paul M. Weinberger. Dennis Conroy is our former Chief Accounting
Officer and is the Chief Financial Officer of our Prime Capital Services, Inc.
subsidiary. Ted H. Finkelstein is our Vice President and General Counsel. Karen
Fisher is our Chief Accounting Officer and Controller. Steven Gilbert is a
former director. Our President and Chief Executive Officer, Michael Ryan, is a
member and manager of Prime Partners II, LLC. Kathryn Travis is our Corporate
Secretary and a former director. Christopher Kelly was our General Counsel from
December 10, 2004 through January 31, 2006.

      As of the date of this prospectus James Ciocia, Edward H. Cohen and Allan
R. Page are members of our Board. James Ciocia is the Chairman of our Board.

      The table below assumes the sale of all of the shares registered for sale
by the Selling Stockholders pursuant to this prospectus. Except as set forth in
the footnotes to the table below, none of the Selling Stockholders own any
options, warrants and/or convertible securities (which are not held by any other
selling stockholder or person) which are exercisable or convertible within 60
days from the date of this prospectus.
-------------------------------------------------------------------------------------------------------------------
                                                                                        Common stock beneficially
                                                                                                   owned
                                                                                            after the offering
-------------------------------------------------------------------------------------------------------------------
                                                 Number of shares
                                                   beneficially         Number of                     Percentage of
                                                  owned prior to      shares being      Number of      outstanding
Name of selling stockholder                      the offering (1)        offered         shares           shares
-------------------------------------------------------------------------------------------------------------------
Elena Balbo                                         3,000,000           3,000,000              0             *
-------------------------------------------------------------------------------------------------------------------
Adam Belok(2)                                         296,140             290,000(2)       6,140             *
-------------------------------------------------------------------------------------------------------------------
Lisa A. Burgio Trust dated May 30, 2000               599,399             525,000         74,399             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co Trustee, Gilman +
Ciocia Inc. 401K Plan & Trust, FBO
David Burgio                                          150,000             150,000              0             *
-------------------------------------------------------------------------------------------------------------------
Richard F. Caparelli and Lorraine
Caparelli                                             100,000             100,000              0             0
-------------------------------------------------------------------------------------------------------------------
Dominick A. Ciocia and Kathleen Ciocia                898,222             750,000        148,222             0
-------------------------------------------------------------------------------------------------------------------
James Ciocia                                        2,854,784(3)        2,250,000        604,784             *
-------------------------------------------------------------------------------------------------------------------
10
-------------------------------------------------------------------------------------------------------------------
Edward H. Cohen                                       510,000             500,000         10,000             *
-------------------------------------------------------------------------------------------------------------------
Matthew J. Collins (4)                                244,027             220,000(4)      24,027             *
-------------------------------------------------------------------------------------------------------------------
Thomas E. Connors (5)                               1,540,367           1,375,000(5)     165,367             *
-------------------------------------------------------------------------------------------------------------------
Dennis Conroy (6)                                     537,098             475,000(6)      62,098             *
-------------------------------------------------------------------------------------------------------------------
Kenneth G. Copans                                     319,783             250,000         69,783             *
-------------------------------------------------------------------------------------------------------------------
Thomas F. Fattoruso and Sharon A.                     250,000             250,000              0             0
Fattoruso
-------------------------------------------------------------------------------------------------------------------
Philip T. Fern                                      1,250,000           1,250,000              0
-------------------------------------------------------------------------------------------------------------------
Ted H. Finkelstein (8)                              3,748,788(7)        3,400,000(8)     348,788             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +                   30,000              30,000              0             0
Ciocia, Inc. 401K Plan & Trust, FBO
Karen Fisher
-------------------------------------------------------------------------------------------------------------------
David W. Frederick                                    500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Steven J. Gilbert                                     704,927(9)          320,000        384,927(9)          *
-------------------------------------------------------------------------------------------------------------------
Mark S. Gopen(10)                                     893,648             700,000(10)    193,648             *
-------------------------------------------------------------------------------------------------------------------
Toby Gopen (11)                                       393,050             300,000(11)     93,050             *
-------------------------------------------------------------------------------------------------------------------
Jeffrey L. Harmer and Rachelle A. Harmer              500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Barry Horowitz                                        320,000(12)         300,000(12)     20,000             *
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +
Ciocia, Inc. 401K Plan & Trust, FBO
Richard S. Hyams                                      100,000             100,000              0             0
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly(13)                            3,067,771           2,850,000(13)    217,771             *
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly C/F Peter W. Kelly
UTMA/MD                                                75,000              75,000              0             0
-------------------------------------------------------------------------------------------------------------------
Christopher R. Kelly C/F Claire L.
Kelly UTMA/MD                                          75,000              75,000              0             0
-------------------------------------------------------------------------------------------------------------------
Gabriele Kramer (14)                                  108,343(14)         100,000(14)      8,343             *
-------------------------------------------------------------------------------------------------------------------
Frank A. Maiolo and Susan Maiolo, JTWROS            1,000,000           1,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Mutual, Inc.(15)                                    1,000,000           1,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Deborah E. O'Connell                                  500,000             500,000              0             0
-------------------------------------------------------------------------------------------------------------------
Allan R. Page                                         103,000             100,000          3,000             *
-------------------------------------------------------------------------------------------------------------------
Prime Partners II, LLC (16)                        15,420,000          15,420,000              0             0
-------------------------------------------------------------------------------------------------------------------
Reliance Trust Co. Trustee, Gilman +
Ciocia, Inc. 401K Plan & Trust, FBO
Rose Rudden                                           220,000             220,000              0             0
-------------------------------------------------------------------------------------------------------------------
Neil Subes                                            250,000             250,000              0             0
-------------------------------------------------------------------------------------------------------------------
Kathryn Travis                                        607,980             375,000        232,980             *
-------------------------------------------------------------------------------------------------------------------
11
-------------------------------------------------------------------------------------------------------------------
Kevin J. Walsh                                        374,712             300,000         74,712             *
-------------------------------------------------------------------------------------------------------------------
Paul M. Weinberger (17)                               279,830(17)         200,000(17)     79,830             *
-------------------------------------------------------------------------------------------------------------------
Wynnefield Small Cap Value Offshore
Fund, Ltd. (18)                                    12,000,000          12,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Wynnefield Partners Small Cap Value,
L.P. (18)                                           8,000,000           8,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
Wynnefield Partners Small Cap Value,
L.P. I (18)                                        10,000,000          10,000,000              0             0
-------------------------------------------------------------------------------------------------------------------
WebFinancial Corporation (19)                      10,457,940          10,000,000        457,940             *
-------------------------------------------------------------------------------------------------------------------
*     Less than one percent

