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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

1207 Delaware Avenue, Suite 410, Buffalo, New York, 14209
(Address of principal executive offices) (Zip Code)

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 Par Value

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days. Yes X No___

Indicate the number of shares outstanding of each of the issuer's class of common stock. The Registrant had 131,340,007 shares of its common stock outstanding as of December 10, 2003.

Quarterly Report on Form 10-QSB for the
Quarterly period ending October 31, 2003.

FORMING A PART OF QUARTERLY REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


	October 31, 2003 ( UNAUDITED)	January 31 , 2003 ( AUDITED)
ASSETS
Current Assets:
Cash and equivalents	$ 18,186	$ 5,612
Note receivable	-	29,610
Total current assets	$ 18,186	$ 35,222

Other assets, net	25,646	646

Total Assets	$ 43,832	$ 35,868
	======	======
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$ 44,700	$ 161,000
Accrued management compensation ( Note D )	467,700	456,800
Accrued expenses	8,450	6,900
Related party Advances (Note D)	7,165	85,917
Total current liabilities	528,015	710,617

Commitments and contingencies

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 par value per share; 25,000,000 shares authorized, none issued and outstanding at October 31, 2003 and January 31, 2003	-	-
Common Stock, $0.0001 par value per share, 500,000,000 shares authorized, 100,990,007 and 2,500,006 shares issued and outstanding at October 31, 2003 and January 31, 2003, respectively. (Note E)	10,099	250
Additional paid in capital	7,325,551	4,853,150
Subscriptions Receivable (Note E)	(190,629)	-
Accumulated deficit	(7,629,204)	(5,528,149)
Deficiency in stockholder's equity	(484,183)	(674,749)
	$ 43,832	$ 35,868
	=======	=======

	For the three months ended		For the nine months ended
	October 31, 2003	October 31, 2002	October 31, 2003	October 31, 2002


Revenues:	$ -	$ -	$ 40,000	$ -

Costs and expenses:
General and administrative	345,767	122,168	940,856	573,424
Impairment of Goodwill	-		1,198,650

Total costs and expenses	(345,767)	(122,168)	(2,139,506)	(573,424)

Loss from continuing operations before interest and income taxes	(345,767)	(122,168)	(2,099,056)	(573,424)
Interest expenses	150	1,300	1,550	4,800
Income (taxes) benefit	-	-	-	-
Net loss from continuing operations	(345,917)	(123,468)	(2,101,056)	(578,224)
Loss from Discontinued operations		(38,204)	-	(64,422)
Cumulative effect of account change	-	-	-	(264,868)
Net Loss	$(345,917)	$(161,672)	$(2,101,056)	$ (907,514)

Loss per common share (basic and assuming dilution), as restated for reverse stock split	$(0.01)	$(0.24)	$(0.08)	$(1.23)
Continued operations	$(0.01)	$(0.18)	$(0.08)	$(1.17)
Discontinued operations		$(0.06)	-	$(0.13)
Loss from cumulative effect of change in accounting		-	-	$(0.53)
Weighted average shares outstanding as restated for reverse stock split	60,549,787	681,753	27,947,494	495,318

	For nine months ended October 31, 2003	For nine months ended October 31, 2002

Cash flows from operating activities
Net Loss for the period	$ (2,101,056)	$ (907,514)
Adjustments to reconcile Net loss to Net cash used in Operating activities :
Impairment of Goodwill	1,198,650	-
Cumulative effect of accounting change		264,868
Common stock issued in exchange for services rendered	639,200	62,794
Common stock issued in exchange for compensation	30,000	138,500
Depreciation and amortization	-	2,198
Changes in assets and liabilities
Decrease in Accounts receivable	-	51,406
Decrease in Note receivable	29,610	-
Decrease in inventories	-	(18,389)
Decrease in prepaid expenses	-	112,787
Increase in due from officer	-	(1,890)
Increase in accounts payable and accrued expenses	(103,499)	156,903

Net cash used in operating activities	(307,095)	(101,559)

Cash flows from Investing activities
Property and Equipments acquired		(1,300)
Cash used in investing activities		(1,300)

