Schedule 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*


David Marx & Lily Marx
(Name of Issuer)


Common Shares

(Title of Class of Securities)


040373102

(CUSIP Number)


David Marx
55 S. La Cumbre Rd Suite #15
Santa Barbara, Ca  93105
805-964-2101

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)






1-16-04


(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 that is the subject of this
Schedule 13D, and is filing this schedule because of Sections 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g),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 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).


CUSIP No. 040373102

1.Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).


      David Marx     Lily Marx - Married/Joint account
..................................................................
................................


2.Check the Appropriate Box if a Member of a Group (See
Instructions)



(a)..............................................................
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(b)..............................................................
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............




3.SEC Use Only

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4.Source of Funds (See Instructions)
       PF



5.Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) .................


6.Citizenship or Place of Organization

    US Citizens, Santa Barbara, Ca

..................................................................
.........................


Number of Shares Beneficially Owned by Each Reporting Person With


7.Sole Voting Power

  David Marx 83,650 common stock   Lily Marx  83,650 common stock

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..........................................


8.Shared Voting Power

  167,300 common stock

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......................................


9.Sole Dispositive Power
  ...............

 167,300 shares common stock
..................................................................
......................................






10.Shared Dispositive Power

       167,300 shares common stock

..................................................................
...............................


11.Aggregate Amount Beneficially Owned by Each Reporting Person

         167,300 shares common stock
..................................................................
..................


12.Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...........


13.Percent of Class Represented by Amount in Row (11)

8.23% this is based on a Joint Trust account with 167,300
common shares and a total issued number of shares issued by
Aries Ventures of 2,032,226 common shares.

...............................................................



14.Type of Reporting Person (See Instructions)

      IN   Individual shareholder, Husband and Wife

..................................................................
..................................................................
..............................


..................................................................
..................................................................
..............................


..................................................................
..................................................................
..............................


..................................................................
..................................................................
..............................


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Instructions for Cover Page
(1)Names and I.R.S. Identification Numbers of Reporting Persons
-Furnish the full legal name of each person for whom the report
is filed - i.e., each person required to sign the schedule itself
-including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D"
below).
(2)If any of the shares beneficially owned by a reporting person
are held as a member of a group and the membership is expressly
affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with
other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to
Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3)The 3rd row is for SEC internal use; please leave blank.
(4)Classify the source of funds or other consideration used or to
be used in making purchases as required to be disclosed pursuant
to Item 3 of Schedule 13D and insert the appropriate symbol (or
symbols if more than one is necessary) in row (4):

Category of Source Symbol


Subject Company (Company whose securities are being acquired)SC


BankBK


Affiliate (of reporting person)AF


Working Capital (of reporting person)WC


Personal Funds (of reporting person)PF


OtherOO

(5)If disclosure of legal proceedings or actions is required
pursuant to either Items 2(d) or 2(e) of Schedule 13D, row 5
should be checked.
(6)Citizenship or Place of Organization - Furnish citizenship if
the named reporting person is a natural person. Otherwise,
furnish place of organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13)Aggregate Amount Beneficially Owned by Each
Reporting Person, etc. - Rows (7) through (11) inclusive, and





(13) are to be completed in accordance with the provisions of
Item 5 of Schedule 13D. All percentages are to be rounded off to
nearest tenth (one place after decimal point).
(12)Check if the aggregate amount reported as beneficially owned
in row (11) does not include shares which the reporting person
discloses in the report but as to which beneficial ownership is
disclaimed pursuant to Rule 13d4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(14)Type of Reporting Person - Please classify each "reporting
person" according to the following breakdown and place the
appropriate symbol (or symbols, i.e., if more than one is
applicable, insert all applicable symbols) on the form:

CategorySymbol


Broker-DealerBD


BankBK


Insurance CompanyIC


Investment CompanyIV


Investment AdviserIA


Employee Benefit Plan or Endowment FundEP


Parent Holding Company/Control PersonHC


Savings AssociationSA


Church PlanCP


CorporationCO


PartnershipPN


IndividualIN







OtherOO
Notes:Attach as many copies of the second part of the cover page
as are needed, one reporting person per page. Filing persons may,
in order to avoid unnecessary duplication, answer items on the
schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items
provide all the disclosure required by the schedule item.
Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered
as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule
12b12).


SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by
this schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure
of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of
certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member
of the public.
Because of the public nature of the information, the Commission
can utilize it for a variety of purposes, including referral to
other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with
litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification
numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.







