UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the transition period from ________ to _________
Commission file number: 0-14136
Aries Ventures Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-0987840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28720 Canwood Street, Suite 207, Agoura Hills, California 91301
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(Address of principal executive offices)
Issuer's telephone number: (818) 879-6501
Casmyn Corp.
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(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) has 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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [X] No [ ]
As of June 30, 2000, the Company had 3,533,177 shares of common stock
issued and outstanding.
Documents incorporated by reference: None.
-1-
ARIES VENTURES INC. (FORMERLY CASMYN CORP.) AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - June 30, 2000
(Unaudited) and September 30, 1999
Condensed Consolidated Statements of Operations
(Unaudited) - Three Months and Nine Months Ended June
30, 2000
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited) - Three Months and Nine Months Ended June
30, 2000
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Nine Months Ended June 30, 2000
Notes to Condensed Consolidated Financial Statements
(Unaudited) - Three Months and Nine Months Ended June
30, 2000
Item 2. Management's Discussion and Analysis or Plan of
Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Balance Sheets (Note 5)
June 30, September 30,
2000 1999
---------- ----------
(Unaudited)
ASSETS
CURRENT
Cash and cash equivalents $ 352,680 $ 2,276,351
Marketable securities 1,797,558 1,917,243
Accrued interest receivable 6,980 24,880
Prepaid expenses and other
current assets 107,354 -
---------- ----------
2,264,572 4,218,474
---------- ----------
PROPERTY AND EQUIPMENT 25,844 89,068
Less: accumulated depreciation
and amortization (2,921) (58,621)
---------- ----------
22,923 30,447
---------- ----------
OTHER
Investment in and advances to
discontinued subsidiary,
subsequently spun-off to
shareholders on July 1, 2000
(Notes 2 and 5) 656,752 15,643,825
Deposits 9,244 9,244
---------- ----------
$ 2,953,491 $19,901,990
========== ==========
(continued)
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Balance Sheets (continued) (Note 5)
June 30, September 30,
2000 1999
---------- ----------
(Unaudited)
LIABILITIES
CURRENT
Accounts payable $ 64,728 $ 112,212
Accrued liabilities 81,884 83,333
Common stock repurchase
obligation (Note 5) 53,413
Penalty on First Convertible
Preferred Stock (Note 4) - 4,917,207
---------- ----------
200,025 5,112,752
---------- ----------
REDEMPTION LIQUIDATION PREFERENCE
OBLIGATION TO HOLDERS OF FIRST
CONVERTIBLE PREFERRED STOCK (in
default) (Note 4) - 21,466,557
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' DEFICIENCY (Notes 1, 4 and 5)
Preferred stock, $0.01 par value
Authorized - 10,000,000 shares
Issued and outstanding - 0 shares
and 523,784 shares at March 31,
2000 and September 30, 1999,
respectively - -
Common stock, $0.01 par value
Authorized - 50,000,000 shares
Issued and outstanding -
3,533,177 shares and
243,578,142 shares at March
31, 2000 and September 30,
1999, respectively 35,332 9,743,126
Additional paid-in capital 2,891,186 53,511,948
Accumulated deficit (596,661) (66,782,715)
Accumulated other comprehensive
loss 423,609 (3,149,678)
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2,753,466 (6,677,319)
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$ 2,953,491 $19,901,990
========== ==========
See accompanying notes to condensed consolidated financial statements.
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended
June 30, 2000
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REVENUES $ -
----------
COSTS AND EXPENSES
General and administrative 198,623
Legal fees 39,762
Depreciation and amortization 2,922
Interest income (57,501)
Other expense 131
----------
183,937
----------
LOSS FROM CONTINUING OPERATIONS (183,937)
----------
REORGANIZATION COSTS (Note 5)
Administrative costs (21,476)
----------
LOSS FROM REORGANIZATION (21,476)
----------
LOSS FROM DISCONTINUED OPERATIONS
(Note 2) (391,248)
----------
NET LOSS $ (596,661)
==========
LOSS PER COMMON SHARE -
BASIC AND DILUTED (Note 1)
Loss from continuing operations $(0.05)
Loss from discontinued operations (0.11)
Loss from reorganization (0.01)
----
Loss applicable to common shareholders $(0.17)
====
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND
DILUTED (Note 1) 3,533,177
=========
See accompanying notes to condensed consolidated financial statements.
-5-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Three Months Ended
June 30, 2000
-------------
NET LOSS $ (596,661)
Other comprehensive income (loss):
Unrealized gain on marketable
securities 423,609
----------
COMPREHENSIVE LOSS $ (173,052)
==========
See accompanying notes to condensed consolidated financial statements.
-6-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Nine Months Ended
June 30, 2000
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REVENUES $ -
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COSTS AND EXPENSES
General and administrative 600,798
Legal fees 494,846
Stock option costs 49,974
Depreciation and amortization 8,700
Interest income (194,896)
Other expense 501
----------
959,923
----------
LOSS FROM CONTINUING OPERATIONS (959,923)
----------
REORGANIZATION COSTS (Note 5)
"Fresh-Start" accounting
adjustments to the carrying
value of assets and liabilities (17,604,326)
Legal fees (478,835)
Administrative costs (439,648)
----------
LOSS FROM REORGANIZATION (18,522,809)
----------
LOSS FROM DISCONTINUED OPERATIONS
(Note 2) (1,040,096)
----------
NET LOSS FROM OPERATIONS BEFORE
CHARGES RELATED TO FIRST
CONVERTIBLE PREFERRED STOCK (20,522,828)
Less: Penalty on First Convertible
Preferred Stock (Note 4) (798,771)
----------
NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS $(21,321,599)
==========
(continued)
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited) (continued)
Nine Months Ended
June 30, 2000
-------------
LOSS PER COMMON SHARE -
BASIC AND DILUTED (Note 1)
Loss from continuing operations $ (0.64)
Loss from discontinued operations (0.69)
Loss from reorganization (12.33)
Loss from charges related to First
Convertible Preferred Stock (0.53)
-----
Loss applicable to common shareholders $(14.19)
=====
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND
DILUTED (Note 1) 1,502,496
=========
See accompanying notes to condensed consolidated financial statements.
