# UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549

# FORM 10-QSB

|[X] |  | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
|--- |  | ------------------------------------------------------------------------------------

| |  | For the
quarterly period ended September 30, 2004
| |  | -------------------------------------------------

|[  ] |  | Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
|---- |  | -------------------------------------------------------------------------------------

For the transition period from _____
to  _____

Commission File Number: 000-31182

The Neptune Society, Inc.

(Exact name of small business issuer as specified in its charter)

|Florida
(State or Other Jurisdiction of Incorporation) |  | 59-2492929
(I.R.S. Employer Identification No.)
|------------------------------------------------------ |  | -----------------------------------------------

4312 Woodman Avenue, Third Floor Sherman Oaks, California91423
(Address of Principal Executive Offices)

(818) 953-9995
(Registrants Telephone Number, Including Area Code)

(Former Name, Former Address and
Former Fiscal Year, if Changed Since Last Report)

State the shares outstanding of each
of the Registrants classes of common equity, as of the latest practicable date:
November 12, 2004: 7,064,637 shares of common stock

Transitional Small Business Disclosure Format (Check One): Yes   [  ]
       No    [X]

---

# THE NEPTUNE SOCIETY, INC 
FORM 10  QSB 
September 30, 2004 

TABLE OF CONTENTS

|                                     |                                                                                       |                                                                                                           |    | Page No.
|------------------------------------ | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | -- | --------
|Part IINTERIM FINANCIAL INFORMATION |                                                                                       |                                                                                                          
|ITEM 1.                              | FINANCIAL STATEMENTS                                                                  |                                                                                                           |   
|                                     |                                                                                       | Consolidated Balance Sheets
September 30, 2004 (Unaudited) and December 31, 2003 (Audited)                |    | 1       
|                                     |                                                                                       | Consolidated Statements of Operations (Unaudited)
Three and Nine Months Ended September 30, 2004 and 2003 |    | 2       
|                                     |                                                                                       | Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2004 and 2003           |    | 3       
|                                     |                                                                                       | Notes to Consolidated Financial Statements (Unaudited)                                                    |    | 4       
|ITEM 2.                              | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                                                                           | 8 
|ITEM 3.                              | CONTROLS AND PROCEDURES                                                               |                                                                                                           | 15
|Part IIOTHER INFORMATION            |                                                                                       |                                                                                                          
|ITEM 1.                              | LEGAL PROCEEDINGS                                                                     |                                                                                                           | 15
|ITEM 2.                              | CHANGES IN SECURITIES                                                                 |                                                                                                           | 16
|ITEM 3.                              | DEFAULTS UPON SENIOR SECURITIES                                                       |                                                                                                           | 16
|ITEM 4.                              | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |                                                                                                           | 16
|ITEM 5.                              | OTHER INFORMATION                                                                     |                                                                                                           | 17
|ITEM 6.                              | EXHIBITS AND REPORTS ON FORM 8-K                                                      |                                                                                                           | 18
|SIGNATURES                           |                                                                                       | 22                                                                                                       

---

# FORWARD-LOOKING
STATEMENTS

This report contains forward-looking
statements within the meaning of the Securities Exchange Act of 1934, as amended. Any
statements that express or involve discussions with respect to predictions, expectations,
beliefs, plans, objectives, assumptions or future events or performance (often, but not
always, using words and phrases such as expects, believe,
believes, plans, anticipate, anticipates,
is anticipated, or stating that certain actions, events or results
will, may, should, or can be taken, occur
or be achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are based on expectations, estimates and
projections at the time the statements are made that involve a number of risks and
uncertainties which could cause actual results or events to differ materially from those
anticipated by the Company. Such forward-looking statements reflect our current views with
respect to future events and are subject to certain risks, uncertainties and assumptions,
including competition for and availability of acquisitions, our ability to manage an
increasing number of sales offices and crematories, our ability to retain key management
personnel and to continue to attract and retain skilled funeral home and crematory
management personnel, state and federal regulations, changes in the death rate or
deceleration of the trend towards cremation, availability and cost of capital and general
industry and economic conditions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, believed, estimated or expected. Important factors
which could cause actual results of the Company to differ materially from those in
forward-looking statements include, among others, the following:

| | 1) |  | Changes
in general economic conditions impacting financial markets that could negatively affect
the Company.
| | -- |  | ------------------------------------------------------------------------------------------------------------

| | 2) |  | Changes
in credit relationships impacting the availability of credit and the general availability
of credit in the marketplace.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------

| | 3) |  | Changes
in consumer demand and/or pricing for the Companys products and services caused by
several factors, such as local death rates, cremation rates, competitive pressures and
local economic conditions.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4) |  | The
Companys ability to successfully finance and implement certain strategic growth
initiatives that could result in increased pre-need contract sales and case volume.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5) |  | Changes
in domestic political and/or regulatory environments in which the Company operates,
including tax and accounting policies.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------

Other specific risks and
uncertainties are set forth in the Companys annual report on Form 10-KSB filed with
the Securities and Exchange Commission. Our management has included projections and
estimates in this quarterly report, which are based primarily on managements
experience in the industry, assessments of our results of operations, discussions and
negotiations with third parties and a review of information filed by its competitors with
the Securities and Exchange Commission. Investors are cautioned against attributing undue
certainty to managements projections. The Company undertakes no obligation to
publicly release the results of any revision to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

The Neptune Society,
Neptune Society and Trident Society are registered trademarks of
The Neptune Society, Inc. in the United States.

