Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ARIES VENTURES INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
040373102
(CUSIP NUMBER)
ROBERT N. WEINGARTEN
15760 VENTURA BOULEVARD, SUITE 1020
ENCINO, CA 91436
(818) 783-0054
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
October 20, 2005
(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).
SCHEDULE 13D
CUSIP NO. 040373102 PAGE 2 OF 6
---------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert N. Weingarten - SSN: ###-##-####
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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
N/A
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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
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7 SOLE VOTING POWER
-0-*
-----------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF Not Applicable
SHARES -----------------------------------------------------------
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNEN BY
EACH -0-*
REPORTING -----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH Not Applicable
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-*
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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)
-0-*
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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.
-2-
* This Amendment No. 1 is being filed to reflect the cancellation of options to
purchase 141,327 shares of the Issuer's common stock held by Mr. Weingarten, in
connection with a merger transaction decribed in Item 4.
-3-
ITEM 1. SECURITY AND ISSUER.
Common Stock
Aries Ventures Inc.
3611 Valley Centre Drive, Suite 525
San Diego, CA 92130
ITEM 2. IDENTITY AND BACKGROUND.
(a) through (f).
This statement is being filed by Robert N. Weingarten, an individual. Mr.
Weingarten is a citizen of the United States of America. Mr. Weingarten was an
officer, and is currently a director, of the Issuer. Mr. Weingarten's principal
place of business is 15760 Ventura Boulevard, Suite 1020, Encino, California
91436.
During the past five years, Mr. Weingarten has not 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.
N/A
-4-
ITEM 4. PURPOSE OF TRANSACTION.
Effective October 20, 2005, the Issuer, through its specially formed subsidiary,
merged with Cardium Therapeutics, Inc. (the "Merger"). As a condition precedent
to the closing of the Merger, Mr. Weingarten cancelled his in-the-money options
to purchase 141,327 shares of common stock. Mr. Weingarten does not own any
securities of the Issuer.
Except as otherwise described in this Item 4, Mr. Weingarten has not 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) Not Applicable
(b) Not Applicable
(c) Not applicable.
-5-
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2.1 Agreement of Merger and Plan of Reorganization between the
Issuer and Cardium Therapeutics, Inc. dated October 19, 2005
is incorporated herein by reference to the Issuer's Current
Report on Form 8-K filed with the Commission on October 26,
2005 (Exhibit 2.1).
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: November 10, 2005 /s/ Robert N.Weingarten
--------------------------
Robert N. Weingarten
-6-
End of Filing