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, 2003

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


         4312 Woodman Avenue, Third Floor Sherman Oaks, California 91423
                    (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, 2003:  5,773,205 shares
of common stock

Traditional Small Business Disclosure Format (Check One): Yes ___   No X




<PAGE>


                            THE NEPTUNE SOCIETY, INC
                                  FORM 10 - QSB
                               September 30, 2003

                                TABLE OF CONTENTS

                                                                          PAGE

PART I.           INTERIM FINANCIAL INFORMATION                             2

     Item 1.      Financial Statements                                      2

     Item 2.      Management Discussion and Analysis of Financial
                  Conditions And Results of Operations                      9

     Item 3.      Controls and Procedures                                  17

PART II.          OTHER INFORMATION                                        17

     Item 1.      Legal Proceedings                                        17

     Item 2.      Changes in Securities                                    17

     Item 3.      Defaults Upon Senior Securities                          20

     Item 4.      Submission of Matters to a Vote of Security Holders      20

     Item 5.      Other Information                                        20

     Item 6.      Exhibits and Reports on Form 8-K                         20

     Signatures                                                            24




                                       i

<PAGE>


                    NOTE REGARDING FORWARD LOOKING STATEMENTS

     We use words like "expects," "believes," "intends," "anticipates," "plans,"
"targets,"  "projects" or "estimates" in this report. When used, these words and
other,  similar words and phrases or statements that an event,  action or result
"will,"  "may,"  "could," or "should"  occur,  be taken or be achieved  identify
"forward-looking"   statements.  Such  forward-looking  statements  reflect  our
current  views with respect to future  events and are subject to certain  risks,
uncertainties and assumptions, including, but not limited to:

     o    our  ability  to manage an  increasing  number  of sales  offices  and
          crematories,

     o    our  ability to retain key  management  personnel  and to  continue to
          attract and retain skilled crematory management personnel,

     o    the  effect of state and  federal  regulations  on the death  care and
          pre-need cremation service industry,

     o    changes  in the  death  rate  or  deceleration  of the  trend  towards
          cremation,

     o    availability  and cost of capital  to finance  our growth and meet our
          capital requirements,

     o    our ability to meet our obligations as they become due, and

     o    general  economic  conditions  that affect the death care and pre-need
          cremation service industry.

     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.

     Our management has included projections and estimates in this 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 our competitors with the Securities and Exchange
Commission or otherwise publicly available.

     We caution readers not to place undue reliance on any such  forward-looking
statements,  which speak only as of the date made.  We disclaim  any  obligation
subsequently  to revise any  forward-looking  statements  to  reflect  events or
circumstances  after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.



                                      -1-

<PAGE>


                     PART I. INTERIM FINANCIAL INFORMATION

Item 1.  Financial Statements

                              NEPTUNE SOCIETY, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
                                                                        September 30, 2003       December 31, 2002
                                                                        ------------------       -----------------
                                                                            (Unaudited)              (Audited)
<S>                                                                              <C>                     <C>
                    ASSETS                                                       $                       $
Current assets:
  Cash                                                                           412,175                 775,966
  Accounts receivable, net                                                     1,945,670               1,818,162
  Prepaid expenses and other current assets                                      129,456                 106,642
                                                                        ------------------       -----------------
        Total current assets                                                   2,487,301               2,700,770
                                                                        ------------------       -----------------
Accounts receivable, net - non current                                           226,444                 252,305

Property and equipment, net                                                      344,743                 520,759

Names and reputations                                                         24,406,031              24,397,696

Deferred financing costs                                                         836,698                 810,347

Deferred charges and other assets                                              6,933,671               6,963,738
                                                                        ------------------       -----------------
                                                                              35,234,888              35,645,615
                                                                        ==================       =================
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                                     2,290,180               2,688,839
  Current portion of long-term debt                                            1,331,202               2,357,265
                                                                        ------------------       -----------------
          Total current liabilities                                            3,621,382               5,046,104
                                                                        ------------------       -----------------
Notes payable                                                                  7,290,439               6,754,965
                                                                        ------------------       -----------------
Other long-term liabilities                                                      420,000                 389,662
                                                                        ------------------       -----------------
Deferred pre-need revenues                                                    19,705,281              19,702,742
                                                                        ------------------       -----------------
Liabilities to be settled by issue of shares                                     317,600                 260,525
                                                                        ------------------       -----------------
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,
    5,773,205 and 4,280,423 shares issued and outstanding at
    September 30, 2003 and December 31, 2002 respectively                          5,773                   4,280
  Additional paid-in capital                                                  32,219,889              31,072,881
  Accumulated deficit                                                        (28,345,476)            (27,585,544)
                                                                        ------------------       -----------------
           Total stockholders' equity                                          3,880,186               3,491,617
                                                                        ------------------       -----------------
                                                                              35,234,888              35,645,615
                                                                        ==================       =================
</TABLE>



See accompanying notes to the consolidated financial statements



                                      -2-
<PAGE>



                              NEPTUNE SOCIETY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
                                                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                                            September 30, 2003   September 30, 2002     September 30, 2003   September 30, 2002
                                            ------------------   ------------------     ------------------   ------------------
                                               (Unaudited)          (Unaudited)            (Unaudited)          (Unaudited)
                                                   $                      $                      $                   $
<S>                                            <C>                    <C>                   <C>                 <C>
Revenue
   Services and merchandise                    4,940,650              2,562,381            14,215,563           8,015,748
   Management and finance fees                   204,182                216,237               613,212             655,121
   Insurance commissions                         239,862                      -               239,862                   -
                                            ------------------   ------------------     ------------------   ------------------
                   Total revenue               5,384,694              2,778,618            15,068,637           8,670,869
                                            ------------------   ------------------     ------------------   ------------------
Costs and expenses                               999,200                807,856             2,805,276           2,503,330

Gross profit                                   4,385,494              1,970,762            12,263,361           6,167,539

Sales commissions and obtaining  costs         1,551,647                789,420             4,373,389           2,080,666

Operating Expenses
      Salaries and payroll costs               1,121,393              1,192,108             3,112,143           3,108,732
      Compensation-stock based                   102,300                 81,243               425,277             237,301
      Premises rent and utilities                159,140                167,365               607,990             530,215
      Insurance                                   98,592                 51,576               356,540             248,935
      Communications                             157,726                166,140               373,170             299,983
      Other operating services and supplies      313,114                598,867             1,461,397           1,676,698
      Amortization and depreciation               78,339                 72,107               184,059             203,897
      Professional fees                          136,610                153,388               359,294             526,469
      Employee settlements                         9,894                                      306,378
                                            ------------------   ------------------     ------------------   ------------------
                   Total operating expenses    2,177,108              2,482,794             7,186,248           6,832,230
                                            ------------------   ------------------     ------------------   ------------------
Operating profit (loss)                          656,739             (1,301,452)              703,724          (2,745,357)

      Interest and finance expense               444,203                531,684             1,463,656           1,647,273
                                            ------------------   ------------------     ------------------   ------------------
Net income (loss) for the period                 212,537             (1,833,136)             (759,932)         (4,392,630)
                                            ==================   ==================     ==================   ==================
Net income (loss) per share -
Basic                                               0.04                  (0.45)                (0.15)              (1.29)
Diluted                                             0.03                  (0.45)                (0.15)              (1.29)

Weighted average numbers of shares -
Basic                                          5,573,205              4,077,251             5,053,928           3,394,493
Diluted                                        6,177,205              4,077,251             5,053,928           3,394,493
</TABLE>



        See accompanying notes to the consolidated financial statements.