Cash Provided by Financing Activities
Proceeds from sale of common stock, net	398,421	10,000
Payments of long term debts	-	(1,258)
Proceeds from note payable		9,734
Repayment of advances-related parties, net	(78,752)	54,117
Net cash provided by financing activities	319,669	72,593

Increase (decrease) in cash and cash equivalents	12,574	(30,266)
Cash and cash equivalents, beginning of period	5,612	34,707
Cash and cash equivalents, end of the period	$ 18,186	$ 4,441
	======	======
Supplemental Information:
Cash paid during the period for interest	$ --	$ -
Cash paid during the period for taxes	-	-

ARS NETWORKS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
( UNAUDITED )

	For nine months ended October 31, 2003	For nine months ended October 31, 2002

Non cash disclosures :
Acquisition of Majestic Refilter		-
Assets acquired	$ 25,000	-
Goodwill	$ 179,000	-
Common stock issued for acquisition	$ 204,000	-

Acquisition of HMM capital Holdings
Assets acquired	$ 900	-
Liabilities acquired	$ 550	-
Goodwill	$ 1,019,650	-
Common stock issued for acquisition	$ 1,020,000	-

Common stock issued for services rendered	$ 639,200	$ 62,794
Common stock issued in exchange for compensation	$ 30,000	$ 138,500
Exercise of stock options against accrued compensation	-	$ 143,000
Cumulative effect of accounting changes: goodwill	-	$ 264,868
Impairment of goodwill	$ 1,198,650

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly, the results from operations for the nine months period ended October 31, 2003, are not necessarily indicative of the results that may expected for the year ending January 31, 2004. The unaudited condensed financial statements should be read in conjunction with the January 31, 2003 financial statements and footnotes thereto included in the Company's SEC Form 10-KSB.

Certain reclassifications have been made to conform to prior period's data to the current presentation. These reclassifications had no effect on reported losses.

ARS Networks, Incorporated ("Company"), was formed on May 4, 1998 under the laws of the state of New Hampshire to design and develop advanced railway communications and data management systems. To date the company has incurred sustained losses of $7,629,204.

In January, 2003, the Company sold its wholly-owned subsidiary, T & T Diesel Power, Ltd ("T & T") to the former managers of T&T, (the " Purchasers") through an Agreement of Purchase and Sale ("Agreement"). The T & T business segment is accounted for as a discontinued operation, and accordingly, amounts in the financial statements, and related notes for all periods shown have been restated to reflect discontinued operations accounting. Summarized results of the discontinued business are further described in Note B.

In February 2003, the Board of Directors recommended and shareholders approved a reverse split of the Company's common stock at the ratio of one (1) post consolidation share for each fifty (50) pre consolidation shares held by each shareholder. The reverse split was effective on March 26, 2003. As a result the Company's trading symbol was changed to ARSW.

Accordingly, all historical weighted average share and per share amounts have been restated to reflect the reverse stock split.

Effective January 1, 2002, the Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets". Under the new rules, the Company will no longer amortize goodwill and other intangible assets with indefinite lives, but such assets will be subject to periodic testing for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets must be tested for impairment, and write-downs to be included in results from operations may be necessary. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. Any goodwill impairment loss recognized as a result of the transitional goodwill impairment test will be recorded as a cumulative effect of a change in accounting principle no later than the end of fiscal year 2002.

As a result of the Company's lack of resources, the Company is unable to market certain of its proprietary products . Management performed an evaluation of the recoverability of the previously recognized goodwill as described in Statement of Financial Accounting Standards No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets ". Management concluded from the results of this evaluation that a significant impairment charge was required because estimated fair value was less than the carrying value of the assets. Considerable management judgment is necessary to estimate fair value. Accordingly, actual results could vary significantly from managements' estimates. Accordingly, the Company recorded a charge of $1,198,650 or $ .04 per share during the nine months ended October 31, 2003 for impairment previously of acquired goodwill (see Note I).

SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS No. 143 is effective in fiscal years beginning after June 15, 2002, with early adoption permitted. The Company adopted SFAS No. 143 effective January 1, 2003. The adoption of SFAS No. 143 had no material impact on Company's consolidated financial statements.

