U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 1998
GILMAN & CIOCIA, INC.
---------------------
(Name of small business issuer in its charter)
Delaware 000-22996 11-2587324
-------- --------- ----------
(State or jurisdiction Commission (I.R.S.Employer
of incorporation or file Identification
organization) number No.)
475 Northern Boulevard, Great Neck, NY 11021
- -------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(516) 482-4860
--------------
(Issuer's Telephone Number, Including Area Code)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financial statements are included.
North Shore Capital Management Corp. (North Shore) and North Ridge
Securities Corp. (North Ridge) Unaudited Combined Balance Sheet as
of September 30, 1998
North Shore and North Ridge Unaudited Combined Statement of Income
and Retained Earnings for three months ended September 30, 1998
North Shore and North Ridge Unaudited Combined Statement of Cash
Flows for three months ended September 30, 1998
North Shore and North Ridge Notes to Unaudited Combined Financial
Statements for three months ended September 30, 1998
North Shore and North Ridge Audited Combined Balance Sheet as of
June 30, 1998 and 1997
North Shore and North Ridge Audited Combined Statements of Income
and Retained Earnings for fiscal years ended June 30, 1998 and
1997
North Shore and North Ridge Audited Combined Statements of Cash
Flows for fiscal years ended June 30, 1998 and 1997
North Shore and North Ridge Notes to Audited Combined Financial
Statements for fiscal years ended June 30, 1998 and 1997
(b) The following pro forma financial information is included in this
Form 8-K.
Gilman & Ciocia, Inc. & Subsidiaries and North Shore and North
Ridge Pro Forma Consolidated Balance Sheet as of September
30, 1998
Gilman & Ciocia, Inc. & Subsidiaries and North Shore and North
Ridge Pro Forma Consolidated Statement of Income and Retained
Earnings for year ended June 30, 1998
Gilman & Ciocia, Inc. & Subsidiaries and North Shore and North
Ridge Pro Forma Consolidated Statement of Operations for three
months ended September 30, 1998
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 2, 1999
GILMAN & CIOCIA, INC.
By: /s/ James Ciocia
--------------------------------
James Ciocia
President (authorized signatory)
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
1* Stock Purchase Agreement dated November 19, 1998, by and among
Gilman & Ciocia, Inc., Daniel R. Levy, and Joseph Clinard.
2* Non-competition Agreement dated as of November 19, 1998 by and
among Daniel R. Levy, Joseph Clinard, and Gilman & Ciocia, Inc.
3* Employment Agreement dated as of November 19, 1998 between Daniel
R. Levy, and North Shore Capital Management Corp., and North
Ridge Securities Corp.
4* Stock Option Agreement dated as of the 19th day of November, 1998
between Gilman & Ciocia, Inc., and Daniel R. Levy.
5* Consulting Agreement dated as of November 19, 1998 between Joseph
Clinard, and North Ridge Securities Corp.
6 Consent of Lawrence B. Goodman & Co., PA
*Previously filed with original Form 8-K.
-4-
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP.
AND
NORTH RIDGE SECURITIES CORPORATION
COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
<PAGE>
To The Board of Directors of
North Shore Capital Management Corp. and
North Ridge Securities Corp.
1895 Walt Whitman Road
Melville, New York 11747-3031
We have compiled the accompanying combined balance sheet of North Shore Capital
Management Corp. and North Ridge Securities Corp., as of September 30, 1998, and
the related combined statements of income and retained earnings, and cash flows
for the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting, in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements, and accordingly do not express
an opinion or any other form of assurance on them.
/s/ Lawrence B. Goodman
------------------------------
Lawrence B. Goodman & Co. P.A.
