Edgar Filing: COLONIAL COMMERCIAL CORP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 2)*

Colonial Commercial Corp.
--------------------------------------------------------------
(NAME OF ISSUER)

Common Stock, par value $.05 per share
--------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)

COMMON STOCK: 195621 40 4
--------------------------------------------------------------
(CUSIP NUMBER)

Corporate Secretary
275 WAGARAW ROAD
HAWTHORNE, NJ 07506
--------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)

April 17, 2006
--------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ] *

--------------------
*

- Each of Goldman Associates of New York, Inc. ("Goldman Associates"),
Michael Goldman, William Pagano and Rita Folger are referred to as a
"Reporting Person" and collectively as the "Reporting Persons."

- On April 17, 2006, Goldman Associates, William Pagano and Rita Folger
purchased in the aggregate 494,255 shares of common stock ("Shares")
of Colonial Commercial Corp. ("Company"), representing approximately
9.38% of the Shares presently outstanding, in the

Cusip No. 195621 40 4 13D Page 2 of 19

transaction described in Item 4 below.

- The Reporting Persons may be deemed to have acted as a group in
connection with their participation in the transaction described in
Item 4 (the "Transaction") and are party to that certain Joint Filing
Agreement described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D. The Reporting Persons expressly
disclaim the existence of a group. To the extent that a group was
deemed to exist to effect the Transaction, the Reporting Persons also
hereby report the termination of the group effective immediately after
the Transaction.

--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Goldman Associates of New York, Inc.
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (1)
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY

--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS

WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)

[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

New York
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,044,255 shares of common stock (2)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,044,255 shares of common stock (2)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER

N/A
--------- ----------------------------------------------------------------------

-------------------
(1) Reference is made to the footnote set forth on the Cover Page to this
Schedule 13D.

(2) Michael Goldman is the President and majority shareholder of Goldman
Associates of New York, Inc. ("Goldman Associates"). Goldman Associates is the
owner of 894,255 shares of Common Stock ("Goldman Shares") and a warrant
("Warrant") to purchase 150,000 shares of Common Stock at an exercise price of
$3.00 per share. The Warrant is exercisable at any time prior to its expiration
on December 31, 2008. Mr. Goldman is the owner of 183,000 shares of Common
Stock and the beneficial owner of the Warrant and the Goldman Shares.

Cusip No. 195621 40 4 13D Page 4 of 19

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,044,255 shares of common stock (2)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|X| (3)
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.09%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO

-------------------
(3) Excludes 1,529,692 Shares of which 183,000 Shares are beneficially owned by
Michael Goldman, 767,973 Shares are beneficially owned William Pagano and
578,719 Shares are beneficially owned by Rita Folger. The Reporting Person
disclaims beneficial ownership of these shares.

--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Michael Goldman
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X](1)
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS

OO(2)
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2 (e)

[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,227,255 shares of common stock (3)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,227,255 shares of common stock (3)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER

N/A

-------------------

(1) Reference is made to the footnote set forth on the Cover Page to this
Schedule 13 D

(2) See footnote 3. Goldman Associates of New York, Inc. purchased 294,255
shares of common stock in the Transaction described in Item 4 below.

(3) Michael Goldman is the President and majority shareholder of Goldman
Associates of New York, Inc. ("Goldman Associates"). Goldman Associates is the
owner of 894,255 shares of Common Stock ("Goldman Shares") and a warrant
("Warrant") to purchase 150,000 shares of Common Stock at an exercise price of
$3.00 per share. The Warrant is exercisable at any time prior to its expiration
on December 31, 2008. Mr. Goldman is the owner of 183,000 shares of Common Stock
and the beneficial owner of the Warrant and the Goldman Shares.

Cusip No. 195621 40 4 13D Page 6 of 19

--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,227,255 shares of common stock (3)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[X](4)
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.96%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN

-------------------
(4) Excludes 20,000 shares of common stock owned by Mr. Goldman's spouse.
Further excludes 1,346,692 Shares of which 767,973 Shares are beneficially owned
by William Pagano and 578,719 Shares are beneficially owned by Rita Folger. The
Reporting Person disclaims beneficial ownership of these shares.

--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

William Pagano
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X](1)
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY

--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS

PF
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)

[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 767,973 shares of common stock (2)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER

767,973 shares of common stock (2)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER

N/A
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

767,973 shares of common stock (2)
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[X](3)

-------------------

(1) Reference is made to the footnote set forth on the Cover Page to this
Schedule 13 D.

