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

FORM 10-K /A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________

Commission File Number: 000-22996
 
Gilman Ciocia, Inc.

(Exact name of registrants as specified in its charters)
 
DELAWARE 11-2587324
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
11 RAYMOND AVENUE
POUGHKEEPSIE, NEW YORK 12603
(Address of principal executive offices)

(845) 486-0900
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per share
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨ No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405) of this chapter during the preceding 12 months (or such shorter period that the registrant was required to submit and post such filings).    Yes   x     No   ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x     
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer (Do not check if smaller reporting company) ¨ Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
 
The aggregate market value of Gilman Ciocia, Inc.’s voting and non-voting common equity held by non-affiliates of Gilman Ciocia, Inc. at December 31, 2011 was approximately $566,877, based on a sale price of $0.02.
 
As of September 26, 2012, 96,016,863 shares of Gilman Ciocia, Inc.’s common stock $0.01 par value, were outstanding.

 
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EXPLANATORY NOTE
 
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on September 28, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of June 30, 2012 and June 30, 2011, (ii) the Consolidated Statements of Operations for the fiscal years ended June 30, 2012 and June 30, 2011, (iii) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 30, 2012 and June 30, 2011, (iv) the Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2012 and June 30, 2011 and (v) the Notes to Consolidated Financial Statements.
 
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the September 28, 2012 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.
 

 
 
 
 
 
 
 
 

 

 
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(a) 
The following documents are filed as part of this report:

Financial Statements: See “Index to Consolidated Financial Statements” set forth on page F-1.

Financial Statement Schedule: See “Index to Consolidated Financial Statements” set forth on page F-1.

Exhibits: See “Index to Exhibits” set forth below.


INDEX TO EXHIBITS

21.1 
List of subsidiaries (annexed herewith). *

23.1 
Consent of Sherb & Co., LLP. *

31.1 
Rule 13a-14(a) Certification of Chief Executive Officer. *
 
31.2 
Rule 13a-14(a) Certification of Principal Financial and Chief Accounting Officer. *

32.1 
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley of Act of 2002. *
 
32.2
Certification of Principal Financial and Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley of Act of 2002. *
 
101
The financial information from the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2012 furnished electronically herewith, and formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets; Consolidated Statements of Operations; Consolidated Statements of Shareholders' Equity; Consolidated Statement of Cash Flows; and Notes to Consolidated Financial Statements, tagged as blocks of text. (Filed herewith).
 
*   Previously filed.
 
(b) 
The following exhibits are incorporated by reference or attached herein:

3.1
Registrant’s Certificate of Amendment of Certificate of Incorporation, incorporated by reference to the exhibit in the Registrant’s  Quarterly Report on Form 10-Q dated March 31, 2008, incorporated by reference herein.

3.2
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.

3.3
Registrant’s Certificate of Amendment of 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.

3.4
Registrant’s By-Laws, 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.
 
4.1
Promissory Note dated December 26, 2007 between the Company and Prime Partners, Inc. in the amount of $303,200.00 at Ten (10%) percent interest payable in thirty-one (31) monthly payments of $11,138.78 commencing on January 1, 2008 and continuing through July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.2
Promissory Note dated September 1, 2008 between the Company and Prime Partners, Inc. in the amount of $530,000.00 at 10% interest payable monthly with the principal due on July 1, 2009, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.3
Promissory Note dated December 3, 2008 between the Company and the Christopher R. Hecker Irrevocable Trust dated September 30, 2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.4 
Promissory Note dated December 3, 2008 between the Company and the Julian A. Hecker Irrevocable Trust dated September30, 2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 

 
 
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ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - continued
 
4.5 
Promissory Note dated December 3, 2008 between the Company and the Colleen N. Hecker Irrevocable Trust dated September30, 2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.6
Promissory Note dated January 27, 2009 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc.  401(k) Plan, FBO Carole Enisman in the amount of $170,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.7
Promissory Note dated June 30, 2009 between the Company and Prime Partners, Inc. in the amount of $530,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, which superseded and cancelled the $530,000.00 Promissory Note dated September 1, 2008 between the Company and Prime Partners, Inc., incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.8 
Promissory Note dated August 19, 2009 between the Company and the Christopher R. Hecker Irrevocable Trust datedSeptember 30, 2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.9 
Promissory Note dated August 19, 2009 between the Company and the Colleen N. Hecker Irrevocable Trust dated September30,  2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.10 
Promissory Note dated August 19, 2009 between the Company and the Julian A. Hecker Irrevocable Trust dated September 30,2003 in the amount of $100,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.11
Promissory Note dated November 24, 2009 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Michael Ryan in the amount of $38,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.12 
Promissory Note dated November 24, 2009 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k)Plan, FBO Carole Enisman in the amount of $40,000.00 at 10% interest payable monthly with the principal due on July 1, 2010, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.

