SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
AMENDMENT TO
FORM 10-QSB
[ X ] Quarterly report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
-------------
OR
[ ] Transition report under section 13 or 15 (d) of the Exchange Act
COMMISSION FILE NUMBER 0-14136
CASMYN CORP.
(Exact name of registrant as specified in Charter)
COLORADO
(State or other jurisdiction of incorporation)
84-0987840
(IRS Employer Identification No.)
1335 GREG STREET, UNIT #104
SPARKS, NEVADA 89431
(702) 331-5524
(Address and Telephone Number of Principal Executive Offices)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 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 [ X ] No [ ].
As of September 23, 1996, 9,992,492 shares of the issuer's common stock were
outstanding.
This report contains 12 pages. There are no exhibits.
<PAGE>
CASMYN CORP.
FORM 10-QSB
INDEX
Page
No.
PART I. Financial Information: ----
Condensed Consolidated Balance Sheet - September 30, 1995
and June 30, 1996 (Unaudited) 3
Condensed Consolidated Statements of Operations - Three Months
and Nine Months ended June 30, 1996 and 1995 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows - Nine Months
ended June 30, 1996 and 1995 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. Other Information:
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 12
<PAGE>
CASMYN CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30, 1996
1995 (UNAUDITED)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 4,938,945 $5,473,211
Common stock subscriptions receivable 7,125,002 -
Accounts receivable, net 593,658 225,702
Inventories 312,069 1,749,845
Prepaid expenses and other assets 93,732 135,000
---------- ----------
Total Current Assets 13,063,406 7,583,848
---------- ----------
INVESTMENT IN RELATED PARTY 204,227 204,227
INVESTMENT IN AFFILIATES - 8,367,702
EQUIPMENT AND IMPROVEMENTS, net of
accumulated depreciation of
$147,959 and $227,696 313,694 2,945,392
MINERAL PROPERTIES 197,227 6,712,458
DUE FROM RELATED PARTIES, NET 58,451 67,066
OTHER ASSETS 572,388 1,622,807
----------- -----------
TOTAL ASSETS $14,315,661 $27,503,500
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $384,590 $2,617,047
Accrued liabilities 190,052 314,848
Current portion of long-term debt 27,462 -
---------- ----------
Total Current Liabilities 602,104 2,931,895
---------- ----------
LONG-TERM DEBT 71,298 -
---------- ----------
CONVERTIBLE DEBT 5,000,000 5,000,000
---------- ----------
Total Liabilites 5,673,402 7,931,895
---------- ----------
MINORITY INTEREST 498,663 -
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value;
20,000,000 shares authorized;
0 and 2,707,000 shares issued
and outstanding - 270,700
Common stock, $.04 par value;
300,000,000 shares authorized;
8,604,637 and 7,285,492 shares
issued and outstanding 344,185 291,480
Additional paid-in capital 11,859,844 27,854,536
Accumulated deficit ( 4,067,783) ( 8,501,094)
Foreign currency translation adjustment 7,350 ( 319,017)
Treasury stock, 1,500 shares at cost - ( 25,000)
----------- -----------
Total Stockholders' Equity 8,143,596 19,571,605
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,315,661 $27,503,500
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CASMYN CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1996 1995 1996 1995
--------------------- ----------------------
<S> <C> <C> <C> <C>
SALES $1,065,538 $375,270 $405,881 $44,908
COST OF GOODS SOLD 756,732 270,195 323,313 32,334
---------- --------- --------- ----------
GROSS PROFIT 308,806 105,075 82,568 12,574
---------- --------- --------- ----------
COSTS AND EXPENSES:
Selling, general and
administrative expense 4,695,678 3,296,155 1,945,928 1,560,096
Depreciation, depletion
and amortization 100,778 167,174 52,595 55,725
Mineral exploration expense 447,647 769,473 105,004 289,799
Research and development 204,113 150,768 38,253 40,205
---------- ---------- --------- ---------
5,448,216 4,383,570 2,141,780 1,945,825
---------- ---------- --------- ---------
LOSS FROM OPERATIONS ( 5,139,410) (4,278,495) (2,059,212) (1,933,251)
