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Cusip
No. 195621 404
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13D
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Page
2 of 8
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Cusip
No. 195621 503
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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Michael
Goldman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
£
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(b)
£
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2 (e)
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£
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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U.S.A.
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7
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SOLE
VOTING POWER
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NUMBER
OF
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SHARES
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1,226,264
shares of common stock1
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BENEFICIALLY
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91,065
shares of convertible preferred stock2
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| EACH | ||
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REPORTING
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8
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SHARED
VOTING POWER
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PERSON
WITH
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N/A
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9
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SOLE
DISPOSITIVE POWER
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1,226,264
shares of common stock 1
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||
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91,065
shares of convertible preferred stock2
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10
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SHARED
DISPOSITIVE POWER
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N/A
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,226,264
shares of common stock 1
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91,065
shares of convertible preferred stock2
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Cusip
No. 195621 404
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13D
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Page
3 of 8
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Cusip
No. 195621 503
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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T 3
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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27.76%
of common stock1,
4
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20.33%
of convertible preferred stock2
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14
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TYPE
OF REPORTING PERSON
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IN
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Cusip
No. 195621 404
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13D
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Page
4 of 8
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Cusip
No. 195621 503
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Cusip
No. 195621 404
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13D
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Page
5 of 8
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Cusip
No. 195621 503
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(a)–(i)
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Not
Applicable.
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(j)
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The
reporting person currently has 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 person reserves the right to develop
such plans).
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(a)
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See
Items 11 through 13 set forth on the cover page of this
Statement.
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(b)
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See
Items 7 through 10 set forth on the cover page of this
Statement.
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(c)
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On
December 15, 2008, Mr. Goldman used his personal funds to purchase 20,000
shares of Common Stock in market transactions at $.31 per share at an
aggregate purchase price of
$6,200.
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(d)
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The
shareholders of 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.
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(e)
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N/A
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Cusip
No. 195621 404
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13D
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Page
6 of 8
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Cusip
No. 195621 503
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(a)
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Pursuant
to a Private Placement Purchase Agreement dated February 3, 2004,
effective, February 12, 2004, between the Company and Michael Goldman, Mr.
Goldman purchased 170,000 shares of Common Stock at $.60 per share at an
aggregate purchase price of
$102,000.
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(b)
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Pursuant
to a Private Placement Purchase Agreement dated July 30, 2004, Goldman
Associates purchased 600,000 shares of Common Stock and a warrant
(“Warrant”) to purchase 150,000 shares of Common Stock, at an exercise
price of $3.00 per share, for a purchase price of $750,000. Goldman
Associates also purchased a subordinated secured note (the “Note”), as
amended, for a purchase price of $750,000. The Warrant expired on December
31, 2008.
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(c)
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On
March 27, 2008, the Company amended the Note (“Amendment No. 1”) to extend
the Maturity Date from June 30, 2008 to January 1,
2009.
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(d)
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On
February 12, 2009, the Company further amended the Note (“Amendment No.
2”) to (i) extend the Maturity Date from January 1, 2009 to January 1,
2010 so that the $750,000 principal amount of the Note is payable on
January 1, 2010, and (ii) increase the accrued interest rate by 2% so that
the Note accrues interest from and after January 1, 2009 at the prime rate
in effect from time to time plus
2%.
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Cusip
No. 195621 404
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13D
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Page
7 of 8
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Cusip
No. 195621 503
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4.01
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Private
Placement Purchase Agreement dated February 3, 2004, effective February
12, 2004 by and between Colonial Commercial Corp. and Michael
Goldman
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Incorporated
herein by reference from Exhibit 4.1 to Michael Goldman’s Schedule 13D
filed on August 16, 2005.
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4.02
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Private
Placement Purchase Agreement dated July 29, 2004 by and between Colonial
Commercial Corp. and Goldman Associates of New York, Inc.
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Incorporated
herein by reference from Exhibit 4.3 to the Company's Form 10-Q filed on
June 30, 2004.
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4.03
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Secured
Note dated July 29, 2004 by and between Colonial Commercial Corp. and
Goldman Associates of New York, Inc.
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Incorporated
herein by reference from Exhibit 4.4 to the Company's Form 10-Q filed on
June 30, 2004.
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4.04
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Warrant
Agreement dated June 21, 2004 by and between Colonial Commercial Corp. and
Goldman Associates of New York, Inc.
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Incorporated
herein by reference from Exhibit 4.5 to the Company's Form 10-Q filed on
June 30, 2004.
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4.05
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Amendment
No. 1 dated March 27, 2008 to the Secured Note Payable dated as of July
29, 2004 by and between Colonial Commercial Corp. and Goldman Associates
of New York, Inc.
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Incorporated
herein by reference from Exhibit 10.14(d) to the Company’s Form 10-K filed
on March 31, 2008.
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4.06
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Amendment
No. 2 dated February 12, 2009 to the Secured Note Payable dated as of July
29, 2004 by and between Colonial Commercial Corp. and Goldman Associates
of New York, Inc.
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Incorporated
herein by reference from Exhibit 10.03 to the Company’s Form 8-K filed on
February 13, 2009.
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Cusip
No. 195621 404
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13D
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Page
8 of 8
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Cusip
No. 195621 503
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Date:
February 17, 2009
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/s/
Michael Goldman
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Michael
Goldman
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