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

                                _________________
                                    FORM 10-Q

[  X  ]     Quarterly  report  under  Section  13  or  15  (d) of the Securities
Exchange  Act of  1934

FOR  THE  QUARTERLY  PERIOD  ENDED          JUNE  30,   1998
                                            ----------------

                                       OR

[     ]     Transition  report  under  section  13 or 15 (d) of the Exchange Act



                         COMMISSION FILE NUMBER 0-14136

                                 CASMYN  CORP.
                                 -------------
               (Exact  name of registrant as specified in  Charter)


                                   COLORADO 
                                 -------------
                 (State or other jurisdiction of incorporation)


                                  84-0987840
                                 ------------
                        (IRS Employer Identification No.)

                      1500 WEST GEORGIA STREET, SUITE 1800
                         VANCOUVER, BC, CANADA  V6G 2Z6
                                (604)  601-5200
                                ----------------
          (Address and Telephone Number of Principal Executive Offices)


     Check  whether  the  issuer  (1)  filed all reports required to be filed by
section  13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.     Yes  [  X
]  No  [     ].

As  of  August  12,  1998,  218,340,018 shares of the issuer's common stock were
outstanding.

     This  report  contains  20  pages.

<PAGE>


                                  CASMYN CORP.
                                    FORM 10-Q
                                      INDEX

                                                                        Page
PART  I.     Financial  Information:                                     No.
                                                                        ----

   Condensed  Consolidated  Balance  Sheets  -  June  30,  1998
      and  September  30,  1997                                            3

   Condensed  Consolidated  Statements  of  Operations  -  Three  Months
      and  Nine  Months  ended  June  30, 1998 and 1997                    4

   Condensed  Consolidated  Statements  of  Cash  Flows  -  Nine  Months
      ended  June  30,  1998  and  1997                                    5

   Notes  to  Condensed  Consolidated  Financial  Statements               7

   Management's  Discussion  and  Analysis  of  Financial
      Condition  and  Results  of  Operations                             13

PART  II.     Other  Information:

    Item  6  -  Exhibits  and  Reports  on Form 8-K                       20

    Signatures                                                            20

<PAGE>

<TABLE>
<CAPTION>

                                  CASMYN CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------


                                            JUNE 30,     SEPTEMBER 30,
                                              1998           1997
                                          (UNAUDITED)      (AUDITED)
                                          ------------  ---------------
<S>                                       <C>           <C>
CURRENT ASSETS:
     Cash and cash equivalents            $  4,992,920  $    18,185,515
     Restricted cash                                 -        5,074,659
     Marketable securities                   1,760,343        2,096,704
     Accounts receivable, net                  728,886          511,135
     Inventories                               744,788          751,299
     Prepaid expenses and other assets          74,312          247,560
                                          ------------     ------------           
          Total current assets               8,301,249       26,866,872
INVESTMENT IN AND ADVANCES TO AFFILIATES     1,422,000        4,574,368
PROPERTY AND EQUIPMENT, NET                 19,807,339       16,676,347
OTHER ASSETS                                   125,954          155,792
				        ------------     ------------
          TOTAL ASSETS                    $ 29,656,542  $    48,273,379
                                          ============  ===============
</TABLE>


<TABLE>
<CAPTION>

                              LIABILITIES AND STOCKHOLDERS' EQUITY
                              ------------------------------------


<S>                                                          <C>               <C>
CURRENT LIABILITIES:
     Accounts payable                                        $       815,407   $      1,108,944 
     Accrued taxes from acquisition                                  560,799            792,801 
     Accrued liabilities                                             140,690          2,156,704 
     Line of credit                                                        -          4,966,160 
     Current portion of long-term debt                                     -             58,418 
                                                             ----------------  -----------------
          Total current liabilities                                1,516,896          9,083,027 
DIVIDEND PAYABLE                                                   1,422,000          4,574,368 
						          ----------------  -----------------
          Total Liabilities                                        2,938,896         13,657,395 
							 ----------------  ----------------- 
MINORITY INTEREST                                                     21,514            144,220 
                                                             ----------------  -----------------
STOCKHOLDERS' EQUITY:
     Preferred stock, $.10 par value; 20,000,000 shares
       authorized; 1,082,840 and 1,406,962 shares issued             108,284            140,697 
       and outstanding; liquidation preference $27,071,000
     Common stock, $.04 par value; 300,000,000 shares
       authorized; 218,335,514 and 13,376,714 shares issued
        and outstanding                                            8,733,421            535,069 
     Additional paid-in capital                                   70,262,772         66,486,227 
     Accumulated deficit                                        ( 45,994,427)     (  28,453,840)
     Foreign currency translation adjustment                  (    3,469,326)    (    3,328,954)
     Treasury stock-at cost, 583,937 and 181,437 shares       (    2,944,592)   (       907,435)
                                                             ----------------  -----------------
       Total Stockholders' Equity                                 26,696,132         34,471,764 
                                                             ----------------  -----------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    29,656,542   $     48,273,379 
                                                             ================  =================
<FN>

          SEE  ACCOMPANYING  NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                          CASMYN CORP.
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                           (UNAUDITED)
 
                                         FOR THE THREE MONTHS             FOR THE NINE MONTHS
                                            ENDED JUNE 30,                   ENDED JUNE 30,
                                            1998            1997            1998           1997
                                     ---------------------------     ---------------------------



<S>                                 <C>            <C>             <C>             <C>
REVENUES:
 Precious metals                    $  1,240,077   $   1,025,537   $   3,441,483   $  2,522,688 
 Cost of production                      868,028       1,011,879       2,509,168      2,896,373 
                                    -------------  --------------  --------------  -------------
 GROSS PROFIT (LOSS)                     372,039          13,658         932,315    (   373,685)
                                    -------------  --------------  --------------  -------------

COSTS AND EXPENSES:
 General and administrative
     expenses                            261,840         358,004       1,175,167      1,074,013 
 Compensatory stock option
     expense                                   -               -               -         83,085 
 Professional services                   521,919          90,340         705,465        249,751 
 Depreciation, depletion and
     amortization                        209,758          69,594         517,724        294,457 
 Mineral exploration expense              64,642          72,163         201,980        491,256 
 Mergers and acquisitions                      -          30,182          59,185        204,414 
                                    -------------  --------------  --------------  -------------
                                       1,058,159         620,283       2,659,521      2,396,976 
				  -------------  --------------  --------------  -------------

LOSS FROM OPERATIONS                 (   686,120)    (   606,625)     (1,727,206)    (2,770,661)
    				  -------------  --------------  --------------  -------------

