SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(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 Exchange Actduring the past 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past90 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 incorporated byreference in Part III of  this Form 10-KSB or any amendment to this Form 10-KSB.(   )
State issuer's revenue for its most recent fiscal year.       $2,808,494
State the aggregate market value of the voting stock held by non-affiliates computedby reference to the price at which the stock was sold, or the average bid and askedprices of such stock, as of a specified date within the past 60 days. (See definition ofaffiliate 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, asof the latest practicable date:     1,612,371
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 or informationstatement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the SecuritiesAct of 1933 ("Securities Act").  The listed documents should be clearly described foridentification purposes (e.g. annual report to the security holders for fiscal year endedMay 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 the lawsof the State of Hawaii as the successor to a business founded in 1900.   The Companyconsiders itself to be in a single business segment and is principally engaged in thefuneral service and mortuary business.  The Company provides professional servicesrelated to funerals,  including the use of funeral facilities and motor vehicles.  TheCompany also provides for sale of selected merchandise and ancillary products andservices, such as, caskets, urns, crematory services, announcements, flowers, cateringand other services.
During the fiscal years ended May 31, 2002 and 2001, funeral services accounted for73.8% and 74.6%, respectively, of revenues.
The Company operates a mortuary business in Honolulu, Hawaii.  The Company offersfuneral services to all persons in Hawaii.  Although the Company, historically, hasserved principally persons of Japanese ancestry who follow a particular and specialorder of worship in accordance with their religious beliefs, the Company continues todevelop markets involving other ethnic groups and religious beliefs.  In addition tohandling funeral services for residents of Honolulu, the Company conducts services forresidents of other counties in Hawaii and prepares remains for shipment to or receivesthem from other counties in Hawaii, other states in the United States and foreigncountries.  Competition in the funeral business in Hawaii is based upon (1) the locationof a mortuary and (2) the principal ethnic group that a mortuary serves.  There are 21mortuaries in the State of Hawaii.  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
12
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**CalendarYear End****No. of Deathsin State of HI****No. of Deathsin Oahu**ServicesPerformed bythe Company**Percent of Servicesby Company as toNo. of Deaths inOahu1991
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's totalservices 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
Moanalua Mortuary
Leeward Funeral Home
Valley of the Temples Mortuary (alsooperating Kukui, Nuuanu andDiamond Head Memorial Parks)Caucasian
Japanese
Caucasian and Chinese
Mixed and Japanese
Mixed (Filipino and Japanese)
Mixed and Japanese
Mixed Japanese, Chinese andCaucasian

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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 (LLC) under the laws of the State of Hawaii.  The LLC conductsfuneral services to persons other than those of Japanese ancestry.  Funeral servicesarranged by the LLC will generally be conducted at churches and other locations otherthan on the Company's premises.  The Company owns 50% of the LLC.
On August 3, 2001, the Company incorporated Hosoi Life Plan, Inc.(HLP), a wholly-owned subsidiary, to sell price guaranteed prearranged funeral contracts to be solelyserviced by the Company.    Prearranged funeral contracts is a means through whicha customer contractually agrees to the terms of a funeral to be performed in the future.In August 2002 the Company received its license from the State of Hawaii, to sellprearranged funeral contracts.
The Company owns  50% of Garden Life Plan, Ltd. ("Garden Life") which soldprearranged funeral service contracts under a Servicing Agreement ("Agreement")  inwhich the Company  was the sole servicing mortuary.    In September 2001, theAgreement with Garden Life expired and Garden Life ceased all sales of Garden Life'sprearranged funeral service contracts.   However, the Company is obligated to servicethe prearranged funeral service contracts sold prior to the termination date.
Upon the termination of the Agreement , the Company entered into negotiations topurchase the 50% ownership interest in Garden Life held by Hawaii Memorial ParkCemetery.  In November 2002, the Company concluded the purchase of  Garden Lifefor $2,500,000.  The purchase resulted in Garden Life becoming a wholly-owned subsidiary of theCompany, which enables the Company to resume sales of prearanged funeral contracts.
Revenues from Garden Life's prearranged funeral service contracts, accounted forapproximately 23.4% and 25.2% of revenues in 2002 and 2001, respectively
Thirty (30) persons were employed by the Company for the fiscal year ended May 31,2002.  Seventeen (17) persons were employed full-time and thirteen (13) persons wereemployed 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 Company ownsa 78/104th interest.  The Herman S. Hosoi Trust owns a 13.65/104th interest and theHosoi-Tamori-Shimonishi Trust owns the remaining 12.35/104th interest.
