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UNITED STATES
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)
MR. DIVO MILAN
C/O ARIES VENTURES INC.
28720 CANWOOD STREET, SUITE 207
AGOURA HILLS, CALIFORNIA 91301
(818) 879-6501
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
APRIL 11, 2000
(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 .
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
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
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).
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CUSIP No. 1476191002 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Divo Milan (1)
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Mexico
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Number of Shares (7) Sole Voting Power
Beneficially Owned 236,002 shares (2)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None.
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(9) Sole Dispositive Power
236,002 shares (2)
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(10) Shared Dispositive Power
None.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
236,002 shares (2)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
6.3% (3)
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1. All of these shares are held of record by Karpnale Investment PTE Ltd.
("Karpnale"), an irrevocable trust established by Mr. Milan for the benefit
of his minor children. Mr. Milan does not have investment or voting power
with respect to such shares and, accordingly, Mr. Milan disclaims any
beneficial interest in such shares.
2. The share amounts listed above include immediately exercisable warrants
to purchase 118,001 shares of Issuer's Common Stock held of record by
Karpnale, and take into account the Conversion and the Reverse Split (as
defined in Item 4 below) as contemplated in the Plan of Reorganization (as
defined in Item 3 below). Pursuant to the Plan of Reorganization, warrants
were issued to all holders of Issuer's Common Stock, on a one-for-one basis
after giving effect to the Conversion and the Reverse Split.
3. The percentage calculation listed above assumes exercise of all warrants
held of record by Karpnale (but not the exercise of warrants held by others)
pursuant to applicable Commission Rules.
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CUSIP No. 1476191002 13D Page 3 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Karpnale Investment PTE Ltd. (1)
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Singapore
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Number of Shares (7) Sole Voting Power
Beneficially Owned 236,002 shares (2)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None.
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(9) Sole Dispositive Power
236,002 shares (2)
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(10) Shared Dispositive Power
None.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
236,002 shares (2)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.3% (3)
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1. All of these shares are held of record by Karpnale Investment PTE Ltd.,
an irrevocable trust established by Mr. Milan for the benefit
of his minor children.
2. The share amounts listed above include immediately exercisable warrants
to purchase 118,001 shares of Issuer's Common Stock beneficially held by
Karpnale Investment PTE Ltd., and take into account the Conversion and the
Reverse Split (as defined in Item 4 below) as contemplated in the Plan of
Reorganization (as defined in Item 3 below). Pursuant to the Plan of
Reorganization, warrants were issued to all holders of Issuer's Common Stock,
on a one-for-one basis after giving effect to the Conversion and the Reverse
Split.
3. The percentage calculation listed above assumes exercise of all warrants
benefically held by Karpnale Investment PTE Ltd. (but not the exercise of
warrants held by others) pursuant to applicable Commission Rules.
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Item 1. SECURITY AND ISSUER.
Common Stock
Casmyn Corp.
28720 Canwood Street, Suite 207
Agoura Hills, CA 91301
ITEM 2. IDENTITY AND BACKGROUND.
(a) through (f). This statement is being filed by Divo Milan and
Karpnale Investment PTE Ltd ("Karpnale"). Mr. Milan is Chief Executive
Officer of Investigacion Estrategica, a merchant banker located in Mexico
City, Mexico, and a Director of the Issuer. Karpnale is a personal holding
company organized under the laws of Singapore and established by Mr. Milan for
his benefit and the benefit of his spouse and his minor children.
The principal place of business for Mr. Milan is Tlaxala 181, Col.
H. Condesa, D.F. Mexico 06100.
The principal place of business for Karpnale is 3 Raffles Place,
#09-01, Bharat Building, Singapore 48617.
During the past five years, neither Mr. Milan nor Karpnale has been
convicted in any criminal proceedings or been subject to any judgment, decree
or final order enjoining any future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation of such laws in a civil proceeding of a judicial or
administrative body.
Mr. Milan is a citizen of Mexico. Karpnale is a personal holding
company organized under the laws of Singapore.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired pursuant to the terms of a Second Amended
Plan of Reorganization (the "Plan of Reorganization") effective April 11, 2000
(the "Effective Date") with respect to Issuer's prior filing under chapter 11 of
the United States Bankruptcy Code. The Plan of Reorganization was approved by
order of the United States Bankruptcy Court, Central District of California, San
Fernando Valley Division, filed and entered on March 31, 2000.