                                      -3-
<PAGE>
                              NEPTUNE SOCIETY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                              NINE MONTHS ENDED
                                                                 -----------------------------------------
                                                                 September 30, 2003     September 30, 2002
                                                                 ------------------     ------------------
                                                                     (Unaudited)            (Unaudited)
<S>                                                               <C>                    <C>
Cash flows provided by (used in)

Operating Activities
Net loss for the period                                               (759,932)            (4,392,630)
Adjustments to reconcile net loss to
     net cash provided by operating activities:
          Depreciation and amortization                                184,059                203,897
          Accretion of discount on notes payable                       129,946                 93,045
          Non-cash interest and amortization of deferred
               finance costs                                           607,267                951,189
          Stock compensation                                           129,375                237,301
          Compensation expense to be settled by stock                  398,304
          Compensation expense deferred                                150,338
          Changes in operating assets and liabilities:
          Accounts receivable                                         (101,647)              (541,335)
          Prepaid expenses and other current assets                    (22,814)                12,322
          Deferred financing costs                                     (36,000)
          Deferred charges and other assets                             30,067             (2,269,456)
          Accounts payable and accrued liabilities                    (398,659)               371,051
          Deferred pre-need revenues                                     2,539              5,880,402
                                                                 ------------------     ------------------
           Net cash provided by operating activities                   312,843                545,786
                                                                 ------------------     ------------------
Investing activities
     Acquisitions, net of cash acquired - Description?                  (8,335)               (10,240)
     Purchase of property and equipment                                 (8,042)              (115,271)
                                                                 ------------------     ------------------
           Net cash used in investing activities                       (16,377)              (125,511)
                                                                 ------------------     ------------------
Financing activities
     Proceeds of common stock issued                                   200,000              1,500,000
     Payments on notes payable                                        (860,257)            (1,820,129)
     Proceeds from issuance of debt, net                                                      200,000
                                                                 ------------------     ------------------
           Net cash used in financing activities                      (660,257)              (120,129)
                                                                 ------------------     ------------------
(Decrease) increase in cash in the period                             (363,791)               300,146
                                                                 ------------------     ------------------
Cash, beginning of period                                              775,966                213,219
                                                                 ------------------     ------------------
Cash end of period                                                     412,175                513,365
                                                                 ==================     ==================
</TABLE>


         See accompanying notes to the consolidated financial statements


<TABLE>
<S>                                                                    <C>                    <C>
Supplemental disclosure of cash flow information

   Cash paid during the period for Interest                            890,328                603,039

Non-cash investing and financing activities in the period

   Acquisition debt refinanced with other long term debt            1,500,000

   Discount on debenture payable                                                              280,000
   Accrued liabilities settled by issuance of stock                                           796,342

   Stock issued on conversion of debentures                                                    75,000
   Stock issued to settle deferred compensation                       311,102
   Stock issued in payment of accrued interest on notes payable        41,230                 116,035

   Stock issued in settlement of accounts payable                      30,127
   Stock and stock purchase warrants issued as refinancing fees       436,667
</TABLE>


         See accompanying notes to the consolidated financial statements

                                      -4-
<PAGE>


                              NEPTUNE SOCIETY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2003


(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 - K for the
year ended December 31, 2002.

     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, 2003 are
not  necessarily  indicative  of the results  that can be expected  for the year
ended December 31, 2003.

(2)  Liquidity

     At September  30,  2003,  the Company had current  assets of  approximately
$2,487,000  offset by current  liabilities of  approximately  $3,621,000,  for a
working capital deficiency of $1,134,000.  We project we will realize sufficient
cash from  operating  activities  over the upcoming 12 months to satisfy in full
our existing obligations as they fall due.

(3)  Comparative Figures

     On January 1, 2003 the  Company  implemented  a full  merchandise  delivery
policy for new pre-need  contracts sold in all locations  except in three States
where merchandise delivery under pre-need contracts is not permitted. The effect
of this revised  business  practice is that all revenue  relating to merchandise
sold and delivered and  administrative  fees charged under pre-need contracts is
recognized  as  revenue  at the  time  the  pre-need  contracts  are sold in all
locations except in those three States. For the comparative three and nine month
periods ended September 30, 2002, the Company's merchandise sales policy did not
meet the  revenue  recognition  criteria  under  generally  accepted  accounting
principles, and accordingly merchandise sales revenue was deferred together with
the related sales commissions paid, until the cremations service was provided.

     All selling and obtaining costs related to pre-need  revenue are charged to
operations in the same period as the related revenue is recognized.

     Revenue for pre-need cremation services  ("fulfillments")  will continue to
be  received  from  trusted  funds.  Trusted  funds  are not  recognized  in the
Company's accounts until released to the Company on the provision of services.



                                      -5-
<PAGE>

     The direct  comparability of the results of operations  between the periods
presented is affected by the new delivery policy for the above reasons.

     Certain of the figures  for the  comparative  three and nine month  periods
ended  September  30,  2002  have  also  been  reclassified  to  conform  to the
presentation adopted for the current fiscal quarter.

(4)  Debt Financing and Restructuring of 13.0% Debentures

     By an agreement  dated July 31, 2003 with Capex,  LLP of Denver,  Colorado,
the Company borrowed $1,500,000 for the purpose of making a portion of the final
payment of $1.8 million in acquisition  debt related to its 1999 purchase of the
Neptune Society business.  The remaining $300,000 was paid from working capital.
In  connection  with the debt  financing,  the  Company  also  restructured  its
obligation under the 13% Debentures held by Capex and another debenture holder.

     This  restructuring  favorably  amended the previous fixed charge  coverage
ratio  obligation  and cured  certain  possible  conditions of default under the
debentures.  The restructured  debentures,  in the aggregate principal amount of
$7.4  million,  are  repayable  over the upcoming  four years,  with the Company
holding the right to prepay the debentures at any time without penalty.

     Amended  payments  of  principal  under  the  additional  and  restructured
debentures are as follows, for the year ended December 31:

                2003        $390,072
                2004      $1,680,371
                2005      $1,855,284
                2006      $2,502,028
                2007        $910,993
                          -----------
                          $7,338,748
                          ===========

     The  company  issued  600,000  shares  of its  stock  to the  lenders  as a
refinancing fee. A term of the refinancing was the replacement of the conversion
rights of the original  debentures,  whereby the lender  could  convert the debt
into stock at a price of $3.00 per share until February 24, 2005,  into detached
warrants  for the  purchase of the same number of shares at the same price for a
period of 5 years.  The value of the shares and warrants  issued  ($420,000  and
$16,667  respectively)  were recorded to deferred  financing costs and are being
amortized to operations over the extended maturity of the financing.

