SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended May 31, 2002 or
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
        For the transition period from to
Commission file number 0-2288
**HOSOI GARDEN MORTUARY, INC.**
STATE OF HAWAII
IRS Employer Identification No. 99-0088064
30 North Kukui Street
Honolulu, Hawaii 96817
Issuer's telephone number:  808-538-3877
Securities registered pursuant to Section 12(b) of the Exchange Act:

         None
Securities registered pursuant to Section 12(g) of the Exchange Act:
         Common Stock  Par Value $.20 per share
Check whether the issuer (1) filed all reports required to be filed by the ExchangeAct during the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.     Yes       No      X       
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Indicate by check mark if disclosure of delinquent filers in response to Item 405 ofRegulation S-B is not contained herein, and will not be contained, to the best ofregistrant's knowledge, in definitive proxy or information statements incorporatedby reference in Part III of  this Form 10-KSB or any amendment to this Form10-KSB.  (   )
State issuer's revenue for its most recent fiscal year.       $2,808,493
State the aggregate market value of the voting stock held by non-affiliatescomputed by reference to the price at which the stock was sold, or the average bidand asked prices of such stock, as of a specified date within the past 60 days. (Seedefinition of affiliate in Rule 12b-2 of the Exchange Act):     $5,643,298
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of issuer's classes of common stock,as of the latest practicable date:     1,620,706
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them andidentify the part of the 10-KSB (e.g. Part I, Part II, etc.) into which the document isincorporated:  (1) any annual report to security holders; (2) any proxy orinformation statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) ofthe Securities Act of 1933 ("Securities Act").  The listed documents should be clearlydescribed for identification purposes (e.g. annual report to the security holders forfiscal year ended May 31, 1992).
Transitional Small Business Disclosure Format (Check one):  Yes    X     No 
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PART I
ITEM 1.	Description of Business
Hosoi Garden Mortuary, Inc. (the "Company") was incorporated in 1957 under thelaws of the State of Hawaii as the successor to a business founded in 1900.Professional funeral services are the principal services rendered by the Company.The Company is engaged in the funeral and mortuary business, including the saleof pre-need funeral services contracts.  During the fiscal years ended May 31, 2002and 2001, funeral services accounted for 78.93% and 83.0%, respectively, ofrevenues.  The Company owns  50% of Garden Life Plan, Ltd. ("Garden Life") whichsells pre-need funeral service contracts for which the Company acts as the soleservicing mortuary.
The Company operates a mortuary business in Honolulu, Hawaii.  The Companyoffers funeral services to all persons in Hawaii.  Although the Company,historically, has served principally persons of Japanese ancestry who follow aparticular and special order of worship in accordance with their religious beliefs,the Company continues to develop markets involving other ethnic groups andreligious beliefs.  In addition to handling funeral services for residents of Honolulu,the Company conducts services for residents of other counties in Hawaii andprepares remains for shipment to or receives them from other counties in Hawaii,other states in the United States and foreign countries.  Competition in the funeralbusiness in Hawaii is based upon (1) the location of a mortuary and (2) the principalethnic group that a mortuary serves.  There are 20 mortuaries in the State ofHawaii.  Their locations are as follows:**Location**
**Number of Mortuaries**Island of Hawaii
Island of Maui
Island of Oahu
Island of Kauai
Island of Molokai
3
3
11
2
1
Because of the separation of the Hawaiian islands by ocean, a mortuary is generallyconfined to the funeral  demands of a particular island.  A very small percentage ofbusiness constitutes service requiring the use of funeral parlors on an island otherthan where death has occurred.