OTHER INCOME (EXPENSE):
Minority interest in net
loss of consolidated
subsidiary 498,663 1,991,189 - 801,175
Interest and other income 343,527 85,545 92,016 3,905
Interest expense ( 136,091) ( 9,454) ( 44,071) ( 3,150)
---------- ---------- --------- ---------
706,099 2,067,280 47,945 801,930
---------- ---------- ---------- ----------
LOSS FROM CONTINUING
OPERATIONS (4,433,311) (2,211,215) (2,011,267) (1,131,321)
GAIN FROM DISCONTINUED
OPERATIONS - 32,429 - -
---------- ---------- ---------- ----------
NET LOSS $(4,433,311)$(2,178,786) $(2,011,267) $(1,131,321)
========== ========== ========== ==========
INCOME (LOSS) PER COMMON SHARE:
Loss from Continuing
Operations $(.71) $(.29) $(.29) $(.15)
Income from Discontinued
Operations - - - -
---------- ---------- ---------- ----------
NET LOSS $(.71) $(.29) $(.29) $(.15)
========== ========== ========== ==========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 6,270,719 7,574,827 6,931,264 7,744,010
========== ========== ========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CASMYN CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $(4,433,311) $ (2,178,786)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion and amortization 100,778 167,174
Minority interest in net loss of
consolidated subsidiary ( 498,663) (1,991,189)
Compensation expense from stock options 364,560 620,000
Amortization of debt issue costs 45,000 -
Other non-cash expense 58,563 190,000
(Increase) decrease in accounts receivable 367,956 ( 9,668)
Increase in inventory (1,437,776) ( 59,038)
Increase in prepaid expenses and other assets (1,077,425) ( 247,066)
Increase in accounts payable and
accrued liabilities 2,357,253 87,560
Increase in amounts due from related parties ( 8,615) (1,126,776)
---------- ----------
Net cash used in operating activiites (4,161,680) (4,547,789)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in mineral properties (6,515,231) -
Proceeds from sale of investments
in related party - 557,196
Proceed from sale of assets - 209,324
Purchase of equipment and improvements (2,732,476) ( 161,502)
Investment in affiliate (1,398,000) -
---------- ----------
Net cash provided by (used in)
investing activities (10,645,707) 605,018
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Company common stock 15,791,780 2,571,852
Issuance of Vector Venture Corp. common stock - 325,660
Repayments of long-term debt ( 98,760) ( 33,114)
Purchase of treasury shares ( 25,000) -
---------- ----------
Net cash provided by financing activities 15,668,020 2,864,398
---------- ----------
FOREIGN CURRENCY TRANSLATION ADJUSTMENT ( 326,367) 9,972
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 534,266 $(1,068,401)
========== ==========
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,938,945 1,075,876
---------- ----------
CASH EQUIVALENTS, END OF PERIOD $ 5,473,211 $ 7,475
========== ==========
</TABLE>
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of cash flows, the Company considers all short-term investments
with an original maturity of three months or less to be cash equivalents.
SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CASMYN CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments
(which are of a normal, recurring nature) necessary for a fair statement of
the results for the interim periods. The financial statements included herein
have been prepared by Casmyn Corp. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the Company
believes that the disclosures included herein are adequate to make the
information not misleading.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
consolidated financial statements filed as part of the Company's September 30,
1995 Form 10-KSB. The Form 10-KSB should be read in conjunction with this
quarterly report.
2. INVESTMENT IN RELATED PARTY
At June 30, 1996, the Company holds 425,750 shares of common stock of Auromar
Development Corporation ("Auromar"), a related party. The Company has
announced an agreement in principle to merge with Auromar.