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Nine Months Ended
June 30, 2000
-------------
NET LOSS $(20,522,828)
Other comprehensive income (loss):
Unrealized loss on marketable
securities (22,209)
----------
COMPREHENSIVE LOSS $(20,545,037)
==========
See accompanying notes to condensed consolidated financial statements.
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Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
June 30, 2000
-------------
OPERATING ACTIVITIES
Net loss from operations before
charges related to First
Convertible Preferred Stock $(20,522,828)
Adjustments to reconcile net
loss to net cash used in
continuing operating activities:
Loss from discontinued
operations 1,040,096
"Fresh-Start" accounting
adjustments to the
carrying value of assets
and liabilities 17,604,326
Depreciation and amortization 8,700
Amortization of discount on
marketable securities (29,018)
Stock option costs 49,974
Changes in operating
assets and liabilities:
(Increase) decrease in:
Receivables 17,900
Prepaid expenses and
other current assets (107,354)
Increase (decrease) in:
Accounts payable (10,669)
Accrued liabilities 81,884
----------
Net cash used in continuing
operating activities (1,866,989)
----------
INVESTING ACTIVITIES
Purchases of property and
equipment (1,175)
Advances to discontinued
operations (182,000)
Proceeds from disposition
of marketable securities 126,493
----------
Net cash used in investing
activities (56,682)
----------
CASH AND CASH EQUIVALENTS:
Net decrease (1,923,671)
At beginning of period 2,276,351
----------
At end of period $ 352,680
==========
See accompanying notes to condensed consolidated financial statements.
-10-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months and Nine Months Ended June 30, 2000
1. Organization and Basis of Presentation
Basis of Presentation - The accompanying condensed consolidated financial
statements include the operations of Aries Ventures Inc. ("Aries"), a Nevada
corporation, the successor to Casmyn Corp., a Colorado corporation ("Casmyn"),
and its wholly-owned and controlled subsidiaries. Unless the context indicates
otherwise, Aries and its subsidiaries are collectively referred to herein as the
"Company". All intercompany accounts and transactions have been eliminated on
consolidation. The condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States.
Comments - The accompanying interim condensed consolidated financial statements
are unaudited, but in the opinion of management of the Company, contain all
adjustments, which include normal recurring adjustments, necessary to present
fairly the financial position at June 30, 2000, the results of operations for
the three months and nine months ended June 30, 2000, comprehensive loss for the
three months and nine months ended June 30, 2000, and cash flows for the nine
months ended June 30, 2000. The consolidated balance sheet as of September 30,
1999 is derived from the Company's audited financial statements.
Certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, although management of
the Company believes that the disclosures contained in these financial
statements are adequate to make the information presented therein not
misleading. For further information, refer to the consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1999, as filed with the
Securities and Exchange Commission.
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, disclosure of contingent
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.
The results of operations for the three months and nine months ended June 30,
2000 is not necessarily indicative of the results of operations to be expected
for the full fiscal year ending September 30, 2000.
Business - During the three months and nine months ended June 30, 2000, the
Company's only operating activities were conducted through its Zimbabwe
subsidiary, which is engaged in gold mining activities in Zimbabwe (a country
located in southern Africa). As a result of the Zimbabwe subsidiary being
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spun-off to all of the Company's shareholders effective July 1, 2000 (see Note
4), the Zimbabwe subsidiary's operations were classified for accounting purposes
as discontinued operations during the three months and nine months ended June
30, 2000.
The Company maintains its corporate offices in the United States. Financial
information with respect to the operations of the Zimbabwe subsidiary is
presented at Note 2.
Reclassification - Certain prior period amounts have been reclassified to
conform to the current year presentation.
Loss Per Share - Basic loss per share is calculated by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
loss per share is calculated assuming the issuance of common shares, if
dilutive, resulting from the exercise of stock options and warrants. These
potentially dilutive securities were not included in the calculation of loss per
share for the three months and nine months ended June 30, 2000 because the
Company incurred a loss during such periods and thus their effect would have
been anti-dilutive. Accordingly, basic and diluted loss per share are the same
for the three months and nine months ended June 30, 2000.
Due to the adoption of fresh-start reporting effective March 31, 2000, and the
terms and structure of the recapitalization of the Company pursuant to its
confirmed plan of reorganization, the Company has elected not to restate all
common share amounts for the 1-for-500 reverse split of outstanding shares of
common stock effective April 11, 2000. However, all per share amounts presented
herein, including the loss per common share for the three months and nine months
ended June 30, 2000, reflect the reverse stock split.
2. Discontinued Operations; Segment and Geographic Information
During the three months and nine months ended June 30, 2000, the Company,
through its discontinued Zimbabwe subsidiary (which was spun-off to all of the
Company's shareholders on July 1, 2000), operated in one business segment, gold
mining. The Zimbabwe subsidiary's operations have been presented for accounting
purposes as a discontinued operation in the financial statements. The Zimbabwe
subsidiary's mining operations produce gold that is required to be sold to the
Reserve Bank of Zimbabwe. During the three months and nine months ended June 30,
2000, the Zimbabwe subsidiary sold 2,656 ounces and 8,195 ounces of gold,
respectively. The gold mining operations in Zimbabwe as presented herein are a
discrete business entity and do not include the allocation of any expenses
incurred by the Company's United States corporate offices.
