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<SEC-DOCUMENT>0000950136-08-000757.txt : 20080215
<SEC-HEADER>0000950136-08-000757.hdr.sgml : 20080215
<ACCEPTANCE-DATETIME>20080215172051
ACCESSION NUMBER:		0000950136-08-000757
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20080215
DATE AS OF CHANGE:		20080215
GROUP MEMBERS:		CNF INVESTMENTS II, LLC
GROUP MEMBERS:		CNF INVESTMENTS LLC

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLANAGAN ROBERT J
		CENTRAL INDEX KEY:			0001251512

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		6480 DOBBIN RD.
		CITY:			COLUMBIA
		STATE:			MD
		ZIP:			21045

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Castle Brands Inc
		CENTRAL INDEX KEY:			0001311538
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-82363
		FILM NUMBER:		08623751

	BUSINESS ADDRESS:	
		STREET 1:		570 LEXINGTON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	MAIL ADDRESS:	
		STREET 1:		570 LEXINGTON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>file1.htm
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13G
<TEXT>


<TITLE>
</TITLE>


<DIV STYLE=""></DIV><PRE><BR>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934*


                            CASTLE BRANDS INC. (ROX)
                            ------------------------
                                (Name of Issuer)


                                  COMMON STOCK
                                  ------------
                         (Title of Class of Securities)

                                    148435100
                                    ---------
                                 (CUSIP Number)


                                December 31, 2007
             (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)

     [ ]  Rule 13d-1(c)

     [X]  Rule 13d-1(d)

* 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 in 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).

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

CUSIP No. 148435100
- --------------------------------------------------------------------------------
1.  NAME OF REPORTING PERSON.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

                               CNF INVESTMENTS LLC
                    I.R.S. Identification Number: 52-2214279
- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

         (a) [ ]
         (b) [ ]
- --------------------------------------------------------------------------------
3.  SEC USE ONLY
- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                                    MARYLAND
- --------------------------------------------------------------------------------
                     5.  SOLE VOTING POWER

                                                                     650,787*
                   -------------------------------------------------------------
NUMBER OF            6.  SHARED VOTING POWER
SHARES
BENEFICIALLY                                                            0
OWNED BY EACH      -------------------------------------------------------------
REPORTING            7.  SOLE DISPOSITIVE POWER
PERSON WITH:
                                                                     650,787*
                   -------------------------------------------------------------
                     8.  SHARED DISPOSITIVE POWER

                                                                        0
- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    920,919**
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)                                                 [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                      5.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO
- --------------------------------------------------------------------------------
* Includes 12,500 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days of February 14, 2007. Mr. Robert J. Flanagan, who is
a manager of CNF Investments LLC and a director of the Issuer, exercises voting
and investment control of these securities. Mr. Flanagan disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest.

** Includes 33,125 shares of Common Stock issuable to Mr. Flanagan upon the
exercise of options exercisable within 60 days of February 15, 2008. Also
includes 2,500 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days of February 14, 2008 that are held by the Flanagan
Family Limited Partnership, an entity of which Mr. Flanagan is the general
partner. Mr. Flanagan disclaims beneficial interest except to the extent of his
pecuniary interest. Also includes 167,505 shares of Common Stock held by CNF
Investments II, LLC and 67,002 shares of Common Stock issuable upon exercise of
warrants held by CNF Investments II, LLC that are exercisable within 60 days of
February 14, 2008. Mr. Flanagan is a manager of CNF Investments II, LLC. Mr.
Flanagan disclaims his beneficial ownership of these shares except to the extent
of his pecuniary interest.

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

CUSIP No. 148435100
- --------------------------------------------------------------------------------
1.  NAME OF REPORTING PERSON.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

                             CNF INVESTMENTS II, LLC
                    I.R.S. Identification Number: 20-4496786
- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

         (a) [ ]
         (b) [ ]
- --------------------------------------------------------------------------------
3.  SEC USE ONLY
- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                                    MARYLAND
- --------------------------------------------------------------------------------
                     5.  SOLE VOTING POWER

                                                                     234,507*
                   -------------------------------------------------------------
NUMBER OF            6.  SHARED VOTING POWER
SHARES
BENEFICIALLY                                                            0
OWNED BY EACH      -------------------------------------------------------------
REPORTING            7.  SOLE DISPOSITIVE POWER
PERSON WITH:
                                                                     234,507*
                   -------------------------------------------------------------
                     8.  SHARED DISPOSITIVE POWER

                                                                        0
- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    920,919**
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)                                                 [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                      5.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO
- --------------------------------------------------------------------------------
* Includes 67,002 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days of February 14, 2008. Mr. Robert J. Flanagan, who is
a manager of CNF Investments II, LLC and a director of the Issuer, exercises
voting and investment control of these securities. Mr. Flanagan disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest.