SFAS No. 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS No. 144 superseded Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions". The Company adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an amendment of that Statement, FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for Leases", to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that a similar to sale-leaseback transactions. The Company does not expect the adoption to have a material impact to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not expect the adoption to have a material impact to the Company's financial position or results of operations.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", which removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with Statements No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition, this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to include in its scope long-term customer relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. The requirements relating to acquisitions of financial institutions are effective for acquisitions for which the date of acquisition is on or after October 1, 2002. The provisions related to accounting for the impairment or disposal of certain long-term customer-relationship intangible assets are effective on October 1, 2002. The adoption of this Statement did not have a material impact to the Company's financial position or results of operations as the Company has not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure", which amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of Statement 148 are effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The adoption of this statement did not have a material impact on the Company's financial position or results of operations as the Company has not elected to change to the fair value based method of accounting for stock-based employee compensation.

Had compensation costs for the Company's stock options been determined based on the fair value at the grant dates for the awards, the Company's net loss and losses per share would have been as follows (transactions involving stock options issued to employees and Black-Scholes model assumptions are presented in Note H):

	For the three months ended October 31,		For the nine months ended October 31,
	2003	2002	2003	2002
Net loss - as reported	$(345,917)	$(161,672)	$(2,101,056)	$(907,514)
Add: Total stock based employee compensation expense as reported under intrinsic value method (APB. No. 25)	-	-	-	-
Deduct: Total stock based employee compensation expense as reported under fair value based method (SFAS No. 123)	-	-	-	-
Net loss - Pro Forma	$(345,917)	$(161,672)	$(2,101,056)	$(907,514)
Net loss attributable to common stockholders - Pro forma	$(345,917)	$(161,672)	$(2,101,056)	$(907,514)
Basic (and assuming dilution) loss per share - as reported	$(0.01)	$(0.24)	$(0.08)	$(1.23)
Basic (and assuming dilution) loss per share - Pro forma	$(0.01)	$(0.24)	$(0.08)	$(1.23)

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." Interpretation 46 changes the criteria by which one company includes another entity in its consolidated financial statements. Previously, the criteria were based on control through voting interest. Interpretation 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. A company that consolidates a variable interest entity is called the primary beneficiary of that entity. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company does not expect the adoption to have a material impact to the Company's financial position or results of operations.

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts ( collectively referred to as derivatives ) and for hedging activities under FASB Statement No.133, Accounting for Derivative Instruments and Hedging Activities. This statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this Statement did not have a material impact to the Company's financial position or results of operations as the Company has not engaged in either of these activities.

In May 2003, the FASB issued Statement No.150, " Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which establishes standards for how an issuer clarifies and measures certain financial instruments with characteristics of both liabilities and equity. The adoption of this Statement did not have a material impact to the Company's financial position or results of operations as the Company has not engaged in either of these activities.

In January, 2003, the Company sold its wholly-owned subsidiary, T & T Diesel Power, Ltd ("T & T") to the former management of T&T, ("The Purchasers") through an Agreement of Purchase and Sale ("Agreement"). The T & T business segment is accounted for as a discontinued operation, and accordingly, amounts in the financial statements, and related notes for all periods shown have been restated to reflect discontinued operations accounting.

In connection with the disposition of T & T, the Purchasers acquired 100% of the outstanding common stock of T&T and assumed all T & T liabilities for a total purchase price of $63,000. ARS received gross proceeds of $63,000 US from the sale, comprised of $33,390 in cash and a non interest bearing note receivable in the amount of $29,610 which was paid in July 2003.

The note receivable was assigned to a related party in order partially repay the note payable due to this related party. See Note D

As a result of the sale of the T & T business segment, the Company accounted for the segment as a discontinued operation, and accordingly, the amounts in the financial statements and related notes for all periods shown have been restated to reflect discontinued operations accounting.

The financial statements reflect the operating results and balance sheet items of the discontinued operations separately from continuing operations. Prior years have been restated. Operating results for the discontinued operations for the nine months ended October 31, 2003 and 2002 were:

On April 22, 2003, ARS Products Inc, a wholly owned subsidiary of ARS Networks Incorporated acquired Majestic Refilter Ltd. ("Majestic Refilter")., an entity with no significant assets and no significant operations. In connection with the acquisition of Majestic Refilter , the Company issued to Majestic Refilter shareholders a total of 2,000,000 shares of restricted common stock of the Company, valued at $204,000..

