AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. _______________




                      SECURITIES  AND  EXCHANGE  COMMISSION
                            Washington,  D.C.  20549

                                    FORM S-8

     REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933


                         ARS  Networks,  Incorporated
                         ----------------------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

    New  Hampshire                                 14-1805077
   ---------------                               -------------
(State  or  other  jurisdiction  of              (IRS  Employer
incorporation  or  organization)                Identification  No.)

                               100 Walnut Street
                               -----------------
                           Champlain, New York, 12919
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)


                   2002 Non-Qualified Stock Compensation Plan
                            (Full title of the plan)

         Sydney A. Harland, 100 Walnut Street, Champlain, New York 12919
         ---------------------------------------------------------------
                     (Name and address of agent for service)

                                  518-298-2042
                                  ------------
          (Telephone number, including area code, of agent for service)





<PAGE>

<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>



<S>                   <C>               <C>                <C>                 <C>

                      PROPOSED          PROPOSED
                      AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES.  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
--------------------  ----------------  -----------------  ------------------  -------------
0001 par value
common stock . . . .         5,000,000  $         .07 (1)  $          350,000  $       32.20
--------------------  ----------------  -----------------  ------------------  -------------
TOTALS . . . . . . .         5,000,000  $            .07   $          350,000  $       32.20
--------------------  ----------------  -----------------  ------------------  -------------

</TABLE>



(1)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of June 17, 2002.

(2)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.



<PAGE>
                                   PROSPECTUS

                           ARS Networks, Incorporated.

                        5,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by ARS Networks,
Incorporated, a New Hampshire corporation, of shares of its $.0001 par value per
share common stock to employees, directors, officers, consultants, advisors and
other persons associated with ARS Networks, Incorporated pursuant to the 2002
Non-Qualified Stock Compensation Plan (the "Stock Plan").   Pursuant to the
Stock Plan, ARS Networks, Incorporated is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, 5,000,000 shares of
common stock or shares of common stock underlying stock options.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of ARS Networks,
Incorporated within the meaning of the Securities Act of 1933 (the "Act") may
sell all or part of the shares in any way permitted by law, including sales in
the over-the-counter market at prices prevailing at the time of such sale.  ARS
Networks, Incorporated is registering 3,000,000 shares for affiliates of the
Company.  An affiliate is summarily, any director, executive officer or
controlling shareholder of ARS Networks, Incorporated or any one of its
subsidiaries.  An "affiliate" of ARS Networks, Incorporated is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  The common stock is traded on the OTC Bulletin Board under the symbol
"ARSN."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is June 24, 2002


     This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by ARS Networks, Incorporated with
the Commission are qualified in their entirety by reference thereto.

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to:  ARS Networks,
Incorporated, 100 Walnut Street, Champlain, New York, 12919.

     ARS Networks, Incorporated. is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission.  These reports, as well
as the proxy statements and other information filed by ARS Networks,
Incorporated under the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by ARS Networks, Incorporated.  This prospectus does not
constitute an offer or a solicitation by anyone in any state in which such is
not authorized or in which the person making such is not qualified or to any
person to whom it is unlawful to make an offer or solicitation.

     Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of ARS Networks, Incorporated since the date hereof.


<PAGE>
                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item 2.   Registrant Information and Employee Plan Annual Information         .7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification  of  Officers,  Directors,  Employees and Agents     9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12

EXHIBIT  INDEX                                                                13




<PAGE>
                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM 1.  THE PLAN INFORMATION.
THE  COMPANY

     ARS Networks, Incorporated has its principal offices at 100 Walnut Street,
Champlain, New York, 12919.  ARS Networks, Incorporated's telephone number is
(518) 298-2042.

PURPOSE

     ARS Networks, Incorporated will issue common stock to employees, directors,
officers, consultants, advisors and other persons associated with ARS Networks,
Incorporated pursuant to the Stock Plan, which has been approved by the Board of
Directors of ARS Networks, Incorporated. The Stock Plan is intended to provide a
method whereby ARS Networks, Incorporated may be stimulated by the personal
involvement of its employees, directors, officers, consultants, advisors and
other persons in ARS Networks, Incorporated's business and future prosperity,
thereby advancing the interests of ARS Networks, Incorporated and all of its
shareholders.  A copy of the Stock Plan has been filed as an exhibit to this
registration statement.