---

# PART
I.    INTERIM FINANCIAL INFORMATION

# Item 1.
    Financial Statements

THE NEPTUNE SOCIETY, INC.
CONSOLIDATED BALANCE SHEETS

|                                                    | September 30, 2004 | December 31, 2003
|--------------------------------------------------- | ------------------ | -----------------
|
|ASSETS                                              |                    |                  
|Current assets:                                     |                   
|Cash                                                |                    | $   2,723,350    
|Accounts receivable, net of allowance of $200,000   |                    | 2,813,962        
|Prepaid expenses and other current assets           |                    | 160,889          
|                                                    |                   
|Total current assets                                |                    | 5,698,201        
|                                                    |                   
|Accounts receivable, net - non current              |                    | 379,945          
|Property and equipment, net                         |                    | 327,308          
|Names and reputations                               |                    | 23,672,795       
|Deferred financing costs                            |                    | 300,546          
|Deferred charges and other assets                   |                    | 6,279,570        
|                                                    |                   
|Total assets                                        |                    | $ 36,658,365     
|                                                    |                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                |                   
|Current liabilities:                                |                   
|                                                    |                    |                  
|Accounts payable and accrued liabilities            |                    | $ 2,172,591      
|Income tax payable                                  |                    | 60,000           
|Deferred sales tax payable                          |                    | 56,385           
|Current portion of long-term debt                   |                    | 161,589          
|                                                    |                   
|Total current liabilities                           |                    | 2,450,565        
|                                                    |                   
|Deferred sales tax                                  |                    | 627,212          
|                                                    |                   
|Notes payable                                       |                    | 6,300,000        
|                                                    |                   
|Deferred pre-need revenues                          |                    | 18,538,081       
|                                                    |                   
|Liabilities to be settled by issue of shares        |                    |                 
|                                                    |                   
|Total liabilities                                   |                    | 27,915,858       
|                                                    |                   
|Stockholders' equity:                               |                   
|                                                    |                   
|Preferred stock, $.001 par value, 10,000,000 shares |                   
|authorized, none issued or outstanding              |                    |                 
|Common stock, $.001 par value, 75,000,000 shares    |                   
|authorized, 7,064,637 and 5,773,205 shares issued   |                   
|and outstanding                                     |                    | 7,065            
|Additional paid-in capital                          |                    | 33,735,077       
|Accumulated deficit                                 |                    | (24,999,635      
|                                                    |                   
|Total stockholders' equity                          |                    | 8,742,507        
|                                                    |                   
|Total liabilities and stockholders' equity          |                    | $ 36,658,365     
|                                                    |                   

The accompanying notes form an
integral part of these consolidated financial statements.

-1-

---

# THE NEPTUNE SOCIETY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                             | Three months ended | Nine months ended
|-------------------------------------------- | ------------------ | -----------------
|
|
|
|
|                                             |                   
|Revenue                                      |                    |                  
|Services and merchandise                     |                    | $ 6,686,259      
|Management and finance fees                  |                    | 125,098          
|                                             |                   
|Total revenue                                |                    | 6,811,357        
|                                             |                   
|Costs and expenses                           |                    | 1,117,718        
|                                             |                   
|Gross profit                                 |                    | 5,693,639        
|                                             |                   
|Sales commissions and obtaining costs        |                    | 2,378,827        
|                                             |                   
|Operating Expenses                           |                   
|Salaries and payroll costs                   |                    | 1,028,356        
|Compensation-stock based                     |                    |                 
|Premises rent and utilities                  |                    | 266,440          
|Insurance                                    |                    | 133,908          
|Communications                               |                    | 117,687          
|Other operating services and supplies        |                    | 535,518          
|Amortization and depreciation                |                    | 46,980           
|Professional fees                            |                    | 197,408          
|Employee settlements                         |                    |                 
|                                             |                   
|Total operating expenses                     |                    | 2,326,297        
|                                             |                   
|                                             |                   
|Operating profit                             |                    | 988,515          
|                                             |                   
|Other income (expense)                       |                   
|Gain (Loss) on assets held for disposal      |                    |                 
|Insurance marketing allowances               |                    |                 
|Trust placement fees                         |                    | 78,873           
|Interest and finance expense                 |                    | (193,487         
|                                             |                   
|Net income (loss), before income tax         |                    | 873,901          
|                                             |                   
|Income tax expense-current                   |                   
|Income tax expense                           |                    |                 
|                                             |                   
|                                             |                    |                 
|                                             |                   
|Net income (loss) for the period             |                    | $    873,901     
|                                             |                   
|Net income (loss) per share (basic)          |                    | $          0.12  
|                                             |                   
|Net income (loss) per share (diluted)        |                    | $          0.12  
|                                             |                   
|Weighted average numbers of shares (basic)   |                    | 7,031,304        
|                                             |                   
|Weighted average numbers of shares (diluted) |                    | 7,233,567        

The accompanying notes form an
integral part of these consolidated financial statements.

---

# THE NEPTUNE SOCIETY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                             | Nine months ended
|------------------------------------------------------------ | -----------------
|                                                             |                  
|
|                                                             |                  
|
|
|Cash flows provided by (used in)                             |                  
|                                                             |                  
|Operating Activities                                         |                  
|                                                             |                  
|Net income (loss) for the period                             |                  
|                                                             |                  
|Adjustments to reconcile net income (loss) to                |                  
|net cash provided by operating activities:                   |                  
|Depreciation and amortization                                |                  
|Accretion of discount on notes payable                       |                  
|Non-cash interest and amortization of deferred               |                  
|finance costs                                                |                  
|Loss on assets held for disposal                             |                  
|Stock compensation                                           |                  
|Forgiveness of debt                                          |                  
|Compensation expense to be settled by stock                  |                  
|Compensation expense deferred                                |                  
|Deferred sales tax                                           |                  
|Changes in operating assets and liabilities:                 |                  
|Accounts receivable                                          |                  
|Prepaid expenses and other current assets                    |                  
|Income tax payable                                           |                  
|Deferred charges and other assets                            |                  
|Accounts payable and accrued liabilities                     |                  
|Deferred pre-need revenues                                   |                  
|                                                             |                  
|Net cash provided (used) by operating activities             |                  
|                                                             |                  
|Investing activities                                         |                  
|                                                             |                  
|Proceeds from assets held for disposal                       |                  
|Purchase of names and reputations                            |                  
|Purchase of property and equipment                           |                  
|                                                             |                  
|Net cash provided (used) by investing activities             |                  
|                                                             |                  
|Financing activities                                         |                  
|                                                             |                  
|Proceeds of common stock issued                              |                  
|Payments on notes payable                                    |                  
|Proceeds of note payable                                     |                  
|                                                             |                  
|Net cash used in financing activities                        |                  
|                                                             |                  
|                                                             |                  
|Increase (decrease) in cash in the period                    |                  
|                                                             |                  
|Cash, beginning of period                                    |                  
|                                                             |                  
|Cash end of period                                           |                  
|                                                             |                  
|Supplemental disclosure of cash flow information             |                  
|                                                             |                  
|Cash paid during the period for interest                     |                  
|                                                             |                  
|Supplemental disclosure of non-cash investing and financing  |                  
|activities                                                   |                  
|                                                             |                  
|Stock issued on conversion of debentures                     |                  
|                                                             |                  
|Stock issued for deferred financing costs                    |                  
|                                                             |                  
|Stock issued to settle deferred compensation                 |                  
|                                                             |                  
|Stock issued in payment of accrued interest on notes payable |                  
|                                                             |                  
|Stock issued in settlement of accounts payable               |                  
|                                                             |                  
|Acquisition debt refinanced with other long term debt        |                  

