0001303681-11-000136.txt : 20110706
0001303681-11-000136.hdr.sgml : 20110706
20110706115739
ACCESSION NUMBER: 0001303681-11-000136
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20110706
DATE AS OF CHANGE: 20110706
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Castmor Resources Ltd
CENTRAL INDEX KEY: 0001411179
STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000]
IRS NUMBER: 980471928
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-85672
FILM NUMBER: 11952249
BUSINESS ADDRESS:
STREET 1: 427 PRINCESS STREET
STREET 2: SUITE 406
CITY: KINGSTON
STATE: A6
ZIP: K7L 5S9
BUSINESS PHONE: 613-617-5107
MAIL ADDRESS:
STREET 1: 427 PRINCESS STREET
STREET 2: SUITE 406
CITY: KINGSTON
STATE: A6
ZIP: K7L 5S9
FORMER COMPANY:
FORMER CONFORMED NAME: Castmor Resources LTD
DATE OF NAME CHANGE: 20070830
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Ophion Management Ltd.
CENTRAL INDEX KEY: 0001498588
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 157 ADELAIDE STREET
STREET 2: SUITE 338
CITY: TORONTO
STATE: A6
ZIP: M5H 4E7
BUSINESS PHONE: 7788463255
MAIL ADDRESS:
STREET 1: 157 ADELAIDE STREET
STREET 2: SUITE 338
CITY: TORONTO
STATE: A6
ZIP: M5H 4E7
SC 13D
1
casl13d_05jul11.txt
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO 240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
240.13D-2(A)
CASTMOR RESOURCES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
14862P 201
(CUSIP Number)
Castmor Resources Ltd.
Attn: Alfonso Quijada
427 Princess Street, Suite 406
Kingston, ON K7L 5S9
(613) 617-5107
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 2011
(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(e), 13d-1(f) or 13d-1(g), 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 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).
1 NAME OF REPORTING PERSONS: OPHION MANAGEMENT LTD.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF SHARES 7 SOLE VOTING POWER 10,080,000
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0
EACH REPORTING 9 SOLE DISPOSITIVE POWER 10,080,000
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,080,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81%
14 TYPE OF REPORTING PERSON* CO
EXPLANATORY NOTE
On July 5, 2011, Thomas Mills, assigned all his right, title and interest in and
to 10,800,000 shares of the Issuer's common stock (the "Shares") to Ophion
Management Ltd. for $1080 cash paid from the working capital of Ophion
Management Ltd.
This Schedule 13D (this "Schedule 13D") is being filed by Ophion Management Ltd.
to disclose its beneficial ownership of 81% of the Issuer's outstanding Common
Stock.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.0001 ("Common
Stock") of Castmor Resources Ltd. (the "Issuer"). The principal executive
offices of the Issuer are located at 427 Princess Street, Suite 406, Kingston,
ON K7L 5S9.
This Schedule 13D is being filed by Ophion Management Ltd., a Canadian company
formed to provide management and consulting services; and Thomas Mills, the sole
officer, director and controlling stockholder of Ophion Management Ltd.
(collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 157 Adelaide Street
West #338, Toronto, Ontario. Thomas Mills is a Canadian citizen.
During the last five years, neither of the Reporting Persons have been convicted
in a criminal proceeding, nor have they been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All funds paid by Ophion Management Ltd. to Thomas Mills for the Shares came
from the working capital of Ophion Management Ltd. The Reporting Persons did not
borrow any funds to acquire any of the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares to which this Schedule 13D relates for
investment purposes in the ordinary course of business, and not with the purpose
nor with the effect of changing or influencing the control or management of the
Company.