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Comparative Statistical Information**Calendar**
**Year End****No. of Deaths**
**in State of HI****No. of Deaths
**in Oahu****Services**
**Performed by**
**the Company****Percent of Services**
**by Company as to**
**No. of Deaths in
**Oahu**1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
20016,486
7,173
7,570
7,531
7,795
8,148
8,016
8,297
8,369
8,512
8,4324,930
5,317
5,689
5,588
5,834
5,557
5,856
6,058
6,136
6,129
6,154   980
1,011
1,114
1,091
1,043
1,151
1,050
1,063
1,100
1,103
1,09919.88%
19.01%
19.58%
19.52%
17.88%
20.71%
17.93%
17.54%
17.93%
18.00%
17.86%
In most cases, a substantial portion of the business of a mortuary is from an ethnicgroup it principally serves.  Historically, a substantial portion of the Company'stotal services were for families of Japanese ancestry.
The larger mortuaries on the Island of Oahu and the ethnic groups which they arebelieved to serve primarily are as follows:**Name****Ethnic Groups Served**Williams Mortuary
Hosoi Garden Mortuary
Borthwick Mortuary
Hawaiian Memorial Park
Mililani Memorial Park & Mortuary
Leeward Funeral Home
Valley of the Temples Mortuary
(also operating Kukui, Nuuanu
and Diamond Head Memorial Parks)Caucasian
Japanese
Caucasian and Chinese
Mixed and Japanese
Mixed (Filipino and Japanese)
Mixed
Japanese, Chinese and Caucasian

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On July 7, 1998, the Company entered into an agreement with Woolsey Funeral &Cemetery Services, Inc. to form Woolsey-Hosoi Mortuary Services, LLC, a limitedliability company under the laws of the State of Hawaii.  It is expected that the LLCwill conduct funeral services to persons other than those of Japanese ancestry.Funeral services arranged by the LLC will generally be conducted at churches andother locations other than on the Company's premises.
Thirty (30) persons were employed by the Company for the fiscal year ended May31, 2002.  Seventeen (17) persons were employed full-time and thirteen (13) personswere employed part-time.
ITEM 2.	Description of Property
The Company operates its business at 30 North Kukui Street, Honolulu, Hawaii,96817, on the northwest corner of Nuuanu Avenue and Kukui Street in Honolulu,Hawaii.  The business site consists of 92,773 square feet, of which the Companyowns a 78/104th interest.  The Herman S. Hosoi Trust owns a 13.65/104th interestand the Hosoi-Tamori-Shimonishi Trust owns the remaining 12.35/104th interest.The trustees and beneficiaries of both trusts include directors, officers andshareholders of the Company.
The portion owned by the Company is owned in fee simple.  The Company leasesthe portion owned by the Herman S. Hosoi Trust and Hosoi-Tamori-ShimonishiTrust ("Trusts") under a fifteen-year lease that expires on October 31, 2014.  Thelease provides for an annual base rent of $112,200 for the period from November 1,1999 to October 31, 2004, and annual base rent of $132,000 for the period fromNovember 1, 2004 to October 31, 2009.  Additionally, the lease provides for thepayment of percentage rent on the Company's annual gross revenues.  TheCompany is also responsible for the payment of real property taxes on the portion ofthe land owned by the Trusts.
The main mortuary building, which was built in 1961, contains a chapel area, whichis capable of being used for one service with a seating capacity of 600 or for twochapels with a seating capacity of 300 each.  There is an altar and family room ateach end of the building.  The office is located on the west end of the main mortuarybuilding.  The embalming rooms are on the second floor.
In addition, there is a combined garage, kitchen and dining room annex.  Parkingfacilities for 147 cars have access to Nuuanu Avenue, Kukui Street and MaunakeaStreet, and are one-half block away from Vineyard Boulevard, which is one of the
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main thoroughfares in Honolulu.  The areas not used for buildings or parking stallshave been appropriately landscaped to qualify for partial real property taxexemption.
No substantial addition or changes in the real property or improvements of theCompany were made during the fiscal year ended May 31, 2002.
ITEM 3.	Legal Proceedings
		None.