(5)  Stockholder's Equity

     (a) Stock Issued during the Nine Months Ended September 30, 2003:



                                      -6-

<PAGE>

          307,692  Units  were  sold at a price of $0.65  per Unit to a  private
     company controlled by the family of the Company's President (total proceeds
     of  $200,000).  Each  Unit  comprises  one share  and one  warrant  for the
     purchase of an  additional  one share at a price of $0.72 per share  within
     one year, or $0.79 per share within two years.

          81,000  shares were issued at a value of $0.65 per share in settlement
     of deferred compensation owed to three officers of the Company.

          63,432  shares were issued at $0.65 to the holders of 13%  Convertible
     Debentures  in payment of accrued  interest  of $41,230.  The note  holders
     subscribed  for the  shares  under  pre-emptive  rights  granted  under the
     Debentures,   entitling  them  to  participate   proportionately  in  stock
     issuances by the Company.

          215,501  shares were issued to an executive  officer in  settlement of
     $140,075  of  deferred  compensation  owing to him for the  2002 and  prior
     years.

          182,118  shares in total were  issued to  officers  and  directors  in
     consideration of compensation expense for the current six month period. The
     shares were recorded at an aggregate value of $118,377.

          43,039 shares in total were issued in  settlement of accounts  payable
     of $30,127.

          600,000 shares were issued as a refinancing fee in connection with the
     Capex, LLP debt financing completed July 31, 2003 (Note 4). The shares were
     recorded at a value of $420,000.

     (b) Stock  options and grants in the nine month period ended  September 30,
2003.

          Stock  options were granted to five officers of the Company to acquire
     up to a total of 180,000  shares at a price of $0.70 per share.  Options to
     acquire  150,000  shares at a price of $0.65  per  share  for a three  year
     period were granted to the Company's  CEO. The stock options vest after one
     year.

     (c) 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 -- 3 Years
             Risk - free interest rate -- 1.5%
             Dividend yield -- -0-
             Volatility -- 21%



                                      -7-

<PAGE>

     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, and because changes in the
subjective  input assumption can materially  affect the fair value estimate,  in
management's opinion, the existing model 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 loss as reported                                 $ (759,932)
          Compensation recognized under APB 25                      0
          Compensation expense under SFAS 123                     (7,721)
                                                               -----------
          Pro forma net loss                                   $ (767,653)
                                                               ===========


(6)  Employment and Consulting Agreements - changes in the period

     The  present  employment  agreement  of  the  Company's  President/CEO  was
extended  through  December 31, 2007,  with provision for conversion of deferred
compensation  owing into common stock at a price equal to fair market value less
10%.

     The Company  entered  into  agreements  to retain the  services of five key
officers and executives through January and February 2006. The agreements, which
are substantially similar, provide for total annual base salaries of $721,000 in
each of the upcoming 3 years,  with minimum annual bonuses averaging 19% of base
salaries,  such  bonuses  payable in stock or cash at the option of the Board of
Directors.  The Company may terminate each of the agreements by the payment of 4
to 6 months' salary.

     An existing  agreement in effect with an  executive  of the Company,  for a
base salary of $144,000 per annum, was replaced under the above.

     The Company has entered into a separation  agreement  with its former Chief
Financial  Officer,  under which his  employment  agreement was  cancelled.  The
agreement requires the payment of a total of $600,000 in equal monthly payments,
over a five year period,  beginning April, 2003. The Company had previously made
provisions for deferred compensation and related costs,  totaling  approximately
$405,000,  in the 2001 and 2002  years  with  respect  to the  former  officer's
services. The separation agreement also provides for a final conditional payment
of $100,000 if the  Company has net free cash of at least  $1,000,000  after all
normal  operating  expenses for the final year of the  agreement.  There is also
provision  for the  acceleration  of payments in the event of certain  specified
events, such as a change of control of the Company, sale of substantially all of
the  Company's  assets,  sale  of  a  location,   or  payment  of  dividends  to
stockholders.



                                      -8-
<PAGE>

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.,  Heritage  Alternatives,  Inc.
and Trident  Society,  Inc.,  which are engaged in marketing  and  administering
pre-need  and  at-need  cremation  services in  Arizona,  California,  Colorado,
Florida,  Illinois, Iowa, New York, Oregon and Washington. We also operate three
crematories  and licensed  holding  facilities in Los Angeles,  California;  one
licensed  holding  facility in Ventura,  California;  one crematory and licensed
holding  facility in Ankeny,  Iowa;  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 Society Information
     Book, personalized Neptune Society registration portfolio,  membership card
     and specially designed Neptune Society 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.

New Sales Policy for Pre-need Merchandise Sales

     From  January 1, 2000 to December  31, 2002 (with the  exception  of a four
month period in the second and third quarters of 2001), our pre-need merchandise
delivery and handling  procedures  in virtually  all  locations did not meet the
test for revenue  recognition at the point of sale.  Rather,  revenue related to
the merchandise  component of pre-need  arrangements  was generally  recorded as
deferred pre-need revenue.  Commissions paid with respect to obtaining  pre-need
arrangements were also deferred.  Both the revenue received and costs paid by us
during the life of the contract were, accordingly,  not taken into account until
the cremation  services were actually  performed.  At that point, these deferred
amounts, together with the



                                       -9-
<PAGE>

previously trusted funds for the cremation service, were matched and recorded in
operations in accordance with generally accepted accounting principles.

     Effective  January 1, 2003,  we  implemented  a full  merchandise  delivery
policy for new pre-need arrangement  contracts sold in all locations,  except in
the States of Florida,  Illinois  and New York.  In all states  except  Florida,
Illinois and New York, we now  irrevocably  deliver to the purchaser at the time
of sale,  all the  merchandise  purchased in connection  with the contract.  The
effect  of this  revised  business  practice  is that the  selling  price of all
merchandise   sold  in  connection  with  pre-need   contracts,   together  with
administrative  charges for set-up of the contract, are recognized as revenue in
accordance with generally accepted  accounting policies at the time the contract
is entered into.  Also, all sales  commissions paid relating to the obtaining of
such contracts are recognized as expense when the revenue  associated  with such
contract is recognized,  rather than being deferred until  fulfillment (the time
the cremation services are performed).

     The portion of the pre-need contract relating to the cremation  services to
be  performed  in the future  continues  to be paid into  trust to  support  our
obligations in accordance with applicable  state  regulations and is released to
the Company once the cremation  services are  performed.  These receipts are not
recognized in income until earned through the provision of the actual cremation.

     The change to a full  delivery  policy in the majority of our locations has
affected the  comparability of our 2003 operating  results with the 2002 figures
for all quarters presented.

Results of Operations

Three  months  ended  September  30, 2003  compared  with the three months ended
September 30, 2002

     Revenue

     Total  revenue was  $5,385,000  in the third  quarter of 2003 compared with
$2,779,000  for  the  third  quarter  of  2002,  an  increase  of  approximately
$2,606,000.

