UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
COLONIAL COMMERCIAL CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class Securities)
COMMON STOCK: 195621 40 4
(CUSIP Number)
September 20, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
. . . . . . .
Cusip No. 195621 40 4 13G Page 2 of 5
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William Pagano
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
5. Sole Voting Power
667,973 shares of Common Stock (1)
6. Shared Voting Power
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 7. Sole Dispositive Power
EACH
REPORTING 667,973 shares of Common Stock (1)
PERSON WITH:
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
667,973 shares of Common Stock (1)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11. Percent of Class Represented by Amount in Row (9)
14.59%
12. Type of Reporting Person (See Instructions)
IN
______________________
(1) Consists of 634,640 shares of Common Stock and 33,333 shares of Common Stock
issuable at any time upon conversion of a $100,000 Convertible Note at a
conversion price of $3 per share.
Cusip No. 195621 40 4 13G Page 3 of 5
Item 1.
-------
(a) Name of Issuer
Colonial Commercial Corp.
(b) Address of Issuer's Principal Executive Offices
275 Wagaraw Road
Hawthorne, NJ 07506
Item 2.
-------
(a) Name of Person Filing
William Pagano
(b) Address of Principal Business office or, if None, Residence
41 Annett Avenue
Edgewater, NJ 07020
(c) Citizenship
U.S.A.
(d) Title of Class Securities
Common Stock, $.05 par value
(e) CUSIP Number: 195621 40 4
Item 3. If this statement is filed pursuant to Sec.Sec.240.13d-1(b) or
-------
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act;
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d- 1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Cusip No. 195621 40 4 13G Page 4 of 5
Item 4. Ownership
-------
(a) Amount beneficially owned: 667,973 shares of Common Stock (2)
(b) Percent of class: 14.59%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 667,973 shares of Common
Stock 2
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition of: 667,973
shares of Common Stock (2)
(iv) Shared power to dispose or to direct the disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
-------
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
-------
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
-------
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
-------
Not Applicable
Item 9. Notice of Dissolution of Group.
-------
Not Applicable.
Item 10. Certification:
--------
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
______________________
(2) Consists of 634,640 shares of Common Stock and 33,333 shares of Common Stock
issuable at any time upon conversion of a $100,000 Convertible Note at a
conversion price of $3 per share.
Cusip No. 195621 40 4 13G Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 13, 2006
/s/ William Pagano
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William Pagano, President
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Name/Title