On April 25, 2003 ARS Products Inc, a wholly owned subsidiary of ARS Networks Incorporated acquired HMM Capital Holdings, Inc, a Nevada Corporation ("HMM") an entity with no significant assets and no significant operations. In connection with the acquisition of HMM , the Company issued to HMM shareholders a total of 10,000,000 shares of restricted common stock of the Company, valued at $ 1,020,000.

The acquisitions were accounted for as a purchases in accordance with SFAS 141 and, accordingly, the operating results of the acquired companies have been included in the Company's consolidated financial statements since the date of acquisition.

The Company repaid $32,000 of the $63,800 due on the note payable to related party in January 2003 and a further $28,308 from the proceeds of the note received from the sale of T&T. In January 2002, the Company issued options to purchase 100,000 shares and in February 2002 issued 25,000 common shares to the related party in connection with the note payable. The balance of the note payable outstanding is $3,492.

During the nine months ended October 31, 2003, officers of the Company were repaid $50,444, net of advances made to the Company, of previously advanced funds. The balance of the advances will be repaid as the Company raises additional capital. At October 31, 2003, these advances aggregated $4,623.

In January, 2003, management exercised stock options for 1,100,000 shares at a price of $0.13 per share for a total of $143,000.

In January 2003, the Board of Directors authorized the issuance of 58,715,177 shares to management in lieu of foregone compensation and settlement of management contracts. Management contracts were bought out due to an agreement to sell the Company. Subsequent to the approval of the settlements, the purchaser withdrew from the sale.

In January 2003, the Company issued 24,726 (1,236,289 pre consolidation) shares to the Board of Directors as compensation in the amount of $30,000 under pre approved contracts.

In June 2003, the Company issued 300,000 restricted shares at $0.10 per share to new members of the Board of Directors under board contracts.

In July 2003, the Board of directors authorized the issuance of 2,500,000 preferred shares to three officers of the company. These preferred shares will have cumulative voting rights of 100:1 versus common shares. These shares have not yet been issued.

In February 2003, the Company issued 15,000 shares of common stock as payment for legal services valued at $3,000.

On April 22, 2003, the Company issued 2 million shares of common stock of ARS Networks par value $ 0.0001 per share to the stockholders of Majestic Refilter Ltd in exchange of their common stock par value $ 0.001 per share. This stock had a value of $204,000 at the time of the transaction.

On April 25, 2003, in connection with the merger with HMM Capital Holdings, the Company issued 10 million shares of common stock of ARS Networks to the stockholders of HMM Capital Holdings, Inc received with par value of $ 0.0001 per share. The stock had a value of $1,020,000 at the time of the transaction.

During the nine months ended October 31, 2003, the Company issued an aggregate of 17,475,000 shares of common stock in exchange for services provided to the Company. The Company valued the shares based upon the market value of the Company's stock at the date of issuance, which did not differ materially from the value of the services rendered. ,

During the nine months ended October 31, 2003, the Company issued an aggregate of 64,500,000 shares of common stock under the Company's Employee Stock Incentive Plan (Note G) in exchange for $398,421 of cash and a subscription receivable of $190,629.

All valuations of the above shares are based on the stock price at the date of issue, which did not differ materially from the value of the services that were rendered by the consultants under the contracts.

In November 2002, the Company entered into a License Agreement with Edify Capital under which Edify would have the right to sell the ARS Automated Railway Crossing in China. The agreement was for an initial term of six months, extendable by mutual agreement, under which Edify paid, and ARS received $71,500. Of this amount, $40,000 was received in the nine month period ended October 31, 2003.

NOTE G EMPLOYEE STOCK INCENTIVE PLAN and NON-EMPLOYEE DIRECTOR AND CONSULTANT'S RETAINER STOCK PLAN

In June 2003, the company authorized the Employee Stock Incentive Plan ("ESIP") for 2003 as well as the Non-Employee Director and Consultant's Retainer Plan ("NDCRP") for 2003. The purpose of the ESIP is to provide stock incentive to employees of the company. Under the ESIP plan, employees are entitled to purchase shares for no less than 85% of the market price of the company's common stock. Shares issued under the plan are approved by the company's Board of Directors.