     The  increase  is  attributable  mainly  to our  delivering  ownership  and
possession  of purchased  merchandise  to our pre-need  customers at the time of
sale and recognizing in income the related proceeds and administrative  handling
charges,  commencing  January  1,  2003,  in all of the states in which we offer
pre-need  contracts,  except  for  Florida,  Illinois  and New  York.  Under our
previous  merchandise delivery policy in effect in 2002, the merchandise was not
delivered until the actual cremation services were performed, and therefore, the
revenue  received was deferred until the cremation  services were  provided.  We
recognized  $2,137,000 in revenue on the sale of pre-need contracts in the three
months  ended  September  30,  2003,  which  would  have  been  deferred  as  to
recognition if title and possession of the  merchandise  had not been delivered,
as was the case in the  comparative  three months ended  September 30, 2002. The
number of pre-need  contracts  signed in the third quarter of 2003 was down 10%,
which we attribute to increased competition and a sales price increase effective
January 1, 2003.



                                      -10-
<PAGE>

     Revenue from cremation services and previously  deferred  merchandise sales
was  $2,123,000  in the  third  quarter  of  2003,  a  decrease  of 3% from  the
comparable  quarter in 2002. Our volume of cremation cases was 12% higher in the
third  quarter of 2003  compared  with the third  quarter of 2002. We anticipate
that per case revenue for  cremation  cases will remain below 2002 levels due to
increased  competition in the death care industry,  which has reduced the number
of full  price  cremations  we  perform.  Further,  since  we  began  delivering
merchandise  at the  point  of  sale  for  pre-need  contracts  and  recognizing
merchandise related revenue at that point, beginning January 1, 2003, the amount
of  revenue  recognized  at  the  time  of  cremation  in  future   pre-arranged
fulfillments will be proportionately reduced. This will have an increased impact
as our  pre-need  fulfillments,  which  represent  approximately  50% of all the
cremations we perform, are increasingly derived from 2003 and later pre-arranged
contracts.

     Travel plan revenue was $681,000 in the third quarter of 2003 compared with
$747,000 in the third  quarter of 2002, a decrease of 9%. We believe our members
and prospective members have a diminished  inclination to travel internationally
due to global  terrorist  threats  and world  tensions  of recent  years,  which
resulted in a decline in travel plan  sales.  We do not  consider it possible to
determine  whether  this  will  be  an  ongoing  trend  affecting  this  revenue
component.

     Management  and finance fee income was  relatively  constant  for the third
quarter of 2003 as compared to the same period in 2002.

     We received  approximately  $240,000 in  commissions  on the  conversion of
certain  pre-arranged  trust funds to insurance products in the third quarter of
2003.  We believe that the choice of providing  for  pre-arranged  cremations by
means  of an  insurance  policy,  naming  us as the  beneficiary,  is a  popular
alternative to the traditional trusting arrangements in the death care industry.
In the past, we relied  exclusively on the traditional trust fund alternative in
satisfying our future funding  obligations under our pre-need  arrangements.  We
anticipate that we will continue to convert our pre arranged trusts to insurance
policies in  circumstances  where  there are  benefits  identified  for both the
contract  holder and  ourselves,  and that we will earn  conversion  commissions
whenever existing and new trusts are converted.

     Costs and Expenses and Gross Profit

     Direct  costs  and  expenses   relate  to  the  providing  of  at-need  and
fulfillment cremation services,  the cost of travel plan premiums,  and the cost
of  merchandise  delivered.  Total direct costs and expenses were  approximately
$999,000 for the three months ended  September  30, 2003  compared with $808,000
for the third quarter of 2002, an increase of $191,000 or 23%.

     The majority of the increase was due to increased cost of  merchandise,  as
we  commenced  delivering   merchandise  to  new  pre-need  contract  purchasers
effective  January 1, 2003.  There were no material changes in the total cost of
travel plan premiums.

     Increased  operating  efficiencies  allowed  us to  increase  the number of
cremations  we performed by 12% in the three  months ended  September  30, 2003,
compared with the same period in 2002, without increasing our total direct costs
and expenses.



                                      -11-
<PAGE>

     Gross profit was  approximately  $4,385,000 or 81% of total revenue for the
three months ended September 30, 2003,  compared with $1,971,000 or 71% of total
revenue for the three months  ended  September  30, 2002.  The increase in gross
profit realized was due mainly to our ability to recognize revenue from the sale
of merchandise  which we began delivering at the time of sale beginning  January
1, 2003, as discussed under the heading "Revenue," above.

     Sales Commissions and Obtaining Costs

     Sales  commissions and costs of obtaining  pre-need  arrangement  contracts
increased to  approximately  $1,552,000 for the three months ended September 30,
2003 from $789,000 for the three months ended September 30, 2002, an increase of
$763,000.  Substantially,  all of  this  increase  relates  to the  matching  of
expenses to the same time period as the related revenue is recognized.  Prior to
2003, sales costs directly related to contracts sold would be deferred  together
with the contract  revenue to be  recognized  on  fulfillment  (provision of the
cremation   service).   Commencing  in  2003,  we  now  recognize  revenue  from
merchandise and  administrative  services at the time of sale, and  accordingly,
commissions  and other costs of obtaining the sale are also fully  recognized at
the  time  of  sale.  Sales  commissions  and  obtaining  costs  also  increased
marginally  in 2003  over  2002 due to  increased  competition  and the costs of
obtaining sales leads.

     Operating Expenses

     Salaries and payroll costs for the third quarter of 2003 were approximately
$1,121,000  compared with approximately  $1,192,000 for the comparable period in
2002,  a decrease of $71,000 or 6%. The decrease is mainly  attributable  to our
ongoing efforts to increase production without adding additional personnel.

     Other  operating  services and supplies  were  $313,000 in the three months
ended  September  30, 2003 compared with $599,000 for the same period in 2002, a
decrease of $286,000 due to our cost reduction efforts.

     All  other  operating   expenses  were   materially   consistent  over  the
comparative third quarters of 2003 and 2002.

     Total  operating  expenses  were  approximately  $2,177,000  for the  third
quarter of 2003 compared with  $2,483,000 for the third quarter of 2002. The net
decrease in  operating  expenses of  $305,000  relates to the reasons  described
above.

     Interest and Finance Expense

     Interest  and  finance  expense was  $444,000  for the three  months  ended
September 30, 2003 compared with $532,000 for the  comparable  period in 2002, a
decrease of $88,000.  Interest and finance expense decreased as a consequence of
the restructuring of a number of long term liabilities during 2002 and 2003. See
"Liquidity and Capital Resources."



                                      -12-
<PAGE>

     Net income (loss)

     Net income for the three  months  ended  September  30,  2003 was  $213,000
($0.04 per share)  compared with a loss of $1,833,000  ($0.45 per share) for the
three months ended  September  30, 2002.  The net income  relates to the reasons
described above.

Nine Months  ended  September  30,  2003  compared  with the Nine  Months  ended
September 30, 2002

     The following  discussion  compares our results of operations  for the nine
months ended  September 30, 2003 (YTD 2003) to our results of operations for the
nine months ended September 30, 2002 (YTD 2002).