During the three months and nine months ended June 30, 2000, the Company
advanced $48,000 and $182,000, respectively, to or on behalf of the Zimbabwe
subsidiary's discontinued operations. The Zimbabwe subsidiary did not transfer
any funds to the Company during the three months and nine months ended June 30,
2000.
-12-
The Zimbabwe subsidiary recognizes revenue from the sale of gold production upon
the sale and delivery of gold bullion to the Reserve Bank of Zimbabwe.
Financial information with respect to the Zimbabwe subsidiary's gold mining
operations for the three months and nine months ended June 30, 2000 is presented
below.
Casmyn Mining Corporation
Statements of Operations (Unaudited)
Three Months Ended Nine Months Ended
June 30, 2000 June 30, 2000
------------- -------------
Revenues:
Gold sales $ 744,421 $ 2,349,834
---------- ----------
Costs and Expenses:
Mineral production 780,970 2,296,234
Depreciation, depletion
and amortization 302,002 933,944
General and administrative 57,941 197,406
Provision for reclamation
and remediation 7,977 24,585
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1,148,890 3,452,169
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Loss from operations (404,469) (1,102,335)
Other income, net 13,221 62,239
"Fresh-Start" accounting
adjustments to the
carrying value of assets
and liabilities - (14,067,076)
---------- ----------
Net loss $ (391,248) $(15,107,172)
========== ==========
-13-
Casmyn Mining Corporation
Balance Sheets
June 30, September 30,
2000 1999
---------- ----------
(Unaudited)
ASSETS
Current Assets:
Cash $ - $ 7,857
Trade receivable 153,598 257,080
Mining supplies 510,463 521,414
Prepaid expenses and other
current assets 3,088 34,214
---------- ----------
667,149 820,565
---------- ----------
Property and Equipment 992,919 18,140,799
Less: accumulated depreciation,
depletion and amortization (302,001) (2,811,242)
---------- ----------
690,918 15,329,557
---------- ----------
$ 1,358,067 $16,150,122
========== ==========
LIABILITIES AND SHAREHOLDER'S DEFICIENCY
Current Liabilities:
Bank overdraft $ 36,481 $ -
Accounts payable 369,880 250,081
Accrued liabilities 37,069 40,550
Reserve for reclamation and
remediation 257,885 233,300
---------- ----------
701,315 523,931
---------- ----------
Investments and advances by
parent company 26,940,197 26,734,886
---------- ----------
Shareholder's deficiency, net (26,283,445) (11,108,695)
---------- ----------
$ 1,358,067 $16,150,122
========== ==========
-14-
3. Legal Proceedings
In conjunction with the Company's bankruptcy proceedings (see Note 5), the
Company initiated litigation in courts in the United States, Canada and the
Bahamas against various members of former management and other persons and
entities. The Company also asserted claims against certain professional firms
that had previously provided legal and accounting services to the Company under
the auspices of former management.
During September 2002, the Company concluded legal settlements with respect to
all litigation and claims that it had been pursuing in various jurisdictions
against the Company's former officers, directors, auditors and legal counsel.
These legal settlements provided for aggregate lump-sum cash payments to the
Company of approximately $6,900,000, which resulted in net payments of
approximately $5,700,000, after deduction for contingency legal fees and other
related expenses.
The completion of the legal settlements terminated all litigation and claims
that the Company has been asserting against all of the settling defendants.
During February 2002, the Company settled all outstanding debts and claims that
it had against WaterPur International, Inc. ("WaterPur") in exchange for
1,000,000 shares of WaterPur common stock and warrants to purchase 250,000
shares of WaterPur common stock, exercisable for a period of three years at
$1.00 per share. The Company has not ascribed any value to such securities
because no fair market value was ascertainable and the previous investments in
WaterPur were written off in prior years as the Company deemed such investments
impaired. In conjunction with this settlement, the acquisitions previously
effected by WaterPur on May 10, 1999 were rescinded, and WaterPur acquired
Aquentium, Inc., an investment and holding company incorporated in the state of
Nevada, in a reverse merger transaction.
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4. Preferred Stock
On April 14, 1997, the Company completed the placement of 751,200 shares of
First Convertible Preferred Stock. An additional 83,467 shares of First
Convertible Preferred Stock were issued to Societe Generale in exchange for a
previously issued convertible debenture. On September 2, 1997, the Company
completed the placement of an additional 533,885 shares of First Convertible
Preferred Stock.
Each share of First Convertible Preferred Stock had a stated value of $25.00 per
share and was entitled to a dividend of 8% per annum, payable quarterly, to be
paid in additional shares of First Convertible Preferred Stock, and was
convertible into shares of common stock over a five year period at an increasing
discount to the market price of the common stock at the time of conversion,
subject to certain adjustments. The number of shares that could be converted by
a holder over a ten-month period beginning in July 1997 was limited to 10% per
month on a cumulative basis.
