UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





T
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30,
2008





OR





£
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ________________ to ________________








Commission
file number:  1-6663





COLONIAL
COMMERCIAL CORP.


(Exact
name of registrant as specified in its charter)








New York
              
              11-2037182(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)275 Wagaraw Road, Hawthorne, New
      Jersey
              
              07506(Address
      of principal executive offices)
              
              (Zip
      Code)








973-427-8224


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes  T                      No  £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
      accelerated
      filer           £
              Accelerated
      filer                             £Non-accelerated
      filer             £
              Smaller
      reporting
      company           T





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  £                      No  T





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Class
              
              Outstanding at November 6,
    2008Common
      Stock, $.05 par value per share
              
              4,654,953
      sharesConvertible
      Preferred Stock, $.05 par value per share
              
              448,682
      shares













COLONIALCOMMERCIAL CORP. AND SUBSIDIARIES





CONTENTS





PART
      I.
                FINANCIAL
      INFORMATIONItem
      1.
                Financial Statements
                PageCondensed Consolidated Balance Sheets as of September 30, 2008
      (Unaudited) and December 31, 2007
                1Condensed Consolidated Statements of Operations (Unaudited) for
      the Three Months and Nine Months Ended September 30, 2008 and
      2007
                2Condensed Consolidated Statements of Cash Flows (Unaudited) for
      the Nine Months Ended September 30, 2008 and 2007
                3Notes to Condensed Consolidated Financial Statements
      (Unaudited)
                4Item
      2.
                Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                17Item
      3.
                Quantitative and Qualitative Disclosures About Market
      Risk
                24Item
      4.
                Controls and Procedures
                24PART
      II.
                OTHER
      INFORMATIONItem
      1.
                Legal Proceedings
                24Item
      6.
                Exhibits
                25





Table of Contents





PART I.  FINANCIAL
INFORMATION


Item
1.Financial Statements





COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES


Condensed
Consolidated Balance Sheets





September 30,
      2008
                  
                  
                  December 31,
      2007(Unaudited)AssetsCurrent
      assets:Cash
                  
                  $
                  733,637
                  
                  
                  $
                  622,723Accounts
      receivable, net of allowance for doubtful accounts of $479,399 in 2008 and
      $478,857 in 2007
                  
                  
                  10,067,663
                  
                  
                  
                  11,364,038Inventory
                  
                  
                  16,043,206
                  
                  
                  
                  17,282,661Prepaid
      expenses and other current assets
                  
                  
                  1,054,611
                  
                  
                  
                  1,107,623Deferred
      tax asset - current portion
                  
                  
                  155,000
                  
                  
                  
                  532,500Total
      current assets
                  
                  
                  28,054,117
                  
                  
                  
                  30,909,545Property
      and equipment
                  
                  
                  1,774,739
                  
                  
                  
                  1,799,689Goodwill
                  
                  
                  1,628,133
                  
                  
                  
                  1,628,133Other
      intangibles
                  
                  
                  338,569
                  
                  
                  
                  366,376Other
      assets - noncurrent
                  
                  
                  190,269
                  
                  
                  
                  227,478Deferred
      tax asset - noncurrent
                  
                  
                  1,245,000
                  
                  
                  
                  1,176,000$
                  33,230,827
                  
                  
                  $
                  36,107,221Liabilities
      and Stockholders' EquityCurrent
      liabilities:Trade
      payables
                  
                  $
                  8,134,155
                  
                  
                  $
                  7,774,988Accrued
      liabilities
                  
                  
                  2,106,363
                  
                  
                  
                  1,970,396Income
      taxes payable
                  
                  
                  1,388
                  
                  
                  
                  2,576Borrowings
      under credit facility - revolving credit
                  
                  
                  15,578,106
                  
                  
                  
                  18,027,055Convertible
      notes payable, includes related party notes of $262,500 in 2008 and
      $62,500 in 2007
                  
                  
                  337,500
                  
                  
                  
                  137,500Notes
      payable - current portion; includes related party notes of $780,000 in
      2008 and $30,000 in 2007
                  
                  
                  915,438
                  
                  
                  
                  158,827Total
      current liabilities
                  
                  
                  27,072,950
                  
                  
                  
                  28,071,342Convertible
      notes payable, includes related party notes of $0 in 2008 and $262,500 in
      2007
                  
                  
                  -
                  
                  
                  
                  337,500Notes
      payable, excluding current portion; includes related party notes of $0 in
      2008 and $750,000 in 2007
                  
                  
                  153,249
                  
                  
                  
                  929,814Total
      liabilities
                  
                  
                  27,226,199
                  
                  
                  
                  29,338,656Commitments
      and contingenciesStockholders'
      equity:Redeemable
      convertible preferred stock, $.05 par value, 2,500,000 shares authorized,
      450,077 shares issued and outstanding in 2008 and 467,500 in 2007,
      liquidation preference of $2,250,385 in 2008 and $2,337,500 in
      2007
                  
                  
                  22,504
                  
                  
                  
                  23,375Common
      stock, $.05 par value, 20,000,000 shares authorized, 4,654,953 shares
      issued and outstanding in 2008 and 4,637,530 in 2007
                  
                  
                  232,747
                  
                  
                  
                  231,876Additional
      paid-in capital
                  
                  
                  10,793,480
                  
                  
                  
                  10,773,451Accumulated
      deficit
                  
                  
                  (5,044,103
                  )
                  
                  
                  (4,260,137
                  )Total
      stockholders' equity
                  
                  
                  6,004,628
                  
                  
                  
                  6,768,565$
                  33,230,827
                  
                  
                  $
                  36,107,221





The
accompanying notes are an integral part of these condensed consolidated
financial statements.





1
 Table of Contents





COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES


Condensed
Consolidated Statements of Operations


(Unaudited)





For
      The Three Months Ended September 30,
                
                
                For
      The Nine Months Ended September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007Net
      sales
                
                $
                22,862,364
                
                
                $
                20,522,208
                
                
                $
                65,106,677
                
                
                $
                58,693,009Cost
      of sales
                
                
                16,247,047
                
                
                
                14,541,045
                
                
                
                46,192,161
                
                
                
                41,736,908Gross
      profit
                
                
                6,615,317
                
                
                
                5,981,163
                
                
                
                18,914,516
                
                
                
                16,956,101Selling,
      general and administrative expenses, net
                
                
                5,988,272
                
                
                
                5,506,431
                
                
                
                18,621,719
                
                
                
                15,859,481Operating
      income
                
                
                627,045
                
                
                
                474,732
                
                
                
                292,797
                
                
                
                1,096,620Other
      income
                
                
                59,820
                
                
                
                74,116
                
                
                
                218,418
                
                
                
                217,193Interest
      expense, net; includes related party interest of $17,274 and $25,767 for
      the three months ended September 30, 2008 and 2007, respectively, and
      $57,397 and $77,366 for the nine months ended September 30, 2008 and 2007,
      respectively.
                
                
                (270,232
                )
                
                
                (385,766
                )
                
                
                (931,500
                )
                
                
                (1,081,063
                )Income
      (loss) before income tax expense
                
                
                416,633
                
                
                
                163,082
                
                
                
                (420,285
                )
                
                
                232,750Income
      tax expense
                
                
                341,404
                
                
                
                29,237
                
                
                
                363,681
                
                
                
                81,850Net
      income (loss)
                
                $
                75,229
                
                
                $
                133,845
                
                
                $
                (783,966
                )
                
                $
                150,900Income
      (loss) per common share:Basic
                
                $
                0.01
                
                
                $
                0.03
                
                
                $
                (0.17
                )
                
                $
                0.03Diluted
                
                $
                0.01
                
                
                $
                0.03
                
                
                $
                (0.17
                )
                
                $
                0.03Weighted
      average shares outstanding:Basic
                
                
                5,105,030
                
                
                
                5,113,180
                
                
                
                4,647,640
                
                
                
                5,112,990Diluted
                
                
                5,120,559
                
                
                
                5,131,371
                
                
                
                4,647,640
                
                
                
                5,131,748





The
accompanying notes are an integral part of these condensed consolidated
financial statements.





