UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
ARIES VENTURES INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
1476191002
(CUSIP NUMBER)
MARK S. ZUCKER
C/O ARIES VENTURES INC.
28720 CANWOOD STREET, SUITE 207
AGOURA HILLS, CALIFORNIA 91301
(818) 879-6501
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
NOVEMBER 17, 2003
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
NOTE: This Schedule 13D/A is being filed solely as a result of the Issuer
repurchasing from another shareholder 1,279,755 shares of Common Stock and
warrants to purchase 1,194,755 shares of Common Stock effective November 17,
2003.
SCHEDULE 13D/A
CUSIP NO. 1476191002 PAGE 2 OF 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reflection Partners L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
893,758 Shares*
-----------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF None.
-----------------------------------------------------------
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 893,758 Shares*
EACH -----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
893,758 Shares*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%**
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14 TYPE OF REPORTING PERSON
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* The share amounts listed above include immediately exercisable warrants to
purchase 446,879 shares of Issuer's Common Stock beneficially held by Reflection
Partners, L.P.
** The percentage calculation listed above assumes exercise of all warrants
beneficially held by Reflection Partners, L.P. (but not the exercise of warrants
held by others) pursuant to applicable Commission Rules.
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SCHEDULE 13D/A
CUSIP NO. 1476191002 PAGE 3 OF 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark S. Zucker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
2,007,149 shares *
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8 SHARED VOTING POWER
NUMBER OF None.
-----------------------------------------------------------
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 2,007,149 shares *
EACH -----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,007,149 shares *
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.8%**
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14 TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* The share amounts listed above include immediately exercisable warrants to
purchase 890,245 shares of the Issuer's Common Stock beneficially held by Mr.
Zucker and Reflection Partners, L.P. and a stock option to purchase 176,659
shares of the Issuer's Common Stock (but not the exercise of warrants or options
held by others).
** The percentage calculation listed above assumes exercise of all warrants and
options beneficially held by Mr. Zucker and Reflection Partners, L.P. (but not
the exercise of warrants or options held by others) pursuant to applicable
Commission Rules. -3-
SCHEDULE 13D/A
CUSIP NO. 1476191002 PAGE 4 OF 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anvil Claims, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
50,000 shares
-----------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF None.
-----------------------------------------------------------
SHARES 9 SOLE DISPOSITIVE POWER
BENEFICIALLY
OWNED BY 50,000 shares
EACH -----------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON None.
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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14 TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
Common Stock
Aries Ventures Inc.
28720 Canwood Street, Suite 207
Agoura Hills, California 91301
ITEM 2. IDENTITY AND BACKGROUND.
(a) through (f).
This statement is being filed by Reflection Partners, L.P., a California
limited partnership ("Reflection"), Mark S. Zucker, an individual ("Mr.
Zucker"), and Anvil Claims, Inc. ("Anvil"). As a result of Mr. Zucker's position
as the General Partner of Reflection and the owner of Anvil, he may be deemed to
have voting and dispositive power over the Issuer's shares owned by Reflection
and Anvil. Mr. Zucker is a citizen of the United States of America. Mr. Zucker
is a Director of the Issuer. The principal place of business of Reflection and
Anvil is 28720 Canwood Street, Suite 207, Agoura Hills, California 91301.
During the past five years, neither Mr. Zucker, Reflection nor Anvil has
been convicted in any criminal proceedings or been subject to any judgment,
decree or final order enjoining any future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation of such laws in a civil proceeding of a judicial or administrative
body.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No part of the purchase price for the securities was represented by funds
or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
-5-
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired such securities for investment purposes, and
have no current plans to acquire any additional securities of the Issuer. The
Reporting Persons will continue to evaluate the Issuer's business and prospects,
and based upon future developments (including, without limitation, the
availability of funds, alternative uses of funds, and stock market and general
economic conditions), the Reporting Persons (or other entities that might be
affiliated with them) may, from time to time, purchase the Issuer's shares of
Common Stock and may, from time to time, dispose of all or a portion of such
shares held by such persons, or cease buying or selling such shares. Any
additional purchases or sales of the Issuer's shares of Common Stock may be in
the open market or pursuant to privately-negotiated transactions or otherwise.
Except as otherwise described in this Item 4, none of the Reporting Persons
have formulated any plans or proposals which relate to or would result in any
matter required to be disclosed in response to parts (a) through (j) of Item 4.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Reflection beneficially owns 893,758 shares of the
Issuer's Common Stock, which constitutes 36.1% of the
Issuer's Common Stock. This amount includes immediately
exercisable warrants to purchase 446,879 shares of
Common Stock beneficially held by Reflection, but not
the exercise of warrants held by others. By virtue of
the relationship described in Item 2 above, Mr. Zucker
may be deemed to have beneficial ownership of the
Issuer's shares of Common Stock owned by Reflection and
Anvil. Accordingly, Mr. Zucker beneficially owns
2,007,149 shares of the Issuer's Common Stock, which
constitutes 64.8% of the Issuer's Common Stock. These
amounts include immediately exercisable warrants to
purchase 890,245 shares of Common Stock beneficially
held by Mr. Zucker and a stock option to purchase
176,659 shares of the Issuer's Common Stock.
(b) Reflection has the power to vote or direct the vote of,
and to dispose or direct the disposition of, all of the
securities beneficially owned by it. Mr. Zucker has the
power to vote or direct the vote of, and to dispose or
direct the disposition of, all of the securities
beneficially owned by him. Anvil has the power to vote
or direct the vote of, and to dispose or direct the
disposition of, all of the securities beneficially
owned by it.
(c) Not applicable.
-6-
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See disclosures at Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99 - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my or its knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Dated: December 4, 2003 /s/ Mark S. Zucker
-------------------
Mark S. Zucker
REFLECTION PARTNERS, L.P.
By: Mark S. Zucker
------------------
Mark S. Zucker, General Partner
Anvil Claims, Inc.
By: /s/ Mark S. Zucker
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Mark S. Zucker, President
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