(2) Consists of 734,640 Shares 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 13D Page 8 of 19

--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.66% 2
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN

--------------------------------------------------------------------------------

(3) Excludes 1,805,974 Shares of which 1,227,255 Shares are beneficially owned
by Michael Goldman and 578,719 Shares are beneficially owned by Rita Folger. The
Reporting Person disclaims beneficial ownership of these shares.

--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Rita Folger
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X] (1)

(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY

--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS

PF
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)

[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 578,719 shares of common stock (2)
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING N/A
PERSON WITH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER

578,719 shares of common stock (2)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER

N/A
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

578,719 shares of common stock (2)

--------------------

(1) Reference is made to the footnote set forth on the Cover Page to this
Schedule 13 D.

(2) Consists of 545,386 Shares 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 13D Page 10 of 19

--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[X] (3)
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.55% (2)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN

-------------------

(3) Excludes an option to purchase 5,000 shares of Common Stock that is
currently exercisable and owned by Mrs. Folger's spouse. Further excludes
2,045,228 Shares of which 1,277,255 Shares are beneficially owned by Michael
Goldman and 767,973 Shares are beneficially owned by William Pagano. The
Reporting Person disclaims beneficial ownership of these shares.

ITEM 1. SECURITY AND ISSUER.

The title of the class of equity securities to which this statement relates is
common stock, par value $.05 per share (the "Shares"), of Colonial Commercial
Corp., a New York corporation (the "Company"). The address of the principal
executive offices of the Company is 275 Wagaraw Road, Hawthorne, NJ 07506.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This statement is filed by:

a. Goldman Associates of New York, Inc. with respect to the Shares
directly and beneficially owned by it;

b. Michael Goldman with respect to the Shares directly and
beneficially owned by him;

c. William Pagano with respect to the Shares directly and
beneficially owned by him; and

d. Rita Folger with respect to the Shares directly and beneficially
owned by her.

(b)

- Each of Goldman Associates of New York, Inc. ("Goldman
Associates"), Michael Goldman, William Pagano and Rita Folger are
referred to as a "Reporting Person" and collectively as the
"Reporting Persons."

- On April 17, 2006, Goldman Associates, William Pagano and Rita
Folger purchased in the aggregate 494,255 shares of common stock
("Shares") of Colonial Commercial Corp. ("Company"), representing
approximately 9.38% of the Shares presently outstanding, in the
transaction described in Item 4 below.

- The Reporting Persons may be deemed to have acted as a group in
connection with their participation in the transaction described
in Item 4 (the "Transaction") and are party to that certain Joint
Filing Agreement described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D. The Reporting
Persons expressly disclaim the existence of a group. To the
extent that a group was deemed to exist to effect the
Transaction, the Reporting Persons also hereby report the
termination of the group effective immediately after the
Transaction.

(c) Information with respect to each of the Reporting Persons is given
solely by such Reporting Person and no Reporting Person shall have
responsibility for the accuracy or completeness of information
supplied by another Reporting Person.

(d) Goldman Associates of New York, Inc.

a. Name: Goldman Associates of NY, Inc. 11-1767996
----

b. State of Organization: New York
---------------------

c. PrincipalBusiness Address: 2 Lambert Street, Roslyn Heights,
-------------------------
NY 11577

d. PresentBusiness: Kitchen appliance distributor
---------------

e. Criminal Proceedings: None
--------------------

Cusip No. 195621 40 4 13D Page 12 of 19

f. Applicable Civil, Judicial or Administrative Proceedings:
--------------------------------------------------------
None

(e) Michael Goldman:

a. Name: Michael Goldman
----

b. Business Address: 2 Lambert Street, Roslyn Heights, NY
----------------
11577

c. Present principal occupation or employment: President of
------------------------------------------
Goldman Associates of New York, Inc.; Director and Chairman
of the Board of the Company

d. Criminal Proceedings: None
--------------------

e. Applicable Civil, Judicial or Administrative Proceedings:
--------------------------------------------------------
None

f. Citizenship: U.S.A.
-----------

(f) William Pagano:

a. Name: William Pagano
----

b. Business Address: 275 Wagaraw Road, Hawthorne, NJ 07506
----------------

c. Present principal occupation or employment: Chief Executive
------------------------------------------
Officer of the Company and President of Universal Supply
Group, Inc., a wholly owned subsidiary of the Company.

d. Criminal Proceedings: None
--------------------

e. Applicable Civil, Judicial or Administrative Proceedings:
--------------------------------------------------------
None

f. Citizenship: U.S.A.
-----------

(g) Rita Folger:

a. Name: Rita Folger
----

b. Business Address: c/o Oscar D. Folger, 521 Fifth Avenue,
----------------
24th Floor, New York, New York 10175

c. Present principal occupation or employment: N/A
------------------------------------------

d. Criminal Proceedings: None
--------------------

e. Applicable Civil, Judicial or Administrative Proceedings:
--------------------------------------------------------
None

f. Citizenship: U.S.A.
-----------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Goldman Associates used working capital and William Pagano and Rita Folger each
used their personal funds to purchase 294,255 Shares, 100,000 Shares and 100,000
Shares for $882,765, $300,000 and $300,000, respectively.