2
 Table of Contents





COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES


Condensed
Consolidated Statements of Cash Flows


(Unaudited)





For
      The Nine Months Ended September 30,2008
                
                
                2007Cash
      flows from operating activities:Net
      (loss) income
                
                $
                (783,966
                )
                
                $
                150,900Adjustments
      to reconcile net (loss) income to net cash provided by operating
      activities:Deferred
      tax expense
                
                
                308,500
                
                
                
                -Stock-based
      compensation
                
                
                20,029
                
                
                
                23,688Provision
      for doubtful accounts
                
                
                576,783
                
                
                
                260,292Depreciation
                
                
                476,431
                
                
                
                387,642Amortization
      of intangibles
                
                
                27,807
                
                
                
                1,500Accretion
      of debt discount
                
                
                43,269
                
                
                
                28,125Changes
      in operating assets and liabilitiesAccounts
      receivable
                
                
                719,592
                
                
                
                (919,418
                )Inventory
                
                
                1,239,455
                
                
                
                (1,312,503
                )Prepaid
      expenses and other current assets
                
                
                53,012
                
                
                
                (200,731
                )Other
      assets - noncurrent
                
                
                37,209
                
                
                
                58,105Trade
      payables
                
                
                359,167
                
                
                
                1,927,201Accrued
      liabilities
                
                
                135,967
                
                
                
                (2,248
                )Income
      taxes payable
                
                
                (1,188
                )
                
                
                18,813Net
      cash provided by operating activities
                
                
                3,212,067
                
                
                
                421,366Cash
      flows from investing activities:Cash
      payments for acquisition of S&A Supply Inc., net of cash
      acquired
                
                
                -
                
                
                
                (4,703,375
                )Additions
      to property and equipment
                
                
                (392,394
                )
                
                
                (339,461
                )Net
      cash used in investing activities
                
                
                (392,394
                )
                
                
                (5,042,836
                )Cash
      flows from financing activities:Issuance
      of common stock and exercise of stock options
                
                
                -
                
                
                
                13,000Repayments
      of notes payable: includes related party repayments of $62,500 in 2008 and
      $0 in 2007.
                
                
                (259,810
                )
                
                
                (64,824
                )(Repayments)
      borrowings under credit facility - revolving credit, net
                
                
                (2,448,949
                )
                
                
                4,778,459Net
      cash (used in) provided by financing activities
                
                
                (2,708,759
                )
                
                
                4,726,635Increase
      in cash
                
                
                110,914
                
                
                
                105,165Cash
      - beginning of period
                
                
                622,723
                
                
                
                482,251Cash
      - end of period
                
                $
                733,637
                
                
                $
                587,416





The
accompanying notes are an integral part of these condensed consolidated
financial statements.





3
 Table of Contents





COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


September
30, 2008


(Unaudited)





1.
            Summary of Significant
      Accounting Policies and Practices and Basis of
      Presentation





The
condensed consolidated financial statements of Colonial Commercial Corp. and
subsidiaries (the "Company") included herein have been prepared by the Company
and are unaudited; however, such information reflects all adjustments
(consisting solely of normal recurring adjustments), which are, in the opinion
of management, necessary for a fair presentation of the financial position,
results of operations, and cash flows for the interim periods to which the
report relates.  The results of operations for the period ended
September 30, 2008 is not necessarily indicative of the operating results that
may be achieved for the full year.




The financial statements have been
prepared assuming the Company will continue as a going concern.  Although
the Company had net income of $75,229 for the quarter ended September 30, 2008
it incurred a net loss of $783,966 for the nine months ended September 30, 2008
and a net loss of $51,637 for the year ended December 31, 2007.  The
Company’s credit facility provides that financial covenants are to be determined
on an annual basis by agreement between the Company and its lender. The Company
and its lender have agreed on financial covenants for the period through
December 31, 2008, and the Company is in compliance with these covenants as of
September 30, 2008.  The continuation of the credit
agreement for 2009 and later years is conditioned on the Company and the lender
reaching agreement on financial covenants for these years.  While the
Company and the lender have reached mutually agreeable covenants in the past,
there can be no assurance that they will be able to do so in the
future.  If these agreements are not reached, the lender may exert its
rights under the credit agreement which may include terminating the credit
agreement and demanding repayment of the Company’s outstanding
borrowings.  This condition indicates that the Company may be unable
to continue as a going concern.  In response to such an event, the Company
would pursue alternative financing arrangements but there can be no assurance
that such financing may be available on acceptable terms, or at all. The
accompanying financial statements do not include any adjustments that might be
necessary as a result of the outcome of such uncertainty.


Certain
information and footnote disclosures, normally included in consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America, have been condensed or omitted as
permitted by the interim reporting requirements of the Securities and Exchange
Commission.  It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-K for the year
ended December 31, 2007.





We have
one operating segment – wholesale distribution of heating, ventilation, air
conditioning equipment, plumbing and electrical fixtures, appliances, and
related accessories.





Inventory
is comprised of finished goods.





2.
            Stock
      Options





The
Company accounts for its stock option and stock-based awards in accordance with
SFAS No. 123(R), “Share-Based Payment”, which establishes standards for
transactions in which an entity exchanges its equity instruments for goods or
services. This standard requires an entity to measure the cost of employee
services received in exchange for an award of equity instruments based on the
grant date fair value of the award.





4
 Table of Contents





On
September 29, 2006, the Company adopted the Colonial Commercial Corp. 2006 Stock
Plan, (the “2006 Plan”).  The 2006 Plan enables the Company to grant
equity and equity-linked awards to our Directors, officers, employees and other
persons who provide services to the Company.  The 2006 Plan is
intended to allow us to provide incentives that will (1) strengthen the desire
of highly competent persons to provide services to us and (2) further stimulate
their efforts on our behalf.





The
following table summarizes information about stock options at September 30,
2008:





Options Outstanding and
      ExercisableRange
      of Exercise Prices
                    
                    
                    Shares
                    
                    
                    Weighted
      Average Remaining Contractual
      Life
                    
                    
                    Weighted
      Average Exercise
Price
                    
                    
                    Aggregate
      Intrinsic Value$
                    .25
                    
                    
                    
                    22,000
                    
                    
                    
                    0.72
                    
                    
                    $
                    .25$
                    1.85
                    
                    
                    
                    45,000
                    
                    
                    
                    8.19
                    
                    
                    $
                    1.8567,000
                    
                    
                    
                    
                    
                    
                    $
                    1.32
                    
                    
                    $
                    10,560Options Outstanding and
      Non-exercisable$
                    1.85
                    
                    
                    
                    30,000
                    
                    
                    
                    8.19
                    
                    
                    $
                    1.85
                    
                    
                    $
                    0








There
were no stock options granted in any of the quarters and nine months ended
September 30, 2008 and 2007.  For each of the quarters ended September
30, 2008 and 2007, the amount of stock based compensation was
$6,676.  For the nine months ended September 30, 2008 and 2007, the
amount of stock based compensation was $20,029 and $23,688,
respectively.





3.
            Equity
      Transactions





During
the quarter ended September 30, 2008, no shares of redeemable convertible
preferred stock were converted into common stock. During the nine months ended
September 30, 2008, 17,423 shares of redeemable convertible preferred stock were
converted into 17,423 shares of common stock. Accordingly, the liquidation
preference associated with the Company’s redeemable convertible preferred stock
decreased from $2,337,500 as of December 31, 2007 to $2,250,385 as of September
30, 2008.





During
the quarter and nine months ended September 30, 2007, no shares of redeemable
preferred stock were converted into common stock.





No stock
options were exercised during the quarters ended September 30, 2008 and
2007.  No stock options were exercised during the nine months ended
September 30, 2008.  The Company issued 52,000 shares of common stock
pursuant to the exercise of stock options during the nine months ended September
30, 2007.





On
September 2, 2008, the Company announced that it was offering to shareholders
who owned 99 or fewer shares of the Company’s convertible preferred stock on
August 20, 2008, to purchase those shares at $1.25 per share. The tender offer
was to expire on October 31, 2008; however, on October 28, 2008 the Company
announced that it was extending the expiration date of the tender offer to
December 31, 2008.  The Company intends on retiring the convertible
preferred stock purchased through this tender offer. See Section 13 Subsequent Events,
below, for additional information regarding shares tendered pursuant to this
offer.