The Company had 523,784 shares of First Convertible Preferred Stock issued and
outstanding on September 30, 1999 and December 31, 1999. Pursuant to the
Preferred Stock Investment Agreements dated April 11, 1997 and September 2, 1997
(the "Investment Agreements"), a technical default occurred when the Company's
common stock was delisted from the NASDAQ SmallCap Market on July 31, 1998. The
Investment Agreements obligated the Company to pay the holders of the First
Convertible Preferred Stock a cash penalty of 3% of the total purchase price of
the Preferred Stock during any period in excess of 30 days that the Company's
common stock was not listed and traded on NASDAQ or a national securities
exchange. The Investment Agreements provided the holders of the First
Convertible Preferred Stock with the right to have their shares redeemed by the
Company at the adjusted liquidation preference plus accrued but unpaid dividends
if the 3% penalty was not paid within 30 days of when due.
As a result of the default caused by the delisting of the Company's common stock
from the NASDAQ SmallCap Market on July 31, 1998, which occurred under the
auspices of former management, the Company recorded a penalty with respect to
the First Convertible Preferred Stock of $798,771 for the three months ended
December 31, 1999, which was not paid. The accrued liability with respect to the
penalty on First Convertible Preferred Stock of $5,715,978 at December 31, 1999
was settled as part of the bankruptcy proceedings.
Since the right to require the Company to redeem the shares of First Convertible
Preferred Stock outstanding at September 30, 1999 was outside the control of the
Company, the carrying value of the outstanding shares of First Convertible
Preferred Stock at such date was recorded in the financial statements at their
redemption liquidation preference of $21,466,557, and such shares were
reclassified out of the shareholders' deficiency section of the balance sheet at
such date.
-16-
5. Restructuring and Reorganization; Application of Fresh-Start
Accounting; Spin-off of Resource
a. Restructuring and Reorganization
During the fiscal year ended September 30, 1999, as a result of various actions
and transactions authorized by former management over the past few years, the
Company encountered severe financial difficulties. These financial difficulties
included significant losses, dissipation of the Company's working capital and
managerial resources, delisting of the Company's common stock from the NASDAQ
SmallCap Market, and the Company's defaulting on certain obligations to the
holders of the First Convertible Preferred Stock (see Note 4). As a result of
these developments, the Board of Directors was reconfigured and new management
was appointed to address and resolve these problems, as described below.
During August 1998, the Board of Directors of the Company was reconfigured, with
two members resigning and four new members being appointed. On October 1, 1998,
Amyn S. Dahya resigned as President and Chief Executive Officer and was replaced
by Mark S. Zucker, one of the new directors.
During October and November 1998, the Company completely restructured its
management team, which then began a comprehensive review and evaluation of the
Company's existing business operations and capital structure, with the objective
of rationalizing the Company's capital structure and maximizing the entity value
for all of the Company's equity holders.
In October 1998, the Company began the implementation of a plan to streamline
its operations worldwide and divest all non-core business interests. By that
time, the Company's only significant remaining operations were its gold mining
operations in Zimbabwe. Accordingly, new management focused its operational
turnaround efforts on the Zimbabwe gold mining operations. The Company
implemented programs to evaluate ways to improve production and achieve
production efficiencies, increase gold reserves, reduce capital expenditures and
operating costs, maximize operating profits and operating cash flows, and
evaluate future opportunities. New management downsized the Company's executive
management and corporate staff, closed the Company's executive and
administrative offices in Vancouver, British Columbia, Canada, and relocated
them to Los Angeles, California, which resulted in substantial cost savings to
the Company.
On June 2, 1999, the holders of more than 10% of the outstanding shares of
common stock and the holders of more than 10% of the outstanding shares of First
Convertible Preferred Stock sent a letter to the Company's Board of Directors
proposing amendments to the Company's Articles of Incorporation and calling for
a special meeting of the Company's shareholders to consider a vote on such
amendments. The proposed amendments called for a 1-for-500 reverse stock split
of the common stock, a conversion of each share of First Convertible Preferred
Stock into 8.5 shares of post-reverse split common stock, and an increase in the
Company's authorized shares of capital stock. These amendments, had they been
approved by the Company's shareholders, would have resulted in the then current
-17-
holders of the First Convertible Preferred Stock owning approximately 90% of the
issued and outstanding shares of common stock following the completion of the
above-described reverse stock split and conversion. Management of the Company
responded to this proposal and engaged in extensive discussions with such
shareholders. The Company's Board of Directors ultimately made a determination
not to take a position or make a recommendation regarding this proposal.
On December 7, 1999, Casmyn filed for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California (the "Bankruptcy Court") in order to proceed with
an equity recapitalization. The Zimbabwe gold mining operations were owned by a
separate subsidiary of Casmyn which was not a part of the Chapter 11 bankruptcy
filing, and which continued to conduct business as usual during the bankruptcy
proceedings. Casmyn operated as debtor-in-possession during the bankruptcy
proceedings.
On March 31, 2000, the Bankruptcy Court confirmed the Debtor's Second Amended
Chapter 11 Plan of Reorganization (the "Plan"). The Bankruptcy Court entered its
Order Confirming Debtor's Second Amended Chapter 11 Plan of Reorganization on
March 31, 2000, resulting in the Plan becoming effective on April 11, 2000.
Pursuant to the Bankruptcy Court Order, the record date to determine the
distribution of cash and securities to common and preferred shareholders
entitled to receive consideration under the Plan was set as April 11, 2000.
Creditors and shareholders voted overwhelmingly to approve the Plan.
Pursuant to the confirmed Plan, all of the 523,784 shares of First Convertible
Preferred Stock outstanding were cancelled, and each cancelled share of First
Convertible Preferred Stock became convertible into 5.27 shares of common stock.