Cusip No. 195621 40 4 13D Page 13 of 19

ITEM 4. PURPOSE OF TRANSACTION.

Pursuant to purchase agreements dated April 17, 2006 (the "Transaction"),
Bernard Korn, then the Company's Chief Executive Officer, director and Chairman
of the Board, sold 100,000 shares of common stock of the Company ("Shares") to
William Pagano, 100,000 Shares to Rita Folger, and 226,743 Shares to Goldman
Associates. Jack Rose, then a director of the Company, sold a total of 17,512
shares to Goldman Associates and Jack Rose and his wife sold a total of 50,000
jointly owned shares to Goldman Associates. The Shares were sold at $3.00 per
share.

Michael Goldman is a principal of Goldman Associates and beneficially owns the
shares purchased by Goldman Associates.

After giving effect to these sales and purchases, Michael Goldman beneficially
owns 1,227,255 shares of common stock of the Company (25.96% of the total
outstanding), William Pagano beneficially owns 767,973 shares of common stock
(16.66% of the total outstanding), and Rita Folger beneficially owns 578,719
shares of common stock (12.55% of the total outstanding).

Goldman Associates, William Pagano and Rita Folger are each filing this joint
Schedule 13D to report that they may be deemed to have acted as a group with
their participation in the Transaction. The Reporting Persons expressly disclaim
the existence of a group. To the extent that a group was deemed to exist to
effect the Transaction, the Reporting Persons also hereby report the termination
of the group effective immediately after the Transaction.

Goldman Associates, William Pagano and Rita Folger each acquired their interests
in the Company described in this Schedule 13D for investment purposes.

(a) - (d)

In addition to the shares of common stock sold by Messrs. Korn and
Rose to the Reporting Persons as described above, Messrs. Koon
(together with members of his family), Miller, Sussman and Rose, each
then a director of the Company, sold 41,413 Shares, 11,000 Shares,
50,000 Shares and 32,587 Shares, respectively, to private investors at
$3.00 per share.

Concurrently with these transactions, Messrs. Korn, Koon, Rose and
Sussman resigned as directors of the Company, and Mr. Korn also
resigned as Chief Executive Officer, director and Chairman of the
Board. Michael Goldman, who continues as a director of the Company,
was elected as Chairman of the Board, and William Pagano also
continues as a director and was appointed CEO. Mr. Pagano had
previously served as President. E. Bruce Fredrikson, Melissa
Goldman-Williams, and Ronald Miller also continued as directors.
Melissa Goldman-Williams is the daughter of Michael Goldman.
Accordingly, Michael Goldman, Melissa Goldman-Williams and William
Pagano constitute a majority of the board of directors.

By reason of their stock ownership and board positions and the family
relationship between Michael Goldman and Melissa Goldman-Williams,
Michael Goldman and William Pagano may be deemed to control the
Company.

(e) - (i)

Not Applicable.

(j)

Other than as described above, the Reporting Persons currently have no
plans or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(i) of Schedule 13D (although the
Reporting Persons reserve the right to develop such plans).

Cusip No. 195621 40 4 13D Page 14 of 19

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

1. Goldman Associates of New York

(a) As of April 17, 2006, Goldman Associates of New York beneficially
owned 1,044,255 Shares, representing 22.09% of the Shares
presently outstanding.

(b)

i) Sole power to vote or direct vote: 1,044,255

ii) Shared power to vote or direct vote: 0

iii) Sole power to dispose or direct the disposition: 1,044,255

iv) Shared power to dispose or direct the disposition: 0

(d) The shareholders of Goldman Associates of New York, Inc.
("Goldman Associates") have the right receive the proceeds from
the sale of Common Stock held by Goldman Associates in accordance
with such shareholder's percentage ownership interest in Goldman
Associates. Michael Goldman is the President and majority
shareholder of Goldman Associates.

(e) N/A

2. Michael Goldman

(a) As of April 17, 2006, Michael Goldman beneficially owned
1,227,255 Shares, representing 25.96% of the Shares presently
outstanding.

(b)

i) Sole power to vote or direct vote: 1,227,255

ii) Shared power to vote or direct vote: 0

iii) Sole power to dispose or direct the disposition: 1,227,255

iv) Shared power to dispose or direct the disposition: 0

(e) N/A

3. William Pagano

Cusip No. 195621 40 4 13D Page 15 of 19

(a) As of April 17, 2006, William Pagano beneficially owned 767,973
Shares, representing 16.66% of the Shares presently outstanding.