COMMON  STOCK

     The Board has authorized the issuance of 5,000,000 shares of the common
stock or stock options to certain of the above-mentioned persons upon
effectiveness of this registration statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock unless
otherwise restricted by the Board of Directors as per the terms of the "Plan".
TAX  TREATMENT  TO  THE  RECIPIENTS

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code.  A recipient, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a specific contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer.  Each recipient is urged to
consult his tax advisors on this matter.

TAX  TREATMENT  TO  THE  COMPANY

     The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by ARS Networks,
Incorporated for federal income tax purposes in the taxable year of ARS
Networks, Incorporated during which the recipient recognizes income.

RESTRICTIONS  ON  RESALE

     In  the  event  that  an  affiliate  of ARS Networks, Incorporated acquires
shares of common stock hereunder, the affiliate will be subject to Section 16(b)
of  the Exchange Act.  Further, in the event that any affiliate acquiring shares
hereunder  has  sold  or  sells  any  shares  of  common stock in the six months
preceding  or following the receipt of shares hereunder, any so called "profit",
as  computed  under  Section  16(b) of the Exchange Act, would be required to be
disgorged  from  the recipient to ARS Networks, Incorporated.  Services rendered
have  been  recognized  as  valid  consideration for the "purchase" of shares in
connection  with  the  "profit"  computation under Section 16(b) of the Exchange
Act.  ARS Networks, Incorporated has agreed that for the purpose of any "profit"
computation  under  Section 16(b), the price paid for the common stock issued to
affiliates  is  equal to the value of services rendered.  Shares of common stock
acquired  hereunder  by persons other than affiliates are not subject to Section
16(b)  of  the  Exchange  Act.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request.  Requests should be
addressed to: ARS Networks, Incorporated, 100 Walnut Street, Champlain, New
York, 12919, Attention CFO, where its telephone number is (518) 298-2042.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
     The following documents filed with the Securities and Exchange Commission
(the "Commission") by ARS Networks, Incorporated, a New Hampshire corporation
(the "Company"), are incorporated herein by reference:
(a)     The Company's latest Annual Report on Form 10-KSB for the year ended
January 31, 2002, filed with the Securities and Exchange Commission;
(b)     The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended January 31, 2002; and
(c)     All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.
(d)     The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed with the Commission on September 19,
2001, as amended, pursuant to the Act, including any amendment or report filed
for the purpose of updating such description

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The financial statements of ARS Networks, Incorporated. are incorporated by
reference in this prospectus as of and for the year ended January 31, 2002 and
have been audited by Lougen Valenti Bookbinder & Weintraub LLP, independent
certified public accountants, as set forth in their report (which includes an
explanatory paragraph regarding the Company's ability to continue as a going
concern) incorporated herein by reference, and are incorporated herein in
reliance upon the authority of said firm as experts in auditing and accounting.
Brown & Associates, PLLC has rendered an opinion on the validity of the
securities being registered.  Brown & Associates, PLLC is not an affiliate of
ARS Networks, Incorporated.

ITEM 6.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

The Company's bylaws provide that the Company shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that that person is or was an agent
of the Company, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with that proceeding if
the person acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful.   A copy of Section 293-A:8.51 of the New Hampshire Revised Statutes
Annotated, which deals with indemnification of directors of a New Hampshire
corporation, is attached hereto as Exhibit 99.1.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of a small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

     (a)     The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:

Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Lougen  Valenti  Bookbinder  &
                 Weintraub LLP, independent certified  public  accountants

99.1             Section  293-A:8.51 of the New Hampshire Revised
                 Statutes  Annotated.


ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:
(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:
(I)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;
(II)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;
(III)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  this registration statement or any
material  change  to  such  information  in  this  registration  statement.
Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) shall not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.
(2)     That,  for  the  purpose  of  determining  any liability pursuant to the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of  such  securities  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.
(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4)     To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

(5)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.
     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

<PAGE>
                                   SIGNATURES
     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Champlain,  New  York  12919.

