UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

     For the quarterly period ended June 30, 2002

[ ]  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.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


               Nevada                               84-0987840
    -------------------------------           ----------------------
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)            Identification Number)


         28720 Canwood Street, Suite 207, Agoura Hills, California 91301
         ---------------------------------------------------------------
                    (Address of principal executive offices)


                    Issuer's telephone number: (818) 879-6501

                                 Not Applicable
               ---------------------------------------------------
         (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, 2002, the Company had 3,594,177 shares of common stock
issued and outstanding.

     Documents incorporated by reference: None.

                                      -1-
<PAGE>

                               Aries Ventures Inc.

                                      INDEX

PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Condensed Balance Sheets - June 30, 2002 (Unaudited) and
               September 30, 2001

               Condensed Statements of Operations (Unaudited) - Three Months and
               Nine Months Ended June 30, 2002 and 2001

               Condensed Statements of Comprehensive Loss (Unaudited) - Three
               Months and Nine Months Ended June 30, 2002 and 2001

               Condensed Statements of Cash Flows (Unaudited) - Nine Months
               Ended June 30, 2002 and 2001

               Notes to Condensed Financial Statements (Unaudited) -
               Three Months and Nine Months Ended June 30, 2002 and 2001

     Item 2.   Management's Discussion and Analysis or Plan of Operation


PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings

     Item 6.   Exhibits and Reports on Form 8-K


SIGNATURES

                                      -2-
<PAGE>

                               Aries Ventures Inc.
                            Condensed Balance Sheets
<TABLE>
<CAPTION>

                                            June 30,      September 30,
                                              2002             2001
                                           ----------       ----------
                                          (Unaudited)
<S>                                        <C>             <C>
ASSETS

CURRENT

  Cash and cash equivalents                $  115,707      $    68,616
  Marketable securities                        24,000           24,000
  Due from Resource Ventures, Inc.             45,865           77,393
  Prepaid expenses and other
    current assets                             63,468           43,378
                                           ----------       ----------
                                              249,040          213,387
                                           ----------       ----------

PROPERTY AND EQUIPMENT                         25,844           25,844
  Less:  accumulated depreciation

    and amortization                          (25,364)         (17,856)
                                           ----------       ----------
                                                  480            7,988
                                           ----------       ----------

OTHER

  Deposits                                      2,309            2,309
                                           ----------       ----------
                                          $   251,829      $   223,684
                                           ==========       ==========
</TABLE>

                                   (continued)

                                      -3-
<PAGE>

                               Aries Ventures Inc.
                      Condensed Balance Sheets (continued)
<TABLE>
<CAPTION>

                                            June 30,      September 30,
                                              2002             2001
                                           ----------       ----------
                                          (Unaudited)
<S>                                       <C>              <C>
LIABILITIES

CURRENT

  Accounts payable                        $    54,195      $   163,801
  Accrued liabilities                          94,516           22,039
  Notes payable                               500,000             -
                                           ----------       ----------
                                              648,711          185,840
                                           ----------       ----------


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.01 par value
  Authorized - 10,000,000 shares
  Issued and outstanding - None                  -                -
Common stock, $0.01 par value
  Authorized - 50,000,000 shares
  Issued and outstanding -
    3,594,177 shares at June 30,
    2002 and 3,533,177 shares
    at September 30, 2001                      35,942           35,332
  Additional paid-in capital                2,014,904        2,013,684
  Accumulated deficit                      (2,447,728)      (2,011,172)
                                           ----------       ----------
                                             (396,882)          37,844
                                           ----------       ----------
                                          $   251,829      $   223,684
                                           ==========       ==========

</TABLE>

            See accompanying notes to condensed financial statements.

                                      -4-
<PAGE>

                               Aries Ventures Inc.
                 Condensed Statements of Operations (Unaudited)
<TABLE>
<CAPTION>

                                 Three Months Ended June 30,
                                 ---------------------------
                                   2002               2001
                                   ----               ----

<S>                              <C>             <C>
REVENUES                         $    -          $       -
                                   -------            -------

COSTS AND EXPENSES
  General and
    administrative                 125,542            113,164
  Legal fees                        10,435             16,669
  Depreciation and
    amortization                     1,533              2,987
  Loss on disposition
    and write-down of
    Marketable
    Securities                        -                 3,000
  Interest expense                  15,420                667
  Interest income                     (588)            (1,938)
  Other expense                        470               -
                                   -------            -------
NET LOSS                         $(152,812)         $(134,549)
                                   =======            =======


LOSS PER COMMON SHARE -
  BASIC AND DILUTED                 $(0.04)            $(0.04)
                                      ====               ====


WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES
  OUTSTANDING - BASIC AND
  DILUTED                        3,594,177          3,533,177
                                 =========          =========

</TABLE>



            See accompanying notes to condensed financial statements.