3. RELATED PARTY TRANSACTIONS
The Company conducts business with various companies that are related through
the existence of certain common officers, directors and significant
stockholders. These related parties include: Diamond Fontein International
Limited; Auromar Development Corp.; Dahya Holdings, Inc.; and Casmyn Research
and Engineering, Ltd.. As a result of these related party transactions, cash
advances from and to the Company and other transactions, the Company had a net
amount due from related parties at June 30, 1996 of $67,066. This amount is
non-interest bearing and contains no formal repayment terms.
4. INVENTORIES
A summary of inventories follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 JUNE 30, 1996
------------------- --------------
<S> <C> <C>
Raw Materials and Supplies $ 130,803 $ 978,269
Finished Goods 181,266 771,576
------------------- --------------
$ 312,069 $ 1,749,845
=================== ==============
</TABLE>
<PAGE>
5. PROPOSED AUROMAR MERGER
On March 29, 1995, the Company announced that it had reached an agreement in
principle to effect a merger with Auromar Development Corp. Under the terms
of the agreement, as amended October 11, 1995, shareholders of Auromar would
receive one (1) share of Casmyn Corp. common stock for two and six tenths
(2.6) shares of Auromar common stock. The merger has been approved by the
shareholders of Auromar Development Corp. The agreement has been approved by
the British Columbia (Canada) Supreme Court. The Company anticipates that
this transaction will be completed in the near future.
6. ZIMBABWE ACQUISITIONS
Effective January 31, 1996, in accordance with the terms and conditions of a
formal Purchase Agreement concluded in August 1995, the Company completed the
acquisition of 100% of the shares of a group of five (5) private mining
companies controlled by the Muir Family in Zimbabwe through E.W.B. Properties
(Private) Limited ("EWB"). The total consideration for this acquisition was
$4,071,415 million plus applicable taxes which are currently estimated at
approximately $1,018,000. The acquisition includes several mining claims on
producing gold mining properties covering approximately 1,200 hectares
(approximately 2,965 acres) in the Bubi Greenstone Gold Belt of Zimbabwe.
These properties include infrastructure, mining and milling equipment.
In a separate transaction, also effective January 31, 1996, the Company
completed the acquisition of a 100% interest in the Dawn Mine property from
Olympus Gold Mines Ltd. in Zimbabwe for approximately $455,000. The Dawn Mine
is adjacent to the mines acquired in the EWB transaction.
The acquisitions were accounted for using the purchase method. The purchase
price has been allocated to mineral properties.
7. PREFERRED STOCK
On October 3, 1995, the Company converted 2,707,000 of its common shares held
directly or beneficially by the Company's President, Chief Executive Officer
and Chairman of the Board, into 2,707,000 Series A preferred shares. Each
Series A preferred share is convertible, at the holder's option, into one
share of the Company's common stock and is entitled to receive dividends equal
to that of common shares, without preference. Preferred shares are entitled
to vote with common shares with the further provision that each preferred
share will be entitled to the equivalent of five (5) common share votes.
8. INVESTMENT IN AFFILIATES
On May 24, 1996, the Company issued 606,061 commons shares in exchange for
5,680,514 common shares of WestAmerica Corporation ("WestAmerica"),
approximately a 65% interest. WestAmerica is engaged in the oil and gas
exploration and production business primarily in the states of Oklahoma and
Texas. WestAmerica also engages in the securities and investment banking
businesses through its ownership of WestAmerica Investment Group, Inc. and
its subsidiary WIC, a registered broker dealer. The Company has accounted for
the transaction using the equity method since the shares acquired are subject
to a repurchase agreement by WestAmerica and have been placed in a voting
trust controlled by an officer and director of WestAmerica. As such the
Company exercises no effective control over the operations or management of
WestAmerica, however, the Company has the ability to appoint two out of five
<PAGE>
board members. The transaction has been valued at approximately $6,970,000,
which was calculated based upon an $11.50 per common share value for the
Company's common stock. This value reflects a discount from recent similar
sized transactions to compensate for the restricted nature of the shares
issued in the transaction
On May 7, 1996, the Company entered into a 50:50 joint venture with Newgold
Incorporated, a private company based in Reno, Nevada, for the development of
the Relief Canyon Mine located in Pershing County, Nevada. The Company had
contributed $700,000 and recorded a payable of $698,000 for the remaining
interest as of June 30, 1996.
