8-K/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 31, 2002



                               ARIES VENTURES INC.
             (Exact name of registrant as specified in its charter)



           Nevada                      0-14136                   84-0987840
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
     of incorporation)                                   Identification Number)



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

       Registrant's telephone number, including area code: (818) 879-6501


                                 Not applicable
         (Former name or former address, if changed since last report.)

                                      -1-


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     Hollander, Lumer & Co., LLP ("HL") was appointed as the independent
accountants for Aries Ventures Inc. (the "Company") on August 18, 2000, and
audited the Company's financial statements for the fiscal years ended September
30, 1999 and 2000. HL's report on the Company's financial statements for the
fiscal year ended September 30, 1999 did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to audit scope or
accounting principles; however, such report was modified to reflect substantial
doubt about the Company's ability to continue as a going concern. In its report
for the fiscal year ended September 30, 2000, HL deleted such modification
paragraph relating to the fiscal year ended September 30, 1999. HL's report on
the Company's financial statements for the fiscal year ended September 30, 2000
did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.

     During the period from August 18, 2000 to March 29, 2001, there were no
disagreements with HL any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of HL, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report on the Company's financial statements. In addition, there were no
such events as described under Item 304(a)(1)(iv)(B) of Regulation S-B during
such period.

     The Company has provided HL with a copy of the disclosures it is making
herein in response to Item 304(a) of Regulation S-B, and has requested that HL
provide its response letter, addressed to the United States Securities and
Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-B, stating
whether it agrees with the statements made by the Company and, if not, stating
the respects in which it does not agree. A copy of HL's letter is attached
hereto as an exhibit to this document.

     In February 2001, HL merged with Good Swartz Brown & Berns LLP ("GSBB") and
HL's senior partner joined GSBB, as a result of which GSBB became the successor
entity to HL. As a result of this merger, GSBB subsequently acquired most of the
accounting practice of HL and became the Company's independent accountants
effective March 29, 2001. The termination of HL and the retention of GSBB were
approved by the Company's Board of Directors.

     Prior to GSBB becoming the independent accountants for the Company, neither
the Company, nor anyone on its behalf, consulted with GSBB regarding either the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statement, and no written or oral advice was provided that
was an important factor considered by the Company in reaching a decision on an
accounting, auditing or financial reporting issue; or any matter that was the
subject of a disagreement or event as defined at Item 304 (a)(1)(iv) of
Regulation S-B.

     GSBB did not issue an audit opinion on the Company's financial statements
for any fiscal years or any interim periods. During the period from March 29,
2001 to October 31, 2002, there were no disagreements with GSBB any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of


                                      -2-


GSBB, would have caused it to make reference to the subject matter of the
disagreements in connection with any report it would have issued on the
Company's financial statements. In addition, there were no such events as
described under Item 304(a)(1)(iv)(B) of Regulation S-B during such period.

     The Company has provided GSBB with a copy of the disclosures it is making
herein in response to Item 304(a) of Regulation S-B, and has requested that GSBB
provide its response letter, addressed to the United States Securities and
Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-B, stating
whether it agrees with the statements made by the Company and, if not, stating
the respects in which it does not agree. A copy of GSBB's letter is attached
hereto as an exhibit to this document.

     Effective October 31, 2002, the Company terminated GSBB and retained
Weinberg & Company, P.A. ("W&C"). The Company changed accounting firms as a
result of one of GSBB's partners leaving GSBB and joining W&C. The termination
of GSBB and the retention of W&C were approved by the Company's Board of
Directors.

     Prior to W&C becoming the independent accountants for the Company, neither
the Company, nor anyone on its behalf, consulted with W&C regarding either the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements, and no written or oral advice was provided that
was an important factor considered by the Company in reaching a decision on an
accounting, auditing or financial reporting issue; or any matter that was the
subject of a disagreement or event as defined at Item 304 (a)(1)(iv) of
Regulation S-B.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     c. 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.

                                      -3-


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            ARIES VENTURES INC.
                                            -------------------
                                               (Registrant)

 Date:  January 16, 2003                    By: /s/ ROBERT N. WEINGARTEN
                                                ------------------------
                                                Robert N. Weingarten
                                                President

                                      -4-


                                INDEX TO EXHIBITS

Exhibit
Number       Description
- -------      -----------

16.1         Letter from Hollander, Lumer & Co., LLP addressed to the United
             States Securities and Exchange Commission

16.2         Letter from Good Swartz Brown & Berns LLP addressed to the United
             States Securities and Exchange Commission

                                      -5-

EX-16.1

                                                                    Exhibit 16.1

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of the Current Report on Form 8-K/A of Aries Ventures Inc.
dated October 31, 2002 and agree with the statements made therein insofar as
they relate to the accounting firm of Hollander, Lumer & Co., LLP.

/s/ Hollander, Lumer & Co., LLP
Los Angeles, California
January 16, 2003

EX-16.2

                                                                    Exhibit 16.2

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read paragraphs one through nine of Item 4 of the Current Report on Form
8-K/A of Aries Ventures Inc. dated October 31, 2002 to be filed with the
Securities and Exchange Commission and agree with the statements made therein
insofar as they relate to the accounting firm of Good Swartz Brown & Berns LLP.
We have no basis on which to comment on paragraphs one through three or nine,
nor on any references to Hollander, Lumer & Co., LLP or Weinberg & Company, P.A.

/s/ Good Swartz Brown & Berns LLP
Los Angeles, California
January 16, 2003