The accompanying notes form an
integral part of these consolidated financial statements.

-3-

---

# THE NEPTUNE SOCIETY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|(1) |  | Basis
of Presentation
|--- |  | ---------------------

| | These
unaudited interim financial statements have been prepared in accordance with the
instructions to SEC Form 10  QSB. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant to such
instructions. These unaudited financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Companys annual
report on Form 10-KSB for the year ended December 31, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
the opinion of the Companys management, all adjustments considered necessary for a
fair presentation of these unaudited interim financial statements have been included and
all such adjustments are of a normal recurring nature. Operating results for the nine
month period ended September 30, 2004 are not necessarily indicative of the results that
can be expected for the year ended December 31, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | 11.0%
Debentures
|--- |  | ----------------

| | The
Company entered into an Agreement dated June 18, 2004 pursuant to which it issued
Brooklyn Holdings LLC a $6,000,000 11% debenture, due June 18, 2014. The Debenture
provides for monthly interest only payments through June 18, 2014 and the full payment of
the $6,000,000 principal due on June 18, 2014. The Company has the right to convert any
or all of the outstanding principal into shares of common stock at a rate of $1.65 per
share at anytime until June 18, 2014. Beginning on June 18, 2009, the debenture holder
also has a right to convert any or all of the outstanding principal into common shares at
$1.65 per share, subject to the Companys right to pre-pay the Debenture within 30
days of receiving the holders conversion notice. The Company issued Brooklyn
Holdings LLC 250,000 shares of common stock as a commitment fee in connection with the
financing. The Company granted Brooklyn Holdings LLC registration rights related to the
shares of common stock issued as the commitment fee and issuable upon conversion of the
Debenture.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company used approximately $5,600,000 of the $6,000,000 in proceeds to pay off the
outstanding principal and interest of its 13% debentures, due July 31, 2007. The
remainder of the proceeds was used to increase working capital.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Insurance
marketing allowances income
|--- |  | -------------------------------------

| | The
Company has recorded income of approximately $1,901,000 in respect of marketing
allowances from National Guardian Life Insurance Company, a Wisconsin mutual insurance
company, in connection with the purchase of group life insurance coverage for fully paid
members of its California pre-need trusts during the first quarter of 2004.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-4-

---

| | The
purchase of group life coverage involves the insurer issuing a fully paid life insurance
certificate in consideration of the receipt of a premium equal to the trusted amount of
the pre-need contract. The face amount of the insurance purchased, which is always
greater than the premium paid, is paid to the company at the time the cremation services
are performed. The Company received a marketing allowance at the time of issuance of the
certificate based upon the face value of the insurance purchased. The marketing
allowances received in the current year represent the amount earned on all fully paid
pre-need contracts still trusted by the Company for California members, since inception
and through December 31, 2003, representing the equivalent of approximately 13 years of
new pre-need contract sales at the current sales rate. Accordingly the amount of
marketing allowance income in the current year is not representative of what may be
earned, if any, in future years.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Capital
stock issued during the nine months ended September 30, 2004
|--- |  | --------------------------------------------------------------------

| | 50,000
shares were issued for consideration of $35,000 as a result of an officer exercising his
stock options,
| | --------------------------------------------------------------------------------------------------------------

| | 40,000
shares were issued for deemed consideration of $28,000 as compensation expense to an
officer of the Company,
| | -------------------------------------------------------------------------------------------------------------------

| | 30,000 shares valued at $21,000 were issued in settlement of deferred compensation,
| | -----------------------------------------------------------------------------------

| | 28,388
shares were issued for proceeds of $18,452 on the purchase of shares by a shareholder
holding pre-emptive rights on issuances of stock by the         Company,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 250,000
shares were issued to the Companys debenture holder as consideration for entering
into the debenture agreement, recorded at a fair value of $280,000 which was capitalized
as deferred financing costs in the accompanying balance sheet, to be amortized over the
life of the indebtedness using the interest method, and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 893,044
shares were issued to the former holders of 13.75% mandatory convertible debentures, on
full settlement of the $1,071,653 face value debentures on March 31, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Stock
options during the nine months ended September 30, 2004
|--- |  | -------------------------------------------------------------

| | Options
were granted to an officer for the purchase of a total of 150,000 shares at the price of
$0.70 per share, expiring January 31, 2007. The options vest at the rate of 50,000 shares
on January 31, 2005, 2006, and 2007,
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Options
were granted to an officer for the purchase of a total of 25,000 shares at the price of
$0.70 per share, expiring September 30, 2005.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