The shares of First Convertible Preferred Stock represented substantially all of
Casmyn's debt obligations, with aggregate claims in excess of $27,000,000. In
accordance with the Plan, creditors and preferred shareholders received
approximately 85% of the common equity, and existing common shareholders
received approximately 15% of the common equity, subject to certain adjustments
authorized by the Plan. Approximately 3,533,000 shares of common stock were
issued and outstanding upon implementation of the Plan.
The implementation of the Plan resulted in the Company's shareholders' equity
increasing by $11,361,875, from $(8,435,357) at December 31, 1999 to $2,926,518
at March 31, 2000, in spite of write-downs of $17,604,326 resulting from the
adoption of "fresh-start reporting" as of March 31, 2000.
In accordance with the Plan, on April 11, 2000, the Company effected a 1-for-500
reverse split of its 243,578,142 shares of common stock outstanding.
Shareholders owning less than 50,000 shares of common stock on April 11, 2000
were entitled to receive a cash payment of $1.00 per share after adjusting for
the 1-for-500 reverse stock split. Any certificates for old common and preferred
stock not presented to the Company's transfer agent by the close of business on
April 10, 2001 were automatically cancelled without any further notice or action
by the Company. In conjunction with the shares of common stock being issued to
-18-
preferred and common shareholders pursuant to the Plan, the Plan also authorized
the issuance of certain common stock purchase warrants to such recipients.
Pursuant to the confirmed Plan, the Company's common and preferred shareholders,
individually and as classes, were deemed to have transferred to the Company any
and all rights that they may have had, known and unknown, to sue the former or
present officers, directors, professionals, and agents of the Company for any
causes of action whatsoever relating to their acts, conduct or responsibilities
with respect to the Company and arising from 1994 forward. In addition, during
March 2000, the Company acquired certain rights to assert claims and to sue
certain individuals and entities from the placement agent of the Company's First
Convertible Preferred Stock.
On April 28, 2000, in accordance with the Plan, Casmyn was merged with and into
Aries Ventures Inc. ("Aries"), with Aries being the surviving corporation. Aries
was incorporated in Nevada on April 21, 2000 as a wholly-owned subsidiary of
Casmyn for this purpose.
On May 18, 2000, the name of the Company's subsidiary incorporated in the state
of Nevada to own the Company's mining investments and properties was changed
from Goldco Ltd. to Resource Ventures, Inc. ("Resource").
On June 1, 2000, the Bankruptcy Court approved and entered an Order Authorizing
Non-Material Modification of Debtor's Second Amended Chapter 11 Plan of
Reorganization (the "Modification Order"). The Modification Order authorized the
Company to bypass the issuance of "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 in Zimbabwe.
Pursuant to the Modification Order, effective July 1, 2000, the Company's Board
of Directors authorized the distribution of all of the shares of common stock of
Resource 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 received one share of common stock and one common stock
purchase warrant (designated as the "Series A" warrants) in Aries and Resource,
respectively. Each Series A warrant entitled the holder to purchase one share of
common stock at $6.00 per share through April 11, 2001, which was subsequently
extended to October 11, 2003.
When new management was appointed on October 1, 1998, the Company had a
shareholders' deficiency of approximately $(21,600,000). Between October 1998
and September 2002, as a result of new management's successful efforts to
restructure and recapitalize the Company and to pursue various legal claims, the
Company's shareholders' equity increased by over $26,000,000, to approximately
$4,700,000 at September 30, 2002, which consists primarily of cash (see Note 3).
In addition, shareholders of record on July 1, 2000 received an identical equity
interest in the Company's former mineral assets, consisting primarily of the
Zimbabwe gold mining properties, through the spin-off of the Company's former
Nevada subsidiary.
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b. Accounting Adjustments as a Result of Confirmation of Plan, Adoption
of Fresh-Start Reporting and Spin-off of Resource
As a result of confirmation of the Plan on March 31, 2000, the Company adopted
"fresh-start reporting" pursuant to the guidance provided by the American
Institute of Certified Public Accountants Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code". The Company
adopted fresh-start reporting effective March 31, 2000. Fresh-start reporting
assumes that a new reporting entity has been created and requires that assets
and liabilities be adjusted to their "fair value" in conformity with the
procedures specified by Accounting Principles Board Opinion No. 16, "Business
Combinations". In conjunction with the revaluation of the assets and
liabilities, a reorganization value for the Company was determined which
generally approximated its fair value before considering any debt and
approximated the amount a willing buyer would pay for the assets of the Company
after reorganization. Under fresh-start reporting, the reorganization value of
the Company was allocated to all of its assets. The Company "pushed-down" the
impact of fresh-start reporting to the Zimbabwe subsidiary.
Significant adjustments to the Company's consolidated financial statements as a
result of confirmation of the Plan on March 31, 2000, adoption of fresh-start
reporting and distribution of all of the shares of Resource are summarized as
follows: (i) all of the 523,784 shares of First Convertible Preferred Stock
outstanding were cancelled, and each cancelled share of First Convertible
Preferred Stock became convertible into 5.27 shares of common stock under the
Plan. Approximately $27,589,000 of liabilities, consisting of delisting charges
of $6,122,000 and contractual redemption amounts of $21,467,000 related to the
First Convertible Preferred Stock, were liquidated by the cancellation of the
shares of First Convertible Preferred Stock and their conversion into common
stock under the Plan; (ii) a 1-for-500 reverse split of the 243,578,142 shares
of common stock outstanding was effected on April 11, 2000. Shareholders owning
less than 50,000 shares of common stock were entitled to receive a cash payment
of $1.00 per share after adjusting for the 1-for-500 reverse stock split. The
Company disbursed $53,413 in this regard; (iii) accumulated deficit at March 31,
2000 of $87,507,653 was eliminated against additional paid-in capital; (iv)
based in part on the advice of a mining consulting firm, the Company's assets,
consisting primarily of property and equipment owned by the Company's Zimbabwe
subsidiary and utilized in gold mining operations in Zimbabwe, were reduced to a
net fair value of approximately $1,000,000 at March 31, 2000, resulting in a
charge to operations of approximately $17,600,000 at March 31, 2000, as a result
of various factors related to the operations of the Company's subsidiary in
Zimbabwe, including political instability, economic uncertainties, operational
difficulties, a lack of comparable transactions, and various other risks.
