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 March 31, 2004

[ ]  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 [X] No [ ]

      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 March 31, 2004, the Company had 2,032,226 shares of common stock
outstanding.

      Documents incorporated by reference:  None.



                                      -1-
<PAGE>

                               ARIES VENTURES INC.

                                      INDEX



PART I.   FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Condensed Balance Sheets - March 31, 2004 (Unaudited) and
               September 30, 2003

               Condensed Statements of Operations (Unaudited) - Three Months
               Ended March 31, 2004 and 2003

               Condensed Statements of Operations (Unaudited) - Six Months Ended
               March 31, 2004 and 2003

               Condensed Statements of Cash Flows (Unaudited) - Six Months Ended
               Mach 31, 2004 and 2003

               Notes to Condensed Financial Statements (Unaudited) - Three
               Months and Six Months Ended March 31, 2004 and 2003

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

      Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

      Item 2.  Changes in Securities, Use of Proceeds and Small Business Issuer
               Purchases of Equity Securities

      Item 5.  Other Information

      Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES

                                      -2-
<PAGE>
<TABLE>


                               Aries Ventures Inc.
                            Condensed Balance Sheets
<CAPTION>
                                            March 31,      September 30,
                                              2004             2003
                                           ----------       ----------
<S>                                       <C>              <C>
                                          (Unaudited)

ASSETS

CURRENT
  Cash and cash equivalents               $ 2,824,038      $ 4,345,513
  Due from related party                       20,368           26,894
  Prepaid expenses and other
    current assets                             10,258           43,744
                                           ----------       ----------
                                            2,854,664        4,416,151
                                           ----------       ----------

PROPERTY AND EQUIPMENT                         27,363           27,244
  Less:  accumulated depreciation
    and amortization                          (26,389)         (26,136)
                                           ----------       ----------
                                                  974            1,108
                                           ----------       ----------

OTHER
  Deposits                                      2,309            2,309
                                           ----------       ----------
                                          $ 2,857,947      $ 4,419,568
                                           ==========       ==========

</TABLE>






                                   (continued)


                                      -3-
<PAGE>

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

<CAPTION>
                                            March 31,      September 30,
                                              2004             2003
                                           ----------       ----------
<S>                                       <C>              <C>
                                          (Unaudited)

LIABILITIES

CURRENT
  Accounts payable                        $    48,192      $    52,702
  Accrued liabilities                             481           30,288
                                           ----------       ----------
                                               48,673           82,990
                                           ----------       ----------


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' EQUITY
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 -
    3,311,981 shares at March 31,
    2004 and September 30, 2003
  Outstanding -
    2,032,226 shares at March 31,
    2004 and 3,311,981 shares at
    September 30, 2003                         33,120           33,120
  Less:  securities held in
    treasury at March 31, 2004 -
    1,279,755 shares of common
    stock and 1,194,755 Class A
    common stock purchase warrants,
    at cost                                (1,343,743)            -
  Additional paid-in capital                1,800,859        1,800,859
  Retained earnings                         2,319,038        2,502,599
                                           ----------       ----------
                                            2,809,274        4,336,578
                                           ----------       ----------
                                          $ 2,857,947      $ 4,419,568
                                           ==========       ==========
</TABLE>



            See accompanying notes to condensed financial statements.


                                      -4-
<PAGE>

<TABLE>

                               Aries Ventures Inc.
                 Condensed Statements of Operations (Unaudited)

<CAPTION>
                                 Three Months Ended March 31,
                                 ----------------------------
                                    2004               2003
                                    ----               ----
<S>                              <C>                <C>
REVENUES                          $   -              $   -
                                    ------             ------

COSTS AND EXPENSES
  General and
    administrative                  81,410             84,433
  Legal fees                          -                 5,820
  Depreciation and
    amortization                       127                156
  Interest expense                      29                 27
  Interest income                   (1,485)            (5,756)
  Other expense                        272              1,370
                                    ------             ------
  Net loss before
    income taxes                   (80,353)           (86,050)

  State income taxes                   800               -
                                    ------             ------
NET LOSS                          $(81,153)          $(86,050)
                                    ======             ======


LOSS PER COMMON SHARE -
  BASIC AND DILUTED                 $(0.04)            $(0.03)
                                      ====               ====


WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED              2,032,226          3,311,981
                                 =========          =========

</TABLE>





            See accompanying notes to condensed financial statements.