** Includes 33,125 shares of Common Stock issuable to Mr. Flanagan upon the
exercise of options exercisable within 60 days of February 15, 2008. Also
includes 2,500 shares of Common Stock issuable upon exercise of warrants
exercisable within 60 days of February 14, 2008 that are held by the Flanagan
Family Limited Partnership, an entity of which Mr. Flanagan is the general
partner. Mr. Flanagan disclaims beneficial interest except to the extent of his
pecuniary interest. Also includes 638,287 shares of Common Stock held by CNF
Investments LLC and 12,500 shares of Common Stock issuable upon exercise of
warrants held by CNF Investments LLC that are exercisable within 60 days of
February 14, 2008. Mr. Flanagan is a manager of CNF Investments LLC. Mr.
Flanagan disclaims beneficial ownership of these shares except to the extent of
his pecuniary interest.

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


CUSIP No. 148435100
- --------------------------------------------------------------------------------
1.  NAME OF REPORTING PERSON.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

                               ROBERT J. FLANAGAN
- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
        (a) [ ]
        (b) [ ]
- --------------------------------------------------------------------------------
3.  SEC USE ONLY
- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                                  UNITED STATES
- --------------------------------------------------------------------------------
                     5.  SOLE VOTING POWER

                                                                     920,919*
                   -------------------------------------------------------------
NUMBER OF            6.  SHARED VOTING POWER
SHARES
BENEFICIALLY                                                            0
OWNED BY EACH      -------------------------------------------------------------
REPORTING            7.  SOLE DISPOSITIVE POWER
PERSON WITH:
                                                                     920,919*
                   -------------------------------------------------------------
                     8.  SHARED DISPOSITIVE POWER

                                                                        0
- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    920,919*
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)                                                 [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                      5.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                                       IN
- --------------------------------------------------------------------------------
* Includes 33,125 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of February 14, 2008. Also includes 2,500 shares of
Common Stock issuable upon exercise of warrants exercisable within 60 days of
February 14, 2008 that are held by the Flanagan Family Limited Partnership, an
entity of which Mr. Flanagan is the general partner. Mr. Flanagan disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest. Also includes 638,287 shares of Common Stock held by CNF Investments
LLC, 167,505 shares held by CNF Investments II, LLC, 12,500 shares of Common
Stock issuable upon exercise of warrants held by CNF Investments LLC that are
exercisable within 60 days of February 14, 2008 and 67,002 shares of Common
Stock issuable upon the exercise of warrants held by CNF Investments II, LLC
that are exercisable within 60 days of February 14, 2008. Mr. Flanagan is a
manager of CNF Investments LLC. Mr. Flanagan disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest.

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


     This Schedule 13G, relating to the common stock, par value $0.01 per share
(the "Common Stock"), issued by Castle Brands Inc., a Delaware corporation (the
"Issuer"), is being filed by and on behalf of CNF Investments LLC and Robert J.
Flanagan, a director of the Issuer. Mr. Flanagan is also a manager of CNF
Investments LLC and exercises voting and investment control of the securities of
the Issuer held by CNF Investments LLC.


ITEM 1(A).  NAME OF ISSUER:

            Castle Brands Inc.

ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            570 Lexington Avenue, 29th Floor
            New York, New York 10022

ITEM 2(A).  NAME OF PERSON FILING:

            CNF Investments LLC
            Robert J. Flanagan

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            CNF Investments
            c/o Clark Enterprises, Inc.
            7500 Old Georgetown Road, 15th Floor
            Bethesda Maryland, 20814

            CNF Investments II, LLC
            c/o Clark Enterprises, Inc.
            7500 Old Georgetown Road, 15th Floor
            Bethesda Maryland, 20814

            Robert J. Flanagan
            c/o Clark Enterprises, Inc.
            7500 Old Georgetown Road, 15th Floor
            Bethesda Maryland, 20814

ITEM 2(C).  CITIZENSHIP:

            CNF Investments is a Maryland limited liability company.
            CNF II is a Marlyland limited liability company.
            Robert J. Flanagan is a citizen of the United States.