Certified Public Accountants
Fair Lawn, New Jersey
January 27, 1999
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED BALANCE SHEET
SEPTEMBER 30, 1998
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $155,369
Commissions receivable 463,963
Prepaid expenses 5,600
--------
Total current assets $624,932
EQUIPMENT
Office furniture and equipment 153,396
Less: Accumulated depreciation 101,071
--------
Net equipment 52,325
OTHER ASSETS
Security deposits 37,994
--------
Total Assets $715,251
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $477,550
Income taxes payable 20,616
--------
Total current liabilities $498,166
STOCKHOLDERS' EQUITY
Capital stock 14,000
Retained earnings 203,085
--------
Total stockholders' equity 217,085
--------
Total Liabilities and Stockholders' Equity $715,251
========
See accountant's compilation report and notes to the financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
INCOME
Commission income $1,352,633
Interest income 785
----------
Total income $1,353,418
OPERATING EXPENSES
Commissions 1,012,454
Advertising, promotions and seminars 23,647
Automobile and travel 6,964
Depreciation 3,697
Dues and subscriptions 4,661
Entertainment 6,947
Regulatory fees and licenses 3,686
Occupancy costs 36,056
Insurance 14,063
Payroll taxes 4,338
Officers' salaries 62,500
Office salaries 44,863
Telephone 12,621
Postage 3,430
Professional and consulting fees 9,540
Office expenses 12,598
----------
Total operating expenses 1,262,065
----------
Income before provision for Federal and
State income taxes 91,353
Provision for Federal and State income taxes 24,205
----------
Net income 67,148
Retained earnings - beginning 135,937
----------
Retained earnings - ending $ 203,085
==========
See accountant's compilation report and notes to the financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
Cash flows from operating activities:
Net income
$ 67,148
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation $ 3,697
Changes in assets and liabilities:
Increase in commissions receivable (236)
Decrease in prepaid expenses 10,505
Increase in accrued expenses 30,561
Increase in income taxes payable 8,840
---------
Total adjustments 53,367
---------
Net cash provided by operating activities 120,515
Cash flows from investing activities:
Purchase of office furniture and equipment (3,250)
---------
Net increase in cash 117,265
Cash at beginning of year 38,104
---------
Cash at end of year $ 155,369
=========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ --
=========
Income taxes paid $ 15,365
=========
See accountant's compilation report and notes to the financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
DESCRIPTION OF BUSINESS
North Shore Capital Management Corp. sells insurance products and
provides services for North Ridge Securities Corp. North Ridge
Securities Corp. is a broker-dealer subject to the rules and
regulations of the National Association of Securities Dealers (NASD)
and Securities Investor Protection Corporation (SIPC). Their place of
business is located at 1895 Walt Whitman Road, Melville, New York
11747-3031.
SIGNIFICANT ACCOUNTING POLICIES
COMBINED FINANCIAL STATEMENTS
All inter-company transactions have been eliminated.
REVENUE RECOGNITION
Revenue is recognized in the period it is earned.
COMMISSIONS RECEIVABLE
Commissions receivable are carried without provision for uncollectible
amounts in that management deems them to be fully collectible.
EQUIPMENT
Equipment is carried at cost, less accumulated depreciation computed on
the straight-line method over the estimated useful lives of the assets.
USE OF ESTIMATES
The presentation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements. Actual results could differ from these estimates.
<PAGE>
CAPITAL STOCK
The authorized issued and outstanding shares of common stock without
par value, as of September 30, 1998 were as follows:
NORTH SHORE CAPITAL MANAGEMENT CORP.
Authorized 2,500,000
=============
Issued and outstanding 2,500,000
=============
NORTH RIDGE SECURITIES CORP.
Authorized 300
=============
Issued and outstanding 250
=============
The changes to authorized shares was approved by the board of
directors.
INCOME TAXES
The income tax provision consists entirely of current taxes as follows:
Federal $15,698
State 8,507
---------
$24,205
=========
LEASES
North Shore Capital Management Corp. leases space from R-Three
Investors. The monthly rent at September 30, 1998 was $10,505. The
lease expires on February 28, 2002. The monthly rent increases to
$10,894 on March 1, 1999 to $11,221 on March 1, 2000 and to $11,558 on
March 1, 2001.
Minimum future rental payments under this lease in excess of one year
as of September 30, 1998 are:
1999 $128,783
2000 133,017
2001 137,011
2002 55,790
--------
$454,601
========
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP.
AND
NORTH RIDGE SECURITIES CORPORATION
COMBINED FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors of
North Shore Capital Management Corp. and
North Ridge Securities Corp.