OTHER INCOME (EXPENSE):
 Equity in net loss of affiliate               -     (   234,024)              -    (   791,734)
 Minority interest in net loss of
    consolidated subsidiary               41,162               -         122,705              - 
 Interest income, net                    162,426         125,179         737,979        110,561 
 Gain on sale of investment                    -               -               -        126,000 
 Write down of investment            ( 3,152,368)              -      (3,152,368)             - 
 Other income (expense), net             204,771     (    19,702)     (4,734,377)         5,446 
				  -------------  --------------  --------------  -------------

Other income (expense), net           (2,744,009)     (  128,547)   (  7,026,061)   (   549,727)
                                    -------------  --------------  --------------  -------------
NET LOSS                            $( 3,430,129)  $  (  735,172)  $  (8,753,267)  $ (3,320,388)
                                    =============  ==============  ==============  =============

BASIC LOSS PER COMMON SHARE
  Net Loss                          $( 3,430,129)  $  (  735,172)  $  (8,753,267)  $ (3,320,388)
  Less: dividends on
    convertible preferred stock         (529,925)              -      (1,755,500)             - 
  Less: amortization of
    discount on convertible
    preferred stock                   (2,966,567)    (   963,704)     (7,031,820)   (   963,704)
                                    -------------  --------------  --------------  -------------
NET LOSS APPLICABLE TO
   COMMON SHARES                    $ (6,926,621)  $(  1,698,876)  $ (17,540,587)  $ (4,284,092)
                                    =============  ==============  ==============  =============
NET LOSS PER COMMON SHARE           $      (0.04)  $       (0.13)  $       (0.24)  $      (0.33)
				  =============  ==============  ==============  =============
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING               171,066,305      13,337,535      72,170,982     12,879,210 
                                    =============  ==============  ==============  =============
<FN>

             SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                           CASMYN CORP.
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                           (UNAUDITED)


<S>                                                             <C>               <C>
							    ----------------  ---------------
                                                                           1998             1997 
                                                                ----------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                        $    (8,753,267)  $   (3,320,388)
Adjustments to reconcile net loss to net cash
  used in operating activities:
     Depreciation, depletion and amortization                           517,724          294,457 
     Equity in net loss of affiliate                                          -          791,734 
     Compensatory stock option expense                                        -           83,085 
     Amortization of debt issue costs                                         -           30,000 
     Gain on sale of investment                                               -     (    126,000)
     Write down of investment                                         3,152,368                -
     Minority interest in net loss of consolidated subsidiary          (122,706)               - 
     Other non-cash expense                                                   -          258,617 
     Increase in accounts receivable                               (    217,751)     ( 1,194,705)
     (Increase) decrease in inventories                                   6,511     (    430,600)
     Decrease (increase) in prepaid expenses and other assets           203,086     (    225,971)
     Decrease in accounts payable                                      (293,537)   (      43,375)
     Decrease in accrued liabilities                               (  2,248,016)    (    311,774)
     Decrease in amounts due from related parties                             -    (      12,364)
						              ---------------  ---------------
          Net cash used in operating activities                      (7,755,588)     ( 4,207,284)
                                                                 ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of assets                                             -          900,000 
     Decrease in long-term deposits                                           -    (      72,745)
     Investment in and advances to affiliates                                 -      ( 2,186,578)
     Investment in marketable securities                                      -      ( 6,040,939)
     Proceeds from sale of marketable securities                        336,361                - 
     Purchase of property and equipment                            (  3,648,716)     ( 7,739,754)
                                                                 ---------------  ---------------
         Net cash used in investing activities                     (  3,312,355)    ( 15,140,016)
                                                                ----------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Private placement of common stock and units                              -        1,410,500 
     Issuance of common stock for exercise of stock options               2,796          236,862 
     Private placement of convertible preferred stock                         -       16,751,389 
     Proceeds (repayment) of line of credit                          (4,966,160)       5,252,619 
     Decrease (increase) in restricted cash                           5,074,659       (5,000,000)
     Purchase of treasury stock                                    (  2,037,157)               - 
     Repayments of long-term debt                                (       58,418)   (     189,045)
                     					     ---------------  ---------------
          Net cash (used in) provided by financing activities      (  1,984,280)      18,462,325 
							    ---------------  ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
     EQUIVALENTS                                                   (    140,372)           2,417 
							    ----------------  ---------------
	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                (13,192,595)    (    882,558)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       18,185,515        4,046,194 
							     ---------------  ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $     4,992,920   $    3,163,636 
                                                                ================  ===============
										(CONTINUED)
<FN>

                   SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                  CASMYN CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997


			                                       -----------    -----------
                                  				           1998           1997
   				                               ----------     ----------

<S>                                                              <S>            <S>                  
CASH  PAID  FOR  INTEREST                                        $  368,563     $  134,060
                                                                 ==========     ==========

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

  Issuance of common stock for services          $                      -     $   226,561
  Issuance  of  common  stock  for  payment  of  interest               -          88,699
  Conversion  of  debenture  to  common  stock  and
       preferred  stock  to  common  stock                              -       5,000,000
  Decrease  in  other  assets  and  decrease  in  additional
       paid  in  capital  to  reclassify  unamortized  debt
       issue  costs  for  debt  converted  to  preferred  stock
       and  common  stock                                               -         200,000
  Conversion  of  preferred  stock  to  common  stock           8,156,122               -
  Issuance  of  preferred  stock  dividend                      1,755,500               -
  Amortization  of  discount  on  convertible  preferred
       stock                                                    7,031,820         963,704
 Accrued  dividend  on  convertible  preferred  stock
                                                                        -         356,728
  Reduction  of  payable  to  joint  venture  and
       investment  in  joint  venture                                   -         623,000

</TABLE>

<PAGE>
                                  CASMYN CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.     BASIS  OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

The  accompanying  condensed  consolidated  financial  statements are unaudited;
however,  in  the opinion of management, such statements include all adjustments
(which  are of a normal, recurring nature) necessary for a fair statement of the
results  for the interim periods.  The financial statements included herein have
been  prepared  by  Casmyn  Corp.  (the  "Company")  pursuant  to  the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance  with generally accepted accounting principles have been condensed or
omitted  pursuant  to  such rules and regulations, although the Company believes
that  the  disclosures  included herein are adequate to make the information not
misleading.

The  organization  and  business of the Company, accounting policies followed by
the  Company  and  other information are contained in the notes to the Company's
consolidated  financial  statements filed as part of the Company's September 30,
1997 Form 10-K.  The Form 10-K should be read in conjunction with this quarterly
report.