ITEM 4.	Submission of Matters to Vote of Security Holders
The annual meeting of the shareholders was commenced on January 27, 2002, andthen recessed to and adjourned on March 10, 2002.  According to the Company'sstock transfer agent Continental Stock Transfer & Trust Co., the total sharesissued, outstanding and entitled to vote were 1,633,516.  The total shares present inperson and proxy were 1,099,489 (67.0%).
The election of three directors and the election of an auditor were submitted to avote of the shareholders.  Of the total shares present in person and proxy, thefollowing vote of the shareholders was taken:
Election of Class A Directors (3 year term)**Name****For****Against****Abstain**Berton Kato
Anne Tamori
Sadako Hosoi1,093,589 (66.95%)
1,093,589 (66.95%)
1,080,039 (66.12%)
   5,900
   5,900
 19,450
The foregoing persons were elected at the annual meeting to serve a three-yearterm until the 2005 annual meeting or until their successors shall be elected.
Election of Auditor (One Year Term)**Name****For****Against****Abstain**Grant Thornton1,088,4814,5206,488
Although Grant Thornton LLP was elected auditor, it subsequently withdrew itsproposed engagement.  
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PART II
ITEM 5.	Market for Common Stock and Related Shareholder Matters
The common shares of the Company are neither traded nor listed on an exchangeand has no established public trading market.
There were 1,394 record holders of common stock as of May 31, 2002.
A cash dividend has been declared and paid once a year since 1969.  The dividendfor the year ended May 31, 2001, which was declared on October 8, 2001, was $.035per share, and was paid to shareholders in January 2002.
ITEM 6.	Management's Discussion and Analysis of Financial Condition andResults of Operations
On September 10, 2002, the Company engaged a new independent accountant,PRICEWATERHOUSECOOPERS LLP, to audit the Company's financialstatements.  The Company will file an amended annual report upon the completionof the Company's unaudited financial statements.  The Company will also file asecond amended annual report upon the completion of the independent audit of itsfinancial statements.
ITEM 7.  Financial Statements
On September 10, 2002, the Company engaged a new independent accountant,PRICEWATERHOUSECOOPERS LLP, to audit the Company's financialstatements.  The Company will file an amended annual report upon the completionof the Company's unaudited financial statements.  The Company will also file asecond amended annual report upon the completion of the independent audit of itsfinancial statements.
ITEM 8.	Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure
On September 10, 2002, the Company engaged a new independent accountant,PRICEWATERHOUSECOOPERS LLP, to audit the Company's financialstatements.  The Company does not have any disagreement with its pastaccountant, and does not anticipate any disagreement with its newly engagedaccountant, relating to any accounting or financial disclosure issue.
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PART III
ITEM 9.	Directors, Executive Officers, Promoters and Control Persons:Compliance with Section 16(a) of the Exchange Act (fn1)
The Company has a total of nine (9) directors constituting the entire Board ofDirectors, divided into three (3) classes of three (3) directors each.  The Company'sArticles of Association provide for each class of directors to be elected for three-yearterms on a staggered basis.
Directors hold office for the duration of their terms and thereafter until theirsuccessors are elected.  The executive officers serve at the pleasure of the Board ofDirectors.  See the table on pages 10 and 11 for certain information about thedirectors and executive officers of the Company.
The names, ages, positions and offices, terms of office, and business experience ofthe directors and executive officers of the Company are set forth below.
Directors Whose Terms Expired in 2002 and Who Were Elected to Terms Expiringin 2005
Sadako Hosoi is the widow of Herman S. Hosoi, founder of the Company.  She has
been a director of the Company since 1957 and is the Chairperson of the BoardEmeritus.  In the past, she has served as chairperson of the Company andtreasurer.  She serves as a director of Garden Life Plan, Ltd. She is the mother ofJulie S. Shimonishi, director, Clifford Hosoi, director and president of the Company,and Anne T. Tamori, director and vice president of the Company.
Berton T. Kato is an attorney licensed in the State of Hawaii and has his own lawpractice.
