As previously reported in its Current Report on Form 8-K filed on December 4, 2012 (the "Form 8-K"), on November 28, 2012, ARI Network Services, Inc. ("ARI"), through its wholly-owned subsidiary, Project Viking II Acquisition, Inc., (the "Acquisition Sub" and, together with ARI, the "Company"), completed the acquisition of substantially all of the assets of the Retail Services Division of Fifty Below Sales & Marketing, Inc. ("50 Below RSD"), pursuant to
Section 363 and 365 of the United States Bankruptcy Code, for a purchase price of $5.0 million (the "Asset Purchase"). The consummation of the Asset Purchase was effected pursuant to a Bill of Sale and an Assumption and Assignment and Transition Services Agreement, each dated as of November 28, 2012 and executed by the Chapter 11 Operating Trustee (the "Trustee") of Fifty Below and the Acquisition Sub. This Amendment No. 1 to the Form 8-K is being filed to provide audited carve-out financial statements of 50 Below RSD as of and for the fiscal years ended July 31, 2011 and 2012 and the three month period ended October 31, 2012 and the unaudited pro forma information required by Item 9.01 of Form 8-K.

(a) Financial Statements of Businesses Acquired

Attached hereto as Exhibits 99.2 and 99.3, respectively, are the (1) audited carve-out financial statements and footnotes relating to the Retail Services Division of Fifty Below Sales & Marketing, Inc. as of and for the fiscal years ended July 31, 2011 and 2012; and (2) the unaudited carve-out financial statements and footnotes relating to the Retail Services Division of Fifty Below Sales & Marketing, Inc. as of and for the three-month period ended October 31, 2012.

(b) Pro Forma Financial Information

Attached hereto as Exhibit 99.4 are the unaudited pro forma combined financial statements and footnotes of the Company and the Retail Services Division of Fifty Below Sales & Marketing, Inc. for the twelve months ended July 31, 2012 and as of and for the three months ended October 31, 2012.

(c) Exhibits

Exhibit No.Description

                        2.1                     Bill of Sale dated as of
November 28, 2012*



                        2.2                     Assumption and Assignment and
Transition Services

                                                Agreement dated as of November
28, 2012*



                        4.1                     Secured Non-Negotiable
Subordinated Promissory

                                                Note dated November 28, 2012
issued to Michael D.

                                                Sifen, Inc.*

                        10.1                      Second Amendment to Loan and
Security Agreement

                                                and Other Loan Documents, dated
as of November 28,

                                                2012, by and between ARI Network
Services, Inc. and

                                                Fifth Third Bank*

--------------------------------------------------------------------------------


                        10.2                    Second Amendment to Rights
Agreement, dated as of

                                                November 28, 2012, between ARI
Network Services,

                                                Inc. and American Stock Transfer
& Trust Company, LLC*



                        23.1                    Consent of Independent Auditors.



                        99.1                    Press Release dated November 29,
2012*

99.2 Audited carve-out financial statements and footnotes relating to the Retail Services Division of Fifty Below Sales & Marketing, Inc. as of and for the fiscal years ended July 31, 2011 and 2012.

99.3 Unaudited carve-out financial statements and footnotes relating to the Retail Services Division of Fifty Below Sales & Marketing, Inc. as of and for the three month period ended October 31, 2012.

99.4 Unaudited pro forma combined financial statements and footnotes of ARI Network Services, Inc. and the Retail Services Division of Fifty Below Sales & Marketing, Inc. for the twelve month period ended July 31, 2012 and as of and for the three month period ended October 31, 2012.

* Previously filed.