(b)

i) Sole power to vote or direct vote: 767,973

ii) Shared power to vote or direct vote: 0

iii) Sole power to dispose or direct the disposition: 767,973

iv) Shared power to dispose or direct the disposition: 0

(d) N/A.

(e) N/A

4. Rita Folger

(a) As of April 17, 2006, Rita Folger beneficially owned 578,719
Shares, representing 12.55% of the Shares presently outstanding.
Mrs. Folger's husband, Oscar Folger, owns an option to purchase
5,000 shares of Common Stock that is currently exercisable. Mrs.
Folger disclaims beneficial ownership of these shares.

(b)

i) Sole power to vote or direct vote: 578,719

ii) Shared power to vote or direct vote: 0

iii) Sole power to dispose or direct the disposition: 578,719

iv) Shared power to dispose or direct the disposition: 0

(d) N/A

(e) N/A

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.

(a) Pursuant to the purchase agreements described in Item 4, Goldman
Associates and William Pagano and Rita Folger purchased in the
aggregate from the Sellers, 494,255 shares of common stock ("Shares")
of Colonial Commercial Corp. ("Company"), representing approximately
9.38% of the Shares presently outstanding.

(b) In a July Private Placement Purchase Agreement, Goldman Associates of
New York, Inc. ("Goldman Associates") agreed that it and its
affiliates will not until May 31, 2008 without the prior written
consent of the Board of Directors of the Company (i) acquire, agree to
acquire or make any proposal to acquire any voting securities or
assets of the Company or any of its

Cusip No. 195621 40 4 13D Page 16 of 19

affiliates, (ii) propose to enter into any merger, consolidation,
recapitalization, business combination, or other similar transaction
involving the Company or any of its affiliates, (iii) make, or in any
way participate in any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to
vote or seek to advise or influence any person with respect to the
voting of any voting securities of the Company or any of its
affiliates or (iv) form, join or in any way participate in a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, in connection with any of the foregoing or (v) advise,
assist or encourage ay other persons in connection with the foregoing.
Mr. Goldman is an affiliate of Goldman Associates.

(c) Each of Messrs. Goldman and Pagano and Mrs. Folger signed a standstill
agreement under which he or she has agreed that until May 31, 2008 he
or she will not purchase any stock of the Company without written
consent from the Company and that he or she will not sell any stock to
any person if the sale would create a new 5% shareholder within the
meaning of Internal Revenue Code Section 382 unless the buyer first
enters into a similar standstill agreement.

(d) On April 27, 2006, the Reporting Persons entered into a Joint Filing
Agreement (the "Joint Filing Agreement") in which the parties agreed
to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of the Issuer to the
extent required by applicable law. The Joint Filing Agreement is
attached as an exhibit hereto and is incorporated herein by reference.

Cusip No. 195621 40 4 13D Page 17 of 19

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

4.1 Form of Purchase Agreement dated April 17, Incorporated herein by reference from Exhibit 4.01
2006 to the Company's Form 8-K filed on April 21, 2006.

4.2 Private Placement Purchase Agreement dated Incorporated herein by reference from Exhibit 4.3 to
July 29, 2004 by and among Colonial Commercial the Company's Form 10-Q filed on June 30, 2004.
Corp. and Goldman Associates of NY, Inc.

4.3 Standstill Agreement, dated June 21, 2004 by Incorporated herein by reference from Exhibit 4.1 to
and between Colonial Commercial Corp. and Michael Goldman's Schedule 13D filed on August
Michael Goldman 16, 2005.

4.4 Standstill Agreement, dated June 21, 2004, by Incorporated herein by reference from Exhibit 4.02
and between Colonial Commercial Corp. and Mr. to the Company's Form 8-K filed on November 2,
Pagano 2005

4.5 Standstill Agreement, dated June 21, 2004 by Filed herewith
and between Colonial Commercial Corp. and Rita
Folger

4.6 Joint Filing Agreement by and among Goldman Filed herewith
Associates of New York, Inc., Michael Goldman,
William Pagano and Rita Folger dated as of April
27, 2006.

After reasonable inquiry and to the best of its, his or her knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated as of: April 27, 2006

Goldman Associates of New York, Inc.
By: /s/ Michael Goldman
----------------------------------------
Name : Michael Goldman
Title: President

/s/ Michael Goldman
----------------------------------------
Michael Goldman

/s/ William Pagano
----------------------------------------
William Pagano

/s/ Rita Folger
----------------------------------------
Rita Folger