1895 Walt Whitman Road
Melville, New York 11747-3031
We have audited the accompanying combined balance sheets of North Shore Capital
Management Corp. and North Ridge Securities Corp., as of June 30, 1998 and 1997,
and the related combined statements of income, retained earnings, and combined
statements of cash flows for the years then ended. These financial statements
are the responsibility of the Company=s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North Shore Capital Management
Corp. and North Ridge Securities Corp. as of June 30, 1998 and 1997, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.
/s/ Lawrence B. Goodman
------------------------------
Lawrence B. Goodman & Co. P.A.
Certified Public Accountants
Fair Lawn, New Jersey
July 17, 1998
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED BALANCE SHEETS
JUNE 30, 1998 AND 1997
ASSETS
1998 1997
CURRENT ASSETS
Cash $ 38,104 $ 41,954
Commissions receivable 463,727 278,506
Prepaid expenses 16,105 --
-------- --------
Total current assets 517,936 320,460
-------- --------
EQUIPMENT
Office furniture and equipment 150,146 110,725
Less: Accumulated depreciation 97,374 64,359
-------- --------
Net equipment 52,772 46,366
-------- --------
OTHER ASSETS
Security deposits 37,994 39,809
-------- --------
Total Assets $608,702 $406,635
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $446,989 $301,024
Income taxes payable 11,776 1,833
-------- --------
Total current liabilities 458,765 302,857
-------- --------
STOCKHOLDERS' EQUITY
Capital stock 14,000 14,000
Retained earnings 135,937 89,778
-------- --------
Total stockholders' equity 149,937 103,778
-------- --------
Total Liabilities and Stockholders' Equity $608,702 $406,635
======== ========
See accountant's opinion and notes to financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
1998 1997
INCOME
Commission income $6,016,439 $4,904,600
Interest income 6,606 6,052
---------- ----------
Total income 6,023,045 4,910,652
---------- ----------
OPERATING EXPENSES
Commissions 4,328,510 3,421,324
Advertising, promotions and seminars 39,848 29,102
Automobile and travel 75,136 28,778
Depreciation 33,015 30,923
Dues and subscriptions 16,651 18,956
Entertainment 28,399 24,344
Regulatory fees and licenses 30,055 21,846
Occupancy costs 125,478 114,201
Insurance 99,526 98,509
Payroll taxes 34,824 30,764
Officers' salaries 711,417 699,733
Office salaries 141,825 105,097
Telephone 56,180 50,172
Postage 33,133 34,367
Professional and consulting fees 94,080 56,557
Office expenses 109,133 122,436
---------- ----------
Total operating expenses 5,957,210 4,887,109
---------- ----------
Income before provision for Federal and
State income taxes 65,835 23,543
Provision for Federal and State income taxes 19,676 8,168
---------- ----------
Net income 46,159 15,375
Retained earnings - beginning 89,778 74,403
---------- ----------
Retained earnings - ending $ 135,937 $ 89,778
========== ==========
See accountant's opinion and notes to financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORP.
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
1998 1997
Cash flows from operating activities:
Net income $ 46,159 $ 15,375
--------- ---------
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation 33,015 30,923
Changes in assets and liabilities:
Increase in commissions receivable (185,221) (48,259)
Increase in prepaid expenses (16,105) --
Decrease in security deposits 1,815 --
Increase in accrued expenses 145,965 37,080
Increase in income taxes payable 9,943 2,397
--------- ---------
Total adjustments (10,588) 22,141
--------- ---------
Net cash used by operating activities 35,571 37,516
Cash flows from investing activities:
Purchase of office furniture and equipment (39,421) (33,499)
--------- ---------
Net increase (decrease) in cash (3,850) 4,017
Cash at beginning of year 41,954 37,937
--------- ---------
Cash at end of year $ 38,104 41,954
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ --
========= =========
Income taxes paid $ 9,733 $ 6,336
========= =========
See accountant's opinion and notes to financial statements.
<PAGE>
NORTH SHORE CAPITAL MANAGEMENT CORP. AND
NORTH RIDGE SECURITIES CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
DESCRIPTION OF BUSINESS
North Shore Capital Management Corp. sells insurance products and
provides services for North Ridge Securities Corp. North Ridge
Securities Corp. is a broker-dealer subject to the rules and
regulations of the National Association of Securities Dealers (NASD)
and Securities Investor Protection Corporation (SIPC). Their place of
business is located at 1895 Walt Whitman Road, Melville, New York
11747-3031.