(1)   Beneficial ownership is determined in accordance with the rules of the SEC
      under Section 13d of the Exchange Act. Percentages are based upon
      89,711,549 shares of common stock that were outstanding as of October 24,
      2007.
(2)   The 290,000 shares being offered are held of record by NFS LLC/FMTC FBO
      Adam Belok.
(3)   555,716 of such shares are held jointly with Tracy Ciocia, Mr. Ciocia's
      wife and 9,100 shares are held as custodian for Mr. Ciocia's sons.
(4)   Of the 220,000 shares being offered (i) 70,000 shares are held of record
      by Matthew J. Collins Revocable Trust dated July 2, 2004 and (ii) 150,000
      shares are held of record by Reliance Trust Co. Trustee, Gilman + Ciocia,
      Inc. 401K Plan & Trust, FBO Matthew J. Collins.
(5)   Of the 1,375,000 shares being offered (i) 875,000 are held of record by
      Thomas E. Connors and Veronica Connors JTWROS and (ii) 500,000 are held of
      record by Reliance Trust Co., Trustee, Gilman + Ciocia 401K Plan & Trust
      FBO Thomas E. Connors.
(6)   Of the 475,000 shares being offered (i) 375,000 shares are held of record
      by Mr. Conroy and (ii) 100,000 are held of record by Reliance Trust Co.,
      Trustee, Gilman + Ciocia 401K Plan & Trust FBO Dennis Conroy.
(7)   Includes 10,000 shares issuable upon the exercise of options.
(8)   Of the 3,400,000 shares being offered (i) 2,800,000 shares are held of
      record by Mr. Finkelstein, (ii) 300,000 shares are held of record by
      Reliance Trust Co. Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO
      Ted H. Finkelstein and (iii) 300,000 are held of record by NFS LLC/FMTC
      FBO Ted H. Finkelstein.
(9)   Includes 315,000 shares issuable upon the exercise of options.
(10)  Of the 700,000 shares being offered (i) 500,000 are held of record by Mr.
      Gopen, (ii) 20,000 shares are held of record by Reliance Trust Co.
      Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO Mark S. Gopen and
      (iii) 180,000 shares are held of record by NFS LLC/FMTC FBO Mark S. Gopen
      Roth 401K.
(11)  The 300,000 shares being offered are held of record by NFS LLC/FMTC FBO
      Toby Gopen IRA B.
(12)  The 300,000 shares being offered are held of record by Mr. Horowitz. The
      320,000 shares beneficially owned include 20,000 shares held in a 401K
      account.
(13)  Of the 2,850,000 shares being offered by Mr. Kelley (i) 850,000 shares are
      held of record by Mr. Kelley and (ii) 2,000,000 shares are held of record
      by MLPF&S Cust FBO Christopher R. Kelly IRA.
(14)  The 100,000 shares being offered are held of record by Reliance Trust Co.,
      Trustee, Gilman + Ciocia 401K Plan & Trust FBO Gabriele Kramer. The
      108,343 shares beneficially owned includes 100 shares in an 1RA SEP and
      8,243 shares in the name of Gabriele Kramer.
(15)  William Devine and Raymond Menna, officers of Mutual, Inc., alone or
      together have the power to dispose of the shares that this selling
      stockholder owns.
(16)  Michael Ryan and Ralph Porpora, members and managers of Prime Partners II,
      LLC together have the right to dispose of the shares that this selling
      stockholder owns.
(17)  The 200,000 shares being offered are held of record by Reliance Trust Co.
      Trustee, Gilman + Ciocia, Inc. 401K Plan & Trust, FBO Paul M. Weinberger.