                                      -5-
<PAGE>

<TABLE>

                               Aries Ventures Inc.
                 Condensed Statements of Operations (Unaudited)

<CAPTION>
                                  Six Months Ended March 31,
                                  --------------------------
                                    2004               2003
                                    ----               ----
<S>                                <C>                <C>
REVENUES                         $    -             $    -
                                   -------            -------

COSTS AND EXPENSES
  General and
    administrative                 183,127            210,270
  Legal fees                         2,000             15,185
  Depreciation and
    amortization                       253                254
  Interest expense                     292                274
  Interest income                   (3,138)           (11,704)
  Other expense                        227              8,266
                                   -------            -------
  Net loss before
    income taxes                  (182,761)          (222,545)

  State income taxes                   800              3,086
                                   -------            -------
NET LOSS                         $(183,561)         $(225,631)
                                   =======            =======


LOSS PER COMMON SHARE -
  BASIC AND DILUTED                 $(0.08)            $(0.07)
                                      ====               ====


WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC AND DILUTED              2,367,899          3,311,981
                                 =========          =========
</TABLE>



              See accompanying notes to condensed financial statements.


                                      -6-
<PAGE>

<TABLE>

                               Aries Ventures Inc.
                 Condensed Statements of Cash Flows (Unaudited)


<CAPTION>
                                  Six Months Ended March 31,
                                  --------------------------
                                   2004                 2003
                                   ----                 ----
<S>                            <C>                  <C>
OPERATING ACTIVITIES
  Net loss                     $  (183,561)         $  (225,631)
    Adjustments to reconcile
      net loss to net cash
      used in operating
      activities:
        Depreciation and
          amortization                 253                  254
        Changes in operating
          assets and
          liabilities:
          Decrease in:
            Prepaid expenses
              and other
              current assets        33,486               41,606
          Decrease in:
            Accounts payable        (4,510)             (22,129)
            Accrued liabilities    (29,807)             (29,937)
                                 ---------            ---------
  Net cash used in operating
    activities                    (184,139)            (235,837)
                                 ---------            ---------


INVESTING ACTIVITIES
  Payments from related party       26,894               51,075
  Increase in amounts due from
    related party                  (20,368)             (14,170)
  Purchases of property and
    equipment                         (119)              (1,400)
                                 ---------            ---------
  Net cash provided by
    investing activities             6,407               35,505
                                 ---------            ---------

</TABLE>


                                   (continued)


                                      -7-
<PAGE>

<TABLE>

                               Aries Ventures Inc.
           Condensed Statements of Cash Flows (Unaudited) (continued)


<CAPTION>
                                  Six Months Ended March 31,
                                  --------------------------
                                   2004                 2003
                                   ----                 ----
<S>                            <C>                  <C>
FINANCING ACTIVITIES
  Securities repurchased       $(1,343,743)         $      -
                                 ---------            ---------
  Net cash used in
    financing activities        (1,343,743)                -
                                 ---------            ---------

CASH AND CASH EQUIVALENTS:
  Net decrease                  (1,521,475)            (200,332)
  At beginning of period         4,345,513            4,768,749
                                 ---------            ---------
  At end of period             $ 2,824,038          $ 4,568,417
                                 =========            =========



SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:

Cash paid for interest         $        29          $        27
                                 =========            =========

Cash paid for taxes            $       800          $       -
                                ==========            =========

</TABLE>





            See accompanying notes to condensed financial statements.


                                      -8-
<PAGE>

                               Aries Ventures Inc.
               Notes to Condensed Financial Statements (Unaudited)
            Three Months and Six Months Ended March 31, 2004 and 2003


1.  Organization and Basis of Presentation

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

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 March 31, 2004, the results of operations for the three months and six months
ended March 31, 2004 and 2003, and cash flows for the six months ended March 31,
2004 and 2003. The balance sheet as of September 30, 2003 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, 2003, 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 six months ended March 31,
2004 are not necessarily indicative of the results of operations to be expected
for the full fiscal year ending September 30, 2004.

Business - As of March 31, 2004, the Company had no business operations. The
Company is focused on maintaining the corporate entity and seeking a new
business opportunity. The acquisition of a new business opportunity may result
in a change in name and in control of the Company.