SIGNIFICANT ACCOUNTING POLICIES
COMBINED FINANCIAL STATEMENTS
All inter-company transactions have been eliminated.
REVENUE RECOGNITION
Revenue is recognized in the period it is earned.
COMMISSIONS RECEIVABLE
Commissions receivable are carried without provision for uncollectible
amounts in that management deems them to be fully collectible.
EQUIPMENT
Equipment is carried at cost, less accumulated depreciation computed on
the straight-line method over the estimated useful lives of the assets.
USE OF ESTIMATES
The presentation of financial statements requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements. Actual results could differ from these estimates.
<PAGE>
CAPITAL STOCK
The authorized issued and outstanding shares of common stock without
par value, as of June 30, 1998 and 1997, were as follows:
1998 1997
NORTH SHORE CAPITAL MANAGEMENT CORP.
Authorized 2,500,000 2,000,000
========== ===========
Issued and outstanding 2,500,000 1,850,000
========== ===========
NORTH RIDGE SECURITIES CORP.
Authorized 300 200
========== ===========
Issued and outstanding 250 200
========== ===========
The changes to authorized shares was approved by the board of
directors.
INCOME TAXES
The income tax provision consists entirely of current taxes as follows:
1998 1997
Federal $ 6,182 $3,307
State 13,494 4,861
-------- ------
$19,676 $8,168
======== ======
LEASES
North Shore Capital Management Corp. leases space from R-Three
Investors. The monthly rent at June 30, 1998 and 1997 is $10,505 and
$10,116, respectively. The lease expires on February 28, 2002. The
monthly rent increases to $10,894 on March 1, 1999 to $11,221 on March
1, 2000 and to $11,558 on March 1, 2001.
Minimum future rental payments under this lease in excess of one year
as of June 30, 1998 and 1997 are:
1998 1997
1998 $ - $ 122,944
1999 127,613 127,613
2000 132,032 132,032
2001 135,996 135,996
2002 92,462 92,462
-------- ---------
$488,103 $611,047
======== =========
<PAGE>
GILMAN & CIOCIA, INC. & SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
North Shore
Capital
Management
Corp &
North Ridge
Gilman & Ciocia, Inc. & Securities
Subsidiaries Corp. Adjustments Pro Forma
------------ ----- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 589,000 $ 155,000 $ - $ 744,000
Marketable securities 116,000 - 116,000
Accounts receivable, net 2,334,000 464,000 - 2,798,000
Receivables from related parties, current portion 494,000 - 494,000
Prepaid expenses and other current assets, net 1,623,000 6,000 1,629,000
Deferred tax assets, current portion 85,000 - 85,000
------------- ------------ -------------- --------------
Total current assets 5,241,000 625,000 - 5,866,000
Property and equipment, net 1,858,000 52,000 1,910,000
Intangible assets, net 1,639,000 - (1) 5,083,000 6,722,000
Receivables from related parties, net of current portion 770,000 - 770,000
Deferred tax assets 67,000 - 67,000
Other assets 420,000 38,000 458,000
------------- ------------ -------------- --------------
Total assets $ 9,995,000 $ 715,000 $ 5,083,000 $ 15,793,000
============= ============ ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loan payable, bank $ 50,000 $ - (2) $ 3,000,000 $ 3,050,000
Due to former shareholders of acquired companies 558,000 - (3) 2,250,000 2,808,000
Accounts payable and accrued expenses 490,000 477,000 (4) 50,000 1,017,000
Income taxes payable - 21,000 21,000
------------- ------------ -------------- --------------
Total current liabilities 1,098,000 498,000 5,300,000 6,896,000
STOCKHOLDERS' EQUITY 8,897,000 217,000 (5) (217,000) 8,897,000
------------- ------------ -------------- --------------
Total liabilities and stockholders' equity $ 9,995,000 $ 715,000 $ 5,083,000 $ 15,793,000
============= ============ ============== ==============
</TABLE>
In preparing the pro forma consolidated balance sheet as of September 30, 1998,
adjustments were made to the historical financial statements to reflect:
(1) goodwill resulting from the acquisition,
(2) an increase in bank debt, pertaining to the portion of the purchase price
financed,
(3) due to former shareholders, pertaining to the portion of the purchase
price paid with the proceeds of the October 1998 warrant exercise,
(4) an increase in accounts payable, pertaining to the acquisition costs, and
(5) net assets acquired.
