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OMB
APPROVAL
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OMB
Number:
3235-0145
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Expires:
January 31, 2006
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Estimated
average burden hours
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per
response
11
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CUSIP
No. 148435100
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13G
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Page 2 of 6
Pages
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Number
of
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5.
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Sole
Voting Power
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Shares
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54,263
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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0
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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54,263
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8.
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Shared
Dispositive Power
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0
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CUSIP
No. 148435100
|
13G
|
Page 3 of 6
Pages
|
|
Number
of
|
5.
|
Sole
Voting Power
|
|
Shares
|
54,263
|
|
|
Beneficially
|
||
|
Owned
by
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6.
|
Shared
Voting Power
|
|
Each
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0
|
|
|
Reporting
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||
|
Person
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7.
|
Sole
Dispositive Power
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|
With:
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54,263
|
|
|
8.
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Shared
Dispositive Power
|
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0
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CUSIP
No. 148435100
|
13G
|
Page 4 of 6
Pages
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Item
1.
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(a)
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Name
of Issuer:
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Castle
Brands Inc.
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(b)
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Address
Of Issuer's Principal Executive Offices:
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570
Lexington Avenue
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New
York, New York 10022
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Item
2.
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(a)
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Name
of Person Filing:
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This
statement is filed by: (i) Black River Asset Management
LLC
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(“Black
River”) with respect to shares of common stock of the
Issuer
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(“Shares”)
owned by Black River Global Credit Fund Ltd.
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(“Global
Credit Fund”); and (ii) the Global Credit Fund
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with
respect to Shares owned by it.
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(b)
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Address
of Principal Business Office, or, if none, Residence:
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Business
office of Black River
12700
Whitewater Drive
Minnetonka,
MN 55343
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Business
office of Global Credit Fund
P.O.
Box 309GT
Ugland
House South Church Street
George
Town, Grand Cayman Cayman Islands
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(c)
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Citizenship:
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Black
River is a Delaware limited liability company.
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Global
Equity Fund is a Cayman Islands exempted company.
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(d)
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Title
of Class of Securities:
|
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Common
stock, par value $0.01 per share (the Common Shares”)
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(e)
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Cusip
Number:
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148435100
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
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(e)
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x An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(ii)(F).
|
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(g)
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o A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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o A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
|
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(i)
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o A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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o Group in
accordance with §240.13d-1(b)(ii)(J).
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CUSIP
No. 148435100
|
13G
|
Page 5 of 6
Pages
|
|
Item
4.
|
Ownership
|
|
The
percentages used herein are calculated based upon the Shares issued and
outstanding as of November 14, 2008, As
reported on the Issuer’s quarterly report Form 10-Q filed for the
quarterly period ending September 30,
2008.
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1. Black
River Asset Management LLC (“Black River”)
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(a)
Amount beneficially owned: 54,263
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|
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(b)
Percent of class: 0
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(c)
Number of shares as to which the person
has:
|
|
(i)
Sole power to vote or to direct the vote:
54,263
|
|
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(ii)
Shared power to vote or to direct the
vote: 0
|
|
|
(iii)
Sole power to dispose or to direct the disposition
of: 54,263
|
|
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(iv)
Shared power to dispose or to direct the disposition
of: 0
|
|
2.
Black River Global Credit Fund Ltd. (“Global Credit
Fund”)
|
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(a)
Amount beneficially
owned: 54,263
|
||
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(b)
Percent of class: 0%
|
||
|
(c)
Number of shares as to which the person
has:
|
||
|
(i)
Sole power to vote or to direct the
vote: 54,263
|
|
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(ii)
Shared power to vote or to direct the
vote: 0
|
|
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(iii)
Sole power to dispose or to direct the disposition
of: 54,263
|
|
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(iv)
Shared power to dispose or to direct the disposition
of: 0
|
|
Black
River does not own any Shares or securities convertible into
shares. Pursuant to an investment advisory agreement, Black
River has investment and voting power with respect to the securities held
by the Global Credit Fund.
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Item
5.
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Ownership
of Five Percent or Less of a Class
|
|
Item
6.
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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
Certification
pursuant to §240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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|
CUSIP
No. 148435100
|
13G
|
Page 6 of 6
Pages
|
|
February
17, 2009
|
|
|
Date
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|
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/s/
Robert Goedken
|
|
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Signature
|
|
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Black
River Asset Management LLC
|
|
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Robert
Goedken, Chief Legal Officer
|
|
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Name/Title
|
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February
17, 2009
|
|
|
Date
|
|
|
/s/
Robert Goedken
|
|
|
Signature
|
|
|
Black
River Global Credit Fund Ltd.
|
|
|
By: Black
River Asset Management LLC, Its Investment Advisor
|
|
|
Robert
Goedken, Chief Legal Officer
|
|
|
Name/Title
|