Loss Per Share - Basic earnings (loss) per share is calculated by dividing
earnings (loss) by the weighted average number of common shares outstanding
during the period. Diluted earnings per share gives effect to all potentially
dilutive common shares outstanding during the period. These potentially dilutive
securities were not included in the calculation of loss per share for the three
months and six months ended March 31, 2004 and 2003 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 is the same for the three months
and six months ended March 31, 2004 and 2003.

At March 31, 2004, potentially dilutive securities consisted of outstanding
Series A common stock purchase warrants to acquire 2,056,226 shares of common
stock and stock options to acquire 353,318 shares of common stock.

                                      -9-
<PAGE>

Stock-Based Compensation - The Company may periodically issue shares of common
stock for services rendered or for financing costs. Such shares are valued based
on the market price on the transaction date.

The Company may periodically issue stock options and warrants to employees and
non-employees in non-capital raising transactions for services and for financing
costs.

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation", which establishes a fair value
method of accounting for stock-based compensation plans.

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options or
warrants to employees, or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net income (loss) and net income (loss) per common share had the fair value of
the stock options and warrants been recorded in the financial statements. SFAS
No. 123 was amended by SFAS No. 148, which now requires companies to disclose in
interim financial statements the pro forma effect on net income (loss) and net
income (loss) per common share of the estimated fair market value of stock
options or warrants issued to employees. The Company has elected to continue to
account for stock-based compensation plans utilizing the intrinsic value method.
Accordingly, compensation cost for stock options and warrants is measured as the
excess, if any, of the fair market price of the Company's common stock at the
date of grant above the amount an employee must pay to acquire the common stock.

In accordance with SFAS No. 123, the cost of stock options and warrants issued
to non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expense
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.

Pro Forma Financial Disclosure - The fair value of stock options granted under
the Company's Employee Stock Option Plan and Management Incentive Stock Option
Plan on November 1, 2000 were estimated on the grant date using the
Black-Scholes option-pricing model. Had such stock options been accounted for
pursuant to SFAS No. 123, the effect on the Company's results of operations
would have been as follows:

For the three months ended March 31, 2004 and 2003, the Company would have
recorded $0 and $5,031 as additional compensation expense, resulting in a net
loss of $81,153 and $91,081, respectively, and a net loss per common share of
$0.04 and $0.03, respectively.

For the six months ended March 31, 2004 and 2003, the Company would have
recorded $1,662 and $5,031 as additional compensation expense, resulting in a
net loss of $185,223 and $230,662, respectively, and a net loss per common share
of $0.08 and $0.07, respectively.

                                      -10-
<PAGE>

2.  Due from Related Entity

During the six months ended March 31, 2004 and 2003, the Company allocated
certain common corporate services aggregating $20,368 and $14,170, respectively,
to Resource Ventures, Inc. ("Resource"), a related entity with certain common
officers and directors. As of March 31, 2004 and September 30, 2003, amounts due
from Resource aggregated $20,386 and $26,894, respectively. During the six
months ended March 31, 2004 and 2003, Resource paid the Company $26,894 and
$51,075, respectively.


3.  Stockholders' Equity

Effective November 17, 2003, the Company repurchased from an institutional
shareholder 1,279,755 shares of common stock and 1,194,755 Series A common stock
purchase warrants in a private transaction for an aggregate cash purchase price
of $1,343,743. As a result of the exercise price of the Series A common stock
purchase warrants being substantially in excess of the fair market value of the
Company's common stock, all of the consideration was allocated to the common
shares. These securities have been classified as treasury securities and
recorded at cost as a reduction to stockholders' equity in the Company's
condensed balance sheet at March 31, 2004.


4.  Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No.
149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities". SFAS No. 149 amends and clarifies under what circumstances a
contract with initial investments meets the characteristics of a derivative and
when a derivative contains a financing component. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003. The adoption of SFAS No.
149 did not have a significant effect on the Company's financial statement
presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The adoption of SFAS No. 150 did not have a
significant effect on the Company's financial statement presentation or
disclosures.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" ("FIN 46"), which clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", relating to consolidation of certain entities. In December 2003,
the FASB issued a revised version of FIN 46 ("FIN 46R") that replaced the
original FIN 46. FIN 46R requires identification of a company's participation in
variable interest entities ("VIEs"), which are defined as entities with a level
of invested equity that is not sufficient to fund future activities to permit it
to operate on a standalone basis. For entities identified as a VIE, FIN 46R sets
forth a model to evaluate potential consolidation based on an assessment of
which party to the VIE (if any) bears a majority of the exposure to its expected
losses, or stands to gain from a majority of its expected returns. FIN 46R also
sets forth certain disclosures regarding interests in VIEs that are deemed
significant, even if consolidation is not required. The Company is not currently
participating in, or invested in any VIEs, as defined in FIN 46R. The
implementation of the provisions of FIN 46R in 2003 did not have a significant
effect on the Company's financial statement presentation or disclosures.