     Revenue

     Total  revenue was  approximately  $15,068,637  for YTD 2003  compared with
$8,670,869 for YTD 2002, an increase of approximately $6,400,000.

     The  increase  is  attributable  mainly  to our  delivering  ownership  and
possession  of purchased  merchandise  to our pre-need  customers at the time of
sale and recognizing in income the related proceeds and administrative  handling
charges  commencing  January  1,  2003,  in all of the  states in which we offer
pre-need  contracts,  except  for  Florida,  Illinois  and New  York.  Under our
previous  merchandise delivery policy in effect in 2002, the merchandise was not
delivered until the actual cremation services were performed,  and therefore the
revenue  received was deferred until the cremation  services were performed.  We
recognized  $5,863,000 in revenue on the sale of pre-need  contracts in the nine
months ended September 30, 2003 which would have been deferred as to recognition
if title and possession of the merchandise  had not been  delivered,  as was the
case in the comparative nine months ended September 30, 2002.

     The value of pre-need  contracts sold, both recognized as revenue currently
and  deferred,  was 11% higher in YTD 2003  compared with YTD 2002. We attribute
this to the sales price increase  effective  January 1, 2003 and increased sales
in the new locations  added in 2002.  The number of pre-need  contracts sold YTD
2003  compared  with YTD 2002 was down 13%,  which we attribute to slow sales in
the first six months of 2003 due to the  tension of war with Iraq  resulting  in
unwillingness of people to make appointments with us to review our product.

     Revenue from cremation services and previously  deferred  merchandise sales
was $6,235,000 for YTD 2003,  which was, in all material  respects,  the same as
YTD 2002. Our volume of cremation  cases was 9% higher for the nine months ended
September 30, 2003  compared  with the nine months ended  September 30, 2002. We
anticipate  that the per case revenue for cremation cases will remain below 2002
levels  due to  increased  competition  in the death  care  industry,  which has
reduced the number of full price cremations we perform.  Further, since we began
delivering  merchandise  at the point of sale for pre-need  contracts  beginning
January 1, 2003 and recognizing  merchandise  related revenue at that point, the
amount of revenue  recognized  at the time of cremation  in future  pre-arranged
fulfillments will be proportionately reduced. This will have an increased impact
in the future as our fulfillments,



                                      -13-

<PAGE>


which  represent  approximately  50% of  all  the  cremations  we  perform,  are
increasingly derived from 2003 and later pre-arranged contracts.

     Travel plan  revenue was  $2,080,000  for the nine months of 2003  compared
with  $2,226,000  for the same period in 2002,  a decrease of $145,000 or 7%. We
believe our members and  prospective  members have a diminished  inclination  to
travel  internationally  due to global  terrorist  threats and world tensions of
recent  years,  which  resulted  in a decline in travel  plan  sales.  We do not
consider  it  possible  to  determine  whether  this  will be an  ongoing  trend
affecting this revenue component.

     Management  and finance  fee income was  relatively  constant  for YTD 2003
compared with YTD 2002.

     We received  approximately  $240,000 in  commissions  on the  conversion of
certain  pre-arranged  trust funds to insurance  products in YTD 2003 (YTD 2002:
Nil).  We believe that the choice of providing  for pre arranged  cremations  by
means  of  an  insurance  policy  naming  us as  the  beneficiary  is a  popular
alternative to the traditional trusting arrangements in the death care industry.
In the past, we relied exclusively on the traditional trust fund alternative.

     We anticipate  that we will continue to convert our pre arranged  trusts to
insurance policies in circumstances where there are benefits identified for both
the contract holder and ourselves,  and that we will earn conversion commissions
whenever existing and new trusts are converted.

     Costs and Expenses and Gross Profit

     Direct  costs  and  expenses   relate  to  the  providing  of  at-need  and
fulfillment cremation services,  the cost of travel plan premiums,  and the cost
of  merchandise  delivered.  Total direct costs and expenses were  approximately
$2,805,000 for the nine months ended September 30, 2003 compared with $2,503,000
for the nine months ended September 30, 2002, an increase of $302,000 or 12%.

     Premium costs associated with travel plan sales were approximately $158,000
lower for YTD 2003  compared  with YTD 2002,  due to  decreased  sales of travel
plans in 2003 and our selection of a lower cost provider.

     Direct  costs of  merchandise  increased  by  approximately  $291,000 as we
commenced delivering merchandise to pre-need contract purchasers in 2003.

     The cost of our cremation  services  increased  overall by $169,000 for the
first nine months of 2003 compared with the same period in 2002, along with a 9%
increase in the number of cremations performed.

     Gross profit was  $12,263,000  or 81% of total  revenue for the nine months
ended September 30, 2003,  compared with $ 6,168,000 or 71% of total revenue for
the nine months ended  September 30, 2002. The increase in gross profit realized
was due mainly to our ability to


                                      -14-

<PAGE>

recognize  revenue from the sale of merchandise which we began delivering at the
time of sale  beginning  January 1, 2003,  as discussed  above under the heading
"Revenue".

     Sales Commissions and Obtaining Costs

     Sales  commissions and costs of obtaining  pre-need  arrangement  contracts
increased  to  $4,373,000  for the nine  months  ended  September  30, 2003 from
$2,081,000  for the nine  months  ended  September  30,  2002,  an  increase  of
$2,292,000.  Substantially  all of this  increase  relates  to the  matching  of
expenses to the same time period as the related revenue is recognized.  Prior to
2003, sales costs directly related to contracts sold would be deferred  together
with the contract  revenue,  to be recognized on  fulfillment  (provision of the
cremation   service).   Commencing  in  2003,   revenue  from   merchandise  and
administrative  services is  recognized  at the time of sale,  and  accordingly,
commissions  and other costs of obtaining the sale are also fully  recognized at
the  time  of  sale.  Sales  commissions  and  obtaining  costs  also  increased
marginally  in 2003  over  2002 due to  increased  competition  and the costs of
obtaining sales leads.

     Operating Expenses

     Stock based  compensation  increased to $425,000 for YTD 2003 from $237,000
for YTD 2002, an increase of $188,000.  This is mainly attributable to the value
of shares issued under the terms of new employment and consulting agreements and
for services paid by issuing shares of our common stock.

     Insurance  costs increased by  approximately  $107,000 in YTD 2003 over YTD
2002 as a result of the events of 9-11 and the related increase in risk premiums
charged by our insurance carriers. We continue to face increased insurance costs
as existing policies come up for renewal.

     Professional fees were reduced approximately $167,000 for YTD 2003 compared
with YTD 2002,  as a result of our  efforts  to reduce our  reliance  on outside
professionals by undertaking more administrative duties in-house in 2003.

     We had  employee  settlement  expenses  of  $306,000 in YTD 2003 (YTD 2002:
Nil).  Substantially,  this entire  amount  relates to the terms of a separation
agreement  with our former Chief  Financial  Officer under which his  employment
agreement was cancelled.

     Total  operating  expenses  were  $7,186,000  for  the  nine  months  ended
September 30, 2003 compared with  $6,832,000 for the nine months ended September
30,  2002.  The net increase in  operating  expenses of $354,000  relates to the
reasons described above.