5
 Table of Contents





4.
            Supplemental Cash Flow
      Information





The
following is supplemental information relating to the condensed consolidated
statements of cash flows:





For
      the Nine Months EndedSeptember 30, 2008
                  
                  
                  September 30, 2007Cash
      paid during the period for:Interest
                  
                  $
                  900,921
                  
                  
                  $
                  1,034,762Income
      taxes
                  
                  $
                  16,625
                  
                  
                  $
                  43,207





5.
            Net Income (Loss) Per
      Common Share





For
      the Quarter Ended September 30,
                
                
                For
      the Nine Months Ended September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007Net
      income (loss) (numerator for basic and diluted income (loss) per
      share)
                
                $
                75,229
                
                
                $
                133,845
                
                
                $
                (783,966
                )
                
                $
                150,900Weighted
      average common shares outstanding
                
                
                4,654,953
                
                
                
                4,645,680
                
                
                
                4,647,640
                
                
                
                4,645,490Effect
      of participating securities-convertible preferred stock
                
                
                450,077
                
                
                
                467,500
                
                
                
                -
                
                
                
                467,500Weighted
      average common shares and participating securities outstanding
      (denominator for basic income (loss) per share)
                
                
                5,105,030
                
                
                
                5,113,180
                
                
                
                4,647,640
                
                
                
                5,112,990Effect
      of dilutive securities:Stock
      options
                
                
                15,529
                
                
                
                18,191
                
                
                
                -
                
                
                
                18,758Weighted
      average common and potential common shares outstanding (denominator for
      diluted income per share)
                
                
                5,120,559
                
                
                
                5,131,371
                
                
                
                4,647,640
                
                
                
                5,131,748Basic
      net income (loss) per share
                
                $
                0.01
                
                
                $
                0.03
                
                
                $
                (0.17
                )
                
                $
                0.03Diluted
      net income (loss) per share
                
                $
                0.01
                
                
                $
                0.03
                
                
                $
                (0.17
                )
                
                $
                0.03





Basic
income per share reflects the amount of earnings for the period available to
common shareholders and holders of participating securities and is based upon
the weighted average number of common shares and participating securities
outstanding during the period.  Convertible preferred stock is a
participating security and therefore is included in weighted average shares
outstanding for purposes of the basic income per share calculation, when
applicable. Diluted earnings per share reflects, in periods in which they have a
dilutive effect, the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock
and is computed using the treasury stock method and if-converted method, where
applicable.





6
 Table of Contents





For the
quarter ended September 30, 2008, the weighted average shares outstanding, for
purposes of the basic net income per share calculation, include the effect of
the convertible preferred stock. Notes convertible into 112,499 shares of common
stock are not assumed to be converted for purposes of computing diluted net
income per share since the effect would be antidilutive.





For the
quarter ended September 30, 2007, the weighted average shares outstanding, for
purposes of the basic net income per share calculation, include the effect of
the convertible preferred stock. Notes convertible into 175,000 shares of common
stock are not assumed to be converted for purposes of computing diluted net
income per share since the effect would be antidilutive.





For the
nine months ended September 30, 2008, preferred stock convertible into 457,417
shares of common stock, notes convertible into 138,042 shares of common stock,
and 17,065 stock options were not included in the basic and diluted net loss per
share calculation because their effect would have been
anti-dilutive.





For the
nine months ended September 30, 2007, the weighted average shares outstanding,
for purposes of the basic net income per share calculation, include the effect
of the convertible preferred stock. Notes convertible into 175,000 shares of
common stock are not assumed to be converted for purposes of computing diluted
net income per share since the effect would be antidilutive.





6.
            Financing
      Arrangements





In
connection with the September 10, 2007 acquisition of S&A Supply, Inc., the
Company amended its secured credit facility (“Agreement”) with Wells Fargo Bank,
National Association (“Wells”) to increase the Company’s facility from $15
million to $25 million and extended the maturity of the facility from August 1,
2010 to August 1, 2012.  The $25 million facility includes a $1
million structural sublimit, as defined in the Agreement, payable in 24 equal
monthly installments, and up to $500,000 of seasonal
over-advances.  The initial interest rate on the term loan is prime
minus 0.25%, but the interest rate on up to 75% of the loan’s outstanding
balance can be converted by the Company to 21⁄2% over LIBOR.





The
revolving credit line bears interest at 0.25% below prime.  At
September 30, 2008, the Company had a standby letter of credit, which was set to
expire on August 31, 2009.  The standby letter of credit reduced the
availability of the credit facility by $300,000 and additional reserves
determined by the bank further reduced the availability of the credit facility
by $164,000.    Borrowings under the credit facility are
secured by the available assets of the Company, as defined in the
Agreement.  Availability under the revolving credit line was
$1,150,121 as of September 30, 2008 and is determined by a percentage of
available assets as defined in the Agreement, less letters of credit and
reserves.  The balance outstanding under the revolving line of credit
was $15,578,106 as of September 30, 2008.  The interest rate on the
revolving credit facility as of September 30, 2008 was 4.75%.  On
October 20, 2008, the Company’s $300,000 standby letter of credit, due to expire
on August 31, 2009, was surrendered by the vendor and released by
Wells.





The
credit facility provides that financial covenants are to be determined by
agreement between Wells and the Company on an annual basis.  While the
Company and Wells have reached mutually agreeable covenants for the period
through December 31, 2008, there can be no assurance that the Company and Wells
will be able to reach an agreement on covenants in the future.  In the
event the Company and Wells are unable in the future to agree upon these annual
covenants, the credit facility would be in default, and Wells could demand
immediate payment.  The business of the Company would be materially
and adversely affected if the Company is unable to obtain alternate
financing.  The Company is in compliance with all of its financial
loan covenants as of September 30, 2008.





7
 Table of Contents





7.
            Litigation





a.
            Universal Supply
      Group, Inc.





Universal
Supply Group, Inc., a wholly owned subsidiary of the Company, is a New York
corporation (“Universal”).  On June 25, 1999, Universal acquired
substantially all of the assets of Universal Supply Group, Inc., a New Jersey
corporation, including its name, pursuant to the terms of a purchase
agreement.  The Company filed a copy of the purchase agreement with
the Securities and Exchange Commission on March 30, 1999 as Exhibit 10(g) on
Form 10KSB, and the Company filed a copy of an amendment to the purchase
agreement on July 9, 1999 as Exhibit 10(a)(ii) on Form
8-K.  Subsequent to the sale, Universal Supply Group, Inc. (the
selling corporation) formerly known as Universal Engineering Co., Inc., changed
its name to Hilco, Inc.  Hilco, Inc. acquired the assets of Amber
Supply Co., Inc., formerly known as Amber Oil Burner Supply Co., Inc., in 1998,
prior to Hilco’s sale of assets to Universal.  Hilco, Inc. is
hereinafter referred to as the “Universal Predecessor.”  The majority
shareholders of Hilco, Inc. were John A. Hildebrandt and Paul
Hildebrandt.





The
Company understands that the Universal Predecessor and many other companies have
been sued in the Superior Court of New Jersey (Middlesex County) by plaintiffs
filing lawsuits alleging injury due to asbestos. As of September 30, 2008, there
exist 73 plaintiffs in these lawsuits relating to alleged sales of asbestos
products, or products containing asbestos, by the Universal
Predecessor.  Subsequent to September 30, 2008, 31 plaintiffs have had
their actions dismissed, which results in 42 remaining plaintiffs in these
lawsuits.  The Company never sold any asbestos related
products.





Of the
existing plaintiffs as of September 30, 2008, 15 filed actions in 2007, 7 filed
actions in 2006, 7 filed actions in 2005, 28 filed actions in 2004, 15 filed
actions in 2003, and 1 filed actions in 2002. There are 137 other plaintiffs
that have had their actions dismissed and 13 other plaintiffs that have settled
as of September 30, 2008 for a total of $3,358,500. There has been no judgment
against the Universal Predecessor.





Our
Universal subsidiary was named by 36 plaintiffs; of these, 11 filed actions in
2007, 6 filed actions in 2006, 11 filed actions in 2005, 5 filed actions in
2001, 1 filed an action in 2000, and 2 filed actions in
1999.  Thirteen plaintiffs naming Universal have had their actions
dismissed and, of the total $3,358,500 of settled actions, 2 plaintiffs naming
Universal have settled for $26,500.  No money was paid by Universal in
connection with any settlement.  Following these dismissed and settled
actions there exists 21 plaintiffs that name Universal, as of September 30,
2008.





As set
forth in more detail below, the Company has been indemnified against
asbestos-based claims, and insurance companies are defending the interests of
the Universal Predecessor and the Company in these cases.





Based on
advice of counsel, the Company believes that none of the litigation that was
brought against the Company’s Universal subsidiary through September 30, 2008 is
material, and that the only material litigation that was brought against the
Universal Predecessor through that date was Rhodes v. A.O. Smith Corporation,
filed on April 26, 2004 in the Superior Court of New Jersey, Law Division,
Middlesex County, Docket Number MID-L-2979-04AS. The Company was advised that
the Rhodes case
was settled for $3,250,000 (“Settlement”) under an agreement reached in
connection with a $10,000,000 jury verdict that was rendered on August 5, 2005.
The Company was not a defendant in the Rhodes
case.





8
 Table of Contents





On April
29, 2005, prior to the Rhodes case trial,
the Universal Predecessor filed a third party complaint against Sid Harvey
Industries (“Third Party Complaint”) in an action demanding contributor payment
in connection with the Settlement. Sid Harvey Industries moved successfully for
summary judgment.  The Universal Predecessor filed an appeal as to the
dismissal of Universal Predecessor’s Third Party Complaint.  In a
decision dated December 29, 2006, the Superior Court of New Jersey, Appellate
Division, reversed the dismissal of Universal Predecessor’s Third Party
Complaint and remanded the matter to the trial court for further proceedings as
to Universal Predecessor’s claim for contribution.  On July 31, 2008,
the Company was informed that Universal Predecessor’s Third Party Complaint was
once again dismissed by the trial court on April 25, 2008.  The
Universal Predecessor filed a Notice of Appeal as to that dismissal; however,
the Universal Predecessor has since voluntarily withdrawn the Appeal on July 7,
2008.  Thus, the Rhodes matter is no
longer an active matter.





