Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Tollycraft Yacht Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
889553-10-3
(CUSIP Number)
Peter Hobbs
106650 Scripps Ranch Blvd., Suite 220
San Diego, CA 92131
(619) 271-1911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 1996
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. _
Check the following box if a fee is being paid with this
statement._ (A fee is not required only if the filing person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
1 Name of reporting person Kramfors Limited
S.S. or I.R.S. Identification Nos. of above person None
2 Check the appropriate box if a member of a group* (a)_____
(b)_____
3 SEC use only
4 Source of funds* OO
5 Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e) _____
6 Citizenship or place of organization Hong Kong
Number of
Shares 7 Sole voting power 36,210,792
Beneficially
Owned 8 Shared voting power
By each
Reporting 9 Sole dispositive power 18,105,396
Person
with 10 Shared dispositive power
11 Aggregate amount beneficially owned by each
reporting person 36,210,792
12 Check box if the aggregate amount in row (11)
excludes certain shares* ______
13 Percent of class represented by amount in row (11) 72%
14 Type of reporting person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
INTRODUCTION
The information contained in this statement is as of the date
hereof, unless otherwise expressly provided herein.
Kramfors Limited is a Hong Kong consulting company which is the voting
trustee of a voting trust agreement which comprises 36,210,792 shares
of the Issuer.
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value
of Tollycraft Yacht Corporation.
The principal executive offices of the Issuer are
located at 2200 Clinton Avenue, Kelso WA
Item 2. Identity and Background.
(a) Name:
This statement is filed on behalf of Kramfors Limited,
a Hong Kong corporation.
(b) Address:
2 Ice House Street, Suite 202, Hong Kong
(c) Present principal occupation:
Management consulting and investing.
(d) During the last five years, no Filing Party has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, no Filing Party was a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship:
Hong Kong
Item 3. Source and Amount of Funds or Other Consideration
No funds, consideration was a consulting contract.
<PAGE>
Item 4. Purpose of Transaction.
Kramfors has acquired the voting power over these securities
and the acquisition power over these securities to enable it
to be more effective in pursuing the objectives of management.
None of the Filing Parties have any current definitive
plan, arrangement, or understanding to gain control of
the Company or to seek to cause the Company or any of its
subsidiaries to be merged, reorganized, or liquidated, to
sell or transfer any assets of the Company or any of its
subsidiaries, to cause the Company to change its current
board of directors or management, capitalization,
dividend policy, business, corporate structure, charter,
or bylaws or to cause the Common Stock to to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act. The filing party supports management's proposal
to reincorporate from Minnesota to Nevada.
Item 5. Interest in Securities of the Issuer.
Kramfors has the sole power to vote 36,210,792 shares,
or 72%, of the outstanding Common Stock. Kramfors disclaims
beneficial ownership of those shares.
Kramfors, subject to certain conditions has options to
acquire or direct the disposition of 18,105,396 shares or
33% of the Common Stock. Kramfors disclaims beneficial
ownership of those shares.
The filing of this statement shall not be construed as an
admission that the Filing Party is the beneficial owner of
any shares of Common Stock with respect to which
beneficial ownership is disclaimed.
The calculation of percentages of outstanding Common
Stock set forth herein is based upon 55,000,000 shares of
Common Stock outstanding as of October 20, 1996, as
reported by the Company in its Form 10-Q for the quarter
ended September 30, 1996. See this Item 5 above for
information on transactions in the Common Stock by the
Filing Persons that were effected during the past 60
days, which information is incorporated herein by
reference.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth herein, there are no contracts,
arrangements, understandings, agreements or relationships
(legal or otherwise) among the persons named in Item 2
herein and between such persons and any person with
respect to the securities of the Company.
Item 7. Materials to be filed as Exhibits.
A. Voting Trust Agreement (2)
B. Assignment of Voting Trust Agreement (1)
C. One Year Performance Agreement (3)
D. Two Year Option Agreement (3)
E. Assignment of Option Agreement (1)
(1) Filed previously in the Issuer's 10-QSB for the period ended 9-30-96
and incorporated herein by reference thereto.
(2) Filed previously in the Issuer's 8-K filed 10-28-96 and incorporated
herein by reference thereto.
(3) To be filed by amendment.
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
Date: 11/29/96
KRAMFORS LIMITED
By:__/s/_________________________
Peter Hobbs, Director