Anne T. Tamori has been employed by the Company since 1978.  She has been avice president and director of the Company since 1994.  She has served as anassociate secretary of the Company.  She is the daughter of Sadako Hosoi, director,and the sister of Clifford Hosoi, director and president of the Company, and Julie S.Shimonishi, director.
Directors Whose Terms Expire in 2004
Clifford Hosoi has been a director of the Company since 1989.  He was a vicepresident from 1989 until his appointment as president and chief executive officerof the Company as of  January 1, 1994.  He has been a licensed embalmer since1979.  He has been a Funeral Director for the Company since 1985.  He serves as adirector of Garden Life Plan, Ltd.  He is the son of Sadako Hosoi, director, and thebrother of Julie S. Shimonishi, director, and Anne T. Tamori, director andvice-president of the Company.
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Rene Mansho resigned as a director of the Company on June 25, 2002.
Ricky C. Manayan is currently President of RAM Marketing, LLC.  He has been adirector of the Company since 1995.  His other business affiliations include RickManayan & Associates of which he is the President.  He is Vice President of Trans-Pacific Realty, Inc. and a General Partner of Transpacific Empire, Inc.
Directors Whose Terms Expire in 2003
Julie S. Shimonishi is a school teacher and has been employed by the HongwanjiMission School since 2001.  She has been a director since 1979.  At the January 23,2000 annual meeting she was elected to a new three-year term which will expire in2003.  She is the daughter of Sadako Hosoi, director, and the sister of CliffordHosoi, director and president of the Company, and Anne T. Tamori, director andvice-president of the Company.
Robert Kuwahara is a Certified Public Accountant and has his own CPA practice.He has been a director of the Company since 1995.  At the January 23, 2000 annualmeeting he was elected to a new three-year term which will expire in 2003.  He isactively involved in human services organizations such as the YMCA.
Glenn Suetsugu resigned as a director of the Company on December 3, 2001.
Other Executive Officers are as Follows:
David Fujishige has been employed by the Company since 1989.  He has been afuneral director since 1991.  He has been a vice president of the Company since1994.  Prior to joining the Company, he was a food production supervisor atRehabilitation Hospital of the Pacific.
Keith Numazu resigned as treasurer of the Company on August 10, 2001.  Theduties of treasurer are currently being performed by Clifford Hosoi.
Elaine Nakamura has been employed by the Company since 1963.  She is thesecretary of the Company.
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Directors and Executive Officers of the Company**Name****Age****Office****Director**
**Since****Family Relationship****Yrs.**
**Employed**Sadako Hosoi85Director /ChairpersonEmeritus1957Mother of Julie S.Shimonishi, Director,Clifford Hosoi, Director andPresident, and Anne Tamori,Director and Vice PresidentReneMansho(fn2)53Director /
Chairperson
of the Board1993None	
0Clifford Hosoi53Director /President1991	Son of Sadako Hosoi, Brotherof Julie S. Shimonishi andAnne Tamori
22Julie S.Shimonishi56Director1979Daughter of Sadako Hosoi,Sister of Clifford Hosoi andAnne T. TamoriPart-timesince 1996Ricky C.Manayan43Director1995None	
0Berton T. Kato54Director1996None
0RobertKuwahara55Director1995None
0GlennSuetsugu (fn3)53Director1999None
0Anne T.Tamori55Director / VicePresident1994Daughter of Sadako Hosoi,Sister of Clifford Hosoi andJulie S. Shimonishi
 24**Name****Age****Office****Officer**
**Since****Family Relationship****Yrs.**
**Employed**ElaineNakamura64Secretary1972None
39DavidFujishige54Vice President1994None
13KeithNumazu(fn4)40Treasurer1994None
 9
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		fn1	None of the directors of the Company is a director of aninvestment company or another company registered under theSecurities Exchange Act of 1934.  All officers serve at thepleasure of the Board of Directors.
		fn2	Rene Mansho resigned as director of the Company on June 25,2002.
		fn3	Glenn Suetsugu resigned as director of the Company onDecember 3, 2001.
		fn4	Keith Numazu resigned as treasurer of the Company on August10, 2001.