<PAGE>
GILMAN & CIOCIA, INC. & SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
North Shore
Capital
Management
Corp &
North Ridge
Gilman & Ciocia, Inc. & Securities
Subsidiaries Corp. Adjustments Pro Forma
------------ ----- ----------- ---------
<S> <C> <C> <C> <C>
Revenues $ 28,533,000 $ 6,016,000 $ - $ 34,549,000
Selling, general and administrative expenses 25,130,000 5,957,000 (1) 203,000 31,290,000
------------- ------------ ----------- -------------
Operating income 3,403,000 59,000 (203,000) 3,259,000
Other income (expenses) 15,000 7,000 (2) (278,000) (256,000)
------------- ------------ ----------- -------------
Income before income taxes (benefit) 3,418,000 66,000 (481,000) 3,003,000
Income taxes (benefit) 1,407,000 20,000 (3) (111,000) 1,316,000
------------- ------------ ----------- -------------
Net income $ 2,011,000 $ 46,000 $ (370,000) $ 1,687,000
============= ============ =========== =============
Income per share of common stock $ 0.32 $ 0.27
============= =============
Weighted average shares outstanding 6,315,345 6,315,345
============= =============
</TABLE>
In preparing the pro forma unaudited consolidated statement of income for the
year ended June 30, 1998, adjustments were made to the historical financial
statements to reflect:
(1) amortization expense ($203,000) resulting from the amortization of
goodwill over 25 years,
(2) interest expense ($278,000) resulting from the bank loan, and
(3) the income tax benefit of the interest expense ($111,000).
<PAGE>
GILMAN & CIOCIA, INC. & SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
North Shore
Capital
Management
Corp &
North Ridge
Gilman & Ciocia, Inc. & Securities
Subsidiaries Corp. Adjustments Pro Forma
------------ ----- ----------- ---------
<S> <C> <C> <C> <C>
Revenues $ 5,764,000 $ 1,352,000 $ - $ 7,116,000
Selling, general and administrative expenses 6,004,000 1,262,000 (1) 51,000 7,317,000
------------ --------------- ------------ --------------
Operating income (loss) (240,000) 90,000 (51,000) (201,000)
Other income (expenses) 32,000 1,000 (2) (69,000) (36,000)
------------ --------------- ------------ --------------
Income (loss) before income taxes (benefit) (208,000) 91,000 (120,000) (237,000)
Income taxes (benefit) (85,000) 24,000 (3) (28,000) (89,000)
------------ --------------- ------------ --------------
Net income (loss) $ (123,000) $ 67,000 $ (92,000) $ (148,000)
============ =============== ============ ==============
Loss per share of common stock $ (0.02) $ (0.03)
============ ==============
Weighted average shares outstanding 5,395,598 5,395,598
============ ==============
</TABLE>
In preparing the pro forma unaudited consolidated statement of operations for
the three months ended September 30, 1998, adjustments were made to the
historical financial statements to reflect:
(1) amortization expense ($51,000) resulting from the amortization of goodwill
over 25 years,
(2) interest expense ($69,000) resulting from the bank loan, and
(3) the income tax benefit of the interest expense ($28,000).
EXHIBIT 6
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation in this Amendment No. 1 dated February 2, 1999
to Form 8-K dated November 19, 1998 of Gilman & Ciocia, Inc. of the North Shore
and North Ridge Combined Audited Financial Statements for the fiscal years ended
June 30, 1998 and 1997 and of the North Shore and North Ridge Combined Unaudited
Financial Statements for the three months ended September 30, 1998.
/s/ Lawrence B. Goodman
- -------------------------------
Lawrence B. Goodman & Co., P.A.
Certified Public Accountants
February 2, 1999
