UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 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.) 1 ITEM 3. BANKRUPTCY OR RECEIVERSHIP On June 1, 2000, the United States Bankruptcy Court approved and entered an Order Authorizing Non-Material Modification of Debtor's Second Amended Chapter 11 Plan of Reorganization (the "Order"). The Debtor, Casmyn Corp., a Colorado corporation, is now known as Aries Ventures Inc., a Nevada corporation, and is referred to herein as the "Company". The Debtor's Second Amended Chapter 11 Plan of Reorganization (the "Plan") was confirmed by the United States Bankruptcy Court on March 31, 2000 and became effective on April 11, 2000. The Order authorized the Company to bypass the issuance of the New Goldco Warrants as provided for in the Plan, and instead to issue and distribute to its shareholders all or a majority of the common stock of the Company's wholly-owned subsidiary that owns the Company's mining investments and properties. On May 18, 2000, the name of the Company's subsidiary incorporated in the state of Nevada that owns the Company's mining investments and properties was changed from Goldco Ltd. to Resource Ventures, Inc. As a result of the foregoing, the Company's Board of Directors has authorized the spin-off of all of the shares of common stock of Resource Ventures, Inc. effective July 1, 2000, to the Company's shareholders of record on April 11, 2000. Accordingly, shareholders entitled to exchange their old securities for new securities pursuant to the Plan will receive one share of common stock and one common stock purchase warrant (hereinafter designated as the "Series A" warrants) in Aries Ventures Inc. and in Resource Ventures, Inc., respectively. The Order Authorizing Non-Material Modification of Debtor's Second Amended Chapter 11 Plan of Reorganization is attached hereto as Exhibit 2.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: Exhibit Number Description - ------ ----------- 2.1 Order Authorizing Non-Material Modification of Debtor's Second Amended Chapter 11 Plan of Reorganization 2 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: June 19, 2000 By: /s/ ROBERT N. WEINGARTEN ------------------------ Robert N. Weingarten Chief Financial Officer 3