The purpose of the NDRCP is to attract non-employee directors and consultants who capable of improving the success of the Company by providing a direct economic interest to Company performance. Under the terms of this plan, non employee directors or consultants may be compensated through the issuance of Company stock at a deemed value of $0.10 per share. The plan is administered by the Company's Board of Directors.

The initial plans were filed in June 2003 with shares available under the ESIP and NDCRP of 18 million and 2 million shares respectively. These plans were amended August 1, 2003 to provide for an additional 50 million and 10 million shares respectively and further amended in October 2003 to provide for an additional 185 million and 15 million shares respectively.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to officers, directors or employees of the Company under a non-qualified employee stock option plan.

Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding at October 31, 2003	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable at October 31, 2003	Weighted Average Exercise Price

$0.005	$ 2,455	18 months	$ 0.0001	2,455	$ 0.0001
$6.50	52,769	39 months	6.50	52,769	$ 6.50
$25.00	15,000	30 months	25.00	15,000	25.00
$34.38	32,365	22 months	34.38	32,365	34.38
$50.00 to $50.50	28,897	4 months	50.50	28,897	50.50
	131,486			131,486
	======			======

Transactions involving stock options issued to employees are summarized as follows:

The weighted-average fair value of stock options granted to employees during the period ended September 30, 2003 and 2002 and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows:

If the Company recognized compensation cost for the non-qualified employee stock option plan in accordance with SFAS No. 123, the Company's pro forma net loss and net loss per share would have been $(2,101,056) and $(0.08) for the nine months ended October 31, 2003 and $(907,514) and $(1.23) for the nine months ended October 31, 2002, respectively.

Management performed an evaluation of the recoverability of the goodwill as described in Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets ". Management concluded from the results of this evaluation that a significant impairment charge was required because estimated fair value was less than the carrying value of the assets. Considerable management judgment is necessary to estimate fair value. Accordingly, actual results could vary significantly from managements' estimates. Accordingly, the Company recorded a charge of $1,198,650 or $0.04 per share for the nine months ended October 31, 2003 for impairment of goodwill.

The following information should be read in conjunction with the consolidated financial statements of ARS and the notes thereto appearing elsewhere in this filing. Statements in this Management's Discussion and Analysis or Plan of Operation that are not statements of historical or current fact constitute "forward-looking statements". The accompanying financial statements and the discussion below were prepared by management.

ARS Networks, Incorporated ("ARS" or the "Company") is a corporation formed in New Hampshire on May 4, 1998.

ARS was formed in 1998 to design and develop advanced railway communications and data management systems and as such has a limited operating history. In July 2000, ARS completed the purchase of T & T Diesel Power, Ltd. ("T & T"). However, under performance by T&T resulted in the sale of T&T in January 2003. In recognition of the Company's difficulty in securing sufficient financing to continue in its current structure, the Board of Directors recommended that the Company revisit its capital structure and also its business plan. As a result, the Company has undertaken several changes in order to bring value to shareholders.

At a Special Meeting of Shareholders held December 5, 2002, the Company's shareholders approved an increase in the authorized share capital of the Company to 500,000,000 shares.

In February 2003, the Company's Board of Directors recommended, and the shareholders approved, a reverse stock split on the ratio of 1 (one) post split share for each 50 (fifty) pre split shares held by shareholders. Following the filing and acceptance of schedule 14 C, the reverse split became effective on March 26, 2003. The Company's trading symbol was also changed on March 26 to ARSW.

On March 28, 2003, the Company entered into a Letter of Intent with Alexander and Wade Inc to acquire 100% of its wholly owned subsidiary, Majestic Refilter, Ltd. ("Majestic Refilter") On April 8, 2003, the Board of ARS approved the transaction under which ARS issued 2 million shares of its restricted common stock for the acquisition. The purchase of Majestic Refilter closed on April 22, 2003. More detailed discussion of this product and its benefits to ARS are noted below.