The
Company believes that Rhodes differed from
the other lawsuits in that plaintiff established that he contracted mesothelioma
as a result of his occupational exposure to asbestos dust and fibers and that a
predecessor of the Company was a major supplier of the asbestos containing
products that allegedly caused his disease.





i.
            Indemnification





John A.
Hildebrandt, Paul Hildebrandt and the Universal Predecessor have jointly and
severally agreed to indemnify our Universal subsidiary from and against any and
all damages, liabilities and claims due to exposure to asbestos at any time
prior to the June 25, 1999 closing of the purchase agreement referred to
earlier.  These agreements are set forth in the purchase agreement.
Paul Hildebrandt, one of the indemnitors, was a Director of the Company from
September 29, 2004 to January 28, 2005.





The
indemnitors may use their own counsel to defend these claims. The indemnitors
are not liable for any settlement effected without their consent. The
indemnitors may settle and pay money claims without the consent of the Company.
There is no indemnification unless claims aggregate $50,000; once this trigger
point is reached, indemnification is required for all claims, including the
first $50,000, but excluding claims of less than $10,000. The indemnification
requirement survives at least until 30 days after the running of any relevant
statutes of limitation.





The
obligation of the indemnitors is joint and several, so that the Company can have
recourse against any one or more of these indemnitors, whether or not any other
indemnitor has previously defaulted on its obligation to us. There are no other
limitations to our rights to indemnification.  The Company cannot be
certain that the indemnitors have the financial wherewithal to meet their
obligations to indemnify the Company.





ii.
            Insurance





The
assets that the Universal Predecessor sold to us included its insurance policies
and other agreements and contracts. The policies provide coverage for liability
accruing during the periods for which premiums were paid.  The
Universal Predecessor was formed in 1940. Copies of policies are available for
each year beginning in 1970 and ending with the closing under the purchase
agreement in 1999. Copies of policies for the period from 1940 to 1969 are not
available.





Insurance
companies acknowledge coverage for potential asbestos claims under certain of
these policies.  Insurance companies under additional policies have
reserved their right to deny coverage but have continued to defend and indemnify
the Universal Predecessor and the Company under the contested
policies.





9
 Table of Contents





There are
periods during the years from 1940 to 1999 in which our Universal Predecessor
did not have coverage for potential asbestos claims.  Subject to
litigation, insurance companies may maintain that the existence of these
periods’ results in coverage for only a portion of a particular injury that
varies with the period during which there was asbestos coverage relating to the
injury, and that the balance of any settlement or judgment is to be paid by the
insured.  As of September 30, 2008, no insurance company has claimed
any contribution for a gap in coverage except for a claim for $160 made by one
insurance company to the Universal Predecessor in 1995.  The Universal
Predecessor asserted that it had no obligation to pay this amount and did not
make any payment.





Insurance
companies have, as of September 30, 2008, defended us and the Universal
Predecessor, and have paid all settlement amounts and defense
costs.  Except for $160 referred to above, the insurance companies
have not requested any payments from us or from the Universal
Predecessor.





Our
Universal subsidiary has not engaged in the sale of asbestos products since its
formation in 1997. Its product liability policies for all years since 1998
exclude asbestos claims.





b.
            The RAL Supply Group,
      Inc.





The RAL
Supply Group, Inc., a wholly owned subsidiary of the Company, is a New York
corporation (“RAL”), formerly known as RAL Purchasing Corp.  On
September 30, 2003, RAL acquired substantially all of the assets of The RAL
Supply Group, Inc., formerly known as The LAR Acquisition Corp., also a New York
corporation, including its name, pursuant to the terms of a purchase
agreement.  The Company filed a copy of the purchase agreement (“RAL
APA”) with the Securities and Exchange Commission on October 15, 2003 as Exhibit
10(a)(i) on Form 8-K.  Subsequent to the sale, The RAL Supply Group,
Inc. (the selling corporation) changed its name to RSG, Inc. RSG, Inc. is
hereinafter referred to as the “RAL Predecessor.”





The RAL
Predecessor acquired certain assets from Dyson-Kissner-Moran Corporation (“RSG
Predecessor”) in 1993, prior to the RAL Predecessor’s sale of assets to
RAL.





Our RAL
subsidiary and other companies have been sued in the Supreme Court of New York
(Orange County) by a plaintiff filing a lawsuit on or about July 30, 2008
alleging injury due to asbestos. As of September 30, 2008, there existed one
plaintiff in a lawsuit relating to alleged sales of asbestos products, or
products containing asbestos.  The lawsuit alleges injury due to
asbestos during the 1970’s, prior to RAL Predecessor’s acquisition of assets
from the RSG Predecessor and RAL’s acquisition of assets from the RAL
Predecessor. The Company never sold any asbestos related products.





The RAL
Predecessor agreed in the RAL APA to indemnify and hold harmless our RAL
subsidiary from and against, among other things, damages that relate to products
sold or manufactured or services performed or other actions taken or omitted by
the RAL Predecessor prior to the closing of the acquisition.  The
Company cannot be certain that the indemnitor has the financial wherewithal to
meet its obligations to indemnify the Company.





10
 Table of Contents





c.
            General





Regardless
of indemnification and insurance coverage, we do not in any event consider our
Company to be liable for the asbestos-based lawsuits that name us or for any
other claim that arises as a result of actions or omissions by the Universal
Predecessor or RAL Predecessor companies. We expressly disclaimed the assumption
of any liabilities when we purchased the assets of the Universal Predecessor and
RAL Predecessor. It is our opinion that the existing asbestos litigation will
not have a material adverse effect on the Company.  Nevertheless, we
could be materially and adversely affected if we are held liable for substantial
asbestos claims or if the Company incurs substantial legal or settlement costs.
This material and adverse effect would occur if indemnitors fail to honor their
indemnification agreements and insurance is not available either because policy
limits are exceeded, or because insurance companies successfully deny coverage
or claim limitations on their liabilities by reason of gaps in coverage or
otherwise.





Since we
regard as remote the potential payment of any asbestos-based claim, we have not
accrued any balance for any period relating to asbestos claims, and we have not
recorded any amount for asbestos claims for any period in any of our financial
statements.





d.
            Other
      Litigation





The
Company is periodically involved in other litigation in the ordinary course of
business.  The Company vigorously defends all matters in which the
Company or its subsidiaries are named defendants and, for insurable losses,
maintains significant levels of insurance to protect against adverse judgments,
claims or assessments.  Although the adequacy of existing insurance
coverage or the outcome of any legal proceedings cannot be predicted with
certainty, the Company does not believe the ultimate liability associated with
any claims or litigation will have a material impact to its financial condition
or results of operations.





8.
            New Accounting
      Pronouncements





In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value
Measurements, (“SFAS 157”).  This Standard defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value
measurements.  SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years.  The adoption of SFAS 157 on January 1, 2008 did
not have a material impact on the Company’s financial position, results of
operations or cash flows.





In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159,The Fair Value Option for
Financial Assets and Financial Liabilities, (“FASB 159”).  This
standard permits an entity to choose to measure many financial instruments and
certain other items at fair value.  The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently with having to apply complex accounting
provisions.  SFAS 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007.  The adoption of SFAS
159 on January 1, 2008 did not have a material impact on the Company’s financial
position.





11
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In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, Use of a
Simplified Method in Developing Expected Term of Share Options (“SAB
110”).  SAB 110 expresses the current view of the staff that it will
accept a company’s election to use the simplified method discussed in Staff
Accounting Bulletin 107, Share
Based Payment, (“SAB 107”), for estimating the expected term of “plain
vanilla” share options regardless of whether the company has sufficient
information to make more refined estimates.  SAB 110 became effective
for the Company on January 1, 2008.  The adoption of SAB 110 on
January 1, 2008 did not have a material impact on the Company’s financial
position.





In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141 (revised 2007), Business
Combinations, (“FASB 141R”).  This standard requires that
entities recognize the assets acquired, liabilities assumed, contractual
contingencies and contingent consideration measured at their fair value at the
acquisition date for any business combination consummated after the effective
date.  It further requires that acquisition-related costs are to be
recognized separately from the acquisition and expensed as
incurred.  FASB 141R is effective for fiscal years beginning after
December 15, 2008.  The adoption of FASB 141R is not expected to have
a material impact on the Company’s financial position.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements–an amendment of ARB No.
51.  SFAS No. 160 requires that the ownership interests in
subsidiaries held by parties other than the parent be clearly identified,
labeled, and presented in the consolidated statement of financial position
within equity, in the amount of consolidated net income attributable to the
parent and to the noncontrolling interest on the face of the consolidated
statement of income, and that entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners.  SFAS No. 160 is effective for
fiscal years, beginning on or after December 15, 2008 and cannot be applied
earlier.  The adoption of SFAS No. 160 is not expected to have a
material impact on the Company’s financial position.