                                       12
(18)  Wynnefield Capital Management, LLC, a New York limited liability company
      ("WCM") is the sole general partner of each of Wynnefield Partners Small
      Cap Value LP, a Delaware limited partnership ("Wynnefield Partners") and
      Wynnefield Partners Small Cap Value LP I, a Delaware limited partnership
      ("Wynnefield Partners I"). Nelson Obus and Joshua Landes are the
      co-managing members of WCM and by virtue of such positions with WCM, have
      the shared power to vote and dispose of the shares of the Company's common
      stock that are beneficially owned by each of Wynnefield Partners and
      Wynnefield Partners I. Wynnefield Capital, Inc., a Delaware corporation
      ("WCI"), is the sole investment manager of Wynnefield Small Cap Value
      Offshore Fund, Ltd., Cayman Islands company ("Wynnefield Offshore").
      Messrs. Obus and Landes are the co-principal executive officers of WCI and
      by virtue of such positions with WCI, have the shared power to vote and
      dispose of the shares of the Company's common stock that are beneficially
      owned by Wynnefield Offshore. Each of WCM, WCI and Messrs. Obus and Landes
      disclaims any beneficial ownership of the shares of the Company's common
      stock that are directly beneficially owned by each of Wynnefield Partners,
      Wynnefield Partners I and Wynnefield Offshore, except to the extent of
      their respective pecuniary interest in such shares.
(19)  Jack L. Howard, as Chairman of the Board of WebFinancial Corporation, and
      James R. Henderson, as Chief Executive Officer of WebFinancial
      Corporation, alone or together have the power to dispose of the shares of
      the Company's common stock owned by WebFinancial Corporation. Each of
      Messrs. Howard and Henderson disclaims any beneficial ownership of the
      shares of the Company's common stock owned by WebFinancial Corporation.

                                       13
PLAN OF DISTRIBUTION

      The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of our common stock on any stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

      o     ordinary brokerage transactions and transactions in which the
            broker/dealer solicits purchasers;
      o     block trades in which the broker/dealer will attempt to sell the
            shares as agent but may position and resell a portion of the block
            as principal to facilitate the transaction;
      o     purchases by a broker/dealer as principal and resale by the
            broker/dealer for its account;
      o     an exchange distribution in accordance with the Rules of the
            applicable exchange;
      o     privately negotiated transactions;
      o     settlement of short sales;
      o     broker/dealers may agree with the Selling Stockholders to sell a
            specified number of such shares at a stipulated price per share;
      o     a combination of any such methods of sale; and
      o     any other method permitted pursuant to applicable law.