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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 leases theportion owned by the Herman S. Hosoi Trust and Hosoi-Tamori-Shimonishi Trust("Trusts") under a fifteen-year lease that expires on October 31, 2014.  The leaseprovides for the Company to the pay the higher of $112,200, plus general excise tax,per year or percentage rent of 25% times 15% of gross annual revenues, as defined inthe lease.  For the second five year period, the Company will pay $132,000, plusgeneral excise tax, per year or the percentage rent.  For the third five year period, anappraisal of the property will be required to be establish the base rent but in no eventwill the base rent exceed $200,000, plus general excise tax, per year or the percentagerent.  The Company is also responsible for the payment of real property taxes on theportion of the land owned by the Trusts.  Rental expense is recognized on the straight-line basis over the lease term.  The difference between the straight-line rent expenseand actual payments made under the lease is recorded as a liability in the balancesheets.
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 two chapelswith a seating capacity of 300 each.  There is an altar and family room at each end ofthe building.  The office is located on the west end of the main mortuary building.  Theembalming 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 mainthoroughfares in Honolulu.  The areas not used for buildings or parking stalls havebeen appropriately landscaped to qualify for partial real property tax exemption.
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's stocktransfer agent Continental Stock Transfer & Trust Co., the total shares issued,outstanding and entitled to vote were 1,633,516.  The total shares present in personand proxy were 1,099,489 (67.0%).
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The election of three directors and the election of an auditor were submitted to a voteof the shareholders.  Of the total shares present in person and proxy, the following voteof the shareholders was taken:
Election of Class A Directors (3 year term)**Name****For****Against****Abstain**Berton Kato
Anne T. 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-year termuntil the 2005 annual meeting or until their successors shall be elected.
Election of Auditor (One Year Term)**Name****For****Against****Abstain**Grant Thornton, LLP1,088,4814,5206,488
Although Grant Thornton LLP was elected auditor, it subsequently withdrew itsproposal to audit the Company's financial statements.  On September 10, 2002, theCompany engaged PricewaterhouseCoopers LLP, to audit the Company's consolidatedfinancial statements for the year ended May 31, 2002.
**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 exchange andhas 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 dividend forthe year ended May 31, 2001, which was declared on October 8, 2001, was $.035 pershare, and was paid to shareholders in January 2002.
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ITEM 6.	Management's Discussion and Analysis of Financial Condition andResults of Operations
The following table sets forth items from Hosoi Garden Mortuary, Inc.'s statements ofincome as percentages of net revenues:Years Ended May 31,
2002
2001Total revenues
100.0%
100.0%Cost of revenues
66.2
69.1Gross profit
33.8
30.9Selling, general and administrative expenses     
31.5
30.6Operating income2.2
0.3Other income (expenses)3.1
7.6Income before income taxes and equity inearnings of equity investees5.4
7.9Provision for income taxes
2.1
3.0Income before equity in earnings
of equity investees
3.2
4.9Equity in earnings of equity investees3.7
5.2Net income
6.9%
10.1%
**Critical Accounting Policies and Accounting Changes**

	The Company's consolidated financial statements are impacted by theaccounting policies used and the estimates and assumptions made bymanagement during their preparation.  Note (1) to the consolidated financialstatements provides a summary of the Company's significant accountingpolicies.  Following is a discussion of the uncertainties and significantestimates and judgements that are involved in applying these accountingpolicies.
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	In general, judgment is involved when assessing the realizability orrecoverability of the carrying values of assets, and the timing of any lossrecognition on assets.  The Company's assets that are susceptible to suchjudgements include securities-available-for-sale, accounts receivable,inventories, deferred tax assets, and property and equipment.  The Companybelieves that based on its long history of profitability and absent any negativemarket information to the contrary, that its property and equipment anddeferred tax assets are not impaired and thus no losses are inherent in thecarrying values of such assets.
	While securities available-for-sale are carried at market value in theaccompanying financial statements, the difference between cost and marketvalue is not reflected in net income until the securities are sold (the differenceis reflected as a separate component of stockholders' equity until sold, inaccordance with generally accepted accounting principles).  Judgement isinvolved in determining whether a loss on an individual security should becharged against net income prior to selling the security.  In general, theCompany does not report losses on such securities prior to their sale date,unless the unrealized losses are significant relative to the carrying value ofthe security, and the unrealized loss has been in existence for a substantialperiod of time (ie. for a year or longer).  Since the Company's securitiesportfolio is actively managed by professional managers, loss securities are notcarried for sustained periods of time, and accordingly, gross unrealized losseshave not been significant.  In fiscal 2002 and 2001, no losses were chargedagainst net income for losses on securities prior to their sale date.  Note (5)to the consolidated financial statements provides more information on theCompany's securities portfolio and its gross unrealized gains and losses.
 	The Company believes that the carrying value of inventories and accountsreceivable, net of allowance for uncollectible accounts, are not stated in excessof their recoverable amounts, based on detailed analysis of these accounts,which included a review of subsequent activity after the Company's May 31year end.