In April
2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of
Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
No. 142,Goodwill and
Other Intangible Assets(“SFAS 142”). The intent of FSP FAS 142-3 is to
improve the consistency between the useful life of a recognized intangible asset
under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R) and other applicable accounting literature.
FSP FAS 142-3 is effective for fiscal years beginning after December 15,
2008. The adoption of FSP FAS 142-3 is not expected to have a material impact on
the Company’s financial position.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and provides entities with a framework for selecting the
principles used in preparation of financial statements that are presented in
conformity with GAAP. The current GAAP hierarchy has been criticized because it
is directed to the auditor rather than the entity, it is complex, and it ranks
FASB Statements of Financial Accounting Concepts, which are subject to the same
level of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of SFAS 162 is not expected
to have a material impact on the Company’s financial position.





12
 Table of Contents





In May
2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) ("FSP 14-1"), which clarifies the accounting for convertible
debt instruments that may be settled in cash (including partial cash settlement)
upon conversion. FSP 14-1 requires issuers to account separately for the
liability and equity components of certain convertible debt instruments in a
manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing
rate when interest cost is recognized. FSP 14-1 is effective for fiscal years
beginning after December 15, 2008. The Company is currently evaluating the
potential impact of FSP 14-1 on its consolidated financial
statements.





9.
            Related Party
      Transactions





(a)
            A
      subsidiary of the Company, as the sole tenant, leases a warehouse and
      store in Wharton, New Jersey comprising of 27,000 square feet from a
      company owned by Mr. Paul Hildebrandt under a lease that expires in June
      2010.  The Company paid Mr. Hildebrandt’s company $60,112 and
      $59,025 during the quarters ended September 30, 2008 and 2007,
      respectively.  The Company paid Mr. Hildebrandt’s company
      $180,918 and $175,735 during the nine months ended September 30, 2008 and
      2007, respectively.





The
Company currently owes Mr. Hildebrandt $55,000 pursuant to two notes: (a) a
subordinated note in the amount of $150,000, paid $30,000 annually commencing
December 31, 2004 and (b) an unsecured note in the amount of $25,000 due on June
1, 2009.  William Salek, the Company’s Chief Financial Officer, is the
son-in-law of Mr. Hildebrandt.





(b)
            The
      Company owes Goldman Associates of New York, Inc. (“Goldman Associates”),
      a private company controlled by Michael Goldman, $750,000 pursuant to a
      secured note collateralized by the assets of the Company, which is
      subordinate to the borrowings under the credit facility. The note bears
      interest at the prime rate and is due on January 1,
      2009.  Michael Goldman is Chairman of the Board of the
      Company.





For
calendar years beginning 2008, the Company began paying the premiums for Michael
Goldman's COBRA health insurance.  In January 2008, the Company paid
$13,221 for this premium for 2008.





(c)
            Oscar
      and Jeffrey Folger were each an employee of the Company as Vice
      President-Chief Legal Counsel and Assistant Vice President-Legal,
      respectively, until March 31, 2007.  As of April 1, 2007, Oscar
      and Jeffrey Folger ceased to act as employees of the Company, but Oscar
      Folger’s law firm remains as counsel to the Company.  Rita
      Folger, a more than 5% shareholder of the Company, is the wife of Oscar
      Folger and the mother of Jeffrey Folger.  Professional fees paid
      to Oscar Folger’s law firm for the quarters ended September 30, 2008 and
      2007, respectively, were $25,950 and $45,125.  Professional fees
      paid to Oscar Folger’s law firm for the nine months ended September 30,
      2008 and 2007, respectively, were $49,637 and
  $96,550.





No money
was paid to either Oscar or Jeffrey Folger as part time employees of the Company
for the quarters ended September 30, 2008 and 2007, and $0 and $3,000 was paid
to each of Oscar and Jeffrey Folger as part time employees of the Company for
the nine months ended September 30, 2008 and 2007, respectively.





(d)
            Pioneer
      Realty Holdings, LLC, a New York limited liability company (“Pioneer”), is
      the owner of the premises located at 836 Route 9, Fishkill, New York,
      formerly known as 2213 Route 9, Fishkill, New York that is leased to a
      subsidiary of the Company, as the sole tenant, under a lease that expires
      on March 31, 2017, subject to two five-year renewal
    options.





13
 Table of Contents





William
Pagano, Chief Executive Officer and Director of the Company, has a 55% interest
in Pioneer and each of Mrs. Folger and Jeffrey Folger has an 8% interest in
Pioneer Realty Partners I, LLC, which has a 40% interest in
Pioneer.  The Company paid Pioneer Realty Holdings, LLC $63,182 and
$52,370 in rent during the quarters ended September 30, 2008 and 2007,
respectively.  The Company paid Pioneer Realty Holdings, LLC $186,104
and $115,095 in rent during the nine months ended September 30, 2008 and 2007,
respectively.





(e)
            Mr.
      Pagano and Mrs. Folger are each holders of convertible unsecured notes in
      the amount of $100,000, issued pursuant to the terms of a private
      placement made on July 29, 2004.  Mr. Salek and the wife of
      Michael Goldman are holders of convertible unsecured notes in the amounts
      of $25,000 and $12,500, respectively, issued pursuant to the terms of a
      private placement made on July 29,
2004.





Interest
expense on the notes held by Mr. Pagano and Mrs. Folger amounted to $2,750 for
each of the quarters ended September 30, 2008 and 2007, paid to each Mr. Pagano
and Mrs. Folger, and $8,250 for each of the nine months ended September 30, 2008
and 2007, paid to each Mr. Pagano and Mrs. Folger.





Interest
expense on the note held by Mr. Salek amounted to $688 and $1,375 for the
quarters ended September 30, 2008 and 2007, respectively, and $3,208 and $4,125
for the nine months ended September 30, 2008 and 2007,
respectively.





Interest
expense on the note held by the wife of Michael Goldman amounted to $344 and
$688 for the quarters ended September 30, 2008 and 2007, respectively, and
$1,604 and $2,063 for the nine months ended September 30, 2008 and 2007,
respectively.





(f)
            On
      August 11, 2008, Michael Goldman, a Director and Chairman of the Board of
      the Company, acquired 2,500 shares of common stock at $0.80 per
      share.





On August
12, 2008, Mr. Goldman acquired 2,500 shares of common stock at $0.80 per share,
22,700 shares of convertible preferred stock at $1.05 per share, 9,500 shares of
convertible preferred stock at $1.14 per share and 48,000 shares of convertible
preferred stock at $1.15 per share.





On August
13, 2008, Mr. Goldman acquired 10,500 shares of convertible preferred stock at
$1.15 per share.





On
September 2, 2008, Mr. Goldman acquired 365 shares of convertible preferred
stock at $1.20 per share.





On
September 19, 2008 Dr. E. Bruce Fredrikson, a Director of the Company, disposed
of 500 shares of convertible preferred stock at $8.05 per share.





10.
            Income Tax
      Expense





The
Company recorded a net federal tax expense of $308,500 for the quarter and nine
months ended September 30, 2008 based on the Company’s revaluation of its
deferred tax asset.





The
Company’s income tax expense for the quarter ended September 30, 2008 was
$341,404 compared to $29,237 for the same period in 2007.  The Company
records state income tax expense based on year-to-date profit of the Company and
its subsidiaries and records federal alternative minimum tax expense as the
Company utilizes its net operating loss carryforwards to offset any federal
taxes due.





14
 Table of Contents





The
Company’s income tax expense for the nine months ended September 30, 2008 was
$363,681 compared to $81,850 for the same period in 2007.  The Company
records state income tax expense based on year-to-date profit of the Company and
its subsidiaries and records federal alternative minimum tax expense as the
Company utilizes its net operating loss carryforwards to offset any federal
taxes due.





Comparison
of the Company’s effective tax rate from period to period may not be consistent,
as state taxes vary with the profit of the Company and its subsidiaries, while
federal taxes are based upon the consolidation of the Company and its
subsidiaries.





11.
            Deferred Tax
      Asset





As of
December 31, 2007, the gross deferred tax asset of $8,461,486 was reduced by a
valuation allowance in the amount of $6,752,986, which reflected the Company’s
likelihood of utilizing the net operating losses in the future based upon
projected taxable income.