     Interest and Finance Expense

     Interest  and finance  expense  was  $1,464,000  for the nine months  ended
September 30, 2003 compared with $1,647,000 for the comparable period in 2002, a
decrease of $183,000. Interest and finance expense decreased as a consequence of
the restructuring of a number of long term liabilities during 2002 and 2003. See
"Liquidity and Capital Resources."



                                      -15-
<PAGE>

     Net (loss)

     Net loss for the nine months ended  September 30, 2003 was $760,000  ($0.15
per share)  compared  with a loss of  $4,393,000  ($1.29 per share) for the nine
months ended  September 30, 2002. The net loss relates to the reasons  described
above.

     Liquidity and Capital Resources

     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
Operating Activities for the nine months ended September 30, 2003 reconciles the
net loss for the period of  ($759,932)  to the net cash  provided  by  operating
activities of $312,843.  There were no significant  investing  activities in the
nine months ended September 30, 2003. Financing activities in YTD 2003 consisted
of our  raising  $200,000  by a private  placement  issue of our stock,  and the
retirement  of  approximately  $860,000  in long term  debt.  Our cash  position
decreased by approximately  $364,000 in the nine months ended September 30, 2003
from $776,000 at December 31, 2002, to $412,000 at September 30, 2003.

     At September  30, 2003,  we had current  assets of  $2,487,000  and current
liabilities of $3,621,000,  for a working capital  deficiency of $1,134,000.  We
project we will  realize  sufficient  cash from  operating  activities  over the
upcoming 12 months to satisfy in full our  existing  obligations  as they become
due.

     We  have  no  standby  line  of  credit,  nor  have  we  been  able to make
arrangements  for such line of  credit.  We have no  external  sources of liquid
assets.

     By an agreement dated July 31, 2003 with Capex, LLP of Denver, Colorado, we
borrowed  $1,500,000 for the purpose of making a portion of the final payment of
$1.8 million in  acquisition  debt  related to our 1999  purchase of the Neptune
Society  business.  The  remaining  $300,000 was paid from working  capital.  In
connection with the debt financing,  we also  restructured  our obligation under
the  13%  Debentures  held  by  Capex  and  another   debenture   holder.   This
restructuring  favorably  amended  the  previous  fixed  charge  coverage  ratio
obligation  and  cured  certain   possible   conditions  of  default  under  the
debentures.  The restructured  debentures,  in the aggregate principal amount of
$7.4  million,  are  repayable  over  the  next  four  years.  See Note 4 to our
Consolidated  Financial  Statements for September 30, 2003. We have the right to
prepay the debentures at any time without penalty.

     In  addition  to the $7.4  million  due under the  restructured  debentures
described above, we also have the following long-term liabilities:

     o    Convertible  Debentures in the principal amount of $1.1 million, which
          are mandatorily  convertible  into shares of our common stock on March
          31, 2004 at the price of $1.20 per share, unless we exercise our right
          to retire the debentures for cash with a premium payment of 50%; and



                                      -16-
<PAGE>

     o    $540,000 payable in equal  installments of $10,000 per month under the
          terms of a  settlement  agreement  with  our  former  Chief  Financial
          Officer.

     We expect to satisfy  these  obligations  from  operational  cash flow.  In
addition,  we intend to finance any  acquisitions  or start-ups in 2003 and 2004
from operational cash flow, or a combination of operational cash flow and vendor
financing.

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

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.

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 nine months ended September 30, 2003.

     In February 2003, the Company  granted  options under the 2002 Stock Option
     Plan to certain senior executives to acquire up to 80,000 shares at a price
     of $0.70 per share,  expiring  February 1, 2006,  and  150,000  shares at a
     price of $0.65 per share  expiring  February 24, 2006.  The options vest on
     February 1, 2004. In March 2003, the Company granted options under the 2002
     Stock  Option Plan to certain  senior  executives  to acquire up to 100,000
     shares  at a price of $0.70  per  share,  expiring  on March 1,  2006.  The
     options  vest on March 1, 2004.  These  securities  were  issued in private
     transactions


                                      -17-

<PAGE>

     pursuant to exemptions from the registration  requirements  available under
     Section 4(2) of the Securities Act of 1933, as amended.

     In February 2003, the Company issued 81,000 shares of common stock at $0.65
     per share in settlement of deferred  compensation  in the amount of $52,650
     to three  senior  executives.  These  securities  were  issued in a private
     transaction  pursuant to an exemption  from the  registration  requirements
     available under Section 4(2) of the Securities Act of 1933, as amended.

     In February 2003, the Company issued 39,622 shares of common stock at $0.65
     per share pursuant to the exercise of preemptive  rights. The consideration
     for the  shares  was paid by  canceling  deferred  interest  payable to the
     holders  of  these  preemptive  rights  in the  amount  of  $25,754.  These
     securities  were issued in a private  transaction  pursuant to an exemption
     from the  registration  requirements  available  under  Section 4(2) of the
     Securities Act of 1933, as amended.

     In February 2003, the Company issued 307,962 units, each unit consisting of
     one share of common stock and one warrant to acquire an additional share of
     common stock to 570421 BC, Ltd., a private company controlled by the family
     of an executive  officer and  director.  The units were issued at $0.65 per
     unit,  and the proceeds of the $200,000 the Company  received were used for
     working  capital  purposes.  The warrants are  exercisable  at the price of
     $0.72 per share by February 19, 2004 and thereafter until February 19, 2005
     at the price of $0.79 per share.  These securities were issued in a private
     transaction  pursuant to an exemption  from the  registration  requirements
     available under Section 4(2) of the Securities Act of 1933, as amended.

     In February 2003,  the Company issued 23,810 units at $0.65 per unit,  each
     unit consisting of one share of common stock and one warrant exercisable to
     acquire one  additional  common share at $0.72 per share until February 19,
     2004 and $0.79 per share until  February  19,  2005.  The units were issued
     pursuant to the exercise of preemptive  rights,  and the  consideration for
     the units was paid by canceling deferred interest payable to the holders of
     the  preemptive  rights in the amount of  $15,476.  These  securities  were
     issued  in  a  private  transaction  pursuant  to  an  exemption  from  the
     registration  requirements  available under Section 4 (2) of the Securities
     Act of 1933, as amended.

     On April 25, 2003,  the Company  issued  107,750  shares of common stock at
     $0.65 per share in  settlement  of deferred  compensation  in the amount of
     $70,037 to our Chief Executive  Officer.  These securities were issued in a
     private  transaction   pursuant  to  an  exemption  from  the  registration
     requirements available under Section 4(2) of the Securities Act of 1933, as
     amended.

     On April 25, 2003,  the Company  issued a total of 55,000  shares of common
     stock  to  two  members  of  the   Company's   compensation   committee  as
     compensation for their services.  These securities were issued in a private
     transaction  pursuant to an exemption  from the  registration  requirements
     available under Section 4(2) of the Securities Act of 1933, as amended.