4.13 
Amended Promissory Note dated March 2, 2010 between the Company and Reliance Trust Co., Trustee Gilman Ciocia, Inc.401(k) Plan, FBO Carole Enisman in the amount of $210,000.00 at 10% interest payable monthly with the principal due on July 1, 2011 which superseded and cancelled the $170,000.00 Promissory Note dated January 27, 2009 and which superseded and cancelled the $40,000.00 Promissory Note dated November 24, 2009   between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Carole Enisman, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.14 
Amended Promissory Note dated April 19, 2010 between the Company and the Christopher R. Hecker Irrevocable Trust datedSeptember 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with the principal due on July 1, 2011 which superseded and cancelled the $100,000.00 Promissory Note dated December 3, 2008 and which superseded and cancelled the $100,000.00 Promissory Note dated August 19, 2009 between the Company and the Christopher R. Hecker Irrevocable Trust dated September 30, 2003 incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.

4.15
Amended Promissory Note dated April 19, 2010 between the Company and the Julian A. Hecker Irrevocable Trust dated September 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with  the principal due on July 1, 2011 which superseded and cancelled the $100,000.00 Promissory Note dated December 3, 2008 and which superseded and cancelled the $100,000.00 Promissory Note dated August 19, 2009 between the Company and the Julian A. Hecker Irrevocable Trust dated September 30, 2003, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.

4.16
Amended Promissory Note dated April 19, 2010 between the Company and the Colleen N. Hecker Irrevocable Trust dated September 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with the principal due on July 1, 2011 which superseded and cancelled the $100,000.00 Promissory Note dated December 3, 2008 and which superseded and cancelled the $100,000.00 Promissory Note dated August 19, 2009 between the Company and the Colleen N. Hecker Irrevocable Trust dated September 30, 2003 incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.

 
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ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - continued
 
4.17
Amended Promissory Note dated April 19, 2010 between the Company and Reliance Trust Co., Trustee Gilman Ciocia, Inc. 401(k) Plan FBO Michael Ryan in the amount of $38,000.00 at 10% interest payable monthly with the principal due on July 1, 2011 which superseded and cancelled the $38,000.00 Promissory Note dated November 24, 2009 between the Company and Reliance Trust Co., Trustee Gilman Ciocia, Inc. 401(k) Plan FBO Michael Ryan, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.18
Promissory Note dated May 5, 2010 between the Company and Prime Partners, Inc. in the amount of $530,000.00 at 10% interest payable monthly with the principal due on July 1, 2011, which superseded and cancelled the $530,000.00 Promissory Note dated  June 30, 2009 between the Company and Prime Partners, Inc, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.19
Promissory Note dated August 1, 2010 between the Company and Prime Partners, Inc. in the amount of $530,000.00 at 10% interest payable in forty-two (42) monthly payments of $15,007.91 commencing on August 15, 2010  and continuing through January 15, 2014 which superseded and cancelled the $530,000.00 Promissory Note dated May 5, 2010 between the Company and Prime Partners, Inc., incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.20
Promissory Note dated December 16, 2010 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Michael Ryan in the amount of $18,000.00 at 10% interest payable monthly with the principal due on April 1, 2011, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.21 
Promissory Note dated December 16, 2010 between the Company and Ted Finkelstein in the amount of $100,000.00   at 10%interest payable monthly with the principal due on April 1, 2011, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.21
Promissory Note dated December 16, 2010 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Carole Enisman in the amount of $64,000.00 at 10% interest payable monthly with the principal due on April 1, 2011, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.23 
Promissory Note dated May 26, 2011 between the Company and Ted Finkelstein in the amount of $50,000.00   at 10% interestpayable monthly with the principal due on Demand, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.