	In addition to the above asset accounts, judgement is also involved inapplying the equity method of accounting for the Company's investment inGarden Life Plan, Ltd. (GLP), a 50%-owned investee.  Since GLP's liabilitiesexceed its assets, it has negative equity.  Under general accepted accountingprinciples, judgement is involved on the part of the Company as an investorin determining whether to carry its investment in GLP at a zero value, or torecord a "negative investment" equal to 50% of GLP's negative equity.Because GLP's business activities are so closely aligned with the businessactivities of the Company (GLP in effect serves as a sales agent for mortuary
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	services for the Company) and because the Company has an obligation toprovide mortuary services to GLP in connection with GLP's prearrangedfuneral contracts, the Company has determined that it is appropriate torecord a "negative investment" in GLP.  This is reflected in the accompanyingbalance sheet under the caption "accumulated losses of equity investee inexcess of investment."  As a result, the Company's share of GLP's earningsare also reflected in the Company's statements of income.  Since the Companydoes not control GLP (it is managed by GLP's other 50% owner) consolidationaccounting is not appropriate for this investment.
*New Pronouncements*
	In June 2001, the Financial Accounting Standards Board (FASB) issuedStatement of Financial Accounting Standards (SFAS) No. 141, *BusinessCombinations,*and SFAS No. 142, *Goodwill and Other Intangible Assets.*SFAS No. 141 address financial accounting and reporting for businesscombinations and establishes the purchase method for accounting for suchtransactions. SFAS No. 142 address accounting for goodwill and otherintangible assets and redefines useful lives, amortization periods andimpairment of goodwill.  Under the new standard, goodwill will no longer beamortized, but must be tested for impairment annually.  The Company plansto implement the standards of SFAS No. 141 in its 2003 fiscal year.  Theadoption of these new standards will not impact the fiscal 2002 consolidatedfinancial statements.
	In June 2001, the FASB issued SFAS No. 143, "Accounting for AssetRetirement Obligations."  The provisions of SFAS No. 143 are effective forfiscal years beginning after June 15, 2002.  The adoption of SFAS No. 143 isnot expected to have a material effect on the Company's consolidated financialstatements.
	In October 2001, the FASB issued SFAS No. 144 "Accounting for theImpairment or Disposal of Long-Lived Assets."  SFAS No. 144 supersedesSFAS No. 121, "Accounting for the Impairment of Long-Lived Asset and Long-Lived Assets to Be Disposed Of."  However, SFAS No. 144 retains thefundamental provisions of SFAS No. 121 for the recognition andmeasurement of the impairment of long-lived assets to be held and used andthe measurement of long-lived assets to be disposed of by sale.  The scope ofSFAS 141 excludes goodwill and other non-amortizable intangible assets heldand used as well as goodwill associated with a reporting unit to be disposedof.  The provisions of SFAS No. 144 are effective for fiscal yeas beginning afterDecember 15, 2001.  The adoption of SFAS No. 144 is not expected to have amaterial effect on the Company's consolidated financial statements.
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	In April 2002, the FASB issued SFAS No. 145, "Rescission of FASBStatements No. 4, 44 and 64, Amendment of FASB Statement No. 13, andTechnical Correction."  The provisions of SFAS No. 145 are effective for fiscalyears beginning after May 15, 2002.  The adoption of SFAS No. 145 is notexpected to have a material effect on the Company's consolidated financialstatements.
	In September 2002, the FASB issued SFAS No. 146, "Accounting for CostsAssociated with Exit or Disposal Activities."  The provision of SFAS No. 146are effective for exit or disposal activities that are initiated after December31, 2002.  The adoption of SFAS No. 146 is not expected to have a materialeffect on the Company's consolidated financial statements.
	On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN45"), *Guarantor's Accounting and Disclosure Requirements for Guarantees,Including Indirect Guarantees of Indebtedness of Other , an interpretation ofFASB Statement No. 5, 57, and 107 and Rescission of FASB InterpretationsNo. 34.*  FIN 45 clarifies the requirements of FASB Statement No. 5,*Accounting for Contingencies* (FAS 5), relating to the guarantor's accountingfor, and disclosure of, the issuance of certain types of guarantees.  Theadoption of FIN 45 is not expected to have a material effect on the Company'sconsolidated financial statements.
**Disclosure Controls and Procedures**
	Within the 90 days prior to the date of this report, the Company carried anevaluation, under the supervision and with the participation of theCompany's management, including the Company's chief executive officer andchief financial officer, of the effectiveness of the design and operation of theCompany's disclosure controls and procedures pursuant to Exchange Act Rule13a-14.  Based upon that evaluation, its chief executive officer and its chieffinancial officer concluded that the Company's disclosure controls andprocedures are effective in timely alerting them to material informationrelating to the Company (including its consolidated subsidiaries) required tobe included in the Company's periodic filings with the U.S. Securities andExchange Commission.
	There were no significant changes in the Company's internal controls or inother factors that could significantly affect these controls subsequent to thedate of their most recent evaluation.