                                      -5-
<PAGE>

                               Aries Ventures Inc.
             Condensed Statements of Comprehensive Loss (Unaudited)
<TABLE>
<CAPTION>

                                 Three Months Ended June 30,
                                 ---------------------------
                                   2002               2001
                                   ----               ----

<S>                              <C>                <C>
NET LOSS                         $(152,812)         $(134,549)

Other comprehensive income
  (loss)                              -                  -
                                   -------            -------
COMPREHENSIVE LOSS               $(152,812)         $(134,549)
                                   =======            =======

</TABLE>


            See accompanying notes to condensed financial statements.

                                      -6-
<PAGE>

                               Aries Ventures Inc.
                 Condensed Statements of Operations (Unaudited)
<TABLE>
<CAPTION>

                                  Nine Months Ended June 30,
                                  --------------------------
                                   2002               2001
                                   ----               ----

<S>                              <C>             <C>
REVENUES                         $    -          $       -
                                   -------            -------

COSTS AND EXPENSES
  General and
    administrative                 349,506            392,906
  Legal fees                        36,301             77,121
  Depreciation and
    amortization                     7,507              8,961
  Loss on disposition
    and write-down of
    marketable
    securities                        -               307,274
  Interest expense                  43,272              4,011
  Interest income                   (3,777)           (24,364)
  Other expense                      3,747              5,589
                                   -------            -------
NET LOSS                         $(436,556)         $(771,498)
                                   =======            =======



LOSS PER COMMON SHARE -
  BASIC AND DILUTED                 $(0.12)            $(0.22)
                                      ====               ====


WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES
  OUTSTANDING - BASIC AND
  DILUTED                        3,587,399          3,533,177
                                 =========          =========

</TABLE>


            See accompanying notes to condensed financial statements.

                                      -7-
<PAGE>

                               Aries Ventures Inc.
             Condensed Statements of Comprehensive Loss (Unaudited)
<TABLE>
<CAPTION>

                                  Nine Months Ended June 30,
                                  --------------------------
                                   2002               2001
                                   ----               ----

<S>                              <C>                <C>
NET LOSS                         $(436,556)         $(771,498)

Other comprehensive income
  (loss):
  Reclassification adjustment
    for unrealized gain
    included in net loss              -              (169,800)
                                   -------            -------
COMPREHENSIVE LOSS               $(436,556)         $(941,298)
                                   =======            =======

</TABLE>

            See accompanying notes to condensed financial statements.

                                      -8-
<PAGE>

                               Aries Ventures Inc.
                 Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                  Nine Months Ended June 30,
                                  --------------------------
                                   2002               2001
                                   ----               ----
<S>                              <C>                <C>
OPERATING ACTIVITIES
  Net loss                       $(436,556)         $(771,498)
    Adjustments to reconcile
      net loss to net cash
      used in operating
      activities:
        Depreciation and
          amortization               7,507              8,962
        Loss on disposition
          and write-down of
          marketable
          securities                  -               307,274
        Common stock issued
          for services               1,830               -
        Changes in operating
          assets and
          liabilities:
          (Increase)
            decrease in:
            Receivables               -                22,920
            Prepaid expenses
              and other
              current assets       (20,090)            28,171
            Decrease in
              other assets            -                 6,935
          Increase
            (decrease) in:
            Accounts payable      (109,605)           (86,103)
            Accrued liabilities     72,477             13,207
                                   -------            -------
  Net cash used in operating
    activities                    (484,437)          (470,132)
                                   -------            -------

</TABLE>

                                   (continued)

                                      -9-
<PAGE>

                               Aries Ventures Inc.
           Condensed Statements of Cash Flows (Unaudited) (continued)
<TABLE>
<CAPTION>

                                  Nine Months Ended June 30,
                                  --------------------------
                                   2002               2001
                                   ----               ----
<S>                              <C>                <C>
INVESTING ACTIVITIES
  Payments from Resource
    Ventures, Inc.               $  77,393          $ 226,244
  Increase in amount due from
    Resource Ventures, Inc.        (45,865)           (72,967)
  Proceeds from disposition
    of marketable securities          -                49,476
                                   -------            -------
  Net cash provided by
    investing activities            31,528            202,753
                                   -------            -------


FINANCING ACTIVITIES
  Decrease in common stock
    repurchase obligation             -               (48,909)
  Proceeds from notes payable      500,000               -
                                   -------            -------
  Net cash provided by (used
    in) financing activities       500,000            (48,909)
                                   -------            -------

CASH AND CASH EQUIVALENTS:
  Net increase (decrease)           47,091           (316,288)
  At beginning of period            68,616            488,783
                                   -------            -------
  At end of period               $ 115,707          $ 172,495
                                   =======            =======


</TABLE>

            See accompanying notes to condensed financial statements.