At
September 30, 2008, gross deferred tax assets of $8,288,891 have been reduced by
a valuation allowance in the amount of $6,888,891. Such valuation allowance
includes a reduction to the net deferred tax asset of $308,500 for the nine
months ended September 30, 2008 based on future projected taxable income and the
Company’s assessment of future utilization of net operating loss
carryforwards.





12.
            Acquisition





On
September 10, 2007, the Company, through a wholly owned subsidiary, purchased
from S&A Supply, Inc., a Massachusetts corporation, (“S&A Supply”) and
affiliates of S&A Supply, all of their tangible and intangible assets,
including accounts receivable, inventory, fixed assets, but excluding certain
accounts receivable and other specifically excluded assets, and assumed certain
liabilities, including trade accounts payable and motor vehicle
loans.  S&A Supply is a distributor of heating, electrical, and
plumbing supplies in the western Massachusetts area.





Presented
below are the unaudited pro forma financial results prepared under the
assumption that the September 10, 2007 acquisition of S&A Supply, Inc. had
been completed at the beginning of the period presented:





Pro Forma Condensed
Consolidated Operating Data


(Unaudited)




For the Three Months Ended September 30,
      2007
                    
                    
                    For the Nine Months Ended September 30,
      2007Net
      sales
                    
                    $
                    23,367,520
                    
                    
                    $
                    68,020,579Operating
      income
                    
                    
                    442,434
                    
                    
                    
                    808,120Net
      income (loss)
                    
                    $
                    36,975
                    
                    
                    $
                    (357,435
                    )Income
      (loss) per common share:Basic:
                    
                    $
                    0.01
                    
                    
                    $
                    (0.08
                    )Diluted:
                    
                    $
                    0.01
                    
                    
                    $
                    (0.08
                    )





15
 Table of Contents





13.
            Subsequent
      Events





On
September 2, 2008, the Company announced that it was offering to shareholders
who owned 99 or fewer shares of the Company’s convertible preferred stock on
August 20, 2008, to purchase those shares at $1.25 per share. The tender offer
was to expire on October 31, 2008; however, on October 28, 2008 the Company
announced that it was extending the expiration date of the tender offer to
December 31, 2008.  As of November 6, 2008, 1,395 shares of
convertible preferred stock have been purchased and retired pursuant to the
tender offer.  The Company paid $1,743.75 for these
shares.





On
October 14, 2008, the Company announced that it will no longer distribute
American Standard HVAC products and was appointed by Johnson Controls, Inc. as a
non-exclusive distributor for the Fraser Johnston line of commercial rooftop and
HVAC units, Source 1 HVAC service parts, and commercial HVAC control systems.
The American Standard HVAC product line has been replaced with the Goodman/Amana
residential product line and the Fraser Johnston commercial product
line.





On
October 14, 2008, the Company announced that it is closing the sales office in
its Hicksville, New York facility, but will continue to use this facility for
warehousing and shipping purposes only.





On
October 20, 2008, the Company’s $300,000 standby letter of credit, due to expire
on August 31, 2009, was surrendered by the vendor and released by
Wells.





16
 Table of Contents





Item 2. Management’s Discussion and Analysis of
Financial Condition and Resultsof
Operations





We begin
Management’s Discussion and Analysis of Financial Condition and Results of
Operations of Colonial Commercial Corp. and subsidiaries with a discussion of
our business, and other business considerations, to provide a context for
understanding.  This is followed by a discussion of the “Critical
Accounting Policies” that we believe are important to understanding the
assumptions and judgments incorporated into our reported financial results which
we discuss under “Results of Operations.”  Within “Results of
Operations,” the term “same-store locations” is defined as the portion of the
Company’s operations that conducted business throughout each of the quarters and
nine month periods ended September 30, 2008 and September 30,
2007.  Same-store locations may include the addition of new products
as well as the deletion of products previously sold at these
locations.  We then provide an analysis of cash flows, and discuss our
financial commitments under “Liquidity and Capital Resources.” It is suggested
that Management’s Discussion and Analysis of Financial Condition and Results of
Operations be read in conjunction with the consolidated financial statements and
notes included in the Company's Form 10-K for the year ended December 31,
2007.





Forward-Looking
Statements





This
report on Form 10-Q contains forward-looking statements including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar
expressions.  Forward-looking statements involve risks and
uncertainties, including, but not limited to, the consummation of certain events
referred to in this report, technological changes, competitive factors,
maintaining customer and vendor relationships, inventory obsolescence and
availability, and other risks detailed in the Company's periodic filings with
the Securities and Exchange Commission, which could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking
statements.  We undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events, or otherwise.





Company
Overview





Colonial
Commercial Corp. (“Colonial”) is a New York corporation which was incorporated
on October 28, 1964.  Unless otherwise indicated, the term “Company”
refers to Colonial Commercial Corp. and its consolidated
subsidiaries.  The Company’s operations are conducted through its
wholly owned subsidiaries, Universal Supply Group, Inc. (“Universal”), The RAL
Supply Group, Inc. (“RAL”), and S&A Supply, Inc. (“S&A”).  We
distribute heating, ventilating and air conditioning equipment (HVAC), parts and
accessories, climate control systems, appliances, and plumbing and electrical
fixtures and supplies, primarily in New Jersey, New York, Massachusetts and
portions of eastern Pennsylvania, Connecticut and Vermont.





17
 Table of Contents





We supply
the Amana air conditioning and heating equipment line in New Jersey (exclusive
of Cape May and Cumberland counties), lower portions of New York State, and
Western Massachusetts.  At all our locations we also supply, on a
non-exclusive basis, the Goodman line of heating and air conditioning equipment,
Fraser-Johnston commercial air conditioning equipment, and Johnson Controls’
Source 1 HVAC Service Parts.  As of October 14, 2008 the Goodman/Amana
residential product line and the Fraser Johnston commercial product line
replaced the American Standard HVAC product line previously distributed by the
Company.  We distribute these products through seven sales locations
in New Jersey, eight in New York State, two in Massachusetts and one location in
Willow Grove, Pennsylvania.  We also have two additional locations,
one in New Jersey and the other in New York, that we use for warehousing
purposes only. We use showrooms for the display and sale of kitchen, bathroom
and electrical fixtures and accessories at our locations in Fishkill,
Middletown, New Windsor and Suffern, New York and Great Barrington and
Pittsfield, Massachusetts.





We have
developed a specialty in the design and sale of energy conservation control
systems and the fabrication of customized UL listed control
panels.  We also supply indoor air quality components and
systems.





Our
in-house staff provides technical assistance and training to
customers.  In some cases, we also use vendors’ representatives and
outside services. We do not install any equipment or systems.





We
distribute appliances, such as washers and dryers, to appliance dealers
primarily in New York, New Jersey, and portions of Connecticut, Delaware and
Pennsylvania.





Our
objective is to become a leading provider of building products, such as HVAC,
plumbing, and electrical equipment and accessories to the professional
contractor in the northeastern United States.  We intend to accomplish
this objective by increasing the number of locations convenient to our
customers, expanding our product offerings, and in seeking strategic
acquisitions.





Other Business
Considerations





Our
business is affected by significant outdoor temperature swings. Our sales
typically increase during peak heating and cooling demand
periods.  Demand related to the residential central air conditioning
replacement market is highest in the second and third quarters, while demand for
heating equipment is usually highest in the fourth quarter.  Our
business is also affected by general economic conditions in the residential
commercial construction industry.





Critical Accounting
Policies





The
accounting policies below are critical to the Company’s business operations and
the understanding of results of operations. The Company’s discussion and
analysis of its financial condition and results of operations are based upon the
Company’s consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities as the date of the
consolidated financial statements and the reported amount of revenue and
expenses during the reporting period. The Company bases its estimates on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of asset and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.





18
 Table of Contents





Revenue
for the Company primarily consists of sales of heating, ventilation and air
conditioning equipment, climate control systems and plumbing and electrical
fixtures and supplies. Revenue is recognized when the earnings process is
complete, which is generally upon shipment or delivery of products in accordance
with agreed-upon shipping terms and when title and risk of loss transfers to the
customer.  The Company has no further obligations subsequent to
shipment or delivery.  Customers have the right to return defective
products, which are substantially covered under the manufacturer’s
warranty.  The customer receives a credit from the Company for
defective products returned and the Company receives a corresponding credit
provided by the manufacturer.  The only warranty provided on products
sold is provided by the manufacturer.





The
Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. The
Company establishes and monitors the allowance for doubtful accounts based on
the credit risk of specific customers, customer concentrations, historical
trends and other information. The Company had accounts receivable of
$10,067,663, net of an allowance for doubtful accounts of $479,399, as of
September 30, 2008.  Although the Company believes its allowance is
sufficient, if the financial condition of the Company’s customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances would be required.