INCOME  (LOSS)  PER  SHARE

The  Company  adopted  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  128  ("SFAS 128") in the quarter ended December 31, 1997 and has
calculated  the basic loss per share information as prescribed by SFAS 128.  The
calculation  of  the  diluted earnings per share has been omitted as the assumed
conversion,  exercise  or  contingent  issuance  of  securities  would  have  an
antidilutive  effect  on  earnings  per  share.

RECENTLY  ISSUED  ACCOUNTING  STANDARDS

The  FASB  recently  issued  Statement of Financial Accounting Standards No. 130
("SFAS  130"),  Reporting  Comprehensive  Income,  which is effective for fiscal
years  beginning  after  December  15, 1997.  SFAS 130 establishes standards for
reporting  and  displaying comprehensive income and its components in a full set
of  general-purpose  financial  statements.  The  Company  will  adopt  the  new
statement for its fiscal year beginning October 1, 1998, and does not anticipate
that  adoption  will  have  a  significant  impact on its consolidated financial
statements.  Under  the  new statement the Company will report the change in the
foreign  currency translation adjustment as a component of comprehensive income.

The  FASB  recently  issued  Statement  of Financial Accounting Standard No. 131
("SFAS  131"),  Disclosure  About  Segments  of  an  Enterprise  and  Related
Information,  which  is also effective for fiscal years beginning after December
15, 1997.  SFAS 131 establishes standards for segment reporting in the financial
statements.  It  also  establishes  standards  for  related  disclosures  about
products  and  services, geographic areas and major customers.  The Company will
adopt  the new statement for its fiscal year beginning October 1, 1998, and does
not  anticipate that providing required disclosures will result in significantly
different  information  from  that  which  is  currently  being  disclosed.

<PAGE>

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

FOREIGN  CURRENCY  TRANSLATION

Prior  to  September 30, 1997, the functional currency of the Company's Zimbabwe
operations  had been the Zimbabwean dollar.  Accordingly, balance sheet accounts
were  translated  to  US  dollars  using current exchange rates in effect at the
balance  sheet date while revenue and expense accounts were translated using the
weighted average exchange rate during the reported period.   The gains or losses
resulting  from  such  translation  were  recorded  in  the  foreign  currency
translation adjustment account included as part of stockholders' equity.  During
the  quarter  ended  December  31,  1997,  the  Zimbabwean  currency experienced
devaluation  in  excess  of  40%.  This level of devaluation is expected to have
significant impacts on Zimbabwe's annual rate of inflation such that the country
may  be  classified as highly inflationary.  As a result, the US dollar has been
adopted  as  the  functional  currency  for  the  Company's Zimbabwe operations,
effective October 1, 1997.  Pre-existing non-monetary assets and liabilities are
measured  using  exchange rates in effect as at October 1, 1997 and any gains or
losses  from  holding  monetary  assets  and  liabilities  are  reflected in the
statement  of  operations  for  the  period. Amortization and charges related to
non-monetary  items  are  recorded  using  exchange rates at the time such items
arose.  Other  revenue and expense accounts continue  to be translated using the
weighted  average  exchange  rate  during  the  reported  period.

2.  RESTRICTED  CASH

As at year end September 30, 1997, the Company had $5,074,659 of restricted cash
(including  accrued  interest of $74,659) which was deposited with two financial
institutions  under  the  Company's  guarantee  of short term loans to unrelated
third parties. Under agreements with the unrelated third parties, the loans were
secured  by  certain  investment  accounts, which contained common shares of the
Company.  During  the  second  quarter  of  1998, the significant decline in the
Company's  share  price  had created an impairment in the value of the security.
As  a  result, the lenders of the loans proceeded to call the guarantee provided
by  the  Company  resulting  in  a  loss  of  $4,978,424  to  the  Company.

3.  COMMITMENTS  AND  CONTINGENCIES

(i)  Agreement

On  February  16,  1998,  the  Company  entered  into  an agreement with Salomon
Brothers  Inc.  and Smith Barney Inc. ( collectively, "Salomon Smith Barney") to
render  certain  financial  advisory  and  investment  banking  services  to the
Company.  Included  in  the  services  to  be  provided  was advice on strategic
alternatives  and  implementation  of  the  proposed  restructuring of the First
Convertible Preferred Stock ("  the Preferred Stock Restructuring"). The Company
paid  a  retainer  fee  of  $150,000  on execution of the agreement and must pay
additional monthly fees of $40,000.  In addition, the Company  may be liable for
a success fee of $1,000,000 plus 7.5% of the post restructuring Total Enterprise
Value  ("TVE")  if the TVE of the Company is between $30,000,000 and $75,000,000
and  10% of the TVE in excess of $75,000,000. ; and an additional  $1,000,000 if
the  average  closing  stock price, before adjusting for stock splits is greater
than  $1.00  per  share  plus $100,000 for every $0.25 the per share stock price
exceeds  $1.00.

The  TVE  of the Company referred to in the previous paragraph is a defined term
in  the agreement with Salomon Smith Barney which means the market values of all
sources  of  capital  used  to  fund  the  assets  of  the

Company  including, but not limited to, all forms of debt, preferred securities,
warrants,  stock purchase rights, convertible securities, minority interest, all

<PAGE>

forms  of  equity  including  common  equity and dividends or distributions paid
after  January  31,  1998,  less  cash.

The  Company  terminated the agreement with Solomon Smith Barney in April, 1998,
as  a  successful  restructuring agreement was not negotiated with the Preferred
Stockholders.  The  Company  intends  to  contest  any claim for  payment of any
success  fee  although no assurance  can be given that the Company will  prevail
in  its  position.


(ii)  Sale  of  Subsidiary

On  May  11, 1998, the Company reached an agreement in principle for the sale of
its  equity  interest  in  Casmyn International Inc., a 55% owned subsidiary, to
WaterPur  International  Inc.  Documentation and finalization of the transaction
is  still  subject  to  negotiation.


(iii)  Preferred  Stock  Restructuring


On  May  6,  1998,  the  Company  presented  a  new  proposal  to  the Company's
Convertible  Preferred Shareholders seeking approval for a revised restructuring
proposal  as  follows:

(1)     To  establish a fixed conversion price of $0.04 per Common Share for all
        conversion  notices  received  after  the  proposal is approved by the 
        Preferred Shareholders;
(2)     To  grant to the Preferred Shareholders voting rights on an as converted
        basis, subject to approval by  the  Company's  Common  Shareholders;  
        and
(3)     To  permit  the  Company  to redeem the Preferred Stock at the following
        redemption  prices  plus  accrued  and  unpaid dividends, if redeemed 
        during the twelve  months  beginning  January  1,  1998  -  $25;  1999  
        - $32.50; 2000-$35; 2001-$40;  and  $40  per  share  thereafter.