Subsequent to March 31, 2000, the political and economic environment in Zimbabwe
has continued to deteriorate; (v) direct incremental costs of the bankruptcy
reorganization aggregated approximately $931,000, consisting of legal fees of
$482,000 and administrative costs (including management bonuses) of $449,000,
which were charged to operations at March 31, 2000; (vi) effective July 1, 2000,
the Company's Board of Directors authorized the distribution of all of the
shares of common stock of Resource to the Company's shareholders of record on
April 11, 2000. Accordingly, shareholders entitled to exchange their old
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securities for new securities pursuant to the Plan received one share of common
stock and one common stock purchase warrant (designated as the "Series A"
warrants) in Aries and Resource, respectively. Approximately 3,533,000 shares of
common stock and 3,533,000 Series A warrants were issued and outstanding in
Aries and in Resource upon implementation of the Plan; (vii) in conjunction with
the distribution of the shares of Resource on July 1, 2000, the Company
transferred all of its mining assets and operations, including related
liabilities, with an adjusted net book value of approximately $1,000,000, and
$250,000 cash to Resource. Aries retained cash and investments of approximately
$2,150,000 at June 30, 2000, as well as certain litigation rights; and (viii)
the implementation of the Plan resulted in the Company's shareholders' equity
increasing by $11,361,875, from $(8,435,357) at December 31, 1999 to $2,926,518
at March 31, 2000, in spite of write-downs of $17,604,326 resulting from the
adoption of "fresh-start reporting" as of March 31, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2000 contains "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, including statements that include the
words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, but are not limited to, statements
concerning the Company's expectations regarding its working capital
requirements, financing requirements, business prospects, and other statements
of expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. The forward-looking statements in this Quarterly Report on Form 10-QSB
for the quarterly period ended June 30, 2000 involve known and unknown risks,
uncertainties and other factors that could cause the actual results, performance
or achievements of the Company to differ materially from those expressed in or
implied by the forward-looking statements contained herein.
General Overview:
As of July 1, 2000, the Company had no business operations. The Company's
efforts are focused on seeking a new business opportunity, seeking recovery
from its litigation and claims against former management and certain other
entities (which effort was successfully concluded in September 2002), and
maintaining the corporate entity. The acquisition of a new business opportunity
may result in a change in name and in control of the Company.
During the three months and nine months ended June 30, 2000, the Company's only
operating activities were conducted through its Zimbabwe subsidiary, which is
engaged in gold mining activities Zimbabwe (a country located in southern
Africa). As a result of the Zimbabwe subsidiary being spun-off to all of the
Company's shareholders effective July 1, 2000, the operations of the Zimbabwe
subsidiary were classified for accounting purposes as discontinued operations
during the three months and nine months ended June 30, 2000.
Financial information with respect to the Zimbabwe subsidiary for the three
months and nine months ended June 30, 2000 is presented subsequently as part of
the discussion of discontinued operations. The gold mining operations in
Zimbabwe as presented herein are a discrete business entity and do not include
the allocation of any expenses incurred by the Company's United States corporate
offices.
Results of Operations:
Three Months Ended June 30, 2000:
Continuing Operations:
General and Administrative. General and administrative expenses were $198,623
for the three months ended June 30, 2000. Significant components of general and
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administrative expenses include management and directors' compensation,
insurance costs, shareholders' expenses and office expenses. These costs were
incurred to manage the discontinued operations, maintain the corporate
structure, pursue legal claims and restructure the Company.
Legal Fees. Legal fees were $39,762 for the three months ended June 30, 2000,
reflecting efforts to restructure the Company and investigate and evaluate
potential legal claims.
Depreciation and Amortization. Depreciation and amortization was $2,922 for the
three months ended June 30, 2000.
Interest Income. Interest income was $57,501 for the three months ended June 30,
2000.
Other Expense. Other expense was $131 for the three months ended June 30, 2000.
Loss From Continuing Operations. The loss from continuing operations was
$183,937 for the three months ended June 30, 2000.
Reorganization Costs. Reorganization costs related to the bankruptcy proceedings
aggregated $21,476 for the three months ended June 30, 2000.
Loss From Discontinued Operations. The loss from discontinued operations for the
three months ended June 30, 2000, consisting of the results of operations of the
Zimbabwe subsidiary, was $391,248. This loss does not include the allocation of
any expenses incurred by the Company's United States corporate offices.
Net Loss. The net loss for the three months ended June 30, 2000 was $596,661.
Discontinued Operations:
The gold mining operations in Zimbabwe are operated as a separate business
entity by local management and do not include the allocation of any expenses
incurred by the Company's United States corporate offices.
Revenues. Revenues from gold sales for three months ended June 30, 2000 were
$744,421. During the three months ended June 30, 2000, 2,656 ounces of gold were
sold at an average price of $280 per ounce.