ARS Networks, Incorporated.
(Registrant)

/s/  Sydney  A.  Harland
------------------------
Sydney  A.  Harland
President  and  CEO

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.


<TABLE>
<CAPTION>



<S>                     <C>                         <C>
SIGNATURES . . . . . .  TITLE                       DATE
----------------------  --------------------------  -------------

/s/ Sydney A. Harland.  President, Chief Executive
----------------------
Sydney A. Harland. . .  Officer and Director        June 24, 2002
----------------------
/s/ Mark P. Miziolek.
----------------------
Mark P. Miziolek.. . .  Chief Financial Officer     June 24, 2002
----------------------
/s/ Robert Esecson . .  Corporate Secretary and
----------------------
Robert Esecson . . . .  Director                    June 24, 2002
----------------------
/s/ Donald B. Hathaway
----------------------
Donald B. Hathaway . .  Director                    June 24, 2002
----------------------
/s/ Michael J. Kirby
----------------------
Michael J. Kirby . . .  Director                    June 24, 2002
----------------------
/s/ Dale F. Sisel
----------------------
Dale F. Sisel. . . . .  Director                    June 24, 2002
</TABLE>



INDEX  TO  EXHIBITS

Exhibit  No.     Title
------------     -----

5.1               Legal  opinion  of  Brown  &  Associates,  PLLC

10.1              2002  Non-Qualified  Stock  Compensation  Plan

23.1              Consent  of  Brown  &  Associates,  PLLC

23.2              Consent  of  Lougen  Valenti  Bookbinder  &  Weintraub  LLP

99.1              Section 293-A:8.51 of the New Hampshire Revised
                  Statutes Annotated
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 23808}]
{"company-data": {"conformed-name": "ARS NETWORKS INC", "cik": "0001081856", "assigned-sic": "3743", "irs-number": "141805077", "state-of-incorporation": "NH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91066", "film-number": "02685539"}, "business-address": {"street1": "100 WALNUT STREET", "city": "CHAMPLAIN", "state": "NY", "zip": "12919", "phone": "5182982042"}, "former-company": {"former-conformed-name": "AMERI-CAN RAILWAY SYSTEMS INC", "date-changed": "19990511"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. _______________

                      SECURITIES  AND  EXCHANGE  COMMISSION
                            Washington,  D.C.  20549

                                    FORM S-8

     REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                         ARS  Networks,  Incorporated
                         ----------------------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

    New  Hampshire                                 14-1805077
   ---------------                               -------------
(State  or  other  jurisdiction  of              (IRS  Employer
incorporation  or  organization)                Identification  No.)

                               100 Walnut Street
                               -----------------
                           Champlain, New York, 12919
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)

                   2002 Non-Qualified Stock Compensation Plan
                            (Full title of the plan)

         Sydney A. Harland, 100 Walnut Street, Champlain, New York 12919
         ---------------------------------------------------------------
                     (Name and address of agent for service)

                                  518-298-2042
                                  ------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
                      AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES.  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
--------------------  ----------------  -----------------  ------------------  -------------
0001 par value
common stock . . . .         5,000,000  $         .07 (1)  $          350,000  $       32.20
--------------------  ----------------  -----------------  ------------------  -------------
TOTALS . . . . . . .         5,000,000  $            .07   $          350,000  $       32.20
--------------------  ----------------  -----------------  ------------------  -------------
(1)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of June 17, 2002.

(2)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.
PROSPECTUS

                           ARS Networks, Incorporated.