General Instructions
A.The item numbers and captions of the items shall be
included but the text of the items is to be omitted. The
answers to the items shall be so prepared as to indicate
clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B.Information contained in exhibits to the statements may
be incorporated by reference in answer or partial answer to
any item or sub-item of the statement unless it would render
such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly
identified in the reference by page, paragraph, caption or
otherwise. An express statement that the specified matter is
incorporated by reference shall be made at the particular
place in the statement where the information is required. A
copy of any information or a copy of the pertinent pages of
a document containing such information which is
incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with
the Commission for all purposes of the Act.
C.If the statement is filed by a general or limited
partnership, syndicate, or other group, the information
called for by Items 2-6, inclusive, shall be given with
respect to (i) each partner of such general partnership;
(ii) each partner who is denominated as a general partner or
who functions as a general partner of such limited
partnership; (iii) each member of such syndicate or group;
and (iv) each person controlling such partner or member. If
the statement is filed by a corporation or if a person
referred to in (i), (ii), (iii) or (iv) of this Instruction
is a corporation, the information called for by the above
mentioned items shall be given with respect to (a) each
executive officer and director of such corporation; (b) each
person controlling such corporation; and (c) each
executive officer and director of any corporation or other
person ultimately in control of such corporation.

Item 1.Security and Issuer
State the title of the class of equity securities to which
this statement relates and the name and address of the
principal executive offices of the issuer of such
securities.

Item 2.Identity and Background
If the person filing this statement or any person enumerated
in Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group
of persons, state its name, the state or other place of its
organization, its principal business, the address of its
principal office and the information required by (d) and
(e)of this Item. If the person filing this statement or any
person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this
Item with respect to such person(s).



(a)Name;

(b)Residence or business address;

(c)Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted;

(d)Whether or not, during the last five years, such person
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and, if so, give
the dates, nature of conviction, name and location of court,
and penalty imposed, or other disposition of the case;

(e)Whether or not, during the last five years, such person
was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws; and, if so, identify and describe
such proceedings and summarize the terms of such judgment,
decree or final order; and

(f)Citizenship.


Item 3.Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other
consideration used or to be used in making the purchases,
and if any part of the purchase price is or will be
represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding,
trading or voting the securities, a description of the
transaction and the names of the parties thereto. Where
material, such information should also be provided with
respect to prior acquisitions not previously reported
pursuant to this regulation. If the source of all or any
part of the funds is a loan made in the ordinary course of
business by a bank, as defined in Section 3(a)(6) of the
Act, the name of the bank shall not be made available to the
public if the person at the time of filing the statement
so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the
securities were acquired other than by purchase, describe
the method of acquisition.


Item 4.Purpose of Transaction
State the purpose or purposes of the acquisition of
securities of the issuer. Describe any plans or proposals
which the reporting persons may have which relate to or
would result in:


(a)The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;

(b)An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;

(c)A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;

(d)Any change in the present board of directors or
management of the issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;

(e)Any material change in the present capitalization or
dividend policy of the issuer;

(f)Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;

(g)Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;

(h)Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities
association;

(i)A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or

(j)Any action similar to any of those enumerated above.

Item 5.Interest in Securities of the Issuer

(a)State the aggregate number and percentage of the class
of securities identified pursuant to Item 1 (which may be
based on the number of securities outstanding as contained
in the most recently available filing with the Commission
by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned
(identifying those shares which there is a right to
acquire) by each person named in Item 2. The above-
mentioned information should also be furnished with
respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;


(b)For each person named in response to paragraph (a),
indicate the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote
or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information
required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or
direct the disposition is shared;

(c)Describe any transactions in the class of securities
reported on that were effected during the past sixty days
or since the most recent filing of Schedule 13D (Sections
240.13d-191), whichever is less, by the persons named in
response to paragraph (a).
Instruction. The description of a transaction required by
Item 5(c) shall include, but not necessarily be limited to:
(1) the identity of the person covered by Item 5(c) who
effected the transaction; (2) the date of the transaction;
(3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was
effected.

(d)If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities, a
statement to that effect should be included in response
to this item and, if such interest relates to more than
five percent of the class, such person should be
identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan,
pension fund or endowment fund is not required.

(e)If applicable, state the date on which the reporting
person ceased to be the beneficial owner of more than five
percent of the class of securities.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security, see
Rule 13d-3(d)(1) and the note thereto.

Item 6.Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any person with
respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such
contracts, arrangements, understandings or relationships
have been entered into.



Include such information for any of the securities that
are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power
or investment power over such securities except that
disclosure of standard default and similar provisions
contained in loan agreements need not be included.


Item 7.Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of
written  agreements relating to the filing of joint
acquisition statements as required by Sections240.13d-1(k)
and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating
to: (1) the borrowing of funds to finance the acquisition
as disclosed in Item 3; (2) the acquisition of issuer
control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other
matter as disclosed in Item 4; and (3) the transfer or
voting of the securities, finder's fees, joint ventures,
options, puts, calls, guarantees of loans, guarantees
against loss or of profit, or the giving or withholding of
any proxy as disclosed in Item 6.

Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

      Date   1-28-2004


      Signature

        David Marx              Lily Marx

      Name/Title  Individual owners Husband & Wife Joint Account

The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer or
general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement: provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.


Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

http://www.sec.gov/divisions/corpfin/forms/13d.htm
Last update: 12/05/2002