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 March 31, 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                                    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: May 14, 2004:  6,764,637 shares of
common stock

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




<PAGE>


                            THE NEPTUNE SOCIETY, INC
                                  FORM 10 - QSB
                                 March 31, 2004

                                TABLE OF CONTENTS

                                                                          PAGE

PART I.           INTERIM FINANCIAL INFORMATION                               2

     ITEM 1.      FINANCIAL STATEMENTS                                        2

                  Consolidated Balance Sheets
                  March 31, 2004 (Unaudited) and December 31, 2003 (Audited)  2

                  Consolidated Statements of Operations (Unaudited)
                  Three Months Ended March 31, 2004 and 2003                  3

                  Consolidated Statements of Cash Flows (Unaudited)
                  Three Months Ended March 31, 2004 and 2003                  4

                  Notes to Consolidated Financial Statements (Unaudited)      5

     ITEM 2.      MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITIONS AND RESULTS OF OPERATIONS                        8

     ITEM 3.      CONTROLS AND PROCEDURES                                    14

PART II.          OTHER INFORMATION                                          14

     ITEM 1.      LEGAL PROCEEDINGS                                          14

     ITEM 2.      CHANGES IN SECURITIES                                      14

     ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                            15

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        15

     ITEM 5.      OTHER INFORMATION                                          15

     ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                           17

     SIGNATURES                                                              21




                                       i

<PAGE>


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.

     6)   The Company's  ability to  successfully  raise financing to extinguish
          certain debt coming due in the current year.

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 a registered
trademarks of The Neptune Society, Inc. in the United States.



                                       1
<PAGE>

PART I.  INTERIM FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS


                              NEPTUNE SOCIETY INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
                                                                     March 31, 2004         December 31, 2003
                                                                     --------------         -----------------
                                                                       (Unaudited)               (Audited)

<S>                                                                  <C>                      <C>
                    ASSETS
Current assets:
  Cash                                                               $   2,217,221            $     537,997
  Accounts receivable, net of allowance of $200,000                      2,144,227                2,048,490
  Assets held for disposal                                                 180,000
  Prepaid expenses and other current assets                                126,398                  124,814
                                                                     --------------         -----------------
        Total current assets                                             4,667,846                2,711,301
                                                                     --------------         -----------------

Accounts receivable, net - non current                                     388,215                  395,125

Property and equipment, net                                                291,919                  340,934

Names and reputations                                                   23,662,776               24,406,031

Deferred financing costs                                                   708,552                  762,033

Deferred charges and other assets                                        6,739,683                6,797,974
                                                                     --------------         -----------------
                                                                     $  36,458,991            $  35,413,398
                                                                     ==============         =================

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                           $   2,711,080            $   2,425,285
  Income tax payable                                                        60,000                        -
  Deferred sales tax payable                                                56,385                        -
  Current portion of long-term debt                                      1,100,400                1,950,582
                                                                     --------------         -----------------
          Total current liabilities                                      3,927,865                4,375,867
                                                                     --------------         -----------------

Deferred sales tax                                                         635,928                        -
Notes payable                                                            5,174,640                6,700,935
                                                                     --------------         -----------------
Deferred pre-need revenues                                              19,444,381               19,546,478
                                                                     --------------         -----------------
Liabilities to be settled by issue of shares                                     -                  140,076

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,
   6,734,637 and 5,773,025 shares issued and outstanding                     6,734                    5,773

  Additional paid-in capital                                            33,384,908               32,263,014
  Accumulated deficit                                                  (26,115,465)             (27,618,745)
                                                                     --------------         -----------------
           Total stockholders' equity                                    7,276,177                4,650,042
                                                                     --------------         -----------------
                                                                     $  36,458,991            $  35,413,398
                                                                     ==============         =================
</TABLE>


See accompanying notes to the consolidated financial statements



                                       2

<PAGE>

                             NEPTUNE SOCIETY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)



<TABLE>
                                                                                     Three months ended

                                                                           March 31, 2004         March 31, 2003
                                                                          ---------------        ---------------
<S>                                                                        <C>                     <C>
Revenue
   Services and merchandise                                                $   5,234,021           $  4,556,104
   Management and finance fees                                                   165,094                223,021
                                                                          ---------------        ---------------
                   Total revenue                                               5,399,115              4,779,125
                                                                          ---------------        ---------------
Costs and expenses                                                             1,028,325              1,120,014
                                                                          ---------------        ---------------
Sales commissions and obtaining  costs                                         1,776,127              1,215,758
                                                                          ---------------        ---------------
Operating Expenses