No part of the purchase price for the securities was or will be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
For purposes hereof, each of the Reporting Persons beneficially owned,
or could be deemed to have beneficially owned, shares of the Issuer's preferred
stock ("Preferred Stock") and/or shares of its common stock ("Common Stock")
prior to the Effective Date of the Plan of Reorganization. Pursuant to the terms
of the Plan of Reorganization, each share of the Issuer's Preferred Stock
outstanding immediately prior to the Effective Date was converted on the
Effective Date into 5.27 shares of the Issuer's Common Stock (the "Conversion").
In addition, pursuant to the Plan of Reorganization, on the Effective Date, a 1
for 500 reverse split of Issuer's Common Stock occurred (the "Reverse Split").
The shares of Common Stock set forth in Items 7, 9 and 11, and the percentages
set forth in Item 13, of the cover pages to this Schedule 13D reflect the
Conversion and the Reverse Split.
Pursuant to the Plan of Reorganization, among other things, (i) Mr.
Milan, Mr. Mark S. Zucker and Mr. Selwyn Kossuth were appointed Directors of
Issuer; (ii) the Issuer's capital structure was revised to authorize two classes
of stock, "Common Stock" and "Preferred Stock", comprised of 50,000,000 shares
of Common Stock, par value $0.01, and 10,000,000 shares of Preferred Stock, par
value $0.01; (iii) the Board of Directors of Issuer was authorized to amend its
Bylaws and Articles of Incorporation to, among other things, prevent unfair
attempts to take over Issuer, such as provisions for the issuance of preferred
warrants or similar securities; (iv) the Issuer was authorized to spin-out its
wholly-owned subsidiary, Goldco Ltd., a Nevada corporation, to Issuer's
shareholders; (v) the Issuer was authorized to reincorporate in another
jurisdiction (the Issuer has reincorporated from Colorado to Nevada); and (vi)
the Issuer was
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SCHEDULE 13D
authorized to change its name (which has been changed to Aries Ventures Inc.).
As contemplated under the Plan of Reorganization, Goldco Ltd. holds or will hold
all the Issuer's gold mining operations in Zimbabwe through a wholly-owned
subsidiary, Casmyn Mining Zimbabwe (Private) Ltd.
The Reporting Persons have no current plans to acquire any additional
securities of the Issuer, except as contemplated in the Plan of Reorganization
or pursuant to the Management Incentive Stock Option Plan described above. The
Reporting Persons will evaluate the Issuer's business and prospects, and based
upon future developments (including, without limitation, performance of the
Issuer's shares in the market, availability of funds, alternative uses of funds
and stock market and general economic conditions), the Reporting Persons (or
other entities that might be affiliated with him) may, from time to time,
purchase the Issuer's shares of Common Stock and may, from time to time, dispose
of all or a portion of such shares held by such persons, or cease buying or
selling such shares. Any additional purchases or sales of the Issuer's shares of
Common Stock may be in the open market or pursuant to privately-negotiated
transactions or otherwise.
Except as otherwise described in this Item 4, the Reporting Persons
have not formulated any plans or proposals which relate to or would result in
any matter required to be disclosed in response to parts (a) through (j) of Item
4.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) As of the Effective Date (April 11, 2000), Mr.
Milan could be deemed to have beneficially
owned 236,002 shares of the Issuer's outstanding
Common Stock, which constitutes 6.3%
of the Issuer's outstanding Common Stock. These
amounts include immediately exercisable
warrants to purchase 118,001 shares of Common
Stock which could be deemed to be
beneficially held by Mr. Milan. As of the
Effective Date (April 11, 2000), Karpnale
beneficially owned 236,002 shares of the
Issuer's outstanding Common Stock, which
constitutes 6.3% of the Issuer's outstanding
Common Stock. These amounts include
immediately exercisable warrants to purchase
118,001 shares of Common Stock beneficially
held by Karpnale.
(b) Mr. Milan could be deemed to have the power to
vote or direct the vote of, and to dispose
or direct the disposition of, all 236,002 shares
of Common Stock which could be deemed
to be beneficially owned by him. Karpnale has
the power to vote or direct the vote of, and
to dispose or direct the disposition of, all
236,002 shares of Common Stock which could be
deemed to be beneficially held by Karpnale.
(c) All of the securities reported on in this Schedule
13D were acquired pursuant to or as contemplated in
the Plan of Reorganization.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of my or its knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: May 30, 2000
/s/ Divo Milan
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Divo Milan
KARPNALE INVESTMENT PTE, LTD.
By:/s/ Terry Marr /s/ Simone Saunders
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Title: Directors
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SCHEDULE 13D
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with
respect to the Common Stock of Casmyn Corp., dated May 30, 2000, is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
Dated: May 30, 2000
/s/ Divo Milan
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Divo Milan
KARPNALE INVESTMENT PTE, LTD.
By: /s/ Terry Marr /s/ Simone Saunders
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Title: Directors
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