On April 25, 2003, ARS acquired all of the outstanding common shares of HMM Capital Holdings Inc. ("HMM") and with this transaction also acquired the license to distribute the ARS Fire Safety Tec fire retardant doors. The fire doors are approved by United Laboratories in the United States and Canada. The retrofit fire doors are protected by patent in the US. The doors meet the current safety legislation guidelines imposed in the US and Canada and have been sold in North America for the past several years. As consideration, ARS issued 10 million shares of its restricted common stock to the shareholders of HMM Capital Holdings, Inc. in exchange for all 10 million shares of HMM outstanding.

Given the above, the Company has refocused its business strategy for 2003 and beyond. The Company has entered into marketing and license agreements regarding the fire doors and anticipates that revenue will be generated in the near term from this product and the Company will also focus on the continued development of Crosslogix and the Refilter products. However, it must be noted that the customer acceptance of these products is not assured.

Three Months Ended October 31, 2003 Compared To Three Months Ended October 31, 2002

Revenues. ARS had revenues of $0 in the three months ended October 31, 2003 versus $0 in revenue for the three months ended October 31, 2002.

Total Operating Expenses. ARS' total operating expenses increased from $122,168 to $345,767, in the three months ended October 31, 2002 and 2003 respectively. The increase in operating expenses is principally due to professional fees and marketing contracts entered into in order to refocus the Company's business plan during this period.

Net Loss. ARS had a net loss of $345,917 or $0.01 per share, in the three months ended October 31, 2003 compared to a net loss of $161,672, or $0.24 per share, in the comparable period in the prior year. The increase in net loss is due to increase in total operating expenses as noted above.

Nine months Ended October 31, 2003 Compared To Nine months Ended October 31, 2002

Revenues. ARS had revenues of $40,000 in the Nine months ended October 31, 2003 versus $0 in revenue for the nine months ended October 31, 2002. These revenues relate to license arrangements to market the ARS Crosslogix system in China.

Total Operating Expenses. ARS' total operating expenses increased from $573,424 to $940,856, in the nine months ended October 31, 2002 and 2003 respectively. The increase in operating expenses is principally due to professional fees and marketing contracts entered into in order to refocus the Company's business plan during this period.

Net Loss. ARS had a net loss of $2,101,056 or $0.08 per share, in the nine months ended October 31, 2003 compared to a net loss of $907,514, or $1.23 per share, in the comparable period in the prior year. The increase in the loss is primarily due to the deemed goodwill impairment charge recorded in the current period.

As part of its sales and marketing strategies, ARS/FST is in discussions with marketing and distribution organizations that will assist in the market development and awareness of the product and coordinate efforts to start building a full dealer sales, customer support and service network. In this regard, ARS entered into a license agreement in August 2003 with American Fire Retardant to market, distribute and sell the door kits.

The Company will continue to focus its efforts on obtaining funding to launch the FST product However, to date our efforts have not generated sales. We will continue to evaluate the products potential for success in the market over the next quarter

The Company believes that there is an urgent need worldwide for the ARS Refilter and is in discussions with potential joint venture partners to commercialize product. In April 2003, President Bush's administration proposed reductions of greater than ninety percent in air pollution from diesel-powered farm, construction and other off-road equipment predicting the curbs would prevent thousands of premature deaths, respiratory ailments and heart attacks.

Regulators internationally are setting stringent standards for diesel emissions that must be met at varying milestones during the coming decade. With over fifteen million diesel engines in operation in the U.S., and in excess of 50 million worldwide, the current output of harmful emissions is estimated to be well above 5 million tons per year. According to the Environmental Protection Agency (EPA), each year smog and soot account for 15,000 premature deaths, one million respiratory problems, 400,000 asthma attacks and thousands of cases of aggravated asthma, especially in children. It is this problem that, after two years of research, has lead to the development of an exhaust filtering system called REFILTER.

The ARS REFILTER Exhaust Filter System incorporates a removable filter/converter system that is designed for cleaning when needed. This system does not require special fuel formulations and will work with current engine management systems thus allowing for an estimated 90% reduction in emissions and therefore meeting the upcoming standards. The ARS REFILTER Exhaust Filter System will reduce particle emissions from combustion engines and has applications in transportation and construction as well as other industries. The Company has completed the necessary research and is continuing development with regard to a proto-type unit.