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**Results of Operations**
Revenues
	The Company's revenues increased by $206,166 in 2002 over 2001.  Theincrease of 7.9% is principally attributable to an overall increase in the totalnumber of services performed from 1,067 in 2001 to 1,179 in 2002, which isan increase of 10.5%.  The increase is also attributable to the sales ofadditional funeral services and upgraded merchandise to customers withprearranged funeral contracts.
	In addition, the number of prearranged funeral services which generate alower average price, decreased from 459 in 2001 to 445 in 2002, which is adecrease of 3.1%.  Prearranged funeral services accounted for 23.4% of totalrevenues in 2002 and 25.2% in 2001.  The Company expects that the totalnumber of prearranged funeral services will account for between 40% to 50%of total services within the next five years.  The Company expects to mitigatethe reduction in revenues from this expected increase in prearranged funeralservices by a combination of marketing additional merchandise sales to itsprearranged customers and marketing its at-need services to non-Japaneseethnic groups which currently comprise a minor part of its at-need servicesrevenues.  In addition, the Company expects to construct its own crematoryto reduce cremation costs which is currently provided by an outsidecrematory.
	The Company started its own pre-need authority to sell price guaranteedfuneral service contracts that will be serviced solely by the Company.  TheCompany expects that this venture will increase its market share and providegreater control of the types of prearranged funeral service contracts beingsold.
	The continued affiliation with Woolsey Funeral & Cemetery Services, Inc.,(Woolsey) described in ITEM 1. *Description of Business*, is a revenue sourcefrom a segment of the community which was not previously served by theCompany. This affiliation with Woolsey Funeral & Cemetery Services, Inc. isexpected to provide an additional revenue source from an ethnic group(Polynesian) which currently contributes only a minor part of the Company'srevenues.  Services performed by Woolsey decreased from 72 in 2001 to 57 in2002, a decrease of 20.8%.  It is believed that competition for the Polynesianmarket by a recently established mortuary contributed to the decline inservices performed by Woolsey.
	Future operating results will be adversely affected if revenues do not increasein relation to the increase in operating expenses.  The expected increase inthe number of prearranged funeral services will limit the growth of revenuesif  the Company's facilities and  personnel are  not upgraded to enable  it to
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increase the capacity of its facilities.  The upgrade of the Company's facilitiesand personnel is expected to mitigate the effects of the increase inprearranged funeral services.
	Current plans to increase capacity and revenues include the following:
		1.	Upgrade and train professional staff to meet current market demandsand the changing the nature of customer preferences.  The currenttrend indicates that families are having smaller private services withlower priced merchandise.
		2.	Upgrade the facilities to provide the capacity to provide multi-culturalservices and to service the expected increase in pre-need funeralservices.
		3.	Construction of an on-site crematory.
Gross Profit
	Gross profit as a percentage of revenues increased from 30.9% in 2001 to33.8% in 2002.  The increase of $144,474 in the gross profit is attributable toa decrease in real property tax expenses and the increase in revenues.
Selling, General, and Administrative Expenses
	Selling, general, and administrative (SG&A) expenses increased from$795,220 in 2001 to $885,400 in 2002.  As a percent of revenues SG&Aexpenses were 31.5% and 30.6% in 2002 and 2001, respectively.  The increaseis primarily attributable to increases in professional services andstockholders' meeting expenses which were partially offset by a decrease insalaries and wages.
	It is expected that professional services will increase in the short term as theCompany continues to seek legal and accounting services relating to:
	a)	Issues concerning expansion of its facilities,
	b)	Start-up of  its own pre-need authority,
	c)	Audits of amended 10-KSB filings for the years ended May 31, 1999, 2000and 2001.
Equity in Earnings of Garden Life Plan, Ltd. (GLP)
	Equity in earnings of GLP decreased from $99,274 in 2001 to $83,528 in 2002.The 15.9% decrease is attributable to a decrease in interest and investmentearnings during 2002.  The decrease in interest and investment earnings isattributable to lower cash balances maintained during 2002 and lowerinterest rates.
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Income Taxes
	The Company's effective income tax rate was 39.9% in 2002 and 38.2% in2001.  The increase in rate was largely attributable to nondeductible expenseassociated with keyman life insurance policie
Liquidity and Capital Resources
	Total working capital was $2,663,954 at May 31, 2002 and $1,895,720 at May31, 2001.  Working capital ratio was 6.3:1 at May 31, 2002 and 4.9:1 at May31, 2001.  The increase in the working capital and working capital ratio wasa result of the increase in the amount of cash and cash equivalents held atMay 31, 2002.  The increase in cash and cash equivalents was due to thechange in investment strategy for *Securities Held-to-Maturity*.  SecuritiesHeld-to-Maturity decreased to $89,212 in 2002 from $888,846 in 2001.