On  May  18,  1998,  the  Preferred  Shareholders  approved  the  restructuring
proposal.  The  Company  intended  to  send  out a proxy statement to its Common
Shareholders seeking their approval of the above voting rights for the Preferred
Shareholders  and a fifty-to-one reverse split of the Common Stock. However, the
Company  received  notification  from  NASDAQ  that it was in default of certain
requirements.  The  Company  requested  a  hearing  with  NASDAQ and pending the
results  of  the  heaing  it  postponed  obtaining  approval  from  the  Common
Shareholders.  As  the  hearing  was  not completed within 60 days following the
Preferred  Shareholder  approval  the  fixed  conversion  price  is no longer in
effect.

On  August 1, 1998, the Company announced the resignation of Mr. Hanif Dahya and
Mr.  Sandro  Kunzle  from the Board of the Directors, and the appointment of Mr.
Alexander  L.  Cappello  and  Mr.  Mark  Zucher  to  the  Board  of  Directors.

<PAGE>

4.  SUMMARY  OF  STOCKHOLDERS'  EQUITY  TRANSACTIONS
               (Unaudited)
<TABLE>
<CAPTION>

During  the  nine  months  ended  June  30, 1998, the Company has recorded the following activity in its stockholders'
equity  accounts:


<S>                             <C>                      <C>            <C>                          <C>
                                Number of Common Shares                 Number of Preferred Shares   
                                                         Common Stock                                Preferred Stock
Description
Balances September 30, 1997                  13,376,714  $     535,069                   1,406,962   $        140,697 
Exercise of stock options                        69,923          2,796                           -                  - 
Preferred stock dividend                              -              -                      70,220              7,021 
Conversion of preferred shares              204,888,877      8,195,556                (    394,342)         (  39,434)
Conversion discount on
   convertible preferred stock                        -              -                           -                  - 
Decrease in Dividend Payable                          -              -                           -                  -
Purchase of treasury stock                            -              -                           -                  - 
Foreign currency
   translation adjustment                             -              -                           -                  - 
Net loss                                              -              -                           -                  - 
                                -----------------------  -------------  ---------------------------  ----------------- 
Balances at June 30, 1998                   218,335,514  $   8,733,421                   1,082,840   $        108,284 
                                =======================  =============  ===========================  =================
</TABLE>

<TABLE>
<CAPTION>
<S>                             <C>                           <C>                    <C>
                                                                                     Foreign Currency Translation Adjustment
                                Additional Paid-in Capital
                                                              Accumulated Deficit
Description
Balances September 30, 1997     $                66,486,227   $        (28,453,840)  $                             (3,328,954)  
Exercise of stock options                                 -                      -                                          -
Preferred stock dividend                          1,748,479           (  1,755,500)                                         -
Conversion of preferred shares                 (  8,156,122)                     -                                          -
Conversion discount on
   convertible preferred stock                    7,031,820            ( 7,031,820)                                         -
Decrease in Dividend Payable                      3,152,368			    -                                          -
Purchase of treasury stock                                -                      -                                          -
Foreign currency
   translation adjustment                                 -                      -                                   (140,372)
Net loss                                                  -             (8,753,267)                                         -
                                ----------------------------  ---------------------  -----------------------------------------
Balances at June 30, 1998       $                70,262,772   $        (45,994,427)  $                             (3,469,326)
                                ============================  =====================  =========================================

</TABLE>

<TABLE>
<CAPTION>
<S>                             <C>                           <C>
                       			      Treasury Stock                Total Stockholders' Equity
Description
Balances September 30, 1997     $    (  907,435)              $                34,471,764 
Exercise of stock options                     -                                     2,796 
Preferred stock dividend                      -                                         - 
Conversion of preferred shares                -                                         -  
Conversion discount on
   convertible preferred stock                -                                         - 
Decrease in Dividend Payable                  -                                 3,152,368
Purchase of treasury stock          ( 2,037,157)                              ( 2,037,157)
Foreign currency
   translation adjustment                     -                                  (140,372)
Net loss                                      -                                (8,753,267)
                                ----------------  ---------------------------------------
Balances at June 30, 1998       $   ( 2,944,592)              $                26,696,132 
                                ================  =======================================
</TABLE>


<PAGE>

5.     IMPAIRMENT  IN  VALUE  OF  INVESTMENT

Effective  September  30,  1997,  the  Company  completed a settlement with WPUR
whereby  the  Company  received  5,082,626  shares of WPUR Convertible Preferred
Stock  in exchange for $4,574,368 in amounts owed to the Company.  These amounts
arose principally from working capital advances from the Company to WPUR and for
services  provided  to  WPUR by the Company.  The determination of the number of
Convertible  Preferred  shares  was  based  upon the market value of WPUR common
stock  at  September  30, 1997.  In addition to the debt settlement, the Company
exchanged  its  5,634,756  common  shares  of  WPUR  (approximately 31.2% of the
outstanding  shares of WPUR) for 2,817,378 Convertible Preferred shares of WPUR.
These  transactions  resulted  in  the  Company  owning  7,900,004  Convertible
Preferred  shares  of  WPUR.

Also,  effective  September 30, 1997, the Company's Board of Directors announced
the  spin-off  to  its  shareholders  of all the 7,900,004 Convertible Preferred
Shares  received by the Company in the Restructuring to the common and preferred
shareholders  of  the  Company  of record on October 15, 1997.  The Company must
receive regulatory approval prior to distribution of these Convertible Preferred
Shares.  At September 30, 1998, there was an investment in WPUR  and  a  
corresponding dividend payable of $4,574,368.

For the quarter ended June 30, 1998, due to a significant and prolonged decrease
in  the  market value of WPUR's common stock, management determined there was 
an  impairment in the value of its investment in WPUR.  Thus, the Investment
in  WPUR  has  been  written  down  to market value of approximately  $1,422,000
resulting  in a writedown of $3,152,368.  The corresponding dividend payable has
also been decreased by $3,152,368 to $1,422,000 in order to reflect the decrease
in  value  of  the  investment.

6.     SHORT  TERM  BORROWINGS

On  June  9,  1998, the bank exercised its right under the Facility Agreement to
require  immediate  repayment of the outstanding balance.  On June 11, 1998, the
Company  paid  $4,966,160  to  the  bank, thereby discharging its liability. The
assets  held in its Pledge Collateral account were subsequently liquidated.  The
Company  has  no  further  liability  to  the  bank.