Certain Reports
The Company has been informed that none of its directors, officers or holders of tenpercent or more of its securities were required to file Forms 3 or 4 during the fiscalyear ended May 31, 2002, and that during this same time period none of the holdersof five percent or more of the Company's securities were required to file a report onSchedule 13D.

ITEM 10.	Executive Compensation
The following sets forth the information, on an accrual basis, with respect to thecompensation of the chief executive officer of the Company for the three fiscal yearsended May 31, 2002.
Summary Compensation - Annual Compensation**Name and Position****Year ended May 31****Salary****All Other Compensation**Clifford Hosoi
President / ChiefExecutive Officer
2000
2001
2002$64,788 (1)
$71,477
$61,313$8,987 (2)
$8,303 (3)
$4,390 (4)
	(1)	Amount shown includes retroactive pay of $7,292.
	(2)	Amount shown includes $3,239 contributed to the Company's MoneyPurchase Pension Plan, $4,248 contributed to the Company's ProfitSharing Plan and $1,500 fees paid as a director.
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	(3)	Amount shown includes $3,209.29 contributed to the Company'sMoney Purchase Pension Plan, $3,944.05 contributed to the Company'sProfit Sharing Plan and $1,150 fees paid as a director.
	(4)	Amount shown includes $3,115.69 contributed to the Company'sMoney Purchase Pension Plan and $1,275.00 fees paid as a director.The contribution allocation for the Company's Profit Sharing Plan willbe calculated once the Company determines the contribution amountfor the plan year.
The total annual salary and bonus for any other executive officer does not exceed$100,000.
The standard fees paid to directors are $100 for each Board of Directors meetingattended and $25 for each committee meeting attended.
Compensation Pursuant to Plans
(a)	Profit-Sharing Plan.  The Company has established a profit-sharing planfor the Company's employees.  Every employee, who has completed one year ofservice with the Company, becomes eligible to participate in the profit-sharing plan.An employee who has completed 1,000 hours of service commencing from the date ofemployment or an anniversary date is considered to have one year of service.
The Company's contribution to the profit-sharing plan is discretionary and may beup to 15% of the participant's eligible compensation.  The Company's totalcontributions shall not exceed the amount allowable by income tax regulations.  Theamounts charged against income for the profit-sharing plan in 2001 was $40,000.The contribution amount for 2002 has not yet been determined.  The Company'sallocation of contributions among eligible members is based on their respectivecompensation and is allocated proportionately.
The investment decision for the profit-sharing plan is formulated by a registeredinvestment advisor through Pacific Century Trust.
(b)	Money Purchase Pension Plan.  The Company has established a moneypurchase pension plan, which became effective as of June 1, 1990, for theCompany's employees.  Every employee, who has completed one year of service withthe Company, becomes eligible to participate in the money purchase plan.  Anemployee who has completed 1,000 hours of service commencing from the date ofemployment or an anniversary date is considered to have one year of service.

The Company is required to contribute 5% of each participant's eligiblecompensation to the money purchase plan.  The Company's total contributions
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 cannot exceed the amount allowable by income tax regulations.  The amountscharged against income for the money purchase pension plan in 2002 and 2001 were$11,516 and $32,548, respectively.
The investment decision for the money purchase plan is formulated by a registeredinvestment advisor through Smith Barney, Inc.
