SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Casmyn Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
1476191002
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1997
(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 [ ].
(continued on following pages)
<PAGE> 2 of 6 Pages
CUSIP No. 1476191002 Schedule 13D
1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of
Above Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
1,498,129 (See Item 5)
8) Shared Voting Power
0
9) Sole Dispositive Power
1,498,129 (See Item 5)
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,498,129 (See Item 5)
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
9.9% (See Item 5)
14) Type of Reporting Person
CO
<PAGE> 3 of 6 Pages
SCHEDULE 13D
SECTION 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $.04 par value
("Common Stock"), of Casmyn Corp., a Colorado corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at 1335 Greg Street, Unit 104, Sparks, Nevada 89431.
SECTION 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Global Capital Management,
Inc., a Delaware corporation ("Global"). Global manages private
investment vehicles. Global is the general partner of Global Bermuda
Limited Partnership, a Bermuda limited partnership, and Merced
Partners, L.P., a Delaware partnership (collectively, the
"Partnerships"). Global is also the investment manager of Lakeshore
International, Ltd., a Bermuda limited liability company (the
"Offshore Fund"; the Partnerships and the Offshore Fund are referred
to collectively herein as the "Investors"). The directors and
executive officers of Global are Richard J. Emmerich, John D.
Brandenborg, and Michael J. Frey (the "Directors"), who are
principally employed, respectively, as President and Chief Executive
Officer, Vice President and Treasurer, and Vice President and
Secretary of Global. All of the Directors are U.S. citizens.
The principal office of Global is located at 601 Carlson Parkway,
Suite 200, Minnetonka, Minnesota 55305, which is also the business
address of Messrs. Emmerich, Frey and Brandenborg.
During the last five years, neither Global nor any of the
Directors has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting it or him 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.
SECTION 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 14, 1997, the Investors acquired an aggregate of 120,000
shares of the First Convertible Preferred Stock of the Issuer
(together with subsequently accumulated stock dividends, the
"Preferred Stock") for an aggregate price of $3,000,000, which the
Investors paid out of their working capital.
<PAGE> 4 of 6 Pages
SECTION 4. PURPOSE OF TRANSACTION.
The Investors acquired the Preferred Stock referred to in Item 3
for investment purposes.
Neither Global nor the Directors have any plans or proposals
which relate to or would result in transactions of the kind described
in paragraphs (a) through (j) of Item 4 of Schedule 13D, except that
Global may from time to time cause the Investors to acquire Common
Stock for investment purposes by converting shares of the Preferred
Stock or otherwise, and may from time to time sell shares of Common
Stock long or short in the market or in negotiated transactions.
SECTION 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Specified percentages (commencing at 10% of a holder's
shares and increasing by an additional 10% each month
beginning August 14, 1997) of the Preferred Stock may be
converted into the number of shares of Common Stock
determined by dividing (i) $25 multiplied by the number of
shares of the Preferred Stock being converted, plus accrued
and unpaid dividends on such shares, by (ii) a conversion
price equal to the lowest trading price of Common Stock
during a "lookback period" reduced by a specified percentage
(increasing in monthly increments from 8.5% in August 1997
to 39% in September 1998). After September 1998, the
conversion price shall be the lesser of (x) 61% of the
average closing price of Common Stock during September 1998
or (y) the conversion price set forth in the immediately
preceding sentence. The Preferred Stock also carries an 8%
dividend to be paid in additional shares of the Preferred
Stock. Consequently, the number of shares of Common Stock
into which the Preferred Stock may be converted is not fixed
until the time of conversion.
Notwithstanding the foregoing, pursuant to an agreement
with the Issuer, the Investors cannot convert the Preferred
Stock into Common Stock to the extent that, after giving
effect to the conversion, the Investors would beneficially own
10% or more of the outstanding Common Stock. In view of that
limitation, Global disclaims beneficial ownership of 10% or
more of the outstanding Common Stock.
As of December 4, 1997, Global was the beneficial owner of
794,533 shares of Common Stock (by reason of the Investors'
right to convert the Preferred Stock for that number of
shares of Common Stock within 60 days after that date).
Based upon the Issuer's Form 10-Q/A for the quarter ended
June 30, 1997, the Issuer had 13,483,167 shares of Common
Stock outstanding as of August 1, 1997. Based upon that
number of shares and treating as also outstanding the
794,533 shares of Common Stock into which the Investors'
Preferred Stock will be convertible, Global would be deemed
to be the beneficial owner of 5.6% of the Issuer's outstanding
Common Stock.
As of the date hereof, Global was the beneficial owner
of no more than 1,498,129 shares of Common Stock (by
reason of the Investors' right to convert the Preferred
Stock for up to that number of shares of Common Stock
within 60 days after that date) due to the 10% limitation
described above. Based upon the Issuer's Form 10-Q/A for
the quarter ended June 30, 1997, the Issuer had 13,483,167
shares of Common Stock outstanding as of August 1, 1997.
Based upon that number of shares and treating as also
outstanding the 1,498,129 shares of Common Stock into which
the Investors' Preferred Stock will be convertible, Global
would be deemed to be the beneficial owner of 9.9% of the
Issuer's outstanding Common Stock.
<PAGE> 5 of 6 Pages
(b) Global would have the sole power to vote and to dispose of
any shares of Common Stock issued upon conversion of the
Preferred Stock.
(c) No transactions in Common Stock were effected by the
Investors during the sixty (60) days prior to December 4,
1997 or the date hereof.
(d) No person other than the Investors would have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of Common
Stock issued upon conversion of the Preferred Stock.
(e) Not applicable.
SECTION 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
herein with respect to securities of the Issuer (other than contracts,
arrangements, understandings and relationships generally applicable to
portfolio securities of the Investors, such as the partnership
agreements of the Partnerships and the investment management agreement
between Global and the Offshore Fund). There are no contracts,
arrangements, understandings or relationships between such persons and
any other person with respect to any securities of the Issuer, except
for agreements entered into between the Investors and the Issuer in
connection with the Investors' acquisition of the Preferred Stock.
SECTION 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
<PAGE> 6 of 6 Pages
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.
Date: December 19, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
Name: John D. Brandenborg
Title: Vice-President