                                      -10-
<PAGE>

                               Aries Ventures Inc.
               Notes to Condensed Financial Statements (Unaudited)

            Three Months and Nine Months Ended June 30, 2002 and 2001

1.  Organization and Basis of Presentation

Basis of Presentation - The accompanying condensed financial statements include
the operations of Aries Ventures Inc., a Nevada corporation ("Aries" or the
"Company"), the successor to Casmyn Corp., a Colorado corporation ("Casmyn").
The condensed financial statements have been prepared in accordance with
generally accepted accounting principles in the United States.

Comments - The accompanying interim condensed 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, 2002, the results of operations for
the three months and nine months ended June 30, 2002 and 2001, comprehensive
loss for the three months and nine months ended June 30, 2002 and 2001, and cash
flows for the nine months ended June 30, 2002 and 2001. The balance sheet as of
September 30, 2001 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 financial statements and the
notes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2001, 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,
2002 is not necessarily indicative of the results of operations to be expected
for the full fiscal year ending September 30, 2002.

Business - The Company currently has 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
(see Note 3), 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.

                                      -11-
<PAGE>

Restructuring and Recapitalization - 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.

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 ended December 31, 2001 and 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, 2002 and 2001.

Reverse Stock Split - All common share and per share amounts presented herein
reflect the 1-for-500 reverse split of outstanding shares of common stock
effective April 11, 2000.

2.  Notes Payable

During October 2001, the Company borrowed $500,000 pursuant to unsecured notes
payable, with interest at 12% per annum, both principal and interest payable on
September 30, 2002. The lender also received 85,000 Class A common stock
purchase warrants that had been originally issued to an affiliate of the
Company. The Company was obligated to pay the notes from the net proceeds
received by the Company from the settlement of its legal claims against other
parties that aggregated in excess of $500,000. During August 2002, the notes
were paid in full, with interest. Since the exercise price of the Series A
common stock purchase warrants was substantially in excess of the market value
of the underlying common stock, the warrants had nominal intrinsic value, and
therefore no accounting value was ascribed to the warrants for financial
statement purposes.

3.  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.

                                      -12-
<PAGE>

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.

4.  Due from Resource Ventures, Inc.

Effective July 1, 2000, pursuant to an order of the Bankruptcy Court, the
Company spun-off and distributed to its shareholders all of the common stock of
Resource Ventures, Inc., a Nevada corporation ("Resource"), the Company's former
wholly-owned subsidiary, which is engaged in gold mining activities in Zimbabwe
(a country in southern Africa). During the nine months ended June 30, 2002 and
2001, the Company allocated certain common corporate services to Resource
aggregating $45,865 and $72,967, respectively. As of June 30, 2002 and September
30, 2001, amounts due from Resource aggregated $45,865 and $77,393,
respectively. During May 2002, Resource paid the Company the September 30, 2001
balance due of $77,393.

5.  Issuance of Securities

Effective November 1, 2001, the Company issued 61,000 shares of its common stock
to three individuals for services, including 50,000 shares to the Company's
President for arranging the $500,000 loan (see Note 2). During the nine months
ended June 30, 2002, the Company recorded general and administrative expense of
$1,830 with respect to the issuance of such shares, based on their market value
of $0.03 per share on November 1, 2001.


                                      -13-
<PAGE>

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,
2002 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, 2002 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 June 30, 2002, 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.

Restructuring and Recapitalization:

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. 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.

Results of Operations:

Three Months Ended June 30, 2002 and 2001:

General and Administrative. General and administrative expenses were $125,542
and $113,164 for the three months ended June 30, 2002 and 2001, respectively.
Significant components of general and administrative expenses include management
and directors' compensation, accounting fees, insurance costs, travel and


                                      -14-
<PAGE>

offices expenses. These costs were incurred to maintain the corporate structure,
pursue legal claims and restructure the Company.

Legal Fees. Legal fees were $10,435 and $16,669 for the three months ended June
30, 2002 and 2001, respectively, reflecting efforts to restructure the Company
and investigate and evaluate potential legal claims.

Depreciation and Amortization. Depreciation and amortization was $1,533 and
$2,987 for the three months ended June 30, 2002 and 2001, respectively.

Loss on Disposition and Write-Down of Marketable Securities. The Company
recorded a loss of $3,000 with respect to the disposition and write-down of
marketable securities during the three months ended June 30, 2001.