ITEM 11.	Security Ownership of Certain Beneficial Owners & Management
A.  Principal Shareholders
The Herman S. Hosoi Trust, whose trustees are Sadako Hosoi and Julie S.Shimonishi, and the Hosoi Family Limited Partnership, whose general partner isthe Hosoi Family Voting Trust, by its trustee Julie S. Shimonishi, are the onlypersons who own of record or are known to the Company to own beneficially morethan five percent of the common shares of the Company as of May 31, 2002.Certain information about the holders is set forth below.**Title of Class****Name and Address**
**of Beneficial Owner****Nature of Beneficial**
**Ownership****No. of**
**Shares****Percent**
**of Class**CommonJulie S. Shimonishi
30 N. Kukui Street
Honolulu, HI 96817Co-trustee of the HermanS. Hosoi Trust
158,250
9.76%CommonJulie S. Shimonishi
30 N. Kukui Street
Honolulu, HI 96817General Partner of theHosoi Family LimitedPartnership, as co-Trusteeof the Hosoi Family VotingTrust
160,250
9.89%CommonJulie S. Shimonishi
30 N. Kukui Street
Honolulu, HI 96817Custodian for ChadShimonishi and LaneShimonishi underHUGMA
8,000
0.49%CommonJulie S. Shimonishi
30 N. Kukui Street
Honolulu, HI 96817Direct
52,534
3.24%CommonJulie S. Shimonishi
30 N. Kukui Street
Honolulu, HI 96817Total
379,034
23.39%
-13-**Title of Class****Name and Address**
**of Beneficial Owner****Nature of Beneficial**
**Ownership****No. of**
**Shares****Percent**
**of Class**CommonClifford Hosoi
30 N. Kukui Street
Honolulu, HI 96817General Partner of theHosoi Family LimitedPartnership, as co-Trusteeof the Hosoi Family VotingTrust  160,250         9.89%CommonDirect    52,532         3.24%CommonTotal  212,782       13.13%**Title of Class****Name and Address**
**of Beneficial Owner****Nature of Beneficial**
**Ownership****No. of**
**Shares****Percent**
**of Class**CommonAnne T. Tamori
30 N. Kukui Street
Honolulu, HI 96817General Partner of theHosoi Family LimitedPartnership, as co-Trusteeof the Hosoi Family VotingTrust  160,250         9.89%CommonCustodian for RyanTamori under HUGMA     4,000         0.25%CommonDirect    52,534         3.24%CommonTotal  216,784       13.38%

-14-**Title of Class****Name and Address**
**of Beneficial Owner****Nature of Beneficial**
**Ownership****No. of**
**Shares****Percent**
**of Class**CommonSadako Hosoi
30 N. Kukui Street
Honolulu, HI 96817Co-trustee of the HermanS. Hosoi Trust
158,250
9.76%CommonSadako Hosoi
30 N. Kukui Street
Honolulu, HI 96817Settlor of the HosoiFamily Voting Trust andlimited partner of theHosoi Family LimitedPartnership
160,250
9.89%CommonSadako Hosoi
30 N. Kukui Street
Honolulu, HI 96817Total
318,500
19.65%CommonHerman S. HosoiTrust
Sadako Hosoi andJulie S. Shimonishi,Trustees
30 N. Kukui StreetHonolulu, HI 96817Direct
158,250
9.76%CommonHosoi FamilyLimitedPartnership (1)30 N. Kukui StreetHonolulu, HI 96817Direct
160,250
9.89%
(1)	The Sadako Hosoi Trust, by its trustees Sadako Hosoi and Julie S.Shimonishi, transferred 160,250 shares of the Company to the HosoiFamily Limited Partnership, whose general partner is the Hosoi FamilyVoting Trust, by its trustees Julie S. Shimonishi, Clifford I.S. Hosoi, andAnne T. Tamori, and whose limited partner is Sadako Hosoi.  Julie S.Shimonishi, as trustee, exercises voting and investment powers over thoseshares pursuant to the Hosoi Family Voting Trust Agreement datedDecember 30, 1994, as amended, between Sadako Hosoi, as settlor, andJulie S. Shimonishi, as trustee.
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B.	Directors and Executive Officers
Certain information with respect to the holdings of Common Stock of the directorsand executive officers of the Company as of May 31, 2001 is set forth below.**Title of**
**Class****Name of Beneficial**
**Owner**(1)**Amount and Nature of**
**Beneficial Ownership****Percent**
**of Class**CommonJulie S. Shimonishi
379,034 (2)22.98%CommonSadako Hosoi
318,500 (3)19.31%CommonClifford Hosoi
212,782     13.13%CommonAnne T. Tamori
216,784 (5)13.38%CommonAll directors andofficers as a group(12 persons) (6)
488,10030.12%
(1)	The address of each person is 30 N. Kukui Street, Honolulu, Hawaii 96817.