7.     SUBSEQUENT  EVENTS

(i)     On  July  31,  1998, the Company received a notice from NASDAQ that the
NASDAQ  Listings  Qualifications  Panel  "the Panel" has made a determination to
delist  the  Company's  Common  Stock from The NASDAQ Stock Market effective the
close  of  business,  July  31,  1998.  The  Panel  made  its decision to delist
based on its lack of confidence in the Company's ability to meet and maintain a
minimum $1.00 per share bid price subsequent to putting into effect the proposed
reverse  stock  split.  The Panel also noted that the Company does not currently
meet  the  market  maker  requirement  for  trading  of  its  shares.


     The NASDAQ Listing and Hearing Review Council "Listing Council" may, on its
motion, determine to review any Panel decision within 45 calendar days after the
issuance  of the written decision.  If the Listing Council elects to review this
decision  it may affirm, modify, reverse, dismiss, or remand the decision of the
Panel.  The  Company  has  15  days  from  the date of the delisting decision to

<PAGE>

request  the Listing Council review its  decision, which the Board  of Directors
has  determined  to  do.
The  Company  has  no  assurance that it will be relisted on NASDAQ. In the
interim  the securities of the Company may be eligible  to trade on the Over the
Counter  ("OTC")  Bulletin  Board.

(ii)     Pursuant  to  Section 1.4 of the Preferred Stock Investment Agreements,
the  Company shall pay the investor (preferred shareholder) a penalty in cash of
an  amount equal to 3% of the total Purchase Price of Shares and any Registrable
Securities  then held by the Investor during any period in excess of thirty days
that  the Common Stock of the Company is not listed and traded on NASDAQ or on a
national  securities  exchange.  The  payment  must  be made not later than five
business  days  after  the  end  of the 30-day period with respect to which such
payment  is  due  and if not so paid the Preferred Shares shall be redeemable at
the  option  of  the holder at their liquidation preference divided by 100% less
the  Applicable  Percentage  set  forth  in  Schedule  I  of the Preferred Stock
Investment  Agreements (See the September 30, 1997 Form 10-K, Exhibits   10.10 &
10.11).

     Given  that  the Company's Common Shares have been officially delisted from
NASDAQ  on  July 31, 1998, a penalty of $ 810,000  maybe payable on September 4,
1998.  The  Company  is  engaged  in  discussions  with  certain  holders of the
Company's  Preferred  Stock  to  obtain a waiver of the penalty arising from the
delisting.  However,  there  are  no assurances that the Company will be able to
obtain  such  a  waiver.


8.     COMPARATIVE  NUMBERS

Certain  amounts  in  the  prior  year  financial  statements  have  been
reclassified  for  comparative  purposes.

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL  NOTE  CONCERNING  FORWARD-LOOKING  STATEMENTS

Certain  of  the  foregoing information constitutes "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements,  including but not limited to those with respect to
the  price  of  gold,  estimated  future  production,  estimated  cost of future
production, acquisition opportunities and permitting time lines, involve unknown
risks,  uncertainties,  and  other  factors which may cause thee actual results,
performance  or  achievements of the Company to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such  factors  include,  among  others, the actual
price  of  gold,  development  and  mining  activities,  the  implementation  of
cost-cutting  measures, fluctuations in exchange rates, as well as those factors
discussed  in the Company's Annual Report in Form 10-K filed with Securities and
Exchange  Commission  for  the  year  ended  September  30,  1997

OVERVIEW

The  business  activities  of  the  Company  center  around  mineral  resource
development.  Until December 31, 1997, the Company's  primary focus has been the
acquisition and exploration of precious mineral resource properties in Zimbabwe,
Zambia  and  South  Africa.  The  Company  is  presently  focusing on the mining
operations  located  in  Zimbabwe.

In response to the recent decline in gold prices, the Board of Directors adopted
a  policy  to  preserve  the  Company's  cash  resources  and capital base while
maintaining  its  gold  production at a sustainable profit.   The most immediate
effects  of  this  policy  is  a  significant  reduction  in  such  expenses  as
exploration  and  mergers  &  acquisitions  (M&A).


RESULTS  OF  OPERATIONS

NINE  MONTHS ENDED JUNE 30, 1998 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1997

Revenues  for  the  nine months ended June 30, 1998 were $3,441,483 representing
sales  of  approximately  11,585 ounces of gold produced in Zimbabwe compared to
$2,522,688  for  the nine month period ended June 30, 1997 representing the sale
of  approximately  7,277 ounces of gold.  The increase in gold production during
the  current  period  over  the  same  period  in  1997  was consistent with the
Company's  overall  plan  to  increase   production.  The  Company anticipates a
continued  increase in its gold output for the remainder of the fiscal year. The
average  selling price of gold for the nine months ended June 30, 1998, was $297
per  ounce compared to an average price of $347 per ounce during the nine months
ended  June  30,  1997.

The overall increase in production of 4,308 ounces of gold (59%) during the nine
months  ended  June  30,  1998  compared  to the same period in 1997 resulted in
increased  revenues  of  approximately $1,280,000. This was offset by a decrease
in  the  price of gold of $50 per ounce or $362,000. The net effect is that gold
sales  increased  by  approximately  $918,000.

The  cost  of  production incurred for mineral operations amounted to $2,509,168
(or  approximately  $217  per  ounce of gold produced) for the nine months ended
June  30,  1998 compared to $2,896,373  (or approximately $398 per ounce of gold
produced)  for  the  same period ended June 30, 1997. The cost of production for
the  nine  months  ended June, 30, 1997 included significant start-up costs from
the  first year  of  operations.  The significantly lower average cost of 
production during the  the  nine  months  ended

<PAGE>

June  30,  1998 is a result of improved operating techniques,  the  
implementation  of  a cost reduction program and the Company's decision, in 
response to the recent decline in gold prices, to extract gold from
surface  ores  and  tailings  that  require  lower processing costs. The Company
believes  this  strategy should  allow it to continue its mining operations on a
profitable  basis  in  the  foreseeable  future.

General  and  administrative  (G&A) expenses were $1,175,167 for the nine months
ended  June  30, 1998, compared to $1,074,013 for the nine months ended June 30,
1997, a net increase of $101,154 which is due to a number of items. The investor
relations  expense  decreased $64,946 during the nine months ended June 30, 1998
compared  to  the  nine  months  ended June 30, 1997 as the Company had incurred
expenses related  to  the  preferred  stock  financing in 1997.  Travel expenses
decreased  $163,373  during  the nine months ended June 30, 1998 compared to the
same  period  ended  June 30, 1997. Travel expenses during the nine months ended
June  30, 1997, included a tour of the Zimbabwe mining operations for a group of
twelve mining analysts, as part of the due diligence process for the preparation
of  independent  research  reports,  and  increased travel between South Africa,
Zambia  and  Zimbabwe.  Insurance  expense  decreased $20,988 during the current
period  mainly  due  to  consolidation  of  the  Company's  world-wide insurance
coverage.  The  Company continued to absorb G&A costs attributable to activities
related  to  Casmyn  International Inc., (CII) a 55% owned subsidiary, which was
formed  during  1997  to  explore  business opportunities in the Commonwealth of
Independent  States  (CIS).  CII incurred $248,062 in G&A comprised primarily of
travel  and  salary expenses incurred for staff in the CIS during the nine-month
period  ended June 30, 1998.  These expenses are not expected to recur in future
quarters  due  to  the proposed sale of the Company's interest in CII.  Salaries
and wages increased $162,948 during the nine months ended June 30, 1998 compared
to  the  same  period  in  1997  due  to  adjustments  to  salary  levels.