-5-

---

| | Options
previously granted to an officer for the purchase of 392,046 shares at a price of $4.40
per share by December 31, 2005 were cancelled on the renegotiation of his employment
contract. Also cancelled were options to be granted in 2004 and 2005 to acquire a further
261,364 shares on the same terms.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | New
Employment Agreements and Commitments
|--- |  | -----------------------------------------

| | (a)  The
Company and its Chief Executive Officer (CEO) entered into an Amended and
Restated Agreement dated March 12, 2004 to replace his existing employment arrangements.
The March 12, 2004 Agreement restructures the amount to be paid to the CEO in the event
of termination or change of control of the Company, and extends the term of the
employment arrangement. The Agreement is for an initial term expiring December 31, 2007,
with renewal in successive one-year increments to December 31, 2010. Annual compensation
is unchanged from the previous employment agreement, except that there is a 5% increase
in compensation for each renewal year after 2007.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
terms of the Amended Agreement provide that in the event of termination of employment by
the Company, resignation by the CEO for good reason, change of control of the company, or
upon the expiry of the employment agreement, the Company is required to offer the CEO
consideration equal to 13% of the fair value of the Company in consideration for the
return or cancellation of a total of 538,818 shares owned by the CEO and related parties,
together with stock options and warrants to acquire a further 457,692 shares at prices
ranging from $0.65 and $0.79 per share.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Companys offer will be subject to a right of first refusal held by certain
shareholders.
| | ---------------------------------------------------------------------------------------------

| | With
respect to a change of control of the company the provisions above are operative for all
changes in control after March 10, 2006, and prior to that date, all changes of control
except for certain named stockholders and potential purchasers.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   On
February 1, 2004, we entered into an agreement for the services of the President and
Chief Marketing Officer (formerly, the CEO was also our President, and the position of
Chief Marketing Officer is new). The agreement provides for annual base compensation of
$200,000 per annum and an expenses allowance of $24,000 per annum. We agreed to issue
40,000 shares of our common stock as a signing bonus. We also agreed to grant options
under our stock option plan to purchase 150,000 shares of common stock at $0.70 per share
vesting at the rate of 50,000 shares on each of the first, second and third anniversary
of the agreement. The executive will also be entitled to a yearly bonus of 30% of his
annual salary, such bonus based on the achievement of specific defined goals, and payable
in cash or shares of our common stock as determined by the board of directors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
term of the agreement extends to January 31, 2007. The agreement is cancelable on six,
seven or eight months notice in the first, second or third years respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-6-

---

| | (c)   On
June 1, 2004, we entered into an agreement for the services of the Chief Financial
Officer. The agreement provides for annual base compensation of $170,000 per annum. We
also agreed to grant options under our stock option plan to purchase 25,000 shares of
common stock at $0.70 per share. The executive will also be entitled to a yearly bonus of
30% of his annual salary, such bonus based on the achievement of specific defined goals,
and payable in cash or shares of our common stock as determined by the board of
directors.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
term of the agreement extends to May 31, 2005. The agreement is cancelable on four weeks
notice.
| | ----------------------------------------------------------------------------------------------------

|(7) |  | Loss
on disposal of operations
|--- |  | ------------------------------

| | During
the first six months the Company disposed of its operations in Iowa for a net loss of
approximately $177,000. The decision to stop doing business in Iowa was made in the first
quarter as part of our strategic planning process.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Pro
forma compensation expense for stock options
|--- |  | ------------------------------------------------

| | Pro
forma information regarding the effect on operations as required by SFAS 123 and SFAS
148, has been determined as if the Company had accounted for its employee stock options
under the fair value method of that statement. Pro forma information using the
Black-Scholes method at the date of grant is based on the following assumptions:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                            | 
|--------------------------- | 
|Expected life              | 
|Risk  free interest rate  | 
|Dividend yield             | 
|Volatility                 | 

| | This
option valuation model requires input of highly subjective assumptions. Because the
Companys employee stock options have characteristics significantly different from
those of traded options which affect the fair value estimate, the existing model, in
managements opinion, does not necessarily provide a reliable single measure of fair
value of its employee stock options.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For
purpose of SFAS 123 pro forma disclosures, the estimated fair value of the options is
amortized to expense over the options vesting period. The companys pro forma
information is as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                               
|-----------------------------------------------
|
|                                               
|Net income (loss) as reported                  
|Compensation recognized under APB 25           
|Approximate compensation expense under SFAS 123
|                                               
|Pro forma net income (loss)                    
|                                               

-7-

---

# Item
2:    Managements Discussion and Analysis of Financial
Condition and Results of Operations

# Overview

The Neptune Society, Inc., is the
holding company for the Neptune Society of America, Inc., a California corporation.
Neptune Society of America, Inc. is the holding company for Neptune Management Corp.,
Neptune Management Corp. is the holding company for Heritage Alternatives, Inc. and
Trident Society, Inc., which, along with Neptune Management Corp. are engaged in marketing
and administering Pre-Need and At-Need cremation services in Arizona, California,
Colorado, Florida, Illinois, New York, Oregon and Washington. We also operate a crematory
and licensed holding facility in Los Angeles, California; one licensed holding facility in
Ventura, California; and one crematory and a licensed holding facility in Spokane,
Washington. We provide cremation services in the areas we own crematories. We use the
services of qualified and licensed third-party crematories and holding facilities in
locations that we do not own crematories.

Our Pre-Need program is designed to
eliminate some of the emotional and financial burdens associated with death by allowing
individuals to pre-arrange cremation services at a guaranteed fixed price. We offer the
same standard Pre-Need Plan in all the states that we conduct business.

A Neptune Society Pre-Need Plan
consists of the following:

| | Merchandise:
At the time of sale, we deliver a Neptune Information Book, personalized Neptune
registration portfolio, membership card and specially designed Neptune urn.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Administrative
Services: At the time of sale, we also provide services related to the
administration of the Pre-Need Plan, including registering the member on our permanent
database and processing documents related to third party administration, accounting and
record delivery.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Cremation
Services: At the time of death, we provide the basic professional services
of a funeral director and staff, the cremation and related items required for the
cremation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Results of Operations

Three Months ended
September 30, 2004 compared with the Three Months ended September 30, 2003

The following discussion compares our
results of operations for the three months ended September 30, 2004 (Q3-2004) to our
results of operations for the three months ended September 30, 2003 (Q3-2003).