ITEM 2(D).  TITLE OF CLASS OF SECURITIES:

            Common Stock, par value $0.01

ITEM 2(E).  CUSIP NUMBER:

            148435100

ITEM 3.     IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR
            240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

            (a) [ ]  Broker or dealer registered under Section 15 of the
                     Exchange Act.

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

           (b) [ ]  Bank as defined in Section 3(a)(6) of the Exchange Act.
           (c) [ ]  Insurance company as defined in Section 3(a)(19) of the
                    Exchange Act.
           (d) [ ]  Investment company as defined in Section 8 of the
                    Investment Company Act.
           (e) [ ]  An investment adviser in accordance with
                    ss.240.13d-1(b)(1)(ii)(E).
           (f) [ ]  An employee benefit plan or endowment fund in accordance
                    with ss.240.13d-1(b)(1)(ii)(F).
           (g) [ ]  A parent holding company or control person in accordance
                    with ss.240.13d-1(b)(1)(ii)(G).
           (h) [ ]  A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act.
           (i) [ ]  A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the Investment
                    Company Act.
           (j) [ ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

           Not Applicable.

ITEM 4.    OWNERSHIP:

(A)  AMOUNT BENEFICIALLY OWNED:

           CNF Investments LLC                                        650,787
           CNF Investments II, LLC                                    234,507
           Robert J. Flanagan                                         920,919

(B)  PERCENT OF CLASS:

           CNF Investments LLC                                         4.2%
           CNF Investments II, LLC                                     1.5%
           Robert J. Flanagan                                          5.9%

(C)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS

     (i)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

           CNF Investments LLC                                        650,787
           CNF Investments II, LLC                                    234,507
           Robert J. Flanagan                                         918,744

     (ii)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

           CNF Investments LLC                                           0
           CNF Investments II, LLC                                       0
           Robert J. Flanagan                                            0

     (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF :

           CNF Investments LLC                                        650,787
           CNF Investments II, LLC                                    234,507
           Robert J. Flanagan                                         920,919

     (iv)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

           CNF Investments LLC                                           0
           CNF Investments II, LLC                                       0
           Robert J. Flanagan                                            0

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR 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 a class of securities, check the following [_].

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

           Not Applicable.

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

           Not Applicable.

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

           Not Applicable.

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP.

           Not Applicable.

ITEM 10.   CERTIFICATION.

           Not Applicable.

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


                                    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.


Dated: February 14, 2008
                                             CNF INVESTMENTS LLC


                                             By: /s/ Robert J. Flanagan
                                                 ----------------------
                                             Name: Robert J. Flanagan
                                             Title: Manager



Dated: February 14, 2008
                                             CNF INVESTMENTS II, LLC


                                             By: /s/ Robert J. Flanagan
                                                 ----------------------
                                             Name: Robert J. Flanagan
                                             Title: Manager



Dated: February 14, 2008

                                             /s/ Robert J. Flanagan
                                             ----------------------
                                             Robert J. Flanagan



</PRE>




</TEXT>
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<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>file2.htm
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
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<DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

CUSIP No. 148435100                                                EXHIBIT NO. 1




                             JOINT FILING AGREEMENT

     CNF Investments LLC, a Maryland limited liability company, CNF Investments
II, LLC, a Maryland limited liability company, and Robert J. Flanagan, each
hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, that the Schedule 13G filed herewith, and any amendments thereto,
relating to the shares of common stock, par value $0.01 of Castle Brands Inc. is
and will be jointly filed on behalf of each such person and further agrees that
this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned hereby execute this Agreement as of the date
set forth below.

Dated: February 14, 2008


                                               CNF INVESTMENTS LLC

                                               By: /s/ Robert J. Flanagan
                                                   -----------------------------
                                                   Name: Robert J. Flanagan
                                                   Title: Manager


                                               CNF INVESTMENTS II, LLC

                                               By: /s/ Robert J. Flanagan
                                                   -----------------------------
                                                   Name: Robert J. Flanagan
                                                   Title: Manager


                                                   /s/ Robert J. Flanagan
                                                   -----------------------------
                                                   Robert J. Flanagan






</PRE>
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