(2)	Includes:52,534 shares (3.24%)as to which Ms. Shimonishiexercises sole voting andinvestment powers;8,000 shares (0.49%)as to which Ms. Shimonishiexercises sole voting andinvestment powers as Custodianfor Chad Shimonishi and LaneShimonishi under HUGMA;158,250 shares (9.76%)as to which Ms. Shimonishi andSadako Hosoi share voting andinvestment powers as trustees ofthe Herman S. Hosoi Trust; and160,250 shares (9.89%)as to which Ms. Shimonishi, astrustee of the Hosoi Family VotingTrust, has voting and investmentpowers over the shares owned bythe Hosoi Family LimitedPartnership.
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(3)	Voting and investment powers over 158,250 shares of the Company areshared by Sadako Hosoi and Julie S. Shimonishi, as Trustees of theHerman S.  Hosoi Trust, which owns 158,250 shares of the Company.Voting and investment power over 160,250 shares of the Company areexercised by Julie S. Shimonishi, Clifford I.S. Hosoi, Anne T. Tamori, astrustees under the Hosoi Family Voting Trust.  See the preceding table formore information about the Hosoi Family Limited Partnership and theHosoi Family Voting Trust.
(4)	Includes:52,532 shares (3.24%)as to which Mr. Hosoi exercises solevoting and investment powers;160,250 shares (9.89%)	as to which Mr. Hosoi as Co-Trustee of the Hosoi Family VotingTrust, has voting and investmentpowers over the share owned by theHosoi Family Limited Partnership.
(5)	Includes:52,534 shares (3.24%)as to which Ms. Tamori exercisessole voting and investment powers;4,000 shares (0.25%)as to which Ms. Tamori exercisessole voting and investment powersfor Ryan Tamori under HUGMA;160,250 shares (9.87%)as to which Ms. Tamori as Co-Trustee of the Hosoi Family VotingTrust, has voting and investmentpowers over the shares owned bythe Hosoi Family LimitedPartnership.  
(6)	Rene Mansho, who served as a director during the fiscal year ended May31, 2002, and Ricky C. Manayan, Berton T. Kato, Robert Kuwahara andGlenn Suetsugu, who are currently serving as directors, and ElaineNakamura, David Fujishige and Keith Numazu, who are currently servingas officers, do not own any shares of the Company.
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ITEM 12.	Certain Relationships and Related Transactions
The Company leases a portion of the land on which the mortuary is situated fromthe Herman S. Hosoi Trust and the Hosoi-Tamori-Shimonishi Trust (Trusts), whichown a 13% and 12% interest in the land.  The terms of the lease agreement betweenthe Company and the Trust are described in ITEM 2- Description of Property.
PART IV
ITEM 13.	Exhibits and Reports on Form 8-K

A.	Exhibits.
Except as noted, the following exhibits were previously filed on August 31, 1981, asexhibits to Form 10-K for the fiscal year ended May 31, 1981, for the Company andare incorporated herein by reference:(2)**Plan of Purchase, Sale,Reorganization, Arrangement,Liquidation and Succession**(3)**Articles of Association andByLaws**(a)  Articles of Association,Affidavit of Officers andSupplemental affidavit ofincorporation filed May 31, 1957(1) Amendments(i)   January 18, 1962
(ii) January 16, 1963
(iii) February 3, 1972
(iv) February 2, 1977
(v)  March 31, 1978
(vi) July 23, 1993 (fn1)(b)  By Laws dated May 31, 1957(1) Amendments(i)   January 30, 1972
(ii)  March 31, 1978(4)**Instruments Defining the Rightsof Security Holders, IncludingIndentures**(a) Equity securities:  Articles ofAssociation and  Affidavit ofOfficers, Certificate ofAmendment filed January 16,1963, in the Hawaii Departmentof Regulatory Agencies(b) Debt securities:
Not applicable.