      The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker/dealers engaged by the Selling Stockholders may arrange for other
brokers/dealers to participate in sales. Broker/dealers may receive commissions
from the Selling Stockholders (or, if any broker/dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions to exceed what is customary
in the types of transactions involved.

      The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus.

      The Selling Stockholders and any broker/dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker/dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions under the Securities Act. The Selling Stockholders have informed us
that they do not have any agreement or understanding, directly or indirectly,
with any person to distribute our common stock.

      We are required to pay all fees and expenses incident to the registration
of the shares. We have agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

                                       14
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 October 24, 2007 there were
89,711,549 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.

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 October 24, 2007, there were 778,500 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;

                                       15
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.

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the information reporting requirements of the Exchange
Act and, in accordance with these requirements, we are required to file periodic
reports and other information with the SEC. 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 SEC 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

                                       16
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; 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 legality of the shares of common stock offered hereby was passed upon
for the Company by Blank Rome LLP, New York, New York.

                                     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.

                                       17
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 (except the
SEC registration fee) to be as follows:

Securities and Exchange Commission Registration Fee                  $    491.20
Accounting Fees and Expenses                                         $ 10,000.00
Legal Fees                                                           $ 35,000.00
Miscellaneous Expenses                                               $  4,508.80
                                                                     -----------
Total                                                                $ 50,000.00

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.

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

                                      II-2
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.

      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.

The undersigned registrant hereby undertakes:

(a)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimate
                  maximum offering range may be reflected in the form of
                  prospectus filed with the SEC pursuant to Rule 424(b) if, in
                  the aggregate, the changes in volume and price represent no
                  more than 20 percent change in maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

                                      II-3
(iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

(b)   That, for the purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time be deemed to be the initial
      bona fide offering thereof.

(c)   To remove from registration by means of a post-effective amendment any of
      the securities being registered which remain unsold at the termination of
      the offering.

(d)   That, for the purpose of determining liability under the Securities Act of
      1933 to any purchaser each prospectus required to be filed pursuant to
      Rule 424(b) as part of a registration statement relating to an offering,
      other than registration statements relying on Rule 430B or other
      prospectuses filed in reliance on Rule 430A shall be deemed to be part of
      and included in the registration statement as of the date it is first used
      after effectiveness. Provided, however, that no statement made in a
      registration statement or prospectus that is part of the registration
      statement or made in a document incorporated or deemed incorporated by
      reference into the registration statement or prospectus that is part of
      the registration statement will, as to a purchaser with a time of contract
      of sale prior to such effective date, supersede or modify any statement
      that was made in the registration statement or prospectus that was part of
      the registration statement or made in any such document immediately prior
      to such date of first use.

(e)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to our directors, officers and controlling
      persons pursuant to the foregoing provisions, or otherwise, we have been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Securities
      Act and is, therefore, unenforceable. In the event that a claim for
      indemnification against such liabilities (other than the payment by us of
      expenses incurred or paid by one of our directors, officers or controlling
      persons 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, we will, unless in the opinion of
      our counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by us is against public policy as expressed in the
      Securities Act and will be governed by the final adjudication of such
      issue.

                                      II-4
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 October 25, 2007.

                                                  GILMAN + CIOCIA, INC.

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

      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         October 25, 2007
-----------------------     Director (Principal Executive
Michael Ryan                Officer)

/s/ Karen Fisher            Chief Accounting Officer            October 25, 2007
-----------------------     (Principal Financial and
Karen Fisher                Accounting Officer)

/s/ Edward Cohen            Director                            October 25, 2007
-----------------------
Edward Cohen

/s/ James Ciocia            Director                            October 25, 2007
-----------------------
James Ciocia

/s/ John Levy               Director                            October 25, 2007
-----------------------
John Levy

/s/ Nelson Obus             Director                            October 25, 2007
-----------------------
Nelson Obus

/s/ Allan Page              Director                            October 25, 2007
-----------------------
Allan Page

/s/ Frederick Wasserman     Director                            October 25, 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.

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.
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).