      Salaries and payroll costs                                               1,203,068                981,873
      Compensation -stock based                                                   28,000                219,300
      Premises rent and utilities                                                236,257                221,939
      Insurance                                                                   95,096                114,280
      Communications                                                             101,017                146,757
      Other operating services and supplies                                      387,735                503,234
      Amortization and depreciation                                               51,152                 52,860
      Professional fees                                                           74,820                 93,189
      Employee settlements                                                             -                296,484
                                                                          ---------------        ---------------
                   Total operating expenses                                    2,177,145              2,629,916
                                                                          ---------------        ---------------

Operating profit (loss)                                                          417,518               (186,563)

Other income (expense)
     Loss on assets held for disposal                                           (593,155)                     -
     Insurance marketing allowances                                            1,901,107                      -
     Trust placement fees                                                        140,182                      -
     Interest and finance expense                                               (302,370)              (537,238)
                                                                          ---------------        ---------------
Net income (loss), before income tax                                           1,563,282               (723,801)
                                                                          ---------------        ---------------
Income tax expense-current
      Income tax expense                                                          60,000                      -
                                                                          ---------------        ---------------
                                                                                  60,000                      -
                                                                          ---------------        ---------------
Net income (loss) for the period                                           $   1,503,282           $   (723,801)
                                                                          ===============        ===============
Net income (loss) per share (basic)                                        $        0.26           $      (0.16)

Net income (loss) per share (diluted)                                      $        0.25           $      (0.16)

Weighted average numbers of shares (basic)                                     5,796,001              4,431,131

Weighted average numbers of shares (diluted)                                   5,986,764              4,431,131
</TABLE>



See accompanying notes to the consolidated financial statements.


                                       3

<PAGE>

                              NEPTUNE SOCIETY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
                                                                                     Three months ended

                                                                           March 31, 2004         March 31, 2003
                                                                          ---------------        ---------------
<S>                                                                        <C>                     <C>
Cash provided by (used in)

Operating Activities

Net income (loss) for the period                                           $  1,503,282            $  (723,801)

Adjustments to reconcile net loss to
     net cash provided by operating activities:
          Depreciation and amortization                                          51,152                 52,860
          Accretion of discount on notes payable                                 31,090                 34,998
          Non-cash interest and amortization of deferred
               finance costs                                                     53,481                275,972
          Loss on assets held for disposal                                      593,155
          Stock compensation                                                     32,750                 43,125
          Compensation expense to be settled by stock                                                  176,175
          Compensation expense deferred                                                                210,338
      Changes in operating assets and liabilities:
          Accounts receivable                                                   (66,413)               (65,031)
          Prepaid expenses and other current assets                              (1,583)              (124,042)
           Income tax payable                                                    60,000
          Deferred charges and other assets                                      58,291                (18,488)
          Accounts payable and accrued liabilities                              185,461               (315,462)
          Deferred pre-need revenues                                           (102,097)                64,227
                                                                          ---------------        ---------------
           Net cash provided by operating activities                          2,398,569               (389,129)
                                                                          ---------------        ---------------
Investing activities
     Purchase of property and equipment                                         (32,038)                (3,523)
                                                                          ---------------        ---------------
           Net cash used in investing activities                                (32,038)                (3,523)
                                                                          ---------------        ---------------
Financing activities
     Proceeds of common stock issued                                             18,452                200,000
     Payments on notes payable                                               (1,398,072)              (189,935)
     Deferred sales tax                                                         692,313
                                                                          ---------------        ---------------
           Net cash used in (provided by) financing activities                 (687,307)                10,065
                                                                          ---------------        ---------------
Increase (decrease) in cash in the period                                     1,679,224               (382,587)
                                                                          ---------------        ---------------
Cash, beginning of period                                                       537,997                775,966
                                                                          ---------------        ---------------
Cash end of period                                                            2,217,221                393,379
                                                                          ===============        ===============
Supplemental disclosure of cash flow information

   Cash paid during the period for interest                                     248,889                263,578

Supplemental disclosure of non-cash investing and financing activities

   Stock issued on conversion of debentures                                   1,071,653
   Stock issued to settle deferred compensation                                                         52,650
   Stock issued in payment of accrued interest on notes payable                                         41,230
   Stock issued for compensation                                                 28,000

</TABLE>




See accompanying notes to the consolidated financial statements



                                       4
<PAGE>


                              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
     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 three month period ended March
     31, 2004 are not necessarily indicative of the results that can be expected
     for the year ended December 31, 2004.