9. SUMMARY OF EQUITY TRANSACTIONS
During the nine months ended June 30, 1996, the Company has recorded the
following activity in its equity accounts:
<TABLE>
<CAPTION>
Additional
Common Common Preferred Paid-in
Description Shares Stock Stock Capital
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances September 30, 1995 8,604,637 $ 344,185 $ - $11,859,844
--------------------------------------------------
Conversion to preferred (2,707,000) ( 108,280) 270,700 ( 162,420)
Private placement 750,000 30,000 - 8,779,862
Shares issued in lieu
of interest 3,294 132 - 58,431
Deferred compensation - - - 364,560
Exercise of stock options 30,000 1,200 - 198,800
Shares issued for
acquisition of affiliate 606,061 24,243 - 6,755,459
Purchase of treasury stock ( 1,500) - - -
Foreign currency translation
adjustment - - - -
Net loss - - - -
- -----------------------------------------------------------------------------
Balances at June 30, 1996
(unaudited) 7,285,492 $ 291,480 $ 270,700 $27,854,536
=============================================================================
<CAPTION>
Foreign Total
Currency Stockholders'
Accumulated Translation Treasury Equity
Description Deficit Adjustment Stock (Deficiency)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances September 30,1995 $(4,067,783) $ 7,350 $ - $ 8,143,596
----------------------------------------------------
Conversion to preferred - - - -
Private placement - - - 8,809,862
Shares issued in lieu
of interest - - - 58,563
Deferred compensation - - - 364,560
Exercise of stock options - - - 200,000
Shares issued for acquisition
of affiliate - - - 6,779,702
Purchase of treasury stock - - (25,000) ( 25,000)
Foreign currency translation
adjustment - (326,367) - ( 326,367)
Net loss (4,333,311) - - (4,333,311)
---------------------------------------------------
Balances at June 30,
1996 (unaudited) $(8,501,094) $(319,017) $(25,000) $19,571,605
===================================================
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1996 COMPARED TO THE NINE MONTHS ENDED JUNE 30,
1995
Revenues for the nine months ended June 30, 1996, were $1,065,538 compared to
$375,270 for the nine months ended June 30, 1995. The $690,268 increase was
due to an increase of $317,512 in sales of water purification systems and
$372,756 from the sale of gold produced in Zimbabwe. Overall gross profit for
the nine months ended June 30, 1996 was 29% compared to 28% for the nine
months ended June 30, 1995. Gross profit on water purification equipment
sales was 32% for the nine month period ended June 30, 1996 compared to a loss
in the same period ended June 30, 1995 due to lower freight charges and lower
component costs. Gross profit on gold sales was 23.4% for the nine months
ended June 30, 1996, there were no gold sales in the nine month period ended
June 30, 1995.
Costs and expenses were $5,448,216 for the nine months ended June 30, 1996,
compared to $4,383,570 for the nine months ended June 30, 1995, an increase of
$1,064,646. Compensation and benefits increased $394,757 for the nine month
period ended June 30, 1996 compared to the nine month period ended June 30,
1995 due primarily to the Company recording $364,560 in compensation expense
related to the granting of 246,000 non-qualified stock options and increased
staff levels in the nine month period ended June 30, 1996 compared to the
period ended June 30, 1995. Expenses related to professional services,
primarily audit and legal increased by $341,556 in the nine month period ended
June 30, 1996 compared to the nine month period ended June 30, 1995. Travel
related expenses increased $261,781 in the nine month period ended June 30,
1996 compared to the nine month period ended June 30, 1995 due to increased
trips to Africa, India and Vietnam related to the Company's operations in
those countries. Mineral exploration expense and depreciation decreased a
total of $321,826 in the nine month period ended June 30, 1996 compared to the
nine months ended June 30, 1995 due to start up of limited gold production at
the Zimbabwe mines. This decrease was offset by a increase in research and
development related expenses of $53,345. Other general and administrative
costs increased $335,033 for the nine months ended June 30, 1996 compared to
1995 due primarily to higher costs related to business activities in Vietnam,
increased costs related to the U.S. rollout of water purification products and
expenses incurred at the Zimbabwe mining properties.
