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