UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of ~~The Securities Exchange Act of 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported) September 9, 2013~~1934

~~(Exact~~Date ~~name~~ of ~~registrant~~report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): October 15, 2013

Delaware		000-22996		11-2587324
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Gilman Ciocia, Inc.

11 Raymond Avenue, Poughkeepsie, New York		12603
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

~~Registrant's~~ Delaware 000-22996 11-2587324 (State ~~telephone~~or ~~number,~~Other ~~including~~Jurisdiction of ~~area code~~ Incorporation) (~~845~~Commission File Number) (I.R.S. ~~485-5278~~Employer Identification No.)

~~N/A~~ 11 Raymond Avenue, Poughkeepsie, New York 12603 (Address of Principal Executive Offices) (Zip Code)

(~~Former name or former address, if changed since last report.~~845) 485-5278

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see~~Registrant's ~~General~~Telephone ~~Instruction~~Number, ~~A.2.~~Including ~~below~~Area Code):

¨ Not Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Applicable

1(Former Name or Former Address, if Changed Since Last Report)

~~Item~~Check ~~5.07~~the ~~Submission~~appropriate ofbox ~~Matters~~below if the Form 8-K filing is intended to asimultaneously ~~Vote~~satisfy the filing obligation of ~~Security~~the ~~Holders~~registrant under any of the following provisions:

On☐ ~~September~~Written 9,communications ~~2013,~~pursuant ~~Gilman~~to ~~Ciocia,~~Rule ~~Inc.~~425 ~~(the~~under ~~“Company”) held a special meeting of stockholders of~~ the ~~Company for the purpose of considering and voting on the proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S.~~ Securities ~~and~~Act ~~Exchange Commission on August 9, 2013~~ (~~the~~17 ~~“Proxy~~CFR ~~Statement”)~~230. Holders of 62,192,939 shares of common stock of the Company, representing approximately 64% of the shares of the common stock of the Company outstanding and entitled to vote as of August 7, 2013, the record date for the special meeting, were present in person or represented by proxy at the special meeting. A summary of the voting results on each of the proposals submitted to a vote of the Company’s stockholders at the special meeting is set forth below:425)

~~Proposal~~☐ 1:Soliciting ~~Adoption~~material ofpursuant to Rule 14a-12 under the ~~Merger~~Exchange ~~Agreement~~Act (17 CFR 240.14a-12)

~~The~~☐ ~~Company’s~~Pre-commencement ~~stockholders~~communication ~~adopted~~pursuant ~~the~~to ~~Agreement~~Rule ~~and Plan of Merger~~ 14d-2(~~the “Merger Agreement”~~b) ~~dated~~under ~~as of June 20, 2013, by and among~~ the ~~Company,~~Exchange ~~National~~Act ~~Holdings Corporation~~ (~~“National”)~~17 ~~and~~CFR ~~National Acquisition Corp~~240. 14d-2(~~“Merger Sub”~~b) and the transactions contemplated thereby. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of National. The tabulation of votes on this proposal was as follows:)

For	Against	Abstain
62,125,180	62,256	5,503

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Proposal~~Item 2:.01 Completion ~~Non-Binding~~of ~~Vote~~Acquisition onor ~~Certain~~Disposition ~~Compensation~~of ~~Relating~~Assets. ~~to the Merger~~

~~The~~On ~~Company’s~~October ~~stockholders~~15, ~~approved~~2013, onGilman Ciocia, Inc., a ~~non-binding~~Delaware corporation (the “Company”), ~~advisory~~completed ~~basis~~its previously announced merger with National Holdings Corporation, a Delaware corporation ("National"). Pursuant to the terms and conditions of the Agreement and Plan of Merger (the “~~golden~~Merger ~~parachute~~Agreement”), ~~compensation~~dated ~~payable~~as toof ~~one~~June 20, 2013, by and among National, National Acquisition Corp., a Delaware corporation and wholly owned subsidiary of National (“Merger Sub”), and the Company’s, ~~executive~~Merger ~~officers~~Sub inwas ~~connection~~merged with and into the ~~merger~~Company, aswith ~~described~~the inCompany surviving the ~~Proxy~~merger ~~Statement. The~~(the ~~tabulation~~“Merger”) ofand ~~votes~~becoming ~~for~~a ~~this~~wholly-owned ~~proposal~~subsidiary ~~was~~of asNational. ~~follows:~~

For	Against	Abstain
61,707,174	400,641	85,124

Pursuant to the Merger Agreement, National issued to the Company's stockholders 0.235019 shares of National's common stock for each outstanding share of the Company's common stock. Upon closing the shares of the Company's common stock, which traded under the symbol “GTAX,” have ceased trading on the OTC Bulletin Board.

~~Proposal~~The 3:foregoing ~~Adjournment~~description of the ~~Special~~Merger ~~Meeting~~Agreement and the Merger does not purport to be complete and is qualified in it is entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~The~~Item ~~Company’s stockholders approved one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement~~3.03 ~~Because~~Material ~~the~~Modification ~~Company’s stockholders approved Proposal 1, the Company did not need~~ to ~~adjourn~~Rights ~~the special meeting to solicit additional proxies in favor~~ of ~~Proposal~~Security 1Holders.

For	Against	Abstain
62,088,896	95,237	8,803

The information set forth in Item 2.01 is incorporated herein by reference.

2Item 5.01 Changes in Control of Registrant.

~~SIGNATURES~~The information set forth in Item 2.01 is incorporated herein by reference.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Director ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangement ~~report~~of toCertain ~~be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

	Gilman Ciocia, Inc.
	(Registrant)
Date: September 10, 2013	/s/ Michael Ryan
	Name:	Michael Ryan
	Title:	President

In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, each of the directors of the Company resigned from their positions as directors of the Company, effective as of the effective time of the Merger, other than Michael Ryan, James Ciocia and Frederick Wasserman.

3 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the merger, the certificate of incorporation of the Company was amended and restated. The amended and restated certificate of incorporation of the Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, at the effective time of the merger, the bylaws were amended and restated. The amended and restated bylaws of the Company are filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On October 16, 2013, National issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2.1

Agreement and Plan of Merger, dated as of June 20, 2013, among National Holdings Corporation, National Acquisition Corp. and Gilman Ciocia, Inc. (incorporated by reference to Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2013).

3.1

Amended and Restated Certificate of Incorporation of Gilman Ciocia, Inc.

3.2

Amended and Restated Bylaws of Gilman Ciocia, Inc.

99.1

Press Release of National Holdings Corporation.

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 hereunto duly authorized.

	National Holdings Corporation (Registrant)


Date: October 21, 2013	By:	/s/Michael Ryan
		Michael Ryan
		President

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 20, 2013, among National Holdings Corporation, National Acquisition Corp. and Gilman Ciocia, Inc. (incorporated by reference to Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2013).

3.1		Amended and Restated Certificate of Incorporation of Gilman Ciocia, Inc.

3.2		Amended and Restated Bylaws of Gilman Ciocia, Inc.

99.1		Press Release of National Holdings Corporation.

Filing Compare · GILMAN CIOCIA, INC.