UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
RAND CAPITAL CORPORATION
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
752185
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(CUSIP Number)
September 8, 1998
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(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
X Rule 13d-1(c)
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___ Rule 13d-1(d)
*The remainder of this cover page shall be filed 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 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>
CUSIP No. 752185
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1. Names of Reporting Persons. Colmac Holdings Limited
IRS Identification Nos. of above persons (entities only).
###-##-####
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2. Check the appropriate box if a member of a Group (See
Instructions).
(a)...................................................
(b)...................................................
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3. SEC Use Only..........................................
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4. Citizenship or Place of Organization Ontario, Canada
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Number of 5. Sole Voting Power -- -0-
Shares Bene- ________________________________________________________________
ficially
Owned by 6. Shared Voting Power -- 600,000
Each Reporting ________________________________________________________________
Person With:
7. Sole Dispositive Power -- -0-
________________________________________________________________
8. Shared Dispositive Power -- 600,000
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9. Aggregate Amount Beneficially Owned by Each Reporting
Person -- 600,000
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) _________________
11. Percent of Class Represented by Amount in Row (11) --
10.5%
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12. Type of Reporting Person (See Instructions) -- CO
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<PAGE>
Item 1.
(a) Name of Issuer - Rand Capital Corporation
(b) Address of Issuer's Principal Executive Offices -
2200 Rand Building, Buffalo, New York 14203
Item 2.
(a) Name of Person Filing - Colmac Holdings Limited
(b) Address of Principal Business Office or, if none,
Residence -
45 St. Clair Avenue West, Suite 902, Toronto, Ontario,
Canada M4V 1K9
(c) Citizenship/Place of Organization - Ontario, Canada
(d) Title of Class of Securities - Common Stock, $.10 par
value
(e) CUSIP Number - 752185
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
Section 240.13d-2(b) or (c), check whether the person filing
is a:
(a) __ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) __ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) __ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) __ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) __ An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) __ An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) __ A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) __ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) __ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) __ Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 600,000
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(b) Percent of class: 10.5%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote -0-
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(ii) Shared power to vote or to direct the vote 600,000
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(iii)Sole power to dispose or to direct the disposition
of -0-
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(iv) Shared power to dispose or to direct the
disposition of 600,000
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Instruction. For computations regarding securities which represent
a right to acquire an underlying security see Section 240.13d-3(d)(1).
Item 5. Ownership of Five Percent of Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following .
Instruction. Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Not Applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Section 240.13d-
1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
Not Applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
Not Applicable.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
9/11/98
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Date
COLMAC HOLDINGS LIMITED
By: /S/ WILLIS S. MCLEESE
Willis S. McLeese, President
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper formate shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations. (See 18 U.S.C. 1001)