	At the end of 2002 and 2001, the Company did not have any long-term debt.The Company expects that cash flows from operations, its cash reserves andearnings on its investments will be adequate to meet the Company's cashrequirements in the short-term.  Subsequent to 2002 the Company withdrewfunds from short-term loan commitments from a bank to purchase the 50%ownership of GLP, which it didn't previously own, which resulted in GLPbecoming a wholly-owned subsidiary.  See Note (14) of the consolidatedfinancial statements.
	Dividends paid were $56,691 in 2002 and $74,825 in 2001, which representsdividends of $.035 and $.045 per share in 2002 and 2001, respectively.  Thedecrease of $18,134 in the total dividends paid in 2002 over 2001 is a resultof the decrease in the shares outstanding as a result of the repurchase ofshares by the Company and the reduction in the amount of dividend paid pershare.
	Cash outflows for the acquisition of the Company's shares were $88,642 in2002 and $95,640 in 2001.  The Company expects that future acquisitions willbe in the range of $75,000 to $100,000 per year.
**Contractual, Commercial and Contingent Commitments**

	The Company has the following contractual obligations, commercial andcontingent commitments in the ordinary course of conducting its business.
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*Operating leases* - The Company's operating lease agreement primarilyrelates to the funeral service location which contains an option in the thirdfive year period for the base rent to be fair market value but in no event willthe base rent exceed $200,000.    See Note (12) to the consolidated financialstatements in Item 7 of this Form 10-KSB/A for further discussion regardingthe Company's contractual obligations.
*Prearranged funeral service contracts -* The Company had a ServicingAgreement (Agreement) with its 50% owned subsidiary, Garden Life Plan,Ltd. (GLP) which expired on September 15, 2001.  The Company is obligatedto service the sales of the remaining contracts sold prior to the terminationdate.   See Note (2) to the consolidated financial statements in Item 7 of thisForm 10-KSB/A for further discussion regarding the Company's contractualobligations.
*Commitments* - The Company has available a line-of-credit of $500,000 witha bank which expires on June 1, 2003.  There were no borrowing against theline-of-credit as of May 31, 2002.  Subsequent to the year ended May 31, 2002,the Company obtained a commitment from a bank for short-term financingup to $3,400,000. See Note (14) to the consolidated financial statements inItem 7 of this Form 10-KSB/A for further discussion regarding the Company'scommitments.

ITEM 7.  Financial Statements
The audited consolidated balance sheets, consolidated statements of income andcomprehensive income, statements of cash flows and changes in shareholders' equityfor the years ended May 31, 2002 and 2001 are on pages F - 1 to F - 25 of this report.
ITEM 8.	Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure
In a letter dated October 5, 2001, the Company's auditor, Endo & Company, CertifiedPublic Accountant, informed the Company's Finance Committee that it could not standfor re-election as auditor because it determined that it was not independent inaccordance with the Security Exchange Commission's prohibition against bookkeepingservices.   The Finance Committee informed the Board of Directors and recommendedthat the Company engage new auditors for the Company's financial statements for theyears ended May 31, 2002 and 2001.
The Company does not have any disagreement with its past auditor, and does notanticipate any disagreement with its newly engaged auditor, relating to accounting orfinancial disclosure issues.
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On September 10, 2002, the Company engaged PricewaterhouseCoopers LLP, to auditthe Company's financial statements for the years ended May 31, 2002, 2001, 2000 and1999.
**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 18 for certain information about the directors andexecutive officers of the Company.
The names, ages, positions and offices, terms of office, and business experience of thedirectors and executive officers of the Company are set forth below.
Directors Whose Terms Expired in 2002 and Who Were Elected to Terms Expiring in2005
Sadako Hosoi is the widow of Herman S. Hosoi, founder of the Company.  She has beena director of the Company since 1957 and is the Chairperson of the Board Emeritus.In the past, she has served as chairperson of the Company and treasurer.  She servesas a director of Garden Life Plan, Ltd. She is the mother of Julie S. Shimonishi,director, Clifford Hosoi, director,  president and chief executive officer of the Company,and Anne T. Tamori, director and vice president of operations of the Company.
Berton T. Kato is an attorney licensed in the State of Hawaii and has his own lawpractice.    He has been a director of the Company since 1996.   He also serves as adirector of Garden Life Plan, Ltd.
Anne T. Tamori has been employed by the Company since 1978.  She has been a vicepresident of operations and director of the Company since 1994.  She has served as anassociate secretary of the Company.  She is the daughter of Sadako Hosoi, director, andthe sister of Clifford Hosoi, director, president and chief executive officer of theCompany, and Julie S. Shimonishi, director.
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Directors Whose Terms Expire in 2004
At the January 21, 2001 annual meeting the following were elected to three-year termwhich expires in 2004.