                        5,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by ARS Networks,
Incorporated, a New Hampshire corporation, of shares of its $.0001 par value per
share common stock to employees, directors, officers, consultants, advisors and
other persons associated with ARS Networks, Incorporated pursuant to the 2002
Non-Qualified Stock Compensation Plan (the "Stock Plan").   Pursuant to the
Stock Plan, ARS Networks, Incorporated is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, 5,000,000 shares of
common stock or shares of common stock underlying stock options.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of ARS Networks,
Incorporated within the meaning of the Securities Act of 1933 (the "Act") may
sell all or part of the shares in any way permitted by law, including sales in
the over-the-counter market at prices prevailing at the time of such sale.  ARS
Networks, Incorporated is registering 3,000,000 shares for affiliates of the
Company.  An affiliate is summarily, any director, executive officer or
controlling shareholder of ARS Networks, Incorporated or any one of its
subsidiaries.  An "affiliate" of ARS Networks, Incorporated is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  The common stock is traded on the OTC Bulletin Board under the symbol
"ARSN."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is June 24, 2002

     This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by ARS Networks, Incorporated with
the Commission are qualified in their entirety by reference thereto.

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to:  ARS Networks,
Incorporated, 100 Walnut Street, Champlain, New York, 12919.

     ARS Networks, Incorporated. is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission.  These reports, as well
as the proxy statements and other information filed by ARS Networks,
Incorporated under the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549.

     No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by ARS Networks, Incorporated.  This prospectus does not
constitute an offer or a solicitation by anyone in any state in which such is
not authorized or in which the person making such is not qualified or to any
person to whom it is unlawful to make an offer or solicitation.

     Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of ARS Networks, Incorporated since the date hereof.
TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item 2.   Registrant Information and Employee Plan Annual Information         .7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification  of  Officers,  Directors,  Employees and Agents     9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12

EXHIBIT  INDEX                                                                13
PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM 1.  THE PLAN INFORMATION.
THE  COMPANY

     ARS Networks, Incorporated has its principal offices at 100 Walnut Street,
Champlain, New York, 12919.  ARS Networks, Incorporated's telephone number is
(518) 298-2042.

PURPOSE

     ARS Networks, Incorporated will issue common stock to employees, directors,
officers, consultants, advisors and other persons associated with ARS Networks,
Incorporated pursuant to the Stock Plan, which has been approved by the Board of
Directors of ARS Networks, Incorporated. The Stock Plan is intended to provide a
method whereby ARS Networks, Incorporated may be stimulated by the personal
involvement of its employees, directors, officers, consultants, advisors and
other persons in ARS Networks, Incorporated's business and future prosperity,
thereby advancing the interests of ARS Networks, Incorporated and all of its
shareholders.  A copy of the Stock Plan has been filed as an exhibit to this
registration statement.

COMMON  STOCK

     The Board has authorized the issuance of 5,000,000 shares of the common
stock or stock options to certain of the above-mentioned persons upon
effectiveness of this registration statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock unless
otherwise restricted by the Board of Directors as per the terms of the "Plan".
TAX  TREATMENT  TO  THE  RECIPIENTS

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code.  A recipient, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a specific contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer.  Each recipient is urged to
consult his tax advisors on this matter.

TAX  TREATMENT  TO  THE  COMPANY

     The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by ARS Networks,
Incorporated for federal income tax purposes in the taxable year of ARS
Networks, Incorporated during which the recipient recognizes income.

