<PAGE>
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): August 18, 2000
Aries Ventures Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-14136 84-0987840
--------------- ------------ ----------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
28720 Canwood Street, Suite 207, Agoura Hills, California 91301
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 879-6501
Casmyn Corp.
-------------------------------------------------------------
(Former name or former address, if changed
since last report.)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective August 18, 2000, the Company retained Hollander, Lumer & Co.
LLP ("HL"), Sherman Oaks, California, as its new independent accountant to audit
the Company's financial statements. During the fiscal years ended September 30,
1998 and 1999, and the interim period from October 1, 1999 through August 18,
2000, the Company did not consult with HL regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements; or any matter that was either the subject of a disagreement (as
defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable
event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Deloitte & Touche LLP ("D&T"), Vancouver, British Columbia, Canada,
audited the Company's financial statements for the fiscal years ended September
30, 1997 and 1998. As a result of the retention of HL as the Company's new
independent accountant effective August 18, 2000, D&T was replaced as the
Company's independent accountant at that time. The decision to retain HL to
replace D&T as the Company's independent accountant was approved by the
Company's Board of Directors.
D&T's reports on the Company's financial statements for each of the
fiscal years ended September 30, 1997 and 1998 did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. However, D&T's report on the
Company's financial statements for the fiscal year ended September 30, 1998
contained supplementary comments. These supplementary comments indicated that,
although United States reporting standards for auditors require the addition of
an explanatory paragraph following the opinion paragraph when the financial
statements are affected by a significant uncertainty such as referred to in the
notes to the consolidated financial statements regarding the Company's ability
to continue as a going concern, reporting standards in Canada do not permit a
reference to such uncertainties in the auditor's report when the uncertainties
are adequately disclosed in the financial statements.
Under the auspices of new management, which assumed control of the
Company effective October 1, 1998, the Company filed for protection under
Chapter 11 of the United States Bankruptcy Code on December 7, 1999, in order
to implement a financial restructuring. The Company's Second Amended Chapter 11
Plan of Reorganization was confirmed by the United States Bankruptcy Court on
March 31, 2000. During and immediately prior to the period that the Company was
in bankruptcy proceedings, complete financial statements of the Company were not
prepared. Accordingly, D&T did not issue a report on the Company's financial
statements for the fiscal year ended September 30, 1999.
With respect to D&T's report on the Company's financial statements for
the fiscal year ended September 30, 1998, there were no disagreements with D&T
through the date such financial statements were publicly disseminated on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of D&T, would have caused it to make reference to the subject
matter of
2
<PAGE>
the disagreement(s) in connection with its report. However, subsequent to the
dissemination of D&T's report on the Company's financial statements for the
fiscal year ended September 30, 1998, and as part of the Company's bankruptcy
restructuring, the Company, in conjunction with its legal counsel, commenced a
review of the prior acts and conduct of D&T. The Company is continuing to
evaluate whether to pursue possible claims against D&T. As a result, a potential
conflict of interest developed with respect to D&T continuing as the
Company's independent accountant.
The Company provided D&T with a copy of the disclosures it is making in
response to Item 304(a) of Regulation S-K, and requested that D&T provide its
response letter, addressed to the United States Securities and Exchange
Commission, pursuant to Item 304(a)(3) of Regulation S-K. D&T responded by
indicating that it intends to provide its response letter within 10 business
days of the filing of this report. Upon receipt of such response letter, the
Company will amend this report to file such response letter as an exhibit.
The Company has provided HL with a copy of the disclosures it is making
in response to Item 304(a)(2) of Regulation S-K, and HL has indicated that no
response letter will be forthcoming.
3
<PAGE>
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.
Aries Ventures Inc.
------------------------
(Registrant)
Date: August 21, 2000 By: /s/ ROBERT N. WEINGARTEN
---------------------------
Robert N. Weingarten
Chief Financial Officer
4