The
Company writes down its inventories for estimated slow moving and obsolete goods
in accordance with the lower of cost or market value, based upon assumptions
about future demand and market conditions. A significant sudden increase in the
demand for the Company’s products could result in a short-term increase in the
cost of inventory purchases, while a significant decrease in demand could result
in an increase in the amount of excess inventory quantities on-hand.
Additionally, the Company’s estimates of future product demand may prove to be
inaccurate, in which case the Company may have understated or overstated the
write-down required for excess and obsolete inventory.





Under
Statement of Financial Accounting Standards No. 142, goodwill is reviewed at
least annually for impairment.  In assessing the recoverability of the
Company’s goodwill, the Company must make assumptions regarding estimated future
cash flows and other factors to determine the fair value of the respective
assets and liabilities of the reporting unit.  Upon adoption and again
as a result of the Company’s annual impairment test, there was no indication of
impairment for goodwill acquired in prior business combinations.  If
the Company’s estimates or its related assumptions change in the future, the
Company may be required to record impairment charges related to its
goodwill.  Goodwill and other intangible assets amounting to
$1,628,133 and $338,569 at September 30, 2008, respectively, consist of assets
arising from acquisitions.





19
 Table of Contents





The
Company has accounted for, and currently accounts for, income taxes in
accordance with Statement 109 “Accounting for Income Taxes.”  This
statement establishes financial accounting and reporting standards for the
effects of income taxes that result from an enterprise’s activities during the
current and preceding years.  It requires an asset and liability
approach for financial accounting and reporting of income taxes.  The
realization of future tax benefits of deductible temporary differences and
operating loss or tax credit carryforwards will depend on whether the Company
will have sufficient taxable income of an appropriate character within the
carryback and carryforward period permitted by the tax law to allow for
utilization of the deductible amounts and carryforwards. Without sufficient
taxable income to offset the deductible amounts and carryforwards, the related
tax benefits will expire unused. The Company evaluates both positive and
negative evidence in making a determination as to whether it is more likely than
not that all or some portion of the deferred tax asset will not be
realized.  As of December 31, 2007, the gross deferred tax asset of
$8,461,486 was reduced by a valuation allowance in the amount of $6,752,986,
which reflected the Company’s likelihood of utilizing the net operating losses
in the future based upon projected taxable income.





At
September 30, 2008, gross deferred tax assets of $8,288,891 have been reduced by
a valuation allowance in the amount of $6,888,891. Such valuation allowance
includes a reduction to the net deferred tax asset of $308,500 for the nine
months ended September 30, 2008 based on future projected taxable income and the
Company’s assessment of future utilization of net operating loss
carryforwards.





Results of
Operations





Results
of Operations for the Quarters Ended September 30, 2008 and 2007





Sales
increased by 11.4%, or $2,340,156, to $22,862,364 for the quarter ended
September 30, 2008 from $20,522,208 for the same period in 2007.  The
acquisition of S&A Supply, Inc. on September 10, 2007 constituted new
operations for a portion of the quarter ended September 30,
2008.  Sales from new operations were $2,119,133 for the quarter ended
September 30, 2008, while sales from same-store locations increased by 1.1%, or
$221,023, from $20,522,208 to $20,743,231.  The increase in sales from
same-store locations reflects expanded product lines and an increase in air
conditioning equipment sales.





Gross
profit increased by 10.6%, or $634,154, to $6,615,317 for the quarter ended
September 30, 2008 from $5,981,163 for the same period in 2007.  Gross
profit from new operations was $598,523 for the quarter, while gross profit from
same-store locations increased by 0.6%, or $35,631, from $5,981,163 to
$6,016,794.  Gross profit expressed as a percentage of sales decreased
by 0.2% to 28.9% in 2008 compared to 29.1% for the comparable period in
2007.  The decrease in gross profit expressed as a percentage of sales
is primarily the result of a change in the sales mix to higher efficiency
heating and air conditioning systems, which are usually sold at higher margins,
offset by lower vendor rebates and purchase discounts.  Cost of sales
excludes the distribution costs of incoming freight, purchasing, receiving,
inspection, warehousing and handling costs, as these costs are included in our
selling, general and administrative expenses.  Our gross margins may
not be comparable to those of other entities since some entities include these
distribution costs in the cost of sales.  These distribution costs
were $134,315 and $143,457 for the quarters ended September 30, 2008 and 2007,
respectively.





Selling,
general and administrative expenses increased by 8.8%, or $481,841, to
$5,988,272 for the quarter ended September 30, 2008 from $5,506,431 for the same
period in 2007.  Selling, general and administrative expenses from new
operations were $572,404 for the quarter, while selling, general and
administrative expenses from same-store locations decreased by 1.6%, or $90,563,
from $5,506,431 to $5,415,868.





20
 Table of Contents





Net
interest expense decreased by 29.9%, or $115,534, to $270,232 for the quarter
ended September 30, 2008 from $385,766 for the same period in
2007.  The net interest expense decrease is primarily the result of a
reduction in the interest rate of the Company’s credit facility from an average
rate of 8.0% for the quarter ended September 30, 2007 to an average rate of
4.75% for the quarter ended September 30, 2008.





The
Company’s income tax expense for the quarter ended September 30, 2008 was
$341,404 compared to $29,237 for the same period in 2007.  The Company
recorded a net federal tax expense of $308,500 for the quarter ended September
30, 2008 based on the Company’s revaluation of its deferred tax
asset.  The Company records state income tax expense based on
year-to-date profit of the Company and its subsidiaries and records federal
alternative minimum tax expense as the Company utilizes its net operating loss
carryforwards to offset any federal taxes due.  Comparison of the
Company’s effective tax rate from period to period may not be consistent as the
Company’s subsidiaries file separate state tax returns and the Company files a
consolidated federal return.  State taxes vary with the profit of the
Company and its separate subsidiaries, while federal taxes are based upon the
consolidation of the Company and its subsidiaries.





The
Company’s net income decreased by 43.8%, or $58,616, to $75,229 for the quarter
ended September 30, 2008, compared to a net income of $133,845 for the same
period in 2007.  The decrease in net income is primarily the result of
the Company’s charge to its deferred tax asset in the amount of
$308,500.





Results
of Operations for the Nine Months Ended September 30, 2008 and 2007





Sales
increased by 10.9%, or $6,413,668, to $65,106,677 for the nine months ended
September 30, 2008 from $58,693,009 for the same period in 2007.  The
acquisition of S&A Supply, Inc. on September 10, 2007 constituted new
operations for a portion of the nine months ended September 30,
2008.  The new branch opening in the Albany, New York area on April
10, 2007 constituted new operations for a portion of the nine months ended
September 30, 2008.  Sales from these new operations were $8,114,697
for the nine months ended September 30, 2008, while sales from same-store
locations declined by 2.9%, or $1,701,029, from $58,693,009 to
$56,991,980.  The decrease in sales from same-store locations reflects
lower sales in the first quarter of the year due to the difficult economic
environment, a significant reduction in new construction, and the moderation of
residential renovations.





Gross
profit increased by 11.5%, or $1,958,415, to $18,914,516 for the nine months
ended September 30, 2008 from $16,956,101 for the same period in
2007.  Gross profit from new operations was $2,319,406 for the nine
months, while gross profit from same-store locations declined by 2.1%, or
$360,991, from $16,956,101 to $16,595,110.  The decline in gross
profit from same-store locations was directly caused by lower
sales.  Gross profit expressed as a percentage of sales increased by
0.2% to 29.1% in 2008 compared to 28.9% for the comparable period in
2007.  The increase in gross profit expressed as a percentage of sales
is primarily the result of a change in the sales mix to higher efficiency
heating and air conditioning systems, which are usually sold at higher margins,
partially offset by lower vendor rebates and purchase discounts.  Cost
of sales excludes the distribution costs of incoming freight, purchasing,
receiving, inspection, warehousing and handling costs, as these costs are
included in our selling, general and administrative expenses.  Our
gross margins may not be comparable to those of other entities since some
entities include these distribution costs in the cost of sales.  These
distribution costs were $396,825 and $399,211 for the nine months ended
September 30, 2008 and 2007, respectively.





21
 Table of Contents





Selling,
general and administrative expenses increased by 17.4%, or $2,762,238, to
$18,621,719 for the nine months ended September 30, 2008 from $15,859,481 for
the same period in 2007.  Selling, general and administrative expenses
from new operations were $2,618,491 for the nine months, while selling, general
and administrative expenses from same-store locations increased by 0.9%, or
$143,748, from $15,859,481 to $16,003,229.





Net
interest expense decreased by 13.8%, or $149,563, to $931,500 for the nine
months ended September 30, 2008 from $1,081,063 for the same period in
2007.  The net interest expense decrease is primarily the result of a
reduction in the interest rate of the Company’s credit facility from an average
rate of 7.73% for the nine months ended September 30, 2007 to an average rate of
5.18% for the nine months ended September 30, 2008.