-18-(9)**Voting Trust Agreement**Hosoi Family Voting TrustAgreement dated December 30,1994, between Sadako Hosoi, assettlor, and Julie S. Shimonishi,as trustee,    covering 160,250shares owned by the HosoiFamily Limited Partnership.(fn5)Resignation of Trustee andAcceptance of Appointment ofSuccessor Trustees, datedFebruary 2, 2002, appointingJulie S. Shimonishi, Clifford I.S.Hosoi, and Anne T. Tamori, asCo-Trustees of the Hosoi FamilyVoting Trust.  (10)Material Contracts(i)  Lease between the Company,as lessee, and Sadako Hosoi andJulie Sakaye Shimonishi, astrustees of the Herman S. Trust,and Clifford Isamu Sadao Hosoi,Anne Ume  Toyo Tamori andJulie Sakaye Shimonishi, astrustees under theHosoi-Tamori-Shimonishi Trust,as lessor, dated as of July 10,1990.  (fn2)(ii)  Deed conveying the interestof the late Herman Hosoi to theTrustees of the Herman S. HosoiTrust, dated February 27, 1978.(iii)  Profit-sharing Plan. (fn3)(iv) Annuities. (fn3)(v) Amendment to profit-sharingplan.  (fn4)
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(fn1)	Filed August 30, 1993, as an exhibit to the Annual Report on Form 10-KSBfor the year ended May 31, 1993.
(fn2)	Filed August 28, 1990, as an exhibit to the Annual Report on Form 10-Kfor the year ended May 31, 1990.
(fn3)	Filed August 30, 1984, as Exhibit 19 to the Annual Report on Form 10-Kfor the year ended May 31, 1984.
(fn4) 	Filed August 30, 1985, as Exhibit 19 to the Annual Report on Form 10-Kfor the year ended May 31, 1985.
(fn5)	Filed August 30, 1995, as an exhibit to the Annual Report on Form 10-KSBfor the year ended May 31, 1995.
-20-(11)**Statements Re Computation of Per Share Earnings**
Not applicable.(13)**Annual Report to Security Holders, Form 10-K, or QuarterlyReport to Security Holders, Form 10-Q**
Not applicable.(16)**Letter on Change in Certifying Accountants**
Not applicable.(18)**Letter Re Change in Accounting Principles**
Not applicable.(21)**Subsidiaries of the Registrant**
Garden Life Plan, Ltd., a Hawaii corporation, is 50 percent ownedby the Company.(22)**Published Report Regarding Matters Submitted to Vote ofSecurity Holders**
Not Applicable.(23)**Consents of Experts and Counsel**
Not applicable.(24)**Power of Attorney**
Not applicable.(28)**Information from Reports to State Insurance RegulatoryAuthorities**
Not applicable.(99)**Additional Exhibits**
Not applicable.
B.	Reports on Form 8-K
The Company did not file any report on Form 8-K in the fiscal year ended May 31,2002.
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Signatures
Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Actof 1934, the registrant has duly caused this annual report to be signed on its behalfby the undersigned, thereunto duly authorized.
Dated:  Honolulu, Hawaii, September 13, 2002.
HOSOI GARDEN MORTUARY, INC.
By CLIFFORD HOSOI, President
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Form10-KSB for the year ended May 31, 2002, has been signed below by the followingpersons on behalf of the registrant and in the capacity and on the date indicated.
Dated: September 13, 2002
CLIFFORD HOSOI, Director, President and Chief Executive Officer
SADAKO HOSOI, Director
BERTON T. KATO, Director
ROBERT KUWAHARA, Director
RICKY C. MANAYAN, Director
JULIE S. SHIMONISHI, Director
ANNE T. TAMORI, Director
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