UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 23, 2007
Date of Report (Date of earliest event reported)
COLONIAL COMMERCIAL CORP.
(Exact name of Registrant as Specified in Charter)
NEW YORK 1-6663 11-2037182
(State or other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
275 WAGARAW ROAD, HAWTHORNE, 07506
NEW JERSEY
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 973-427-8224
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:
[ ] 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))
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
On May 21, 2007, the Company reported on Form 8-K that its Board of Directors
had determined to restate the Company's financial statements for the year ended
December 31, 2006 to correct the treatment of vendor rebates. On May 21, 2007,
the Company filed this restatement on Form 10-K/A using the cumulative effect
transition method pursuant to the guidance contained in SAB 108.
Subsequent communications with the Securities and Exchange Commission ("SEC")
found that the Company had improperly applied the guidance in SAB 108,
specifically, the effect on materiality of the incorrect treatment of vendor
rebates on net income for 2004. The Audit Committee and management of the
Company concurred with the SEC and determined that it is necessary to restate
the Company's financial statements for the years ended December 31, 2004, 2005
and 2006, as they relate to the treatment of vendor rebates. Accordingly, the
Company's financial statements for the years ended December 31, 2004, 2005 and
2006 should no longer be relied upon.
The Company's Form 10-Q for the quarter ended March 31, 2007 will be amended for
the purposes of changing the disclosure of the adoption of SAB 108 and the
disclosure of accounting related to vendor rebates.
The Audit Committee and management of the Company discussed this matter with
Weiser LLP, the Company's former independent accounting firm for the years ended
December 31, 2004, 2005 and 2006, and with Eisner LLP, the Company's current
independent accounting firm for the period beginning January 1, 2007.
On July 23, 2007, the Audit Committee and management of the Company decided to
proceed with the restatement.
The Company is planning to complete and file Form 10-K/A (Amendment Number 2) on
or before August 15, 2007, but cannot be certain when the actual filing will be
completed.
ITEM 8.01 OTHER EVENTS
Reference is made to the vendor rebates adjustment described in Item 4.02 above.
As a result of this adjustment, 2007 Form 10-Q filings will be compared to 2006
figures with the described vendor rebate adjustment and therefore will not be
consistent with the 2006 quarterly information previously presented in the
Company's Form 10-Q filings for the fiscal year ended 2006.
SIGNATURES
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.
COLONIAL COMMERCIAL CORP.
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(Registrant)
/s/ William Salek
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William Salek
Date: July 25, 2007 Chief Financial Officer