UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ARI Network Services, Inc.
(Name of Issuer)
Common Stock $.001 par value
(Title of Class of Securities)
001930-10-6
(CUSIP Number)
*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 the disclosures provided in a prior
cover page.
The information required in 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).
<PAGE>
CUSIP No. 001930-10-6 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Quaestus Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
NUMBER OF 55,834 shares of Common Stock
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
55,834 shares of Common Stock
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
55,834 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
1.3%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 001930-10-6 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Quaestus Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
NUMBER OF 10,000 shares of Common Stock
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
10,000 shares of Common Stock
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 001930-10-6 13G Page 4 of 10 Pages
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
RPI Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
306,816 shares of Common Stock (includes 55,834
shares held indirectly through Quaestus Limited
Partnership).
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
306,816 shares of Common Stock (includes 55,834
shares held indirectly through Quaestus Limited
Partnership).
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
306,816 shares of Common Stock
(includes 55,834 shares held indirectly
through Quaestus Limited Partnership).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
7.3%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 001930-10-6 13G Page 5 of 10 Pages
1 NAME OF REPORTING PERSON SS. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Weening
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP *
(a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
335,661 shares of Common Stock, including the
shares owned by RPI Holdings, Inc., Quaestus
NUMBER OF Limited Partnership and Quaestus Management Corp.
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 125 shares of Common Stock, indirectly through
PERSON Spouse.
WITH
7 SOLE DISPOSITIVE POWER
335,661 shares of Common Stock, including the
shares owned by RPI Holdings, Inc., Quaestus Limited
Partnership, and Quaestus Management Corp.
8 SHARED DISPOSITIVE POWER
125 shares of Common Stock, indirectly through
Spouse.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
335,786 shares of Common Stock,
including the shares owned by RPI
Holdings, Inc., Quaestus Limited
Partnership, Quaestus Management
Corp., and Spouse.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 001930-10-6 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer.
ARI Network Services, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
330 East Kilbourn Avenue
Milwaukee, WI 53202
Item 2(a). Name of Person Filling.
(i) QUAESTUS Limited Partnership ("QLP")
(ii) QUAESTUS Management Corp. ("QMC")
(iii) RPI Holdings, Inc. ("RPI")
(iv) Richard W. Weening ("RWW")
Item 2(b). Address of Principal Business Office.
(i) QLP: 330 East Kilbourn Avenue
Milwaukee, WI 53202
(ii) QMC: 330 East Kilbourn Avenue
Milwaukee, WI 53202
(iii)RPI: 330 East Kilbourn Avenue
Milwaukee, WI 53202
(iv) RWW: 330 East Kilbourn Avenue
Milwaukee, WI 53202
Item 2(c). Citizenship.
(i) QLP: Wisconsin
(ii) QMC: Delaware
(iii)RPI: Wisconsin
(iv) RWW: Wisconsin
Item 2(d). Title and Class of Securities.
Common Stock $.001 par value
Item 2(e). CUSIP Number.
001930 10 6
Item 3. Identification.
Not Applicable
<PAGE>
CUSIP No. 001930-10-6 13G Page 7 of 10 Pages
Item 4(a). Amount Beneficially Owned.
(i) QLP: 55,834 shares of Common Stock,
including a warrant to purchase 15,157
shares of Common Stock.
(ii) QMC: 10,000 shares of Common Stock.
(iii) RPI: 306,816 shares of Common
Stock, including 40,677 shares of Common
Stock and a warrant to purchase 15,157
shares of Common Stock held indirectly
through QUAESTUS Limited Partnership.
(iv) RWW: 335,786 shares of Common
Stock, including warrants to purchase
30,314 shares of Common Stock. RWW's
shares include 40,677 shares and a
warrant owned by QUAESTUS Limited
Partnership; 10,000 shares of Common
Stock owned by QMC; 250,982 shares of
Common Stock owned by RPI Holdings,
Inc.; 125 shares of Common Stock owned
by Spouse; 1,125 shares owned by Tenancy
in Common with a third party; 2,563
shares owned individually; and a warrant
to purchase 15,157 shares of Common
Stock owned directly.
QLP is a Wisconsin limited partnership. RPI, a
Wisconsin corporation, is the managing general
partner of QLP. RWW is the president and a
shareholder of QMC and RPI.
Item 4(b). Percent of Class.
(i) QLP: 1.3%
(ii) QMC: 0.2%
(ii) RPI: 7.3%
(iii)RWW: 8.0%
Item 4(c). Number of shares as to which each person has:
A. Sole power to vote or to direct the vote:
(i) QLP: 55,834 shares of
Common Stock.
(ii) QMC: 10,000 shares of
Common Stock.
(iii)RPI: 306,816 shares
of Common Stock.
(iv) RWW: 335,661 shares of
Common Stock.
<PAGE>
CUSIP No. 001930-10-6 13G Page 8 of 10 Pages
B. Shared power to vote or to
direct the vote:
(i) RWW: 125 shares of Common
Stock indirectly through Spouse.
C. Sole power to dispose or to
direct the disposition of:
(i) QLP: 55,834 shares of
Common Stock.
(ii) QMC: 10,000 shares of
Common Stock.
(iii)RPI: 306,816 shares
of Common Stock.
(iv) RWW: 335,661 shares of
Common Stock.
D. Shared power to dispose or to
direct the disposition of:
(i) RWW: 125 shares of Common
Stock indirectly through Spouse.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another.
None.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
None.
Item 8. Identification and Classification of
Members of the Group.
None.
<PAGE>
CUSIP No. 001930-10-6 13G Page 9 of 10 Pages
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
<PAGE>
CUSIP No. 001930-10-6 13G Page 10 of 10 Pages
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.
Dated: February 17, 1998 QUAESTUS LIMITED PARTNERSHIP
By: /s/ Richard W. Weening
---------------------------
Richard W. Weening
President, RPI Holdings, Inc.,
the Managing General Partner
Dated: February 17, 1998 QUAESTUS MANAGEMENT CORP.
By: /s/ Richard W. Weening
---------------------------
Richard W. Weening, President
Dated: February 17, 1998 RPI HOLDINGS, INC.
By: /s/ Richard W. Weening
-----------------------------
Richard W. Weening, President
Dated: February 17, 1998
/s/ Richard W. Weening
--------------------------------
Richard W. Weening
EXHIBIT A
RULE 13d-1 (f)(1)
The undersigned, on this 17th day of February,
1998 agree and consent to the joint filing on behalf of
this Schedule 13G in connection with their beneficial
ownership of the common stock of ARI Network Services,
Inc.
QUAESTUS LIMITED PARTNERSHIP
By: /s/ Richard W. Weening
---------------------------
Richard W. Weening
President, RPI Holdings, Inc.,
the Managing General Partner
QUAESTUS MANAGEMENT CORP.
By: /s/ Richard W. Weening
-----------------------------
Richard W. Weening, President
RPI HOLDINGS, INC.
By: /s/ Richard W. Weening
-----------------------------
Richard W. Weening, President
/s/ Richard W. Weening
-------------------------------
Richard W. Weening