                                      -18-
<PAGE>

     On April 30, 2003,  the Company  issued a total of 125,000 shares of common
     stock to five officers of the Company as a signing bonus under the terms of
     their employment or consulting  agreements with the Company.  See "Item 11.
     Executive Compensation - Employment and Consulting Agreements Subsequent to
     December 31, 2002" in our Form 10 - K for the year ended December 31, 2002,
     filed with the Securities  Exchange  Commission on May 1, 2003, for further
     information on these employment and consulting agreements. These securities
     were  issued in a private  transaction  pursuant to an  exemption  from the
     registration  requirements  available  under Section 4(2) of the Securities
     Act of 1933, as amended.

     On May 29, 2003, the Company issued 107,751 shares of common stock at $0.65
     per share in settlement of deferred  compensation  in the amount of $70,038
     to our Chief Executive  Officer.  These securities were issued in a private
     transaction  pursuant to an exemption  from the  registration  requirements
     available under Section 4(2) of the Securities Act of 1933, as amended.

     On May 31,  2003,  the Company  issued  43,039  shares of common stock at a
     price of $0.70 per share in  settlement  of  accounts  payable of  $30,127.
     These  securities  were  issued in a  private  transaction  pursuant  to an
     exemption from the registration  requirements  available under Section 4(2)
     of the Securities Act of 1933, as amended.

     On June 18,  2003,  the Company  issued  2,118  shares of common stock at a
     price of $0.65 per share in  consideration  of compensation to an employee.
     These  securities  were  issued in a  private  transaction  pursuant  to an
     exemption from the registration  requirements available under Section 4 (2)
     of the Securities Act of 1933, as amended.

     On July 8,  2003,  the  Company  issued  83,333  shares of Common  Stock to
     Commerce  Consulting  Distribution  AG, a  non-U.S.  person  outside of the
     United States.  The shares were issued as a refinancing fee under the terms
     of a debenture purchase agreement dated March 27, 2002.

     On July 31, 2003,  the Company  issued 600,000 shares to the holders of its
     13% debentures in  consideration  of  restructuring  fees. The Company also
     issued warrants for the purchase of a total of 1,666,667  shares up to July
     31, 2008 at a price of $3.00 per share,  with the number of shares  subject
     to increase in connection with future equity issuances by the Company.  The
     Company also extended the expiry date of 50,000 warrants  previously issued
     to the debenture  holders to July 31, 2008. These securities were issued in
     a  private  transaction  pursuant  to an  exemption  from the  registration
     requirements available under 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-K for the year ended December 31, 2002 under "Item 5.
Market  for Common  Equity  and  Related  Shareholder  Matters - Recent  Sale of
Unregistered  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



                                      -19-
<PAGE>

the Company's annual report on Form 10-KSB for the year ended December 31, 2002,
is hereby incorporated by reference to this report.

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 quarter
ended September 30, 2003.

Item 5.  Other Information

     Not applicable


Item 6.  Exhibits And Reports On Form 8-K

(a)  Exhibits

     Exhibit
     Number         Description
     ------         -----------
     3.1(1)         Articles of  Incorporation  of L R Associates,  Inc.,  filed
                    January 4, 1985

     3.2(1)         Articles of Amendment of L R Associates,  Inc. changing name
                    to Lari Corp., filed August 3, 1998

     3.3(1)         Articles of Amendment of Lari Corp. changing name to Neptune
                    Society, filed April 26, 1999

     3.4(1)         Articles of Amendment of The Neptune Society, Inc. filed May
                    9, 2000, effecting a combination of the Corporation's shares
                    of common stock

     3.5(1)         Articles of Amendment of The Neptune Society, Inc. effective
                    as of  March  22,  2002,  related  to a  combination  of the
                    Corporation's shares of common stock

     3.6(6)         Articles of Amendment of The Neptune Society, Inc.

     3.7(1)         Bylaws of Neptune Society (previously filed as Exhibit 3.6)

     10.1(1)        Form of Stock Option Plan

     10.2(1)        Share Purchase  Agreement dated for reference March 26, 1999
                    by and  between  Lari  Acquisition  Company,  Inc.,  Emanuel
                    Weintraub  Inter Vivos  Trust,  Emanuel  Weintraub,  Neptune
                    Management  Corp.,  Heritage  Alternatives,   Inc.,  Neptune
                    Pre-Need Plan, Inc. and Lari Corp.

     10.3(1)        Share Purchase Agreement dated March 31, 1999 by and between
                    Lari  Acquisition  Company,  Inc.,  Lari Corp.  and  Stanley
                    Zicklin

     10.4(1)        Share Purchase Agreement dated March 31, 1999 by and between
                    Lari Acquisition Company, Inc., Lari Corp. and Jill Schulman

     10.5(1)        Agreement   dated   August  1,  1999  by  and  between  Lari
                    Acquisition  Company,  Inc.,  Neptune  Society  and  Stanley
                    Zicklin

     10.6(1)        Agreement   dated   August  1,  1999  by  and  between  Lari
                    Acquisition   Company,   Inc.,  Neptune  Society,   Emmanuel
                    Weintraub and Emmanuel Weintraub Inter Vivos Trust



                                      -20-
<PAGE>

     Exhibit
     Number         Description
     ------         -----------
     10.7(1)        Interest  Purchase  Agreement  dated for reference March 31,
                    1999 by and between  Neptune  Management  Corp.  Lari Corp.,
                    Lari Acquisition  Company,  Inc. and the limited partners of
                    Neptune-Los  Angeles,  Ltd.,  Neptune-Santa  Barbara,  Ltd.,
                    Neptune-Miami,    Ltd.,   Neptune-St.    Petersburg,   Ltd.,
                    Neptune-Ft.   Lauderdale,   Ltd.,   Neptune-Nassau,    Ltd.,
                    Neptune-Yonkers, Ltd.

     10.8(1)        Interest  Purchase  Agreement  dated for reference March 31,
                    1999 by and between Heritage Alternatives, Inc., Lari Corp.,
                    Lari Acquisition  Company,  Inc. and the limited partners of
                    Heritage Alternatives, L.P.

     10.9(1)        Consulting  Agreement  dated  March 31,  1999 by and between
                    Lari Acquisition Company, Inc. and Emanuel Weintraub

     10.10(1)       Amendment to  Consulting  Agreement  dated August 1, 1999 by
                    and  between  Lari  Acquisition  Company,  Inc.  and Emanuel
                    Weintraub

     10.11(1)       $19,000,000  Promissory  Note dated  March 31,  1999 by Lari
                    Acquisition Company, Inc.

     10.12(1)       Amendment  to  $19,000,000  Promissory  Note dated August 1,
                    1999 by Lari Acquisition  Company,  Inc. in favor of Emanuel
                    Weintraub Inter Vivos Trust

     10.13(1)       $2,000,000  Promissory  Note  dated  March 31,  1999 by Lari
                    Acquisition Company, Inc.

     10.14(1)       Amendment to $2,000,000 Promissory Note dated August 1, 1999
                    by Lari  Acquisition  Company,  Inc.  in  favor  of  Emanuel
                    Weintraub Inter Vivos Trust

     10.15(1)       Pre-Need  Trust  Agreement  dated  October  1,  1993  by and
                    between Neptune Management Corp. and Sunbank/South  Florida,
                    N.A.