Mineral Production. Mineral production costs for the three months ended June 30,
2000 were $780,970 or 104.9% of revenues. The average direct production cash
cost per ounce of gold was $294 for the three months ended June 30, 2000.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization expense was $302,002 for the three months ended June 30, 2000.
General and Administrative. General and administrative expenses were $57,941 for
the three months ended June 30, 2000.
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Provision for Reclamation and Remediation. During the three months ended June
30, 2000, the Zimbabwe subsidiary recorded a provision for reclamation and
remediation of $7,977. The Zimbabwe subsidiary records additions to the
provision for reclamation and remediation based on ounces of gold produced.
Loss from Operations. The loss from operations was $404,469 for the three months
ended June 30, 2000.
Other Income. Other income was $13,221 for the three months ended June 30, 2000.
Net Loss. The net loss was $391,248 for the three months ended June 30, 2000.
Nine Months Ended June 30, 2000:
Continuing Operations:
General and Administrative. General and administrative expenses were $600,798
for the nine months ended June 30, 2000. Significant components of general and
administrative expenses include management and directors' compensation,
accounting fees, insurance costs, shareholders' expenses, travel and office
expenses. These costs were incurred to manage the discontinued operations,
maintain the corporate structure, pursue legal claims and restructure the
Company.
Legal Fees. Legal fees were $494,846 for the nine months ended June 30, 2000,
reflecting efforts to restructure the Company and investigate and evaluate
potential legal claims.
Stock Option Costs. Stock option costs were $49,974 for the nine months ended
June 30, 2000, and consisted of costs with respect to the cashless exercise
provision of an option to acquire First Convertible Preferred Stock granted to
an officer in January 1999.
Depreciation and Amortization. Depreciation and amortization was $8,700 for the
nine months ended June 30, 2000.
Interest Income. Interest income was $194,896 for the nine months ended June 30,
2000.
Other Expense. Other expense was $501 for the nine months ended June 30, 2000.
Loss From Continuing Operations. The loss from continuing operations was
$959,923 for the nine months ended June 30, 2000.
Reorganization Costs. Reorganization costs related to the bankruptcy proceedings
aggregated $18,522,809. For the nine months ended June 30, 2000, these costs
included an adjustment to reduce the Company's assets, consisting primarily of
property and equipment owned by the Company's Zimbabwe subsidiary and utilized
in gold mining operations in Zimbabwe, to net fair value of approximately
$1,000,000 at March 31, 2000 based on "fresh-start accounting", which resulted
in a charge to operations of $17,604,326. These costs also included direct
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incremental costs of $918,483, consisting of legal fees of $478,835 and
administrative costs (including management bonuses) of $439,648 for the nine
months ended June 30, 2000.
Loss From Discontinued Operations. The loss from discontinued operations for the
nine months ended June 30, 2000, consisting of the results of operations of the
Zimbabwe subsidiary, was $1,040,096. This loss does include the allocation of
any expenses incurred by the Company's United States corporate offices.
Net Loss From Operations Before Charges Related to First Convertible Preferred
Stock. The net loss from operations before charges related to First Convertible
Preferred Stock for the nine months ended June 30, 2000 was $20,522,828.
Net Loss Applicable to Common Shareholders. During the three months ended
December 31, 1999, the Company recorded a penalty on First Convertible Preferred
Stock of $798,771 related to the delisting of the Company's common stock from
NASDAQ on July 31, 1998. As a result, the net loss applicable to common
shareholders was $21,321,599 for the nine months ended June 30, 2000.
Discontinued Operations:
The gold mining operations in Zimbabwe are operated as a separate business
entity by local management and do not include the allocation of any expenses
incurred by the Company's United States corporate offices.
Revenues. Revenues from gold sales for nine months ended June 30, 2000 were
$2,349,834. During the nine months ended June 30, 2000, 8,195 ounces of gold
were sold at an average price of $287 per ounce.
Mineral Production. Mineral production costs for the nine months ended June 30,
2000 were $2,296,234 or 97.7% of revenues. The average direct production cash
cost per ounce of gold was $280 for the nine months ended June 30, 2000.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization expense was $933,944 for the nine months ended June 30, 2000.
General and Administrative. General and administrative expenses were $197,406
for the nine months ended June 30, 2000.
Provision for Reclamation and Remediation. During the nine months ended June 30,
2000, the Zimbabwe subsidiary recorded a provision for reclamation and
remediation of $24,585. The Zimbabwe subsidiary records additions to the
provision for reclamation and remediation based on ounces of gold produced.
Loss from Operations. The loss from operations was $1,102,335 for the nine
months ended June 30, 2000.
Other Income. Other income was $62,239 for the nine months ended June 30, 2000.
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"Fresh-Start" Accounting Adjustments to the Carrying Value of Assets and
Liabilities. As a result of confirmation of the Plan on March 31, 2000, the
Company adopted "fresh-start reporting" effective March 31, 2000, which resulted
in a charge to operations of $17,604,326, of which $14,067,076 was allocable to
the Zimbabwe subsidiary. The Company "pushed-down" the impact of fresh-start
reporting to the Zimbabwe subsidiary.
Net Loss. The net loss was $15,107,172 for the nine months ended June 30, 2000,
which included the previously described fresh-start accounting adjustments
pushed down to the Zimbabwe subsidiary.
Consolidated Financial Condition - June 30, 2000:
Liquidity and Capital Resources:
Overview. The Company had cash and cash equivalents of $352,680 at June 30,
2000, as compared to $2,276,351 at September 30, 1999, a decrease of $1,923,671.