Interest Expense. Interest expense was $15,420 and $667 for the three months
ended June 30, 2002 and 2001, respectively. The increase in interest expense in
2002 as compared to 2001 was a result of the $500,000 notes payable financing
completed in October 2001.

Interest Income. Interest income was $588 and $1,938 for the three months ended
June 30, 2002 and 2001, respectively.

Other Expense.  Other expense was $470 for the three months ended June 30, 2002.

Net Loss. The net loss was $152,812 and $134,549 for the three months ended June
30, 2002 and 2001, respectively.

Nine Months Ended June 30, 2002 and 2001:

General and Administrative. General and administrative expenses were $349,506
and $392,906 for the nine months ended June 30, 2002 and 2001, respectively.
Significant components of general and administrative expenses include management
and directors' compensation, accounting fees, insurance costs, travel and
offices expenses. These costs were incurred to maintain the corporate structure,
pursue legal claims and restructure the Company. The reduction in expenses in
2002 as compared to 2001 reflects reduced accounting costs, shareholders'
expenses, insurance costs and office expenses.

Legal Fees. Legal fees were $36,301 and $77,121 for the nine months ended June
30, 2002 and 2001, respectively, reflecting efforts to restructure the Company
and investigate and evaluate potential legal claims.

Depreciation and Amortization. Depreciation and amortization was $7,507 and
$8,961 for the nine months ended June 30, 2002 and 2001, respectively.

Loss on Disposition and Write-Down of Marketable Securities. The Company
recorded a loss of $307,274 with respect to the disposition and write-down of
marketable securities during the nine months ended June 30, 2001.

                                      -15-
<PAGE>

Interest Expense. Interest expense was $43,272 and $4,011 for the nine months
ended June 30, 2002 and 2001, respectively. The increase in interest expense in
2002 as compared to 2001 was a result of the $500,000 notes payable financing
completed in October 2001.

Interest Income. Interest income was $3,777 and $24,364 for the nine months
ended June 30, 2002 and 2001, respectively.

Other Expense. Other expense was $3,747 and $5,589 for the nine months ended
June 30, 2002 and 2001, respectively.

Net Loss. The net loss was $436,556 and $771,498 for the nine months ended June
30, 2002 and 2001, respectively.

Financial Condition - June 30, 2002:

Liquidity and Capital Resources:

Overview. The Company had cash and cash equivalents of $115,707 at June 30,
2002, as compared to $68,616 at September 30, 2001, an increase of $47,091. As
of June 30, 2002, the Company had a working capital deficit of $399,671, as
compared to working capital of $27,547 at September 30, 2001, reflecting current
ratios of 0.4:1 and 1.1:1, respectively. The working capital deficit of $399,671
at June 30, 2002 included notes payable of $500,000, which were paid in August
2002.

Operating. The Company's operations utilized cash resources of $484,437 and
$470,132 during the nine months ended June 30, 2002 and 2001, respectively.

As of June 30, 2002, 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 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, 2002.

Investing. During the nine months ended June 30, 2002, net cash provided by
investing activities was $31,528, consisting of the repayment of amounts
allocated to Resource Ventures, Inc. of $77,393, net of an increase in the
amount due from Resource Ventures, Inc. of $45,865. During the nine months ended
June 30, 2001, net cash provided by investing activities was $202,753,
consisting of the proceeds from the disposition of marketable securities of
$49,476 and the repayment of amounts advanced or allocated to Resource Ventures,
Inc. of $226,244, net of an increase in the amount due from Resource Ventures,
Inc. of $72,967.

Financing. During October 2001, the Company borrowed $500,000 pursuant to
unsecured notes payable, with interest at 12% per annum, both principal and
interest payable on September 30, 2002. The lender also received 85,000 Class A
common stock purchase warrants that had been originally issued to an affiliate


                                      -16-
<PAGE>

of the Company. The Company was obligated to pay the notes from the net proceeds
received by the Company from the settlement of its legal claims against other
parties that aggregated in excess of $500,000. During August 2002, the notes
were paid in full, with interest. Since the exercise price of the Series A
common stock purchase warrants was substantially in excess of the market value
of the underlying common stock, the warrants had nominal intrinsic value, and
therefore no accounting value was ascribed to the warrants for financial
statement purposes.

During the nine months ended June 30, 2001, the Company's common stock
repurchase obligation decreased by $48,909.

                                      -17-
<PAGE>

                           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 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, 2002: None

                                      -18-
<PAGE>


                                   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

                                      -19-
<PAGE>


                                INDEX TO EXHIBITS

Exhibit

Number         Description of Document

------         -----------------------
99.1           Certification - Section 906 of the Sarbanes-Oxley Act of 2002

                                      -20-