     10.16(1)       Asset Purchase Agreement dated March 31, 1992 by and between
                    Heritage  Cremation  Services,  Inc., Joseph Estephan,  Elie
                    Estephan and Emanuel Weintraub

     10.17(1)       Form of Commissioned Contractor Agreement

     10.18(1)       Agency  Agreement  dated for reference  July 22, 1999 by and
                    between  Neptune  Society and  Standard  Securities  Capital
                    Corporation

     10.19(1)       Amendment  to Agency  Agreement  dated August 5, 1999 by and
                    between  Neptune  Society and  Standard  Securities  Capital
                    Corporation

     10.20(1)       Form of Subscription Agreement

     10.21(1)       Form of Registration Rights Agreement

     10.22(1)       Debenture and Warrant Purchase  Agreement dated November 24,
                    1999.

     10.23(1)       Form of Convertible Debenture

     10.24(1)       Asset  Purchase  Agreement  dated  December 31, 1999, by and
                    among  Neptune  Society,  Crematory  Society of  Washington,
                    Inc., and John C. Ayres.

     10.25(1)       Asset Purchase  Agreement dated March 15, 2000, by and among
                    Neptune  Society,  Cremation  Society  of Iowa,  Inc.,  Dave
                    Noftsger, and John Bethel

     10.26(1)       Asset Purchase Agreements and Merger Agreement dated July 5,
                    2000,  by and  among  Neptune  Society,  Heritage  Memorial,
                    Community  Memorial  Centers,  David Schroeder,  and Michael
                    Ashe

     10.27(1)       Agency  Agreement  dated for reference  July 31, 2000 by and
                    between  Neptune  Society and  Standard  Securities  Capital
                    Corporation

     10.28(2)       Employment  Agreement  by and  between the Company and Marco
                    Markin

     10.29(2)       Employment  Agreement  by and  between the Company and David
                    Schroeder

     10.30(2)       Employment  Agreement  by and between the Company and Rodney
                    M. Bagley

     10.31(2)       Memorandum of  Understanding  by and between the Company and
                    Private Investment Company

     10.32(2)       Loan  Agreement   dated  August  8,  2001  with  Green  Leaf
                    Investors I, LLC, a California limited liability company

     10.33(2)       Warrant issued to Green Leaf

     10.34(2)       Guaranty issued to Green Leaf

     10.35(3)       Second Debt Restructuring Agreement

     10.36(3)       Third Debt Restructuring Agreement



                                     -21-
<PAGE>


     Exhibit
     Number         Description
     ------         -----------



     10.37(4)       Asset Purchase Agreement effective as of January 31, 2002 by
                    and between Western Management  Services,  L.L.C., an Oregon
                    limited  liability  company,   Wilhelm  Mortuary,   Inc.,  a
                    corporation  incorporated  under  the  laws of the  State of
                    Oregon,   and  The   Neptune   Society,   Inc.,   a  Florida
                    corporation,   and  Neptune  Society  of  America,  Inc.,  a
                    California corporation .

     10.38(4)       Service  Agreement  effective  as of March 8,  2002,  by and
                    between  Western  Management  Services,  L.L.C.,  an  Oregon
                    limited liability company, and The Neptune Society,  Inc., a
                    Florida Corporation.

     10.39(4)       Note  Extension  And  Assumption  Agreement  effective as of
                    January  31,  2002,  and  is  made  by and  between  Western
                    Management  Services,  L.L.C.,  an Oregon limited  liability
                    company, Wilhelm Mortuary, Inc., an Oregon corporation,  The
                    Neptune  Society,  Inc.,  a  Florida  corporation,   Neptune
                    Society of America,  Inc.,  a  California  corporation,  and
                    Green Leaf Investors I, LLC, a California  limited liability
                    company.

     10.40(4)       Convertible  Debenture in the  principal  amount of $75,000,
                    due July 31, 2002,  issued to Green Leaf Investors I, LLC, a
                    California limited liability company.

     10.41(4)       Debenture and Warrant  Amendment  Agreement  effective as of
                    December 31, 2001, by and between The Neptune Society, Inc.,
                    a Florida  corporation,  CapEx,  L.P.,  a  Delaware  limited
                    partnership,  and D.H. Blair Investment Banking Corp., a New
                    York corporation.

     10.42(4)       Form of CapEx, L.P. Debenture Amendment

     10.43(4)       Form  of  D.H.  Blair  Investment  Banking  Corp.  Debenture
                    Amendment

     10.44(4)       Form of Warrant Amendment

     10.45(5)       Form of Debenture

     10.46(8)       Employment  Agreement by and between the Company and Douglas
                    Irving

     10.47(8)       Employment  Agreement  by and  between  the Company and Doug
                    Irving

     10.48(8)       Employment  Agreement  by and  between the Company and Barry
                    Maynes

     10.49(8)       Employment  Agreement  by and  between  the Company and Gary
                    Harris

     10.50(8)       Employment  Agreement by and between the Company and Matthew
                    Markin

     10.51(8)       Employment  Agreement by and between the Company and Matthew
                    Hoogendoorn

     10.52(8)       Amendment to Employment Agreement by and between the Company
                    and Marco Markin

     10.53(9)       Debenture Purchase and Amendment  Agreement  effective as of
                    July 31,  2003 by and between  The  Neptune  Society,  Inc.,
                    CapEx, L.P. and D.H. Blair Investment Banking Corp.

     10.54(9)       Form of Amended and Restated  Debenture  dated July 31, 2003
                    issued to CapEx, L.P. in the principal amount of $5,029,344

     10.55(9)       Form of Amended and Restated  Debenture  dated July 31, 2003
                    issued  to  D.H.  Blair  Investment  Banking  Corp.  in  the
                    principal amount of $2,352,896

     10.56(9)       Form of Warrant issued to CapEx, L.P.

     10.57(9)       Form of  Warrant  issued to D.H.  Blair  Investment  Banking
                    Corp.

     10.58(9)       Form of Security Agreement

     31.1           Section  302  Certificates  of Chief  Executive  Officer and
                    Chief Financial Officer

     32.2           Section  906  Certificates  of Chief  Executive  Officer and
                    Chief Financial Officer
---------------------
(1)  Previously filed on February 12, 2001.
(2)  Previously filed as an exhibit to Form 10-Q (for the Period ended September
     30, 2001) on August 14, 2001.
(3)  Previously  filed  as an  exhibit  to Form  10-Q/A  (for the  Period  ended
     September 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.



                                      -22-

<PAGE>

(b)  Reports on Form 8-K

1.   Report on Form 8-K filed on August 27, 2003.

2.   Report on Form 8-K filed on October 15, 2003.








                                      -23-
<PAGE>

                                   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 14, 2003                    By: /s/ Marco Markin
                                                  ----------------
                                              Marco Markin
                                              Chief Executive Officer




Date:    November 14, 2003                    By: /s/ Matthew Hoogendoorn
                                                  -----------------------
                                              Matthew Hoogendoorn
                                              Chief Financial Officer









                                      -24-