Revenues

Total revenue was approximately
$6,811,000 in the third quarter of 2004 compared with $5,145,000 for the third quarter of
2003, an increase of $1,666,000.

Revenue from the sale of pre-need
contracts increased by $1,776,000 to $5,112,000 in the third quarter of 2004 compared with
$3,336,000 in the third quarter of 2003. Revenue per contract was virtually unchanged but
the number of contract sales increased 55% from 3,298 sales in the third quarter of 2003
to 5,117 sales in the third quarter of 2004. The increase in sales volume was driven by
continued improvements in our lead generation program and special promotions during the
period. Our lead generation, recruiting and training initiatives are expected to continue
to provide a source of growth in future periods but seasonality and the impact of the
third quarter promotions should moderate this growth.

Revenue from cremation services was
virtually unchanged between the third quarter of 2004 and the third quarter of 2003, with
revenue of $1,574,000 in Q3-2004 compared with $1,605,000 during the same period in 2003.
Case volume was flat, with 1,749 cases handled in the third quarter of 2004 compared with
1,773 cases handled in the same period for the prior year.

-8-

---

Management and finance fee income was
$125,000 in the third quarter of 2004, consisting of $73,000 in finance fees and $52,000
related to residual marketing allowances on the group life plan. Management and finance
fee income was $204,000 in the third quarter of 2003, which represented $70,000 in finance
fees and $134,000 in management fees. The reduction in management fees resulted from the
decrease in funds under administration in our California pre-need trusts due to the
purchase of group life insurance coverage in the fourth quarter of 2003. We receive annual
renewal marketing allowances based on the face value of insurance acquired, and these
allowances are lower than the trust fund administration fees we historically earned. The
face value of the insurance coverage was higher than the value of the pre-need trust funds
used to acquire the coverage so we expect to receive increased revenue at the time of
providing the cremation services. We project this increased cremation revenue to offset
the decrease in trust fund administration fees in future periods.

Costs and Expenses

The most significant component of
direct costs and expenses relates to the providing of at-need and fulfillment cremation
services. Also included in costs and expenses are the cost of merchandise delivered at the
time pre-need contracts are sold including the costs of travel plan premiums. Total direct
costs and expenses were $1,118,000 for the three months ended September 30, 2004 compared
with $999,000 for the third quarter of 2003.

Direct costs and expenses associated
with pre-need contract sales increased $37,000 from $172,000 in the third quarter of 2003
to $209,000 in the third quarter of 2004. This increase was driven by the increase in
contract sales volume discussed previously.

Direct costs and expenses associated
with at-need and fulfillment cremation services increased $82,000 from $827,000 in the
third quarter of 2003 to $909,000 in the third quarter of 2004. This increase was driven
by a moderate change in geographic mix and is not necessarily indicative of an overall
trend of increasing expenses per case.

Sales Commissions and
Obtaining Costs

Sales commissions and obtaining costs
represent the cost of acquiring new pre-need contracts, including sales commissions, media
and advertising costs and related expenses. Sales commissions and obtaining costs
increased by $827,000 to $2,379,000 for the third quarter of 2004 up from $1,552,000 for
the third quarter of 2003. Sales commissions and obtaining costs as a percentage of
pre-need sales revenue remained consistent at 47% but declined slightly on a per sale
basis from $471 per contract sold in Q3-2003 to $465 per contract sold in Q3-2004.

-9-

---

Operating expenses

Total operating expenses increased by
$149,000 to $2,326,000 for the third quarter of 2004 compared with $2,177,000 for the
third quarter of 2003. The bulk of the increase was associated with increases in
infrastructure to support the Companys growth and the operating costs associated
with two new locations (Riverside and Mission Viejo) opened in the third quarter of
2004 and our planned Fort Worth location schedule to be open in the fourth quarter 2004.

Because of the significant increase
in revenues, operating expenses declined as a percentage of total revenue from 42% of
Q3-2003 revenue to 34% of Q3-2004 revenue. While we do expect to see long term declines in
operating expenses when measured against revenue, we believe that the dramatic increase in
third quarter revenues driven by an equally dramatic increase in pre-need contract sales
is a short term aberration.

Operating profit (loss)

Operating profit was $989,000 for the
third quarter of 2004 compared with an operating profit of $417,000 for the second quarter
of 2003. The increased profit was attributable to increased sales and improved operating
performance overall.

Other revenue and expenses

We received trust placement fees of
$79,000 in the third quarter of 2004 as part of the continuation of our transfer of trust
funds to Forethought Federal Savings Bank. The bulk of this transfer took place earlier in
2004. The $79,000 fee represented a one-time marketing allowance in consideration of the
transfer of two relatively small trusts completed in the third quarter of 2004.

During the third quarter of 2003, we
received $240,000 in insurance marketing allowances as a result of the conversion of
certain pre-arranged trust funds to insurance products (Q3-2004: Nil). This was a one-time
fee.

Interest and finance expense was
$193,000 for Q2-2004 compared with $444,000 for Q2-2003. The decrease of $251,000 comes
primarily as a result of our refinancing during the second quarter of 2004 of certain debt
obligation to extend the term of the debt and reduce the interest rate of such debt.

Net Income (loss)

Net income was $874,000 ($0.12 net
income per share) for the third quarter of 2004 compared with net income of $213,000 ($.04
net income per share) for the third quarter of 2003. The improvement in net income relates
to the reasons described above.

Nine Months ended
September 30, 2004 compared with the Nine Months ended September 30, 2003

The following discussion compares our
results of operations for the nine months ended September 30, 2004 to our results of
operations for the nine months ended September 30, 2003.

Revenues

Total revenue was approximately
$17,670,000 in the nine months ended September 30, 2004 compared with $14,829,000 for the
nine months ended September 30, 2003, an increase of approximately $2,841,000.