RESTRICTIONS  ON  RESALE

     In  the  event  that  an  affiliate  of ARS Networks, Incorporated acquires
shares of common stock hereunder, the affiliate will be subject to Section 16(b)
of  the Exchange Act.  Further, in the event that any affiliate acquiring shares
hereunder  has  sold  or  sells  any  shares  of  common stock in the six months
preceding  or following the receipt of shares hereunder, any so called "profit",
as  computed  under  Section  16(b) of the Exchange Act, would be required to be
disgorged  from  the recipient to ARS Networks, Incorporated.  Services rendered
have  been  recognized  as  valid  consideration for the "purchase" of shares in
connection  with  the  "profit"  computation under Section 16(b) of the Exchange
Act.  ARS Networks, Incorporated has agreed that for the purpose of any "profit"
computation  under  Section 16(b), the price paid for the common stock issued to
affiliates  is  equal to the value of services rendered.  Shares of common stock
acquired  hereunder  by persons other than affiliates are not subject to Section
16(b)  of  the  Exchange  Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request.  Requests should be
addressed to: ARS Networks, Incorporated, 100 Walnut Street, Champlain, New
York, 12919, Attention CFO, where its telephone number is (518) 298-2042.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
     The following documents filed with the Securities and Exchange Commission
(the "Commission") by ARS Networks, Incorporated, a New Hampshire corporation
(the "Company"), are incorporated herein by reference:
(a)     The Company's latest Annual Report on Form 10-KSB for the year ended
January 31, 2002, filed with the Securities and Exchange Commission;
(b)     The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended January 31, 2002; and
(c)     All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.
(d)     The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed with the Commission on September 19,
2001, as amended, pursuant to the Act, including any amendment or report filed
for the purpose of updating such description

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The financial statements of ARS Networks, Incorporated. are incorporated by
reference in this prospectus as of and for the year ended January 31, 2002 and
have been audited by Lougen Valenti Bookbinder & Weintraub LLP, independent
certified public accountants, as set forth in their report (which includes an
explanatory paragraph regarding the Company's ability to continue as a going
concern) incorporated herein by reference, and are incorporated herein in
reliance upon the authority of said firm as experts in auditing and accounting.
Brown & Associates, PLLC has rendered an opinion on the validity of the
securities being registered.  Brown & Associates, PLLC is not an affiliate of
ARS Networks, Incorporated.

ITEM 6.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

The Company's bylaws provide that the Company shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that that person is or was an agent
of the Company, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with that proceeding if
the person acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful.   A copy of Section 293-A:8.51 of the New Hampshire Revised Statutes
Annotated, which deals with indemnification of directors of a New Hampshire
corporation, is attached hereto as Exhibit 99.1.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of a small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

     (a)     The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:

Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Lougen  Valenti  Bookbinder  &
                 Weintraub LLP, independent certified  public  accountants

99.1             Section  293-A:8.51 of the New Hampshire Revised
                 Statutes  Annotated.

ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:
(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:
(I)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;
(II)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;
(III)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  this registration statement or any
material  change  to  such  information  in  this  registration  statement.
Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) shall not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.
(2)     That,  for  the  purpose  of  determining  any liability pursuant to the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of  such  securities  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.
(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4)     To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

(5)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.
     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
SIGNATURES
     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Champlain,  New  York  12919.

ARS Networks, Incorporated.
(Registrant)

/s/  Sydney  A.  Harland
------------------------
Sydney  A.  Harland
President  and  CEO

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.
SIGNATURES . . . . . .  TITLE                       DATE
----------------------  --------------------------  -------------

/s/ Sydney A. Harland.  President, Chief Executive
----------------------
Sydney A. Harland. . .  Officer and Director        June 24, 2002
----------------------
/s/ Mark P. Miziolek.
----------------------
Mark P. Miziolek.. . .  Chief Financial Officer     June 24, 2002
----------------------
/s/ Robert Esecson . .  Corporate Secretary and
----------------------
Robert Esecson . . . .  Director                    June 24, 2002
----------------------
/s/ Donald B. Hathaway
----------------------
Donald B. Hathaway . .  Director                    June 24, 2002
----------------------
/s/ Michael J. Kirby
----------------------
Michael J. Kirby . . .  Director                    June 24, 2002
----------------------
/s/ Dale F. Sisel
----------------------
Dale F. Sisel. . . . .  Director                    June 24, 2002
INDEX  TO  EXHIBITS

Exhibit  No.     Title
------------     -----

5.1               Legal  opinion  of  Brown  &  Associates,  PLLC

10.1              2002  Non-Qualified  Stock  Compensation  Plan

23.1              Consent  of  Brown  &  Associates,  PLLC

23.2              Consent  of  Lougen  Valenti  Bookbinder  &  Weintraub  LLP

99.1              Section 293-A:8.51 of the New Hampshire Revised
                  Statutes Annotated