There  was  no  compensatory stock option expense for the nine months ended June
30,  1998,  compared  to  $83,085  for  the  nine  months  ended  June 30, 1997.
Compensatory stock options, which are granted to senior staff, are vested over a
predetermined  period.  There  were  no  options  granted  or  vested during the
current  period.

Professional  services expenses, consisting of consulting, accounting, audit and
tax  and  legal  expenses increased significantly by $455,714 in the nine months
ended  June 30, 1998, compared to the nine months ended June 30, 1997, primarily
due  to  $320,094 in consulting fees for Solomon Smith Barney in connection with
the attempted Preferred  Stock  Restructuring. These  fees  were  capitalized as
deferred  charges  in  the  previous  quarter  ended  March 31, 1998. Legal fees
increased  $162,131  primarily  due to costs associated with the Preferred Stock
Restructuring  and  related  to  NASDAQ  issues. Accounting fees decreased a net
$34,458  due  reduced  acquisition  and  financing activities by the Company for
the  nine months ended  June 30, 1998 compared to the same period ended in 1997.

Mineral  exploration  expenses  decreased  $289,276 during the nine months ended
June  30,  1998, compared to  the same period ended June 30, 1997.  In addition,
expenses  related to mergers and acquisitions decreased $145,229 during the nine
months  ended  June  30,  1998  compared to the same period ended June 30, 1997.
These  significant decreases reflect the Board's decision to reduce expenses for
exploration  and  M&A.

With  respect  to non-operating activities, the Company no longer accrued a loss
from  WaterPur International Inc. ("WaterPur") as a result of divesting its debt
and equity holdings in WaterPur at September 30, 1997.  The Company consolidates
the  financial  results of CII, a 55% owned subsidiary, which incurred a loss of
$272,678  for  the  nine  months  ended  June  30,  1998.  Accordingly, minority
interest's share of the Subsidiary's loss amounted to $122,705 (or 45%).  During
the  nine  months  ended  June 30, 1998, the Company earned investment income of
$737,979  from  its  cash  and  marketable  securities  balances  compared to an
interest  income  of  $110,561  during  the same period in 1997. The increase of

<PAGE>

$627,418  in  interest  revenue  is  due  to higher cash balances in the Company
during  the  nine months ended June 30, 1998, as a result of the Preferred Stock
financings  completed  during  1997.

Included  in  the  Other Income (Expense) account is a  foreign exchange gain of
approximately  $256,000 and a restricted cash drawdown for a loan guarantee loss
of  $4,978,424.  The  loss  related  to a guarantee  provided by the Company for
certain  unrelated  third parties' short term loans.  The loans were advanced to
the third parties in May 1997 by two independent financial institutions and were
secured  by  certain  investment  accounts, which contained common shares of the
Company.  During  the  second  quarter  of  1998, the significant decline in the
Company's  share  price  had created an impairment in the value of the security.
As  a  result, the lenders of the loans proceeded to call the guarantee provided
by  the  Company  resulting  in  a  loss  to  the  Company.

Also  included  in  Other  Income (Expense) is a write down in the value of the
Company's Investment in WPUR Convertible Preferred Shares.  Due to a significant
and  prolonged  decrease  in the market value of WPUR's common stock, management
has determined there to be an impairment in the value of its investment in WPUR.
Thus,  the  Investment  in  WPUR  has  been  written  down  to  market  value of
approximately  $1,422,000  resulting  in  a  writedown  of  $3,152,368.  The
corresponding  dividend  payable  has  also  been  decreased  by  $3,152,368  to
$1,422,000 in order to reflect the decrease in value of the investment (See Note
5  in  the  Notes  to  Condensed  Financial  Statements  for  further details) .

THREE  MONTHS  ENDED  JUNE  30, 1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1997

Revenues  for  the three months ended June 30, 1998 were $1,240,077 representing
the  sale of approximately 4,190 ounces of gold produced in Zimbabwe compared to
$1,025,537  for the three month period ended June 30, 1997 representing the sale
of  approximately  2,977  ounces  of  gold  produced.  As  discussed  above, the
increase  in  gold  output  was  the result of the Company's program to increase
product.  The  average selling price of gold for the three months ended June 30,
1998  was  $296 per ounce compared to an average selling price of $345 per ounce
in  the  three  months  ended  June  30,  1997.

The  overall  increase  in  production  of 1,213 ounces of gold (41%) during the
three months ended June 30, 1998 compared to the same period in 1997 resulted in
increased  revenues of  approximately $359,000. This was offset by a decrease in
the  price  of  gold  of  $49 per ounce or $145,000. The net effect is that gold
sales  increased  by  approximately  $214,000.

Costs  associated with mineral operations amounted to $868,028 (or approximately
$207  per  ounce  of  gold) for the three months ended June 30, 1998 compared to
$1,011,879  (or  approximately  $340  per  ounce of gold) for the same period in
1997,  a  decrease  of  $143,851 (or 14%). The cost of production for the  three
months  ended  June,  30,  1997  included  significant  start-up  costs.  The
significantly  lower  average  cost  of production during the three months ended
June  30,  1998  is  the  result  of  improved  operating  techniques,  the
implementation  of  a  cost  reduction  program  and  the Company's decision, in
response to the recent decline in gold prices, to extract gold from surface ores
and  tailings  that  require  lower processing costs.  The Company believes this
strategy should allow it to continue its mining operations on a profitable basis
in  the  foreseeable  future.