Throughout the world diesel engines are the power plant of choice for running trains and heavy industrial equipment. This is so because a diesel engine is considered the most efficient form of internal combustion engine available. The combination of a slow development in "low" or "zero" emissions engines and the perception that there is an adequate supply of petroleum products leads the Company to believe that diesel engines will continue to dominate for some time to come and in ever increasing numbers each year. Although the diesel engine is, and will continue to be the most popular form of industrial drive, it comes at a very heavy cost to the environment. Regulators internationally are setting standards for diesel emissions that must be met at varying milestones during the coming decade. ARS Refilter has been issued a patent for its unique practical system. Refilter's intention is to execute the initial development and license it's patented technology.

Recently, both the EPA & CARB (California Air Resources Board) have been strongly suggesting that the upcoming emission standards are "tailored to force the use of diesel particulate filters on new heavy-duty engines." During ARS Refilter's research phase of this project, it was apparent that both a catalytic converter and a particulate trap would be needed to meet the standards set. Further research indicated that trying to make a filter system that would last the life of the vehicle would be impractical, primarily due to the typical long life span of a diesel engine. This led ARS Refilter to the most practical solution: a removable filter/converter system that is designed for cleaning when needed. To date 15% of the development has been conducted and completion time for the balance of development, assuming sufficient financial resources are available, and licensing arrangements are made, will be approximately 10 months. The Company intends to establish strategic alliances with companies that would benefit from the successful introduction of this product.

The Crosslogix crossing control system has been under development for the past several years. Limited funding has resulted in ARS revisiting its business plan and focusing on revenue generating ventures. As such, Crosslogix will continue to be developed albeit with less focus than in the past.

ARS has held discussions with several potential partners with regard to continued development of Crosslogix. ARS will seek to further develop partnerships for the joint development and marketing of the Crosslogix product. The primary focus of ARS with regard to Crosslogix will be to complete the vital safety audit of the system.

As of October 31, 2003, we had a working capital deficit of $ 509,829. As a result of our operating losses for the nine months ended October 31, 2003 we generated a negative cash flow from operating activities of $307,095. We met our cash requirements during this period through the sale of common stock.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity in order to provide the necessary working capital. We currently have no commitments for financing. There is no guarantee that we will be successful in raising the funds required.

By adjusting its operations and development to the level of capitalization, management belives it has suffucient capital resources to meet projected cash flow deficits through the next twelve months . However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

Auditors' opinion expresses doubt about the Company's ability to continue as a going concern . The indenpendent auditors report on the Company's January 31, 2003 financial statements states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern.

The primary focus of ARS in the short term will be the sale and distribution of the Fire Safety Tec. As such, ARS marketing development will be concentrated in this area.

Market evaluation, the first stage of the market strategy, has been completed during the last three years of test marketing and manufacturing the product in Canada. The inventor of the fire rated retrofit doors product has successfully sold over 70,000 units, mostly in Toronto Canada; notwithstanding, there is an increasing demand for the product in the US. Security, safety, cost savings, efficiencies and the adoption of NFPA-101 Life Safety Code-2000 by 33 of the 50.

FST is in discussions with marketing and distribution organizations that will assist in the market development and awareness of the product and coordinate efforts to start building a full dealer sales, customer support and service network. In this regard, ARS has entered into a license agreement for the marketing, sales and distribution of the retro fit fire doors.

The Company intends to aggressively pursue the leading industry publications for editorial coverage, publicity and trade advertising. The objective will be to create awareness of the Company's products.

ARS has developed a web site (http:www.arsnetworks.com) that provides on-line information about the Company and allows the Company to communicate with the public, government authorities, end users, property managers and executives in the safety, railway and transportation industries.. In addition, the Company intends to use the web site in direct marketing campaigns to build customer awareness from the ground up.

The Company intends that to use contractors for its manufacturing and assembly for the foreseeable future, with care taken to ensure that ISO standards are maintained.