4.24
Amended Promissory Note dated May 31, 2011 between the Company and Equity Trust Company d.b.a. Sterling Trust, Custodian FBO: Gilman Ciocia, Inc. 401K Plan, FBO Carole Enisman a/c#500190 in the amount of $210,000.00 at 10% interest payable monthly with the principal due on July 1, 2012 which superseded and cancelled the $210,000.00 Promissory Note dated March 2, 2010 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Carole Enisman, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.25
Amended Promissory Note dated May 31, 2011 between the Company and Equity Trust Company d.b.a. Sterling Trust, Custodian FBO: Gilman Ciocia, Inc. 401K Plan, FBO Michael Ryan a/c#500192 in the amount of $38,000.00 at 10% interest payable monthly with the principal due on July 1, 2012 which superseded and cancelled the $38,000.00 Promissory Note dated April 19, 2010 between the Company and Reliance Trust Co., Trustee, Gilman Ciocia, Inc. 401(k) Plan, FBO Michael Ryan, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.26
Amended Promissory Note dated May 31, 2011 between the Company and the Colleen N. Hecker Irrevocable Trust dated September 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with the principal due on July 1, 2012 which superseded and cancelled the $200,000.00 Promissory Note dated April 19, 2010 between the Company and the Colleen N. Hecker Irrevocable Trust dated September 30, 2003, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.27
Amended Promissory Note dated May 31, 2011 between the Company and the Julian A. Hecker Irrevocable Trust dated September 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with the principal due on July 1, 2012 which superseded and cancelled the $200,000.00 Promissory Note dated April 19, 2010 between the Company and the Julian A. Hecker Irrevocable Trust dated September 30, 2003, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
4.28 
Amended Promissory Note dated May 31, 2011 between the Company and the Christopher R. Hecker Irrevocable Trust datedSeptember 30, 2003 in the amount of $200,000.00 at 10% interest payable monthly with the principal due on July 1, 2012 which superseded and cancelled the $200,000.00 Promissory Note dated April 19, 2010 between the Company and the Christopher R. Hecker Irrevocable Trust dated September 30, 2003, incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 28, 2012.
 
 
 
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ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - continued
 
10.1
Stock Purchase Agreement dated as of January 1, 2004 between Registrant and Daniel Levy and Joseph Clinard on the Registrant’s Annual Report on Form 10-K dated June 30, 2004, incorporated by reference herein.

10.2
Agreement with Steven J. Gilbert on the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, incorporated by reference herein.

10.3
Letter of Acceptance, Waiver and Consent dated August 12, 2005 incorporated by reference on the Registrant’s report on Form 8-K dated August 12, 2005.

10.4
Leases for the Company’s Headquarters on the Registrant’s Annual Report on Form 10-K dated June 30, 2006, incorporated by reference herein.

10.5
Investor Purchase Agreement (with Exhibits) dated April 25, 2007 on the Registrant’s Form 8-K dated April 25, 2007, incorporated by reference herein.

10.6
Waiver of Registration Rights Agreement dated April 25, 2007 on the Registrant’s Form 8-K dated April 25, 2007, incorporated by reference herein.

10.7
Letter from Prime Partners, Inc. dated April 25, 2007 on the Registrant’s Form 8-K dated April 25, 2007, incorporated by reference herein.

10.8
Voting Agreement dated April 25, 2007 on the Registrant’s Form 8-K dated April 25, 2007, incorporated by reference herein.

10.9
Placement Purchase Agreement dated August 13, 2007 on the Registrant’s Form 8-K dated August 20, 2007, incorporated by reference herein.

10.10
Debt Conversion Agreement dated August 13, 2007 on the Registrant’s Form 8-K dated August 20, 2007, incorporated by reference herein.

10.11
Shareholder Agreement dated August 20, 2007 on the Registrant’s Form 8-K dated August 20, 2007, incorporated by reference herein.

10.12
Registration Rights Agreement dated August 20, 2007 on the Registrant’s Form 8-K dated August 20, 2007, incorporated by reference herein.

10.13
Employment Agreement between the Company and Michael P. Ryan dated August 20, 2007 on the Registrant’s Form 8-K dated August 20, 2007, incorporated by reference herein.

10.14
2007 Stock Incentive Plan adopted and approved at the July 19, 2007 Shareholder Meeting on the Registrant’s 8-K dated July 25, 2007 incorporated by reference herein, which incorporated by reference Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14-A filed on June 18, 2007.

10.15
Offer of Settlement of Prime Capital Services, Inc. and Gilman Ciocia, Inc., incorporated by reference to the exhibit in the Registrant’s Quarterly Report on Form 10-Q dated March 31, 2010, incorporated by reference herein.

10.16
Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21(c) of the Securities Exchange Act of 1934 as to Prime Capital Services, Inc. and Gilman Ciocia, Inc., incorporated by reference to the exhibit in the Registrant’s Quarterly Report on Form 10-Q dated March 31, 2010, incorporated by reference herein.

14.0
Code of Ethics for Senior Financial Officers and the Principal Executive Officer of Gilman & Ciocia, Inc. on the Registrant’s Annual Report on Form 10-K dated June 30, 2003, incorporated by reference herein.

 



 
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  GILMAN CIOCIA, INC.  
       
Dated: October 29, 2012
By:
/s/ Michael Ryan  
    Chief Executive Officer  
       
       
Dated: October 29 2012
By:
/s/ Jay Palma  
    Principal Financial and Chief Accounting Officer  
       

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated this 29th day of October , 2012.
 
       
 
/s/ James Ciocia, Chairman  
       
 
/s/ Edward Cohen, Director  
       
 
/s/ Michael Ryan, Director  
       
 
/s/ Frederick Wasserman, Director  
       
 
/s/ John Levy, Director  
       
 
/s/ Allan Page, Director  

 
 




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