                                      -11-
<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 March 31,
2004, 2003 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 March 31, 2004 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 March 31, 2004, the Company had no business operations. The Company is
focused on maintaining the corporate entity and seeking a new business
opportunity. The acquisition of a new business opportunity may result in a
change in name and in control of the Company.

Critical Accounting Policies:

The Company prepared the financial statements in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period.
Management periodically evaluates the estimates and judgments made. Management
bases its estimates and judgments on historical experience and on various
factors that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates as a result of different assumptions or
conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's financial statements.

Cash and Cash Equivalents:

Cash and cash equivalents include all highly-liquid investments with an original
maturity of three months or less at the date of purchase. The Company minimizes
its credit risk by investing its cash and cash equivalents with major banks and
financial institutions located primarily in the United States. However, cash
balances exceeded federally-insured levels at March 31, 2004 and September 30,
2003. Balances that exceed such limits are separately insured through the
commercial insurance carrier of the financial institution. The Company believes
that no risk exists with respect to its concentration of balances in cash and
cash equivalents.

Income Taxes:

The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its recorded amount, an adjustment to the deferred tax
assets would be credited to operations in the period such determination was
made. Likewise, should the Company determine that it would not be able to
realize all or part of its deferred tax assets in the future, an adjustment to


                                      -12-
<PAGE>

the deferred tax assets would be charged to operations in the period such
determination was made.

Results of Operations:

Three Months Ended March 31, 2004 and 2003:

General and Administrative. General and administrative expenses were $81,410 and
$84,433 for the three months ended March 31, 2004 and 2003, respectively.
Significant components of general and administrative expenses include management
and directors' compensation, insurance costs, accounting fees and office
expenses.

Legal Fees. Legal fees were $5,820 for the three months ended March 31, 2003.
The Company did not have any legal fees for the three months ended March 31,
2004.

Depreciation and Amortization. Depreciation and amortization was $127 and $156
for the three months ended March 31, 2004 and 2003, respectively.

Interest Expense. Interest expense was $29 and $27 for the three months ended
March 31, 2004 and 2003, respectively.

Interest Income. Interest income was $1,485 and $5,756 for the three months
ended March 31, 204 and 2003, respectively, as a result of reduced
interest-bearing cash balances during 2004 as compared to 2003.

Other Expense. Other expense was $272 and $1,370 for the three months ended
March 31, 2004 and 2003, respectively.

Net Loss Before Income Taxes. Net loss before income taxes was $80,353 and
$86,050 for the three months ended March 31, 2004 and 2003, respectively.

State Income Taxes. State income taxes were $800 for the three months ended
March 31, 2004. The Company did not have any state income taxes for the three
months ended March 31, 2003.

Net Loss. Net loss was $81,153 and $86,050 for the three months ended March 31,
2004 and 2003, respectively.

Six Months Ended March 31, 2004 and 2003:

General and Administrative. General and administrative expenses were $183,127
and $210,270 for the six months ended March 31, 2004 and 2003, respectively.
Significant components of general and administrative expenses include management
and directors' compensation, insurance costs, accounting fees and office
expenses. The decrease in expenses in 2004 as compared to 2003 was primarily a
result of a decrease in accounting and filing fees.

Legal Fees. Legal fees were $2,000 and $15,185 for the six months ended March
31, 2004 and 2003, respectively.

Depreciation and Amortization. Depreciation and amortization was $253 and $254
for the six months ended March 31, 2004 and 2003, respectively.

Interest Expense. Interest expense was $292 and $274 for the six months ended
March 31, 2004 and 2003, respectively.

Interest Income. Interest income was $3,138 and $11,704 for the six months ended
March 31, 2004 and 2003, respectively, as a result of reduced interest-bearing
cash balances during 2004 as compared to 2003.

                                      -13-
<PAGE>

Other Expense. Other expense was $227 and 8,266 for the six months ended March
31, 2004 and 2003, respectively.

Net Loss Before Income Taxes. Net loss before income taxes was $182,761 and
$222,545 for the six months ended March 31, 2004 and 2003, respectively.