Except as set forth herein, the Reporting Persons have no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons have not
entered into any agreement with any third party to act together for the purpose
of acquiring, holding, voting or disposing of the Shares reported herein. The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and may from time to time engage in discussions with
management, the Board of Directors, other shareholders of the Company and other
relevant parties, including representatives of any of the foregoing, concerning
matters with respect to the Reporting Persons' investment in the Shares,
including, without limitation, the business, operations, governance, management,
strategy and future plans of the Issuer. Depending on various factors,
including, without limitation, the outcome of any discussions referenced above,
the Issuer's financial position and strategic direction, actions taken by the
Board of Directors, price levels of the Shares, other investment opportunities
available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as they
deem appropriate, including, without limitation, purchasing additional Shares or
selling some or all of their Shares, engaging in hedging or similar transactions
with respect to the Shares and/or otherwise changing their intention with
respect to any and all matters referred to in Item 4 of Schedule 13D
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 5, 2011, the Reporting Persons beneficially owned 10,800,000 Shares,
constituting 81% of the Issuer's outstanding common stock, based on 12,487,000
issued and outstanding shares of Common Stock as of March 31, 2011, as reported
in the Issuer's amended Quarterly Financial Report on Form 10Q that was filed
with the Securities and Exchange Commission on June 24, 2011.
The Reporting Persons have the sole power to vote or dispose of all of the
Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Securities Purchase Agreement attached as Exhibit 10.1, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 - Securities Purchase Agreement dated July 5, 2011 between Ophion
Management Ltd. and Thomas Mills.
SIGNATURES
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 accurate.
Dated: July 5, 2011
Ophion Management Ltd.
/s/Thomas Mills
Thomas Mills
President
EX-10.1
2
casl13d_05jul11x101.txt
PURCHASE AND SALE AGREEMENT
SECURITIES PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made by and between Thomas
Mills ("Seller") and Ophion Management Ltd. ("Buyer").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Securities.
(a) Subject to the terms and conditions of this Agreement, and in
reliance upon the representations, warranties and covenants contained
herein, Buyer hereby agrees to purchase from Seller and Seller agrees
to sell to Buyer 10,800,000 shares of common stock, US$0.0001 par
value per share (the "Shares"), of Castmor Resources Ltd., a Nevada
corporation (the "Company") for an aggregate purchase price of US$1080
and other good and valuable consideration, the sufficiency of which is
hereby agreed, (the "Purchase Price").
(b) The Seller hereby acknowledges that he has received payment in full
of the Purchase Price.
2. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that:
(a) Seller is the record and beneficial owner of the Securities and has
sole management power over the disposition of the Securities. The
Securities are free and clear of any liens, claims, encumbrances, and
charges.
(b) The Securities have not been sold, conveyed, encumbered, hypothecated
or otherwise transferred by Seller except pursuant to this Agreement.
(c) Seller has the legal right to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out his
obligations hereunder.
(d) The Securities are being sold to Buyer in reliance on Sections 4(1)
and 4(2) of the Securities Act of 1933, as amended.
3. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:
(a) Buyer has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and
otherwise to carry out its obligations hereunder.
(b) The Securities are being acquired by Buyer solely for investment for
Buyer's own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof; and Buyer will not
sell or transfer such Securities unless covered by a registration
statement or an exemption therefrom.
(c) Buyer represents and warrants that Buyer is an investor experienced
in the evaluation of businesses similar to the Company, has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of this investment, and has
had access to all information respecting the Company that Buyer has
requested.
4. Miscellaneous.
(a) Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the parties.
(b) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(c) Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(d) Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified
or sent by overnight delivery by an internationally recognized
overnight courier upon proof of sending thereof and addressed to the
party to be notified at the address indicated for such party on the
signature page hereof, or at such other address as such party may
designate by written notice to the other parties.
(e) Expenses. Each of the parties shall bear its own costs and expenses
incurred with respect to the negotiation, execution, delivery, and
performance of this Agreement.
(f) Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Seller and Buyer.
(g) Assignment. Buyer may sell, assign or transfer any of its rights
under this Agreement as it sees fit and without notice.
(h) Entire Agreement. This Agreement represents and constitutes the
entire agreement and understanding between the parties with regard to
the subject matter contained herein. All prior agreements,
understandings and representations are hereby merged into this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on
their behalf by an agent thereunto duly authorized, this Agreement as of July
5, 2011.
OPHION MANAGEMENT LTD.
PER: /s/ Thomas Mills
THOMAS MILLS
AUTHORIZED SIGNATORY
/s/ Thomas Mills
THOMAS MILLS