Other income, exclusive of minority interest, was $207,436 for the nine month
period ended June 30, 1996, compared to $76,091 for the nine months ended June
30, 1995, an increase of $131,345. This increase was due primarily to
interest income earned on short term investments made by the Company offset by
interest expense. Minority interest in the net loss of VETI decreased by
$1,492,526 for the nine months ended June 30, 1996 due to a limitation on the
amount of loss which could be absorbed by the minority shareholders.
The Company anticipates that expenditures related to upgrading the newly
acquired mining properties in Zimbabwe will exceed revenues derived from the
sale of gold from the mines. The Company is in the process of preparing a
capital improvement budget for the Zimbabwe properties. Additionally, the
Company anticipates that expense levels experienced in the nine months ended
June 30, 1996 relating to active exploration programs in in various countries
will continue for the foreseeable future. The Company charges to expense all
mineral resource exploration and development costs until the mineral property
to which they relate is determined to have proven reserves for which recovery
is economically feasible. Costs are then capitalized until the mineral
property to which they relate is placed into production, sold, abandoned or
written down where there is an impairment in value. Capitalized costs are to
be charged to future operations on a unit-of-production basis. The Company
estimates that total gold resources at the Turk Mines are 5,000,000 ounces.
Independent engineering studies are currently underway which may cause this
estimate to change. The gold occurs in sulfides, oxides and old mill
tailings.
<PAGE>
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1995
Revenues for the three months ended June 30, 1996 were $405,881 compared to
$44,908 for the three months ended June 30, 1995. The $360,973 increase is
due primarily to the sale of gold produced at the Zimbabwe mine of $267,378
and an increase in sales of water purification equipment
Costs and expenses were $2,141,780 for the three months ended June 30, 1996
compared to $1,945,825 for the three months ended June 30, 1995, an increase
of $195,955. Compensation and benefits increased $114,493 for the three month
period ended June 30, 1996 compared to the three month period ended June 30,
1995 due primarily to $121,520 in compensation expense related to certain
non-qualified stock options. Expenses related to professional services,
primarily legal, audit and marketing increased by $121,339 in the three month
period ended June 30, 1996 compared to the three month period ended June 30,
1995. Provision for impairment of foreign investments was $150,000 for the
three months ended June 30,1996, there was no provsion in the three month
period ended June 30, 1995. Depreciation and research and development expense
increased marginally in the three months ended June 30, 1996 compared to the
prior year three month period. These increases were partially offset by a
decrease in mineral exploration expenses of $184,795 due to commencment of
mining operations at the Zimbabwe mining properties.
Minority interest in the net loss of VETI decreased by $875,600 for the three
months ended June 30, 1996 due to a limitation on the amount of losses that
could be absorbed by the minority shareholders. Other income, exclusive of
minority interest, was $47,945 for the three month period ended June 30, 1996,
compared to $755 for the three months ended June 30, 1995, an increase of
$47,190. This increase is due to increased interest income on investments.
CAPITAL RESOURCES AND LIQUIDITY
At June 30, 1996, the Company's working capital was $4,516,863, including
$5,473,211 in cash and cash equivalents. The Company's mineral resource
development business segment has acquired certain mineral properties in South
Africa and on January 31, 1996 concluded the acquisition of certain mining
properties and assets in Zimbabwe for $4,526,415 cash plus applicable taxes of
$1,017,854 to be paid upon assessment subject to certain adjustments. In
addition, the water purification business segment has begun sales and
marketing programs in North America and in various third world countries.