As of June 30, 2000, the Company's working capital was $2,064,547, as compared
to a working capital deficit (including the liability for the penalty on First
Convertible Preferred Stock) of $894,278 at September 30, 1999, reflecting
current ratios of 11.3:1 and 0.83:1, respectively.
Operating. The Company's operations utilized cash resources of $1,866,989 during
the nine months ended June 30, 2000, primarily for various general and
administrative costs, legal fees and reorganization costs.
As of July 1, 2000, the Company had no business operations. The Company's
efforts were focused on seeking a new business opportunity, seeking recovery
from its litigation and claims against former management and certain other
entities (which effort was successfully concluded in September 2002), and
maintaining the corporate entity.
The Company anticipates that its working capital resources are adequate to fund
anticipated costs and expenses during the remainder of the fiscal year ending
September 30, 2000, including the costs related to the confirmation of the
Company's plan of reorganization.
Investing. During the nine months ended June 30, 2000, the Company utilized net
cash in investing activities of $56,682, consisting of advances of $182,000 to
or on behalf of the Zimbabwe subsidiary prior to its spin-off on July 1, 2000,
net of $126,493 received from the disposition of marketable securities and
$1,175 expended for the purchase of property and equipment.
As of June 30, 2000, the Company did not have any significant outstanding
commitments for capital expenditures.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In conjunction with the Company's bankruptcy proceedings, the Company initiated
litigation in courts in the United States, Canada and the Bahamas against
various members of former management and other persons and entities. The Company
also asserted claims against certain professional firms that had previously
provided legal and accounting services to the Company under the auspices of
former management.
During September 2002, the Company concluded legal settlements with respect to
all litigation and claims that it had been pursuing in various jurisdictions
against the Company's former officers, directors, auditors and legal counsel.
These legal settlements provided for aggregate lump-sum cash payments to the
Company of approximately $6,900,000, which resulted in net payments of
approximately $5,700,000, after deduction for contingency legal fees and other
related expenses.
The completion of the legal settlements terminated all litigation and claims
that the Company has been asserting against all of the settling defendants.
During February 2002, the Company settled all outstanding debts and claims that
it had against WaterPur International, Inc. ("WaterPur") in exchange for
1,000,000 shares of WaterPur common stock and warrants to purchase 250,000
shares of WaterPur common stock, exercisable for a period of three years at
$1.00 per share. The Company has not ascribed any value to such securities
because no fair market value was ascertainable and the previous investments in
WaterPur were written off in prior years as the Company deemed such investments
impaired. In conjunction with this settlement, the acquisitions previously
effected by WaterPur on May 10, 1999 were rescinded, and WaterPur acquired
Aquentium, Inc., an investment and holding company incorporated in the state of
Nevada, in a reverse merger transaction.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Changes in the basic underlying documents which define the rights of
security holders
In conjunction with the reorganization of the Company, the shares of
First Convertible Preferred Stock were cancelled and converted into
shares of common stock and common stock purchase warrants. In
addition, the Company was reincorporated from Colorado to Nevada, the
par value of the common stock was reduced from $0.04 to $0.01, the
authorized shares of preferred stock were reduced from 20,000,000
shares to 10,000,000 shares, and the authorized shares of common stock
were reduced from 300,000,000 shares to 50,000,000 shares.
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The Articles of Amendment of Articles of Incorporation of Casmyn
Corp., as filed with the State of Colorado, were filed as Exhibit 3.1
to the Company's Current Report on Form 8-K dated March 31, 2000, and
are incorporated herein by reference. The Articles of Incorporation
and Bylaws of Aries Ventures Inc., as filed with the State of Nevada,
were filed as Exhibits 3.1 and 3.3, respectively, to the Company's
Current Report on Form 8-K dated April 28, 2000, and are incorporated
herein by reference. The Articles and Plan of Merger of Casmyn Corp.
and Aries Ventures Inc., as filed separately with the States of Nevada
and Colorado, were filed as Exhibit 3.2 to the Company's Current
Report on Form 8-K dated April 28, 2000, and are incorporated herein
by reference.
(c) Sales of equity securities not registered under the Securities Act
In conjunction with the reorganization of the Company, the Company
issued shares of common stock and common stock purchase warrants. In
addition, pursuant to an order of the United States Bankruptcy Court,
the Company spun-off 100% of the shares of common stock of its
wholly-owned subsidiary, Resource Ventures, Inc., to the Company's
shareholders. As part of this spin-off, an equal number of common
stock purchase warrants of Resource Ventures Inc. were also
distributed. All of these securities were issued pursuant to Section
1145 of the United States Bankruptcy Code, which exempts the original
issuance of securities under a plan of reorganization from the
registration requirements of the Securities Act of 1933, as amended,
and applicable state law.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits required to be filed as part of this report is set
forth in the Index to Exhibits, which immediately precedes such
exhibits, and is incorporated herein by reference.
(b) Reports on Form 8-K
Three Months Ended June 30, 2000:
April 25, 2000 - The Company filed copies of the financial reports as
filed with the Office of the United States Trustee.
April 13, 2000, May 23, 2000 and June 19, 2000 - The Company reported
that the United States Bankruptcy Court confirmed the Company's Second
Amended Chapter 11 Plan of Reorganization, and other plan-related
developments.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARIES VENTURES, INC.
------------------------
(Registrant)
/s/ MARK S. ZUCKER
Date: December 23, 2002 By: ________________________
Mark S. Zucker
Chairman of the Board of
Directors
/s/ ROBERT N. WEINGARTEN
Date: December 23, 2002 By: ________________________
Robert N. Weingarten
President and
Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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99.1 Certification - Section 906 of the Sarbanes-Oxley Act of 2002
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