The
Company’s income tax expense for the nine months ended September 30, 2008 was
$363,681 compared to $81,850 for the same period in 2007.  The Company
recorded a net federal tax expense of $308,500 for the nine months ended
September 30, 2008 based on the Company’s revaluation of its deferred tax
asset.  The Company records state income tax expense based on
year-to-date profit of the Company and its subsidiaries and records federal
alternative minimum tax expense as the Company utilizes its net operating loss
carryforwards to offset any federal taxes due.  Comparison of the
Company’s effective tax rate from period to period may not be consistent as the
Company’s subsidiaries file separate state tax returns and the Company files a
consolidated federal return.  State taxes vary with the profit of the
Company and its separate subsidiaries, while federal taxes are based upon the
consolidation of the Company and its subsidiaries.





The
Company’s net income decreased by $633,066, to a net loss of $783,966 for the
nine months ended September 30, 2008, compared to a net income of $150,900 for
the same period in 2007.  The decrease in net income is primarily the
result of the effect of losses incurred from our new operations in the amount of
$467,026, plus the Company’s charge to its deferred tax asset in the amount of
$308,500, as described above, offset by a decrease of $149,563 in interest
expense.





The
following table summarizes information derived from the Company’s consolidated
statements of operations expressed as a percentage of sales for the quarter and
nine months ended September 30, 2008 and 2007.





For
      the Quarter Ended September 30,
                  
                  
                  For
      the Nine Months Ended September 30,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007Sales
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost
      of sales
                  
                  
                  71.1
                  
                  
                  
                  70.9
                  
                  
                  
                  70.9
                  
                  
                  
                  71.1Gross
      profit
                  
                  
                  28.9
                  
                  
                  
                  29.1
                  
                  
                  
                  29.1
                  
                  
                  
                  28.9Selling,
      general and administrative expenses
                  
                  
                  26.2
                  
                  
                  
                  26.8
                  
                  
                  
                  28.6
                  
                  
                  
                  27.0Operating
      income (loss)
                  
                  
                  2.7
                  
                  
                  
                  2.3
                  
                  
                  
                  0.5
                  
                  
                  
                  1.9Other
      income
                  
                  
                  0.3
                  
                  
                  
                  0.4
                  
                  
                  
                  0.3
                  
                  
                  
                  0.4Interest
      expense, net
                  
                  
                  (1.2
                  )
                  
                  
                  (1.9
                  )
                  
                  
                  (1.4
                  )
                  
                  
                  (1.8
                  )Income
      (loss) before taxes
                  
                  
                  1.8
                  
                  
                  
                  0.8
                  
                  
                  
                  (0.6
                  )
                  
                  
                  0.5Income
      taxes
                  
                  
                  (1.5
                  )
                  
                  
                  (0.1
                  )
                  
                  
                  (0.6
                  )
                  
                  
                  (0.2
                  )Net
      income (loss)
                  
                  
                  0.3
                  %
                  
                  
                  0.7
                  %
                  
                  
                  (1.2
                  )
      %
                  
                  
                  0.3
                  %





22
 Table of Contents





The
Company expects continued weakness in the construction industry for the
remainder of 2008 through 2010, which will affect the Company’s growth through
the same period.  The Company anticipates that it will obtain
additional revenues from new product offerings and realize benefits of a
continued cost reduction program.





Liquidity and Capital
Resources





In
connection with the September 10, 2007 acquisition of S&A Supply, Inc., the
Company amended its secured credit facility (“Agreement”) with Wells Fargo Bank,
National Association (“Wells”) to increase the Company’s facility from $15
million to $25 million and extended the maturity of the facility from August 1,
2010 to August 1, 2012.  The $25 million facility includes a $1
million structural sublimit, as defined in the Agreement, payable in 24 equal
monthly installments, and up to $500,000 of seasonal
over-advances.  The initial interest rate on the term loan is prime
minus 0.25%, but the interest rate on up to 75% of the loan’s outstanding
balance can be converted by the Company to 21⁄2% over LIBOR.





The
revolving credit line bears interest at 0.25% below prime.  At
September 30, 2008, the Company had a standby letter of credit, which was set to
expire on August 31, 2009.  The standby letter of credit reduced the
availability of the credit facility by $300,000 and additional reserves
determined by the bank further reduced the availability of the credit facility
by $164,000.    Borrowings under the credit facility are
secured by the available assets of the Company, as defined in the
Agreement.  Availability under the revolving credit line was
$1,150,121 as of September 30, 2008 and is determined by a percentage of
available assets as defined in the Agreement, less letters of credit and
reserves. The balance outstanding under the revolving line of credit was
$15,578,106 as of September 30, 2008.  The interest rate on the
revolving credit facility as of September 30, 2008 was 4.75%.  On
October 20, 2008, the Company’s $300,000 standby letter of credit, due to expire
on August 31, 2009, was surrendered by the vendor and released by
Wells.





The
Company believes that the credit facility with Wells is sufficient to finance
its current operating needs.  The credit facility provides that
financial covenants are to be determined by agreement between Wells and the
Company on an annual basis.  While the Company and Wells have reached
mutually agreeable covenants for the period through December 31, 2008, there can
be no assurance that the Company and Wells will be able to reach an agreement on
covenants in the future.  In the event the Company and Wells are
unable in the future to agree upon these annual covenants, the credit facility
would be in default, and Wells could demand immediate payment.  The
business of the Company would be materially and adversely affected if the
Company is unable to obtain alternate financing.  The Company is in
compliance with all of its financial loan covenants as of September 30,
2008.





As of
September 30, 2008, the Company had $733,637 in cash compared with $622,723 at
December 31, 2007.





Net cash
provided by operating activities was $3,212,067 for the nine months ended
September 30, 2008.  The net cash provided by operating activities for
the 2008 period is primarily a result of cash provided by operating assets and
liabilities of $2,543,214 and non-cash charges of $1,452,819, offset by a net
loss of $783,966. The decrease of $1,239,455 in inventory is due to product
standardization of HVAC equipment lines and a reduction of inventory levels to
maximize operating efficiencies. The decrease in accounts receivable of $719,592
is primarily related to reduced sales volume during the quarter ended September
30, 2008 compared to the quarter ended December 31, 2007.





Cash
flows used in investing activities were $392,394 during the nine months ended
September 30, 2008 due to purchases of equipment.





23
 Table of Contents





Cash
flows used in financing activities of $2,708,759 for the nine months ended
September 30, 2008 consisted of $2,448,949 in net repayments under the credit
facility-revolving credit, net and $259,810 for repayments of notes
payable.





Item
3.  Quantitativeand Qualitative Disclosures About Market
Risk





Market
risk represents the risk of changes in value of a financial instrument,
derivative or non-derivative, caused by fluctuations in interest rates, foreign
exchange rates and equity prices.  The Company has no financial
instruments that give it exposure to foreign exchange rates or equity
prices.





The
Company’s pre-tax earnings and cash flows are exposed to changes in interest
rates.  All borrowings under its credit facility bear interest based
on the prime rate less 0.25%, and a $750,000 note to Goldman Associates of New
York, Inc. bears interest at the prime rate.  A hypothetical 10%
adverse change in such rates would reduce the pre-tax earnings and cash flows by
approximately $77,746 over a one-year period, assuming the borrowing level
remains consistent with the outstanding borrowings as of September 30,
2008.  The fair value of the borrowings under the credit facility is
not affected by changes in market interest rates.





The
Company’s remaining interest-bearing obligations are at fixed rates of interest
and as such, do not expose the pre-tax earnings and cash flows to changes in
market interest rates. The change in fair value of the Company’s fixed rate
obligations resulting from a hypothetical 10% adverse change in interest rates
would not be material.





Item
4T.Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





As of the
end of the period covered by this report, we performed an evaluation under the
supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934 (the Exchange
Act)).  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of the end of the period covered by
this Quarterly Report, our disclosure controls and procedures were
effective.





Changes in Internal Control
Over Financial Reporting





There
have been no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the last
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.





PART II.  OTHER
INFORMATION





Item
1.  LegalProceedings





The
Company’s Legal Proceedings are incorporated by reference from Part I Financial
Information, Item 1 Financial Statements,
Section 7 Litigation, of this
Report on Form 10-Q.





Items 1A, 2, 3, 4 and 5 are
not applicable and have been omitted.





24
 Table of Contents





Item
6.Exhibits





31.01
              Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.





31.02
              Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.





32.01
              Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.





32.02
              Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.





25
 Table of Contents





SIGNATURES








Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.











Dated:
      November 13, 2008
                        COLONIAL
      COMMERCIAL CORP./s/ William PaganoWilliam
      Pagano,Chief
      Executive Officer/s/ William SalekWilliam
      Salek,Chief
      Financial
Officer