Revenue from the sale of pre-need
contracts increased by $2,998,000 to $12,323,000 for the first nine months of 2004
compared to $9,325,000 for the first nine months of 2003. Pre-need contract sales
increased 32% from 9,434 in the first nine months of 2003 to 12,425 in the first nine
months of 2004 while revenue per contract remained virtually unchanged. The increase in
sales has come largely as a result of improvements in our lead generation program and was
heavily influenced by strong sales in the most recent quarter.

-10-

---

Revenue from cremation services was
virtually unchanged between the nine months ended September 30, 2004 and the nine months
ended September 30, 2003, standing at $4,814,000 in 2004 compared with $4,890,000 for the
same period of 2003. Case volume was up slightly, offset by a modest decrease in case
size.

Management and finance fee income in
the first nine months of 2004 was $531,000 compared with $613,000 in the nine months ended
September 30, 2003. The decrease is primarily associated with a decrease in management
fees earned on our California pre-need trusts due to the purchase of group life insurance
coverage partially offset by residual marketing allowances associated with that same group
life plan.

Costs and Expenses

The most significant component of
direct costs and expenses relates to the providing of at-need and fulfillment cremation
services. Also included in costs and expenses are the cost of merchandise delivered at the
time pre-need contracts are sold, and the costs of travel plan premiums. Total direct
costs and expenses were approximately $3,258,000 for the nine months ended September 30,
2004 compared with $2,805,000 for the nine months ended September 30, 2003.

Costs and expenses were 19% of
services and merchandise sales for the third quarter of 2004 compared with 20% for the
third quarter of 2003. The reduction in percentage is driven primarily by a shift in
revenue mix. Our direct costs and expenses as a percentage of new product sales is less as
a percentage of revenue than our direct costs and expenses on cremation services.

Sales commissions and
obtaining costs

Sales commissions and obtaining costs
represent the cost of acquiring new pre-need contracts. These costs as a total increased
by $1,645,000 to $6,018,000 for the first nine months of 2004 from $4,373,000 for the same
period of 2003.

Commission expenses increased by 38%
to $3,348,000 for the nine months of 2004. The increase was primarily associated with the
32% increase in pre-need contract sales but also influenced by special promotions.

Advertising and other obtaining costs
increased by 57% to $2,670,000 for the nine months of 2004. A portion of this increase is
associated with the increase in new contract sales but also is a reflection of an
initiative begun in the first quarter of 2004 to increase the effectiveness of our lead
generation programs. The increased costs associated with this initiative were
substantially completed by the third quarter of 2004. We have already seen an improvement
in the volume of leads generated and the cost per lead. This initiative has already led to
increases in sales volume and we expect to see this continue in future quarters along with
an associated reduction in advertising and obtaining costs on a per sale basis.

Operating Expenses

Operating expenses decreased by
$531,000 to $6,655,000 for the nine months ended September 30, 2004 compared with
$7,186,000 for the nine months ended September 30, 2003. Operating expenses declined as a
percentage of total revenue from 48% for the first nine months of 2003 to 37% for the
first nine months of 2004.

-11-

---

Salaries and payroll costs, including
stock based compensation, for the nine months ended September 30, 2004 were $3,278,000
compared with $3,537,000 for the nine months ended September 30, 2003. Salaries and
payroll cash costs increased during the first nine months of 2004, but were more than
off-set by a decrease in stock based compensation. Stock based compensation decreased to
$28,000 in the first nine months of 2004 from $425,000 in the first nine months of 2003, a
decrease of $397,000. This is attributable to our reduced use in 2004 of stock for the
payment of certain annually determined compensation.

Employee settlements expense was
$306,000 in the first nine months of 2003, and we had no similar expense in the first nine
months of 2004.

The remainder of operating expenses
were virtually unchanged between periods, standing at $3,377,000 for the nine months ended
September 30, 2004 and $3,342,000 for the nine months ended September 30, 2003.

Operating profit (loss)

Operating profit was $1,738,000 for
the nine months ended September 30, 2004 compared with an operating profit of $464,000 for
the nine months ended September 30, 2003, an increase of $1,274,000. This increase
resulted from increased sales and improved operating efficiencies, which reduced our
overall operating expenses.

Other revenue and expenses

We had a loss on assets held for
disposal which represents an adjustment of $177,000 in the carrying value of assets of our
Iowa location. We elected to cease business operations in Iowa in the first quarter, as
part of our strategic planning process to concentrate our resources on larger markets.

We received insurance marketing
allowances of $1,901,000 during the first nine months of 2004, which represents the gross
amount received, net of provision for estimated allowance refunds, in connection with the
purchase of group life insurance coverage for fully paid members of our California
pre-need trusts. This compares to $240,000 received during the first nine months of 2003
as the result of the conversion of certain pre-arranged trust funds to insurance products.
Both are one-time events.

We also received trust placement fees
of $609,000 in the first nine months of 2004 as consideration of our entering into an
agreement to retain Forethought Federal Savings Bank as the new trustee in states other
than California. This is not anticipated to be an on going source of income.

Interest and finance expense was
$1,394,000 for the first nine months of 2004 compared with $1,464,000 for the same period
in 2003, a decrease of $70,000. We wrote-off $659,822 in Deferred Finance Charges as a
result of our refinancing of certain debt obligations to extend the term of the debt and
reduce the interest rate of such debt during the second quarter of 2004. This write-off
was offset by the reduced interest charges during the first nine months of 2004.

-12-

---

Income tax expense-current

The net amount of approximately
$60,000 recorded as income tax provision in the first nine months of 2004 represents
estimated tax payable on our net income, after recognizing the benefit of previously
unclaimed net operating losses of prior years.

Net Income (loss)

Net income was $2,619,000 ($0.37 net
income per share) for the nine months ended September 30, 2004 compared with a loss of
$(760,000) or ($0.15 loss per share) for the nine months ended September 30, 2003. This
increase resulted from increased sales, improved operating efficiencies and the receipt of
insurance marketing allowances during the first nine months of 2004.