Clifford Hosoi has been a director of the Company since 1989.  He was a vice presidentfrom 1989 until his appointment as president and chief executive officer of theCompany as of  January 1, 1994.  He has been a licensed embalmer since 1979.  He hasbeen a funeral director for the Company since 1985.  He serves as a director of GardenLife Plan, Ltd.  He is the son of Sadako Hosoi, director, and the brother of Julie S.Shimonishi, director, and Anne T. Tamori, director and vice president of operations ofthe Company.
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
~~~~At the January 23, 2000 annual meeting the following were elected to new three-yearterms which will expires 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.She is the daughter ofSadako Hosoi, director, and the sister of Clifford Hosoi, director, president and chiefexecutive officer of the Company, and Anne T. Tamori, director and vice president ofoperations of the Company.
Robert Kuwahara is a Certified Public Accountant and has his own CPA practice.  Hehas been a director of the Company since 1995.   He is actively involved in humanservices organizations such as the YMCA.
Glenn Suetsugu resigned as a director of the Company on December 3, 2001.
Reed Shiraki was nominated as an interim director to replace Glenn Suetsugu.   He isgeneral manager for a construction company.
Other Executive Officers are as Follows:
David Fujishige has been employed by the Company since 1989.  He has been a funeraldirector since 1991.  He has been a vice president for funeral services of the Companysince 1994.  Prior to joining the Company, he was a food production supervisor atRehabilitation Hospital of the Pacific.
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Keith Numazu resigned as treasurer of the Company on August 10, 2001.  The dutiesof treasurer are currently being performed by Clifford Hosoi.
Elaine Nakamura has been employed by the Company since 1963.  She is the secretaryof the Company and Garden Life Plan, Ltd.
Directors and Executive Officers of the Company**Name****Age****Office****DirectorSince**Family Relationship****Yrs.EmployedSadako Hosoi85Director /ChairpersonEmeritus1957Mother of Julie S.Shimonishi, Director,Clifford Hosoi, Director and,President and ChiefExecutive Officer, and AnneT. Tamori, Director and VicePresident of OperationsReneMansho(fn2)53Director /Chairperson ofthe Board1993None	
0Clifford Hosoi54Director /President/ChiefExecutiveOfficer1989Son of Sadako Hosoi, Brotherof Julie S. Shimonishi andAnne T. 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 / VicePresident ofOperations1994Daughter of Sadako Hosoi,Sister of Clifford Hosoi andJulie S. Shimonishi
 24**Name****Age****Office****OfficerSince**Family Relationship****Yrs.EmployedElaineNakamura64Secretary1972None
39DavidFujishige54Vice Presidentof FuneralServices1994None
13KeithNumazu(fn4)40Treasurer1994None
 9
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		fn1	None of the directors of the Company is a director of an investmentcompany or another company registered under the SecuritiesExchange Act of 1934.  All officers serve at the pleasure of theBoard of Directors.
		fn2	Rene Mansho resigned as director of the Company on June 25,2002.
		fn3	Glenn Suetsugu resigned as director of the Company on December3, 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.
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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)
$8,192 (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 Profit-Sharing Plan and $1,500 fees paid as a director.
	(3)	Amount shown includes $3,209 contributed to the Company's MoneyPurchase Pension Plan, $3,944 contributed to the Company's Profit-Sharing Plan and $1,150 fees paid as a director.
	(4)	Amount shown includes $3,116 contributed to the Company's MoneyPurchase Pension Plan, $3,801 contributed to the Company's Profit-Sharing Plan and $1,275 fees paid as a director.
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 plan for theCompany's employees.  Every employee, who has completed one year of service withthe Company, becomes eligible to participate in the profit-sharing plan.  An employeewho has completed 1,000 hours of service commencing from the date of employment oran anniversary date is considered to have one year of service.
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The Company's contribution to the profit-sharing plan is discretionary and may be upto 15% of the participant's eligible compensation.  The Company's total contributionsshall not exceed the amount allowable by income tax regulations.  The amountscharged against income for the profit-sharing plan was $40,000 in 2002 and 2001,respectively.   The Company's allocation of contributions among eligible members isbased on their respective compensation and is allocated proportionately.
The investment decision for the profit-sharing plan is formulated by registeredinvestment advisors through Pacific Century Trust Limited and Salomon SmithBarney, Inc.
(b)	Money Purchase Pension Plan.  The Company has established a money purchasepension plan, which became effective as of June 1, 1990, for the Company's employees.Every employee, who has completed one year of service with the Company, becomeseligible to participate in the money purchase pension plan.  An employee who hascompleted 1,000 hours of service commencing from the date of employment or ananniversary date is considered to have one year of service.
The Company is required to contribute 5% of each participant's eligible compensationto the money purchase pension plan.  The Company's total contributions cannot exceedthe amount allowable by income tax regulations.  The amounts charged against incomefor 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 Salomon Smith Barney, Inc.
