UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549 

 

FORM 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): February 4, 2008

CASTLE BRANDS INC.


(Exact name of registrant as specified in its charter) 


Delaware

(State or Other Jurisdiction of Incorporation)


  
     
     
     
  
  
    001-32849

      (Commission File Number) 
     
    41-2103550

      (I.R.S. Employer Identification No.)
  



570 Lexington Avenue, 29th Floor
    

  New York, New York 10022


(Address of principal executive offices)
(646) 356-0200

  (Registrant’s telephone number,
 including area code)


(Former Name or Former Address, if Changed Since Last Report)


 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):




    o
     
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



     


    o
     
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



     


    o
     
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



     


    o
     
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 
 










 
        
      
Item 2.02
 
        
                        
Results of Operation and Financial Condition.
  

On February 4, 2008, the Company issued a press release, announcing its revised operational guidance for its fiscal year 2008, ending March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. 
The information furnished in this Item, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 


 
        
      
Item 9.01  
 
        
                        
Financial Statements and Exhibits.
  



 
        
                        
 
 
        
                        
(d)
 
        
                        
Exhibits.
  

 


 
        
                        
Exhibit No.
 
        
                        
 
 
        
                        
Description
  
 
        
                        
99.1
 
        
                        
 
 
        
                        
Press Release dated February 4, 2008
  

 
 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 4, 2008
 


 
        
                        
 
 
        
                        
 
 
        
                        
CASTLE BRANDS INC.
  
 
        
                        
  
 
        
                        
 
 
        
                        


                        By 
 
        
                        
/s/ Donald L. Marsh  
  
 
        
                        
 
 
        
                        
 
 
        
                        
 
 
        
                        
Name:  Donald L. Marsh
  
 
        
                        
 
 
        
                        
 
 
        
                        
 
 
        
                        
Title:    President and Chief Operating Officer
  

 
 




EXHIBIT INDEX
 


 
        
                        
Exhibit No.
 
        
                        
 
 
        
                        
Description
  
 
        
                        
99.1
 
        
                        
 
 
        
                        
Press Release dated February 4, 2008