State Income Taxes. State income taxes were $800 and $3,086 for the six months
ended March 31, 2004 and 2003, respectively.

Net Loss. Net loss was $183,561 and $225,631 for the six months ended March 31,
2004 and 2003, respectively.

Financial Condition - March 31, 2004:

Liquidity and Capital Resources:

Overview. The Company had cash and cash equivalents of $2,824,038 at March 31,
2004, as compared to $4,345,513 at September 30, 2003, a decrease of $1,521,475.

The major component of the decrease in cash and cash equivalents during the six
months ended March 31, 2004 was the Company's repurchase of its securities from
an institutional investor in November 2003 for $1,343,743.

The Company had working capital of $2,805,991 at March 31, 2004, as compared to
working capital of $4,333,161 at September 30, 2003.

Operating. The Company's operations utilized cash resources of $184,139 and
$235,837 during the six months ended March 31, 2004 and 2003, respectively.

As of March 31, 2004, the Company had no business operations. The Company is
focused on maintaining the corporate entity and seeking a new business
opportunity. The acquisition of a new business opportunity may result in a
change in name and in control of the Company.

The Company believes that its working capital resources are adequate to fund
anticipated costs and expenses for the remainder of the fiscal year ending
September 30, 2004.

Investing. During the six months ended March 31, 2004, net cash provided by
investing activities was $6,407, as compared to net cash provided by investing
activities of $35,505 for the six months ended March 31, 2003. The primary
reason for the decrease in net cash provided by investing activities in 2004 as
compared to 2003 was a decrease in payments from a related entity as described
below.

During the six months ended March 31, 2004 and 2003, the Company allocated
certain common corporate services aggregating $20,368 and $14,170, respectively,
to Resource Ventures, Inc. ("Resource"), a related entity with certain common
officers and directors. As of March 31, 2004 and September 30, 2003, amounts due
from Resource aggregated $20,386 and $26,894, respectively. During the six
months ended March 31, 2004 and 2003, Resource paid the Company $26,894 and
$51,075, respectively.

Financing. Effective November 17, 2003, the Company repurchased from an
institutional shareholder 1,279,755 shares of common stock and 1,194,755 Series
A common stock purchase warrants in a private transaction for an aggregate cash
purchase price of $1,343,743.

Commitments and Contingencies:

At March 31, 2004, the Company did not have any material commitments for capital
expenditures or have any transactions, obligations or relationships that could
be considered off-balance sheet arrangements.

                                      -14-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to management, including its principal executive and financial
officers, as appropriate, to allow timely decisions regarding required
disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

(b) Changes in Internal Controls

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.

                                      -15-
<PAGE>

                              PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND SMALL BUSINESS ISSUER
        PURCHASES OF EQUITY SECURITIES

Effective November 17, 2003, the Company repurchased from an institutional
shareholder 1,279,755 shares of common stock and 1,194,755 Series A common stock
purchase warrants in a private transaction for an aggregate cash purchase price
of $1,343,743 ($1.05 per common share). As a result of the exercise price of the
Series A common stock purchase warrants being substantially in excess of the
fair market value of the Company's common stock, all of the consideration was
allocated to the common shares.


ITEM 5.  OTHER INFORMATION

The Company has adopted a written Code of Ethics that applies to its senior
management. A copy of the Company's Code of Ethics, executed by the Company's
President and Chief Financial Officer, has been filed as an exhibit to the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended March
31, 2004. A copy of the Company's Code of Ethics is available to any shareholder
by addressing a request to the attention of the Secretary of the Company and
mailing such request to the Company's corporate offices. Any amendment to the
Code of Ethics or any waiver of the Code of Ethics will be disclosed promptly
following the date of such amendment or waiver pursuant to a Form 8-K filing
with the Securities and Exchange Commission.


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 March 31, 2004:  None

                                      -16-
<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/ ROBERT N. WEINGARTEN
DATE:  May 12, 2004                     By:  ________________________
                                             Robert N. Weingarten
                                             President and Chief
                                             Financial Officer
                                             (Duly Authorized Officer
                                             and Chief Financial Officer)

                                      -17-
<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number     Description of Document
------     -----------------------

14         Code of Ethics

31         Certification pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002

32         Certification pursuant to Section 906 of the Sarbanes-Oxley
           Act of 2002

                                      -18-