General  and  administrative  expenses (G&A)  were $261,840 for the three months
ended  June  30,  1998, compared to $358,004 for the three months ended June 30,
1997,  a  decrease  of  $96,164  (27%).  Certain expenses have shown significant
decreases,  partly  due  to  the Company's efforts to reduce costs. The investor

<PAGE>

relations  expense  and  conference  and  seminars  decreased  by  $110,989  and
$28,561 respectivily during the three months ended June 30, 1998 compared to the
three months ended June 30, 1997 as the Company had incurred expenses related to
the  Preferred  Stock  financing  in  1997.  Travel  expenses decreased  $37,697
during  the  three  months ended June 30, 1998 compared to the same period ended
June  30, 1997 primarily due to less travel to Africa.  The Company continued to
absorb  G&A  costs  attributable  to  activities  related  to  CII,  a 55% owned
subsidiary,  which  was  formed during 1997 to explore business opportunities in
the  CIS.  CII  incurred $68,726 in G&A comprised primarily of travel and salary
expenses  incurred for staff in the CIS during the three month period ended June
30,  1998.  These  expenses  are not expected to recur in future quarters due to
the  proposed  sale  of  the  Company's  interest  in  CII.  Salaries  and wages
increased  $31,802  during  the three months ended June 30, 1998 compared to the
same  period  in  1997  due  to  adjustments  to  salary  levels.

Professional  services expenses, consisting of consulting, accounting, audit and
tax  and  legal expenses increased significantly by $431,579 in the three months
ended June 30, 1998, compared to the three months ended June 30, 1997, primarily
due  to  $320,094  in  consulting  fees  for Solomon Smith Barney related to the
attempted Preferred Stock Restructuring. These fees were capitalized as deferred
charges  in  the  previous quarter ended March 31, 1998. Legal fees increased by
$93,501 primarily due to costs associated with the Preferred Stock Restructuring
and  related  to  NASDAQ issues.  Accounting fees increased a net $30,895 during
the  quarter  ended  June 30, 1998  compared to the same period in 1997 due to a
special  audit  performed  during  the  attempt  to  effect  the Preferred Stock
Restructuring.

With  respect  to  non-operating  activities for the three months ended June 30,
1998,  minority  interest share of CII's loss amounted to $41,162 representing a
45%  share  of  the  total  CII  loss  of  $91,471.

Included  in  Other  Income  (Expense)  is  a  write  down  in the value of the
Company's Investment in WPUR Convertible Preferred Shares.  Due to a significant
and  prolonged  decrease  in the market value of WPUR's common stock, management
has determined there to be an impairment in the value of its investment in WPUR.
Thus,  the  Investment  in  WPUR  has  been  written  down  to  market  value of
approximately  $1,422,000  resulting  in  a  writedown  of  $3,152,368.  The
corresponding  dividend  payable  has  also  been  decreased  by  $3,152,368  to
$1,422,000 in order to reflect the decrease in value of the investment (See Note
5  in  the  Notes  to  Condensed  Financial  Statements  for  further details) .

The  Company  earned  investment income of $162,426 from its cash and marketable
securities  balances  compared to an interest income of $125,179 during the same
period  in  1997.  Included  in the Other Income (Expense) account was a foreign
exchange  gain  of  approximately  $256,000  for the three months ended June 30,
1998  compared  to  the  same  period  in  1997.

CAPITAL  RESOURCES  AND  LIQUIDITY

At  June  30, 1998, the Company had a net working capital balance of $6,784,353.
Management anticipates that the net use of cash will diminish in Zimbabwe as the
current  mining  operations have attained profitability during the third quarter
ended  June  30,  1998.  As  at  June  30, 1998, the Company spent approximately
$3,600,000  on  the  current  phase  of  expansion  and  anticipates  spending
approximately  $700,000  during the remainder of the fiscal year ended September
30,  1998,  on  capital expenditures related to refurbishing and construction of
mining  and  mineral  processing  facilities,  as well as on projects related to
power  supply,  water  supply  and  housing.  In  addition, the Company must pay
approximately  $500,000 in September 1998, as the final payment for property and

<PAGE>

related  equipment  purchased  in  1996  for the Zimbabwe mining operations. The
Company  will use current cash and cash equivalents to fund on-going projects in
the  short  term  and anticipates that it will be able to secure additional debt
and/or  equity  financing  to fund longer term projects although there can be no
assurance  that  any  such financing will be secured or the amounts thereof.  As
discussed  previously,  the  Company has adopted a policy to reduce expenses for
exploration  mergers  & acquisitions, and travel expenses  until improvements in
gold  prices  occur.  As  a result, future cash requirements for such activities
are  expected  to  be  lower  than  in  prior  periods.

During  the nine months ended June 30, 1998 with respect to non-recurring use of
cash, the Company used $2,037,157 to purchase 405,500 shares of its common stock
and  used  $4,978,424  in  connection with a restricted cash drawdown for a loan
guarantee  loss.

Net  Cash  Used  in Operating Activities.  Net cash used in operating activities
was  $7,755,588  for the nine months ended June 30, 1998.  The amount included a
restricted  cash drawdown for a loan guarantee loss of $4,978,424 and was net of
a charge of $517,724 related to such non-cash items as depreciation, depletion &
amortization.  Included in operating, activities was a write down of $3,152,368
due to a decrease in the market value of the investment. Use  of  cash as a 
result of  changes in working capital accounts during  the  current  period  
included:  an  increase  of  $217,751  in accounts receivable  in  Zimbabwe; 
and  decrease  $2,248,016,  primarily due to accounts payable payments for 
certain marketable securities purchased in September, 1997. Other  working  
capital  accounts  involved  a  net  cash  use  of  $83,940.

Net  Cash  Used  in Investing Activities.  Net cash used in investing activities
was  $3,312,355  for  the nine months ended June 30, 1998 due to the purchase of
property  and  equipment  of  $3,648,716  primarily  at  the  Zimbabwe  mining
properties.  In  addition,  the  Company  received proceeds of $336,361 from the
sale  of  marketable  securities  as  part  of its on-going portfolio investment
activities.

Net  Cash  Used  in Financing Activities.  Net cash used in financing activities
was  $1,984,280  for the nine months ended June 30, 1998.   The Company received
$5,074,659  from the release of the restricted cash account, which was set up as
collateral for its guarantee in connection with certain unrelated third parties'
loans.  As  discussed  previously,  the  Company  recorded  a corresponding loan
guarantee  loss  of  $4,978,424  during  the  second  quarter.  The Company used
$2,037,157  to buy back its common shares during the first three months in 1998.
In addition, the Company paid $4,966,160 to the bank to repay the full amount of
the  Credit  Facility.