(2)  13.0% Debentures

          The Company by an Agreement dated February 18, 2004 with its Debenture
     holders made a prepayment of $1,160,000 in reduction of principal  owing on
     its 13% Debentures.  As a term of the  prepayment,  the Company will not be
     required to make any further  scheduled lump sum payments or payments based
     on excess  cash flow  until  July  2005.  This  transaction  will limit the
     required  payments  under the  Debentures  to $125,000 per month until July
     2005.

(3)  Insurance marketing allowances income

          The Company has recorded income of approximately $1,971,000 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.

          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  receives  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  quarter
     represent  the amount  earned on all fully paid  pre-need  contracts  still
     trusted by the Company  for  California  members,  since  inception,  which
     represents  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 quarter is not representative of
     what may be earned, if any, in future quarters.



                                       5
<PAGE>

(4)  Capital stock issued

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

          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, 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

          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  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 to be 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 his  employment by the Company,  by the CEO for good reason,
     on a change of control of the Company,  or on the expiry of the  employment
     agreement,  the Company is required to offer to 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 furthur
     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 our Debenture holders.



                                       6
<PAGE>

          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
     the  President;  the  position  of Chief  Marketing  Officer  is new).  The
     agreement  provides for annual base  compensation of $200,000 per annum and
     an expense 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.


(7)  Loss on assets held for disposal

          The  Company  in the  period  made  the  decision  to  dispose  of its
     operations  in Iowa.  The Iowa  assets  have  been  recorded  at their  net
     realizable  value at March 31, 2004, and were  subsequently  sold effective
     April 15, 2004. A non-cash loss of  approximately  $593,000 was recorded in
     the current  period on  evaluation of these  assets,  which were  primarily
     goodwill and equipment.

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

          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, 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:

<TABLE>
                                                              2004          2003
                                                           ----------    -----------
     <S>                                                  <C>           <C>
     Net income (loss) as reported                         $1,503,282    $(723,801)

     Compensation recognized under APB 25                           -             -

     Approximate compensation expense under SFAS 123         (11,000)      (38,000)
                                                           ----------    -----------
     Pro forma net income (loss)                           $1,492,282    $(761,801)
                                                           ==========    ===========
</TABLE>



                                       7

<PAGE>


ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

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.

6)   The Company's ability to successfully raise financing to extinguish certain
     debt coming due in the current year.

Other specific  risks and  uncertainties  are set forth in the Company's  annual
report on Form 10-K 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.



                                       8
<PAGE>

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 a crematory and
licensed  holding  facility 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  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.


THREE MONTHS ENDED MARCH 31, 2004 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2003

Results of Operations

The following discussion compares our results of operations for the three months
ended March 31, 2004 to our results of  operations  for the three  months  ended
March 31, 2003.

Revenues
--------

Total revenue was approximately $5,399,000 in the first quarter of 2004 compared
with  $4,779,000  for the first  quarter of 2003,  an increase of  approximately
$620,000

The  number  and dollar  amount of new  pre-need  contract  sales  increased  by
approximately  22% in the first  quarter of 2004 compared with the first quarter
of 2003.  Sales  revenue  increased by  approximately  $619,000 to $3,485,000 in
Q1-2004  compared  with $ 2,866,000  in Q1-2003.  The  improvement  in the first
quarter of 2004 over the first quarter of 2003 is due in part to the  comparison
to the weaker  Q1-2003  sales;  our current  sales volume on a monthly  basis is
averaging  about 9% above the average  monthly volume for the second,  third and
fourth  quarters of 2003.  Travel plan sales as an option  offered with pre need
contracts  strengthened  in Q1-2004 to former  levels,  versus Q1-2003 which was
negatively impacted by what were then the new hostilities in Iraq.



                                       9
<PAGE>

Revenue from cremation  services and previously  deferred  merchandise sales was
$1,749,000 in the first  quarter of 2004  compared with  $1,689,000 in the first
quarter of 2003,  an  increase of 3%. The number of  services  performed  was 9%
higher in Q1-2004  compared  with  Q1-2003.  We continue  to face  strong  price
resistance in the major metropolitan areas in which we operate,  and accordingly
our revenue per service decreased in the first quarter of 2004 versus 2003.