# Liquidity and Capital
Resources

Cash and cash equivalents totaled
$2,723,000 at September 30, 2004, up from $538,000 at December 31, 2003, an increase of
$2,185,000.

We generated $3,279,000 in net cash
from operating activities. This section should be read in conjunction with our
consolidated financial statements included under Item 1. Financial Statements, and
in particular the Consolidated Statements of Cash Flows. The section titled Cash Flows
Provided By (Used In) Operating Activities for the nine months ended September 30, 2004
reconciles the net income of approximately $2,619,000 for the nine month period ended
September 30, 2004 to the net cash provided by operating activities for the same period of
$3,279,000.

Another $12,000 was provided by
investing activities. We received $180,000 from the sale of our Iowa operations offset by
$10,000 used to complete the acquisition of our Spokane operations and $158,000 used to
acquire property and equipment.

We used $1,106,000 in financing
activities. In the first quarter of 2004, we entered into an agreement with holders of our
13% Debentures to prepay $1,160,000 in principal and to restructure certain of our payment
obligations. The 13% Debentures required us to make monthly principal payments based on
our excess cash flows and a minimum monthly payment amount. In addition, we were required
to make monthly interest payments.

During the second quarter of 2004, we
completed a $6,000,000 11% debenture financing for purposes of restructuring our long-term
debt obligations and reducing our interest expense. Approximately $5,600,000 of the
proceeds were used to pay off the outstanding principal and interest under our 13%
Debentures and the remainder of the proceeds were used to increase working capital. Under
the terms of the 11% debentures, we are required to make monthly interest payments on the
principal and the principal amount is due on June 18, 2014. We have the right to convert
all or a portion of the principal amount due under the convertible debenture into shares
of common stock at anytime during the term at the conversion price of $1.65 per share. The
holder has the right to convert all or a portion of the principal amount due under the
convertible debenture in to shares of common stock at the conversion price of $1.65 per
share at any time after June 18, 2009, subject to our right to repay, in full or in part,
the convertible debenture within 30 days of receiving written notice of a conversion. We
granted a security interest in our assets to secure our obligations under the debenture.
We believe that the restructuring will improve our cash flow and allow us to implement our
expansion strategies.

Working Capital Position

At September 30, 2004 we had current
assets of approximately $5,698,000, offset by current liabilities of $2,451,000, for net
working capital of approximately $3,247,000.

-14-

---

Long-term Obligations

At September 30, 2004 our material
long-term debt consisted of the following:

| |  |  | 11%
Convertible Debentures with a single scheduled principal repayment of $6,000,000 on June
18, 2014.
| | - |  | ------------------------------------------------------------------------------------------------------

| |  |  | Employee
settlement note with scheduled payments of $300,000 in the period October 1, 2005 to
March 31, 2008.
| | - |  | -------------------------------------------------------------------------------------------------------------

Payments required under our long-term
debt obligations are approximately $120,000 during the next twelve months. We are also
required to make interest payments under these long term obligations of approximately
$55,000 per month during the next twelve months. We believe that we will have sufficient
cash flow from operations to satisfy our cash requirements for the next twelve months and
for the foreseeable future.

We intend to finance any acquisitions
or start-ups in 2004 from operational cash flow, or a combination of operational cash
flow, cash on hand and vendor financing. During 2004, we have opened two locations
expanding our Trident brand into Riverside and Mission Viejo, in Southern California.
We are in the process of opening a third new location, using our Neptune brand, in Fort
Worth, TX. Expansion into new locations is subject to a number of challenges, most
significantly the time required to obtain the appropriate licenses and our ability to
achieve target volumes in a start-up mode. By advance planning, we are able to mitigate
the costs associated with these locations incurred prior to opening. Our ability to
achieve target volumes is driven by competitive factors, the success of our lead
generation programs and our ability to acquire and train quality sales and service
personnel in the local market. Some of this can be mitigated by market research and
testing but ultimately our success is dependant on our ability to execute.

We have no material commitments for
capital expenditures at this time.

Our only internal sources of liquid assets
are cash flows from operations. We have no standby line of credit at this time. We have no
external sources of liquid assets.

# Item
3:    Controls and Procedures

Evaluation of Disclosure Controls
and Procedures.  Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures (as such term is
defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this quarterly report (the Evaluation
Date). Based on such evaluation, such officers have concluded that, as of the
Evaluation Date, our disclosure controls and procedures are effective in alerting them on
a timely basis to material information relating to the Company required to be included in
its reports filed or submitted under the Securities Exchange Act of 1934, as amended.

Changes in Internal Controls over
Financial Reporting.  During the most recent fiscal quarter, there have not been
any significant changes in our internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

# PART
II:    OTHER INFORMATION

# Item
1.    Legal Proceedings

Not applicable.

-15-

---

# Item 2.    Changes
In Securities

Recent Sales of
Unregistered Securities

Set forth below is a description of
unregistered securities issued by the Company during the three months ended September 30,
2004.

| | We
issued 50,000 to an executive officer for consideration of $35,000 as a result of an
officers exercising his stock options. The shares of common stock were issued in a
private transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additional information regarding the
Companys issuance of unregistered securities during the past three fiscal years is
contained in the Companys annual reports on Form 10-KSB for the year ended December
31, 2003 under Item 5. Market for Common Equity and Related Shareholder Matters
 Recent Sale of Unregistered Securities and during the three month period
ended March 31, 2004 under Item 2. Changes in Securities filed with the United
States Securities and Exchange Commission. The information contained under Item 5.
Market for Common Equity and Related Shareholder Matters  Recent Sale of
Unregistered Securities of the Companys annual report on Form 10-KSB for the
year ended December 31, 2003, under Item 2. Changes in Securities in the
Companys quarterly report for the three month period ended March 31, 2004 and under
Item 2,Changes in Securities in the Companys quarterly report for the
three month period ended June 30, 2004, is hereby incorporated by reference to this
report.

Purchases of Equity
Securities by the Small Business Issuer and Affiliates

During the quarter ended September
30, 2004, there were no purchases of equity securities by the small business issuer or any
affiliated purchaser.