Subsequent to May 31, 2002, the Company terminated the money purchase pensionplan and merged the assets of the pension plan with the profit-sharing plan.
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 is the Hosoi FamilyVoting Trust, by its trustee Julie S. Shimonishi, are the only persons who own of recordor are known to the Company to own beneficially more than five percent of the commonshares of the Company as of May 31, 2002.  Certain information about the holders isset forth below.**Title of Class****Name and Addressof Beneficial Owner****Nature of BeneficialOwnership****No. ofShares**Percent  ofClass**CommonJulie S. Shimonishi
30 N. Kukui Street,Honolulu, HI 96817Co-trustee of the HermanS. Hosoi Trust158,250
9.76%CommonGeneral Partner of theHosoi Family LimitedPartnership, as co-Trusteeof the Hosoi Family VotingTrust160,250
9.89%CommonCustodian for ChadShimonishi and LaneShimonishi underHUGMA8,000
0.49%CommonDirect52,534
3.24%CommonTotal379,034
23.39%**Title of Class**Name and Addressof Beneficial Owner****Nature of BeneficialOwnership**No. ofShares**Percent  ofClass**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 Addressof Beneficial Owner**Nature of BeneficialOwnership**No. ofShares**Percent  ofClass**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%**Title of Class**Name and Addressof Beneficial Owner**Nature of BeneficialOwnership**No. ofShares**Percent  ofClassCommonSadako Hosoi
30 N. Kukui Street,Honolulu, HI 96817Co-trustee of the HermanS. Hosoi Trust158,250
9.76%CommonSettlor of the HosoiFamily Voting Trust andlimited partner of theHosoi Family LimitedPartnership160,250
9.89%CommonTotal318,500
19.65%CommonHerman S. HosoiTrust, Sadako Hosoiand Julie S.Shimonishi,Trustees
30 N. Kukui Street,Honolulu, HI 96817Direct158,250
9.76%**Title of Class****Name and Addressof Beneficial Owner****Nature of BeneficialOwnership**No. ofShares**Percent  ofClass**CommonHosoi FamilyLimitedPartnership (1)
30 N. Kukui Street, Honolulu, HI 96817Direct160,250
9.89%
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(1)	The Sadako Hosoi Trust, by its trustees Sadako Hosoi and Julie S. Shimonishi,transferred 160,250 shares of the Company to the Hosoi Family LimitedPartnership, whose general partner is the Hosoi Family Voting Trust, by itstrustees Julie S. Shimonishi, Clifford I.S. Hosoi, and Anne T. Tamori, and whoselimited partner is Sadako Hosoi.  Julie S. Shimonishi, as trustee, exercisesvoting and investment powers over those shares pursuant to the Hosoi FamilyVoting Trust Agreement dated December 30, 1994, as amended, between SadakoHosoi, as settlor, and Julie S. Shimonishi, as trustee.
B.	Directors and Executive Officers
Certain information with respect to the holdings of Common Stock of the directors andexecutive officers of the Company as of May 31, 2002 is set forth below.
**Title ofClass**Name of BeneficialOwner (1)**Amount and Nature ofBeneficial Ownership**Percentof ClassCommonJulie 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 are sharedby Sadako Hosoi and Julie S. Shimonishi, as Trustees of the Herman S.  HosoiTrust, which owns 158,250 shares of the Company.  Voting and investmentpower over 160,250 shares of the Company are exercised by Julie S. Shimonishi,Clifford I.S. Hosoi, Anne T. Tamori, as trustees under the Hosoi Family VotingTrust.  See the preceding table for more information about the Hosoi FamilyLimited Partnership and the Hosoi 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 Mrs. Tamori exercisessole voting and investment powers;4,000 shares (0.25%)as to which Mrs. Tamori exercisessole voting and investment powersfor Ryan Tamori under HUGMA;160,250 shares (9.87%)as to which Mrs. 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 May 31,2002, and Ricky C. Manayan, Berton T. Kato, Robert Kuwahara and ReedShiraki, who are currently serving as directors, and Elaine Nakamura andDavid Fujishige, who are currently serving as officers, do not own any shares ofthe 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 from theHerman S. Hosoi Trust and the Hosoi-Tamori-Shimonishi Trust (Trusts), which owna 13% and 12% interest in the land.  The terms of the lease agreement between theCompany and the  Trusts 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 and areincorporated 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.(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)
(fn1)	Filed August 30, 1993, as an exhibit to the Annual Report on Form 10-KSB forthe year ended May 31, 1993.
(fn2)	Filed August 28, 1990, as an exhibit to the Annual Report on Form 10-K for theyear ended May 31, 1990.
(fn3)	Filed August 30, 1984, as Exhibit 19 to the Annual Report on Form 10-K for theyear ended May 31, 1984.
(fn4) 	Filed August 30, 1985, as Exhibit 19 to the Annual Report on Form 10-K for theyear ended May 31, 1985.