OTHER


On February 16, 1998 the Company entered into an agreement with Salomon Brothers
Inc.  and  Smith  Barney  Inc. ( collectively, "Salomon Smith Barney") to render
certain  financial  advisory  and  investment  banking  services to the Company.
Included in the services to be provided was advice on strategic alternatives and
implementation of  the proposed restructuring of the First Convertible Preferred
Stock. The Company paid a retainer fee of $150,000 on execution of the agreement
and  must pay additional monthly fees of $40,000.  In addition, the Company  may
be  liable  for  a success fee of $1,000,000 plus 7.5% of the post restructuring
Total  Enterprise  Value  ("TVE")  ("the  Preferred Stock Restructuring") of the
Company  is  between $30,000,000 and $75,000,000 and 10% of the TVE in excess of
$75,000,000.  An  additional  $1,000,000  if  the  average  closing stock price,
before  adjusting for stock splits is greater than $1.00 per share plus $100,000
for  every  $0.25  the  per  share  stock  price  exceeds  $1.00.

The  TVE  of the Company referred to in the previous paragraph is a defined term
in  the agreement with Salomon Smith Barney which means the market values of all
sources  of  capital  used  to fund the assets of the Company including, but not

<PAGE>

limited  to,  all  forms of debt, preferred securities, warrants, stock purchase
rights, convertible securities, minority interest, all forms of equity including
common  equity  and dividends or distributions paid after January 31, 1998, less
cash.

The  Company  terminated the agreement with Solomon Smith Barney in April, 1998,
as  a  successful restructuring agreement was not  negotiated with the Preferred
Stockholders.  The  Company  intends  to  contest  any  claim for payment of any
success fee although  no assurance can be given that the Company will prevail in
its  position.


Preferred  Stock  Restructuring


On  May  6,  1998,  the  Company  presented  a  new  proposal  to  the Company's
Convertible  Preferred Shareholders seeking approval for a revised restructuring
proposal  as  follows:

(1)     To  establish a fixed conversion price of $0.04 per Common Share for all
conversion  notices  received  after  the  proposal is approved by the Preferred
Shareholders;

(2)     To  grant to the Preferred Shareholders voting rights on an as converted
basis,  subject  to  approval  by  the  Company's  Common  Shareholders;  and

(3)     To  permit  the  Company  to redeem the Preferred Stock at the following
redemption  prices  plus  accrued  and  unpaid dividends, if redeemed during the
twelve  months  beginning  January  1,  1998  -  $25;  1999  - $32.50; 2000-$35;
2001-$40;  and  $40  per  share  thereafter.

On  May  18,  1998,  the  Preferred  Shareholders  approved  the  restructuring
proposal.  The  Company  intended  to  send  out a proxy statement to its Common
Shareholders seeking their approval of the above voting rights for the Preferred
Shareholders  and  a  fifty-to-one  reverse  split  of  the  Common  Stock.
<PAGE>
However, the Company received notification from NASDAQ that it was in default of
certain  requirements.  The  Company requested a hearing with NASDAQ and pending
the  results  of  the  heaing  it  postponed  obtaining approval from the Common
Shareholders.  As  the  hearing  was  not completed within 60 days following the
Preferred  Shareholder  approval  the  fixed  conversion  price  is no longer in
effect.  

NASDAQ  Listing

On  July  31,  1998,  the  Company received a notice from NASDAQ that the NASDAQ
Listings Qualifications Panel "the Panel" has made a determination to delist the
Company's  Common Stock from The NASDAQ Stock Market effective with the close of
business,  July  31,  1998.  The  Panel made its decision to delist based on its
lack  of  confidence  in  the  Company's  ability to meet and maintain a minimum
$1.00 per share bid price subsequent to putting into effect the proposed reverse
stock  split.  The Panel also noted that the Company does not currently meet the
market  maker  requirement  for  trading  of  its  shares.

The  NASDAQ  Listing  and  Hearing  Review Council "Listing Council" may, on its
motion, determine to review any Panel decision within 45 calendar days after the
issuance  of  the written decision.  If the Listing Council determines to review
this decision it may affirm, modify, reverse, dismiss, or remand the decision to
the  Panel.  The  Company has 15 days from the date of the delisting decision to
request the Listing Council review its  decision, which the Board has determined
to  do.

The  Company has no assurance that it will be relisted on NASDAQ. In the interim
the  securities of the Company may be eligible  to trade on the Over the Counter
("OTC")  Bulletin  Board.

<PAGE>

Pursuant  to  Section  1.4  of  the  Preferred  Stock Investment Agreements, the
Company  shall  pay the Investor (preferred shareholder) a penalty in cash of an
amount  equal  to  3%  of the total Purchase Price of Shares and any Registrable
Securities  then held by the Investor during any period in excess of thirty days
that the Common Stock of the Company are not listed and traded on NASDAQ or on a
national  securities  exchange.  The  payment  must  be made not later than five
business  days  after  the  end  of the 30-day period with respect to which such
payment  is  due  and if not so paid the Preferred Shares shall be redeemable at
the  option  of  the holder at their liquidation preference divided by 100% less
the  Applicable  Percentage  set  forth  in  Schedule  I  of the Preferred Stock
Investment  Agreements (See the September 30, 1997 Form 10-K, Exhibits   10.10 &
10.11).

Given that the Company's Common Shares have been officially delisted from NASDAQ
on  July  31,  1998, a penalty of $ 810,000  maybe payable on September 4, 1998.
The  Company  is  engaged  in  discussions with certain holders of the Company's
Preferred  Stock  to  obtain a waiver of the penalty arising from the delisting.
However,  there are no assurances that the Company will be able to obtain such a
waiver.

Sale  of  Subsidiary

On  May  11, 1998, the Company reached an agreement in principle for the sale of
its  equity  interest  in  Casmyn  International Inc., a 55% owned subsidiary to
WaterPur International Inc. Documentation and finalization of the transaction is
still  subject  to  negotiation.

Short  Term  Borrowings

On  June  9,  1998, the bank exercised its right under the Facility Agreement to
require  immediate  repayment of the outstanding balance.  On June 11, 1998, the
Company  paid  $4,966,160  to  the  bank, thereby discharging its liability. The
assets  held in the Pledge Collateral account were subsequently liquidated.  The
Company  has  no  further  liability  to  the  bank.

Directors

On  August 1, 1998, the Company announced the resignation of Mr. Hanif Dahya and
Mr.  Sandro  Kunzle from the Board of the Directors, and the appointment of  Mr.
Alexander  L.  Cappello  and  Mr.  Mark  Zucher  to  the  Board  of  Directors.


<PAGE>

PART  II.  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

A.     Exhibits

       none

       Exhibit  27  --  FINANCIAL  DATA  SCHEDULE  (EDGAR  only)

B.     Forms  8-K

       none


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  thereunto  duly  authorized.

                                   Casmyn  Corp.



                              /s/  Debbie  Barfurth-Wood
August  14,  1998               By  _____________________________
                              Debbie  Barfurth-Wood,  Controller
                             (Duly  authorized and Principal Accounting Officer)