# Item
3.   Defaults Upon Senior Securities

Not applicable.

# Item 4.    Submission
of Matters to a Vote of Security Holders

No matters were submitted to a vote
of security holders during the three months ended September 30, 2004.

-16-

---

# Item
5.     Other Information

On October 12, 2004, BG Capital Group Ltd.
(BG Capital), Brooklyn Holdings LLC, a Nevis limited liability company
(Brooklyn Holdings), and Robert Genovese (Genovese and together
with BG Capital and Brooklyn Holdings, the Reporting Persons) filed an
amendment to the Reporting Person's Schedule 13D submitted to the SEC to report a change
in beneficial ownership. Genovese, as the sole stockholder of BG Capital and the
sole member of Brooklyn Holdings, has the  sole power to vote or direct the
disposition of such shares.

There is no other information to
report for the three month period ended September 30, 2004.

There have been no material changes
to the procedures by which security holders may recommend nominees to our board of
directors.

-17-

---

# Item 6.    Exhibits And
Reports On Form 8-K

|ExhibitNumber | Description
|------------- | -----------
|
|3             | .1(1)      
|3             | .2(1)      
|3             | .3(1)      
|3             | .4(1)      
|3             | .5(1)      
|3             | .6(6)      
|3             | .7(1)      
|10            | .1(1)      
|10            | .2(1)      
|10            | .3(1)      
|10            | .4(1)      
|10            | .5(1)      
|10            | .6(1)      
|10            | .7(1)      
|10            | .8(1)      

-18-

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|ExhibitNumber | Description
|------------- | -----------
|
|              |            
|10            | .9(1)      
|10            | .10(1)     
|10            | .11(1)     
|10            | .12(1)     
|10            | .13(1)     
|10            | .14(1)     
|10            | .15(1)     
|10            | .16(1)     
|10            | .17(1)     
|10            | .18(1)     
|10            | .19(1)     
|10            | .20(1)     
|10            | .21(1)     
|10            | .22(1)     
|10            | .23(1)     
|10            | .24(1)     
|10            | .25(1)     
|10            | .26(1)     
|10            | .27(1)     
|10            | .28(2)     
|10            | .29(2)     
|10            | .30(2)     
|10            | .31(2)     
|10            | .32(2)     
|10            | .33(2)     
|10            | .34(2)     
|10            | .35(3)     
|10            | .36(3)     
|10            | .37(4)     
|10            | .38(4)     

-19-

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|ExhibitNumber | Description
|------------- | -----------
|
|              |            
|10            | .39(4)     
|10            | .40(4)     
|10            | .41(4)     
|10            | .42(4)     
|10            | .43(4)     
|10            | .44(4)     
|10            | .45(5)     
|10            | .46(8)     
|10            | .47(8)     
|10            | .48(8)     
|10            | .49(8)     
|10            | .50(8)     
|10            | .51(8)     
|10            | .52(8)     
|10            | .53(9)     
|10            | .54(9)     
|10            | .55(9)     
|10            | .56(9)     
|10            | .57(9)     
|10            | .58(9)     
|10            | .59(10)    
|10            | .60(11)    
|10            | .61(11)    
|10            | .62(11)    
|10            | .63(12)    
|10            | .64(12)    
|10            | .65(12)    
|10            | .66(12)    
|10            | .67(12)    
|10            | .68(12)    
|10            | .69(12)    
|10            | .70(12)    
|10            | .71(12)    
|10            | .72(12)    
|10            | .73(12)    
|31            | .1         
|31            | .2         
|32            | .1         
|32            | .2         

_________________

-20-

---

|(1) |  | Previously
filed on February 12, 2001.
|--- |  | --------------------------------------

|(2) |  | Previously
filed as an exhibit to Form 10-Q (for the Period ended June 30, 2001)           on August
14, 2001.
|--- |  | --------------------------------------------------------------------------------------------------------------

|(3) |  | Previously
filed as an exhibit to Form 10-Q/A           (for the Period ended June 30, 2001) on
August 20, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(4) |  | Previously
filed as an exhibit to Form 10-K (for the period ended December 31,           2001) on
April 2, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(5) |  | Previously
filed on Form 10-Q (for the           period ended March 31, 2002) on May 15, 2002.
|--- |  | ----------------------------------------------------------------------------------------------

|(6) |  | Previously
filed on           Form 8-K on June 3, 2002.
|--- |  | -------------------------------------------------------

|(7) |  | Previously
filed on Form 10-Q (for the period ended September 30, 2002) on           November 14,
2002.
|--- |  | -------------------------------------------------------------------------------------------------------

|(8) |  | Previously
filed on Form 10-K (for the period           ended December 31, 2002) on May 1, 2003.
|--- |  | ------------------------------------------------------------------------------------------------

|(9) |  | Previously
filed on Form           10-QSB (for the period ended June 30, 2003) on August 19, 2003.
|--- |  | --------------------------------------------------------------------------------------------------

|(10) |  | Previously
filed on Form 10-KSB (for the period ended December 31, 2003) on           March 30,
2004.
|---- |  | -----------------------------------------------------------------------------------------------------

|(11) |  | Previously
filed on Form 10-QSB (for the period           ended March 31, 2004) on May 21, 2004.
|---- |  | ------------------------------------------------------------------------------------------------

|(12) |  | Previously
filed on Form 10-QSB (for the period ended June 30, 2004) on August 13, 2004.
|---- |  | ----------------------------------------------------------------------------------------

-21-

---

# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.

| | THE NEPTUNE SOCIETY, INC.
(Registrant)
| | --------------------------------------

|Date:   November 12, 2004 | By: /s/ Marco Markin
Marco Markin
Chief Executive Officer
|------------------------- | ---------------------------------------------------------

|Date:   November 12, 2004 | By: /s/ Daniel Solberg
Daniel Solberg
Chief Financial Officer
|------------------------- | -------------------------------------------------------------

-22-

---