All components required for the ARS family of products will be specified to meet the highest standards of product quality, reliability and manufacturing specifications

ARS will continue development of its Crosslogix and Refilter product during the foreseeable future. The Company will seek partners to assist in the final development stages. However, the prime objective at this point in time is the market development of the fire doors and the development of related products.

The Company has held discussions regarding development relations for the Crosslogix and Refilter products

During the current fiscal period, the Company does not anticipate purchasing or selling any plant or significant equipment.

The Company currently employs 3 persons under consulting contracts and 3 under employment agreements. This number will increase over 2003 as the Company grows the Fire Safety Door operation

ARS has patent protection under a license agreement for the fire safety doors. The patent was granted February 18, 1997.

ARS has patent protection, under a license agreement, for an Automated Railway Crossing. The patent was granted in June 2001.

A patent has been granted for the Refilter product. As part of the acquisition of Refilter in April, ARS acquired the intellectual property which was valued at $25,000.

Employee Stock Incentive Plan and Non-Employee Director and Consultants Retainer Plan

The initial plan were filed in June 2003 with shares available under the ESIP and NDCRP of 18 million and 2 million shares respectively. These plans were amended August 1, 2003 to provide for an additional 50 million and 10 million shares respectively and was further amended October 20, 2003 to provide for an additional 185 million and 15 million shares respectively.

The Company's management including the President and Treasurer, have evaluated, within 90 days prior to the filing of this quarterly report, the effectiveness of the design, maintenance and operation of the Company's disclosure controls and procedures. Management determined that the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports that it files under the Exchange Act is accurate and is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and regulations.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision making can be fully faulty and that breakdowns in internal control can occur because of human failures such as errors or mistakes or intentional circumvention of the established process.

There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation thereof, including any corrective actions with regard to significant deficiencies and material weaknesses.

Other than as set forth below, the Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened

The Company is subject to other legal proceedings and claims that arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have material adverse effect on its financial position, results of operations or liquidity.

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                By:          /s/ Sydney A. Harland
                                                                                Name:     Sydney A. Harland
                                                                                Title:       President and CEO

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions, with regard to significant deficiencies and material weaknesses.

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

New Hampshire	14-1805077
(State or jurisdiction of incorporation)	(I.R.S. Employer or organization Identification No.)

	Page No.
Unaudited Condensed Consolidated Balance Sheets at October 31, 2003 and January 31, 2003	F-3

Unaudited Condensed Consolidated Statement of Losses for the three months ended October 31, 2003 and October 31, 2002 and nine months ended October 31, 2003 and October 31, 2002	F-4

Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended October 31, 2003 and October 31, 2002	F-5 - F-6

Notes to Unaudited Condensed Consolidated Financial Statements	F-7 - F-14

	Majestic Refilter	HMM	Total
Issuance of common stock	$ (204,000)	$ (1,020,000)	$ (1,224,000)
Assets acquired	25,000	900	25,900
Liabilities assumed	( -)	( 550)	( 550)
Goodwill recognized (See Note I)	179,000	1,019,650	1,198,650

	Number of Shares	Weighted Average Price Per Share
Outstanding at February 1, 2001	64,219	$40.50
Granted	89,769	$ 9.50
Exercised
Canceled or expired	(503)	$50.00
Outstanding at January 31, 2002	153,486	$22.50
Granted
Exercised	(22,000)	$ 6.50
Canceled or expired
Outstanding at January 31, 2003	131,486	$22.50
Granted
Exercised
Canceled or expired
Outstanding at October 31, 2003	131,486	$22.50
	======	====

	2003	2002
Significant assumptions (weighted-average):
Risk-free interest rate at grant date	1.67%	1.67%
Expected stock price volatility	40%	40%
Expected dividend payout	-	-
Expected option life-years (a)	4	4

	2003	2002
Revenues	$ -	$ 228,092
Expenses	-	(292,534)
Net (loss)	$ -	$ (64,442)
	========	========

Exhibit No.	Description	Location

99.1	Certification of Sydney A. Harland pursuant to Section 906 of Sarbanes-Oxley Act of 2002, (filed herewith)	Provided herein

99.2	Certification of Mark Miziolek pursuant to Section 906 of Sarbanes-Oxley Act of 2002, (filed herewith)	Provided herein