Management anticipates that the net use of cash by operations will increase
during the foreseeable future due to expenditures on mineral resource
development projects in South Africa, mineral exploration and facility
upgrades at the Zimbabwe mining properties and development of various markets
for VETI's water purification technologies. The Company will use current cash
and cash equivalents to fund the on-going projects in the short term and
anticipates that it will be able to secure additional debt and/or equity
financing, to fund longer term projects. As evidence of the Company's ability
to secure debt and/or equity financing in the six month period ended March 31,
1996 the Company has received $8,815,555, net of commissions and other
expenses related to the transaction, through issuance of 750,000 shares of
restricted common stock in an exempt private transaction.
<PAGE>
Net Cash Used in Operating Activities. Net cash used in operating activities
was $4,161,707 for the nine months ended June 30, 1996 compared to $4,547,789
for the nine months ended June 30, 1995. The decrease in net cash used in
operations was due principally to a decrease in minority interest in the net
loss of VETI of $1,492,526 offset by increases in the net loss because of
active exploration programs conducted on mineral properties in fiscal 1996 and
expenses related to sales of water purification systems.
Net Cash Used in Investing Activities. Net cash used in investing activities
was $10,645,680 for the nine months ended June 30, 1996 compared to net cash
provided by investing activities of $605,018 for the nine months ended June
30, 1995. The increase in net cash used in investing activities was due to
the purchase of certain mineral properties and assets in Zimbabwe, and
purchases of equipment and improvements, primarily related to a water bottling
plant under construction in Vietnam.
Net Cash Provided by Financing Activities. Net cash provided by financing
activities was $15,668,020 for the nine months ended June 30, 1996 compared to
$2,864,398 for the nine months ended June 30, 1995. The increase is due to
the Company receiving $15,791,780 from the collection of funds, net of costs,
from private placements of common stock of the Company and VETI, offset by the
repayment of long-term debt of $98,760 and the purchase of treasury stock of
$25,000.
The Company is organized with a relatively small, highly trained staff and
anticipates that the overall staff level will remain low in the foreseeable
future because the majority of mineral resource exploration and development
activities are performed by independent contractors on a project by project
basis. In addition, the Company employs approximately 300 people in its
mining facilities in Zimabawe. The Company believes that these arrangements
will not require a significant investment by the Company in either personnel
or facilities.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
None
B. Forms 8-K
1. The Company filed an 8-K on April 3, 1996, reporting that on March
29, 1996, through an offshore securities subscription agreement executed in
reliance upon the "safe harbor" afforded by Regulation S as promulgated by the
Securities and Exchange Commission, under the Securities Act of 1933, as
amended, that it completed the sale 750,000 units for net proceeds of
$8,892,090 to twelve (12) accredited foreign investors. Each unit consists of
one share of the Company's common stock plus one warrant; two warrants plus
$13.00 will entitle the holder to purchase one share of the Company's common
stock.
2. The Company filed an 8-K on May 30, 1996 (amended July 18, 1996 to
provide financial statements of WestAmerica and pro forma financial
information), reporting that on May 24, 1996, it acquired 5,680,514 shares of
restricted common stock of WestAmerica Corporation ("WestAmerica") for 606,061
shares of its restricted common stock. The transaction results in the Company
holding approximately 65% of the outstanding common stock of WestAmerica. The
Company has delivered an irrevocable proxy to a director of WestAmerica to
vote these restricted shares, as a result the Company has not obtained voting
control of WestAmerica howeverthe Company will account for the transaction
using the equity method.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Casmyn Corp.
/s/ Dennis E. Welling
September 24, 1996 By _____________________________
Dennis E. Welling, Controller