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(fn5)	Filed August 30, 1995, as an exhibit to the Annual Report on Form 10-KSB forthe year ended May 31, 1995.
(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.**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 Act of1934, the registrant has duly caused this annual report to be signed on its behalf bythe undersigned, thereunto duly authorized.
Date: Honolulu, Hawaii, January 7, 2003.
**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/A 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: January 3, 2003
CLIFFORD HOSOI, Director, President and Chief Executive Officer
SADAKO HOSOI, Director
BERTON T. KATO, Director
ROBERT KUWAHARA, Director
RICKY C. MANAYAN, Director
REVEREND THOMAS R. OKANO, Director
JULIE S. SHIMONISHI, Director
REED SHIRAKI, Director
ANNE T. TAMORI, Director
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**CERTIFICATION PURSUANT TO**
**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
		1.	I have reviewed this Annual Report (Form 10-KSB/A) of HosoiGarden Mortuary, Inc. for the year ended May 31, 2002;
		2.	Based on my knowledge, this annual report does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, notmisleading with respect to the period covered by this annualreport;
		3.	Based on my knowledge, the financial statements, and otherfinancial information included in this annual report, fairly presentin all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this annual report;
		4.	The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:
			a)	designed such disclosure controls and procedures to ensurethat material information relating to the registrant,including its consolidated subsidiaries, is made known to usby others within those entities, particularly during theperiod in which this annual report is being prepared;
			b)	evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior tothe filing date of this annual report (the "Evaluation Date");and
			c)	presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures basedon our evaluation as of the Evaluation Date;
		5.	The registrant's other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant's auditorsand the audit committee of registrant's board of directors (orpersons performing the equivalent functions):
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			a)	all significant deficiencies in the design or operation ofinternal controls which could adversely affect theregistrant's ability to record, process, summarize and reportfinancial data and have identified for the registrant'sauditors any material weaknesses in internal controls; and
			b)	any fraud, whether or not material, that involvesmanagement or other employees who have a significant rolein the registrant's internal controls; and
		6.	The registrant's other certifying officers and I have indicated inthis annual report whether there were significant changes ininternal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.
							CLIFFORD HOSOI
							Chief Executive Officer
							Date: January 7, 2003
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**CERTIFICATION PURSUANT TO**
**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
		1.	I have reviewed this Annual Report (Form 10-KSB/A) of HosoiGarden Mortuary, Inc. for the year ended May 31, 2002;
		2.	Based on my knowledge, this annual report does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, notmisleading with respect to the period covered by this annualreport;
		3.	Based on my knowledge, the financial statements, and otherfinancial information included in this annual report, fairly presentin all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this annual report;
		4.	The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:
			a)	designed such disclosure controls and procedures to ensurethat material information relating to the registrant,including its consolidated subsidiaries, is made known to usby others within those entities, particularly during theperiod in which this annual report is being prepared;
			b)	evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior tothe filing date of this annual report (the "Evaluation Date");and
			c)	presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures basedon our evaluation as of the Evaluation Date;
		5.	The registrant's other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant's auditorsand the audit committee of registrant's board of directors (orpersons performing the equivalent functions):
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			a)	all significant deficiencies in the design or operation ofinternal controls which could adversely affect theregistrant's ability to record, process, summarize and reportfinancial data and have identified for the registrant'sauditors any material weaknesses in internal controls; and
			b)	any fraud, whether or not material, that involvesmanagement or other employees who have a significant rolein the registrant's internal controls; and
		6.	The registrant's other certifying officers and I have indicated inthis annual report whether there were significant changes ininternal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.
							JACK ENDO
							Chief Financial Officer
							Date: January 7, 2003

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**CERTIFICATION PURSUANT TO**
**18 U.S.C. SECTION 1350,**
**AS ADOPTED PURSUANT TO**
**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
		In connection with the Annual Report of Hosoi Garden Mortuary, Inc. (the"Company) on Form 10-KSB/A for the year ended May 31, 2002 as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), I, CliffordHosoi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
		(1)	The Report fully complies with the requirements of Section 13(a)of the Securities Exchange Act of 1934; and
		(2)	The information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operations of the Company.
							CLIFFORD HOSOI
							Chief Executive Officer
							Date: January 7, 2003
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**CERTIFICATION PURSUANT TO**
**18 U.S.C. SECTION 1350,**
**AS ADOPTED PURSUANT TO**
**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
		In connection with the Annual Report of Hosoi Garden Mortuary, Inc. (the"Company) on Form 10-KSB/A for the year ended May 31, 2002 as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), I, Jack Endo,Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
		(1)	The Report fully complies with the requirements of Section 13(a)of the Securities Exchange Act of 1934; and
		(2)	The information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operations of the Company.
							JACK ENDO
							Chief Financial Officer
							Date: January 7, 2003
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