Management  and  finance fee income was  $165,000  in the first  quarter of 2004
compared with  $223,000 in the first quarter of 2003.  This decrease of $ 58,000
is due  primarily to the decrease in  management  fees earned on our  California
pre-need  trusts in Q1-2004  compared with  Q1-2003.  With the decrease in funds
under  administration  due to the purchase of group life insurance  coverage,  a
similar  reduction in trust management fees will continue over upcoming periods.
Although we receive annual renewal marketing  allowances based on the face value
of insurance  acquired,  these  allowances are lower than historical  trust fund
administration fees we earned.

Because the face value of the insurance coverage  negotiated was higher than the
value of the  pre-need  trust funds used to acquire the  coverage,  we expect to
receive  increased revenue at the time of providing the cremation  services.  We
project the  increased  cremation  revenue  received  from the higher value life
insurance  policies will in all material respects offset the related decrease in
trust fund administration fees.

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  $1,028,000 for the three months ended March 31,
2004 compared with $1,120,000 for the first quarter of 2003.

Direct costs and expenses of cremation  services decreased 8% as a result of the
implementation of operating efficiencies during 2003.

Costs and  expenses  were 20% of services  and  merchandise  sales for the first
quarter of 2004 compared with 25% for the first quarter of 2003.


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 $560,000 to $1,776,000
for the first quarter of 2004 from $1,216,000 for the first quarter of 2003.

Sales  commissions  increased  approximately  $171,000 in Q1-2004  compared with
Q1-2003.  This 23%  increase  is  complemented  by  essentially  the same  (22%)
increase in pre-need contract sales.

The cost of our  direct  mailers  and other  media  increased  by  approximately
$389,000 in the first  quarter of 2004  compared with the first quarter of 2003.
In  Q1-2004  we made  the  decision  to  initiate  a  program  to  increase  the
effectiveness  of how we generate sales leads,  including the use of higher cost
mailers.  This  program  was  discretionary  and we  expect  it to  result in an
increase  in our sales in future  fiscal  quarters,  together  with an  eventual
reduction in the cost per sale.



                                       10
<PAGE>

Operating Expenses
------------------

Salaries  and  payroll  costs for the three  months  ended  March 31,  2004 were
$1,203,000  compared with $982,000 for the three months ended March 31, 2003, an
increase of $221,000 or 23%. The increased costs are  attributable to our adding
executive  level staff at our  corporate  office,  as well as our reduced use of
stock for the payment of certain annually determined compensation.

Stock based compensation decreased to $ 28,000 in the first quarter of 2004 from
$ 219,000 in the first  quarter of 2003, a decrease of $191,000.  This is mainly
attributable  to our  reduced  use in 2004 of stock for the  payment  of certain
annually  determined  compensation,  as  well  as  the  reduced  number  of  new
employment signing bonuses granted in the first quarter of 2004.

Other  operating  services  and  supplies  were  reduced by  $115,000 in Q1-2004
compared with Q1-2003. This was as a result of initiatives implemented after the
first quarter of 2003 to reduce company wide general overhead expenses.

Employee  settlements  expense was $296,000 in the first quarter of 2003.  There
was no similar expense in the first quarter of 2004.

Total operating expenses were $ 2,177,000 for the first quarter of 2004 compared
with $  2,630,000  for the first  quarter of 2003.  The  decrease  in  operating
expenses of $ 453,000 or 17% relates primarily to the reasons described above.


Operating profit (loss)
-----------------------

Operating  profit was $418,000 for the first  quarter of 2004  compared  with an
operating loss of $(187,000) for the first quarter of 2003. The main  components
of the increase of $604,000 to an operating  profit in Q1-2004 from an operating
loss in Q1-2003 are described above.


Other revenue and expenses
--------------------------

Insurance  marketing  allowances  of  $1,901,000  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.

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 receives 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 quarter represents the amount earned on all fully paid pre-need
contracts still trusted by the Company for California members, since inception,
which is 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 quarter is not representative of what may be earned, if any, in
future quarters.

It is planned that for so long as interest  rates continue at  historically  low
rates, and there are benefits  identified for both the pre-need contract holders
and the Company,  that the purchase of group life  insurance  coverage will be a
component  of the  Company's  business  model.  The Company has entered  into an
exclusive four year  arrangement with National  Guardian Life Insurance  Company
for the purchase of group life insurance, should the Company choose this funding
method, at comparable pricing to the transactions completed in the period.

Trust  placement  fees of $140,000 were received in the first quarter of 2004 as
consideration  of our entering into an agreement to retain  Forethought  Federal
Savings Bank as the new trustee a Florida (Q1-2003:Nil). This is not anticipated
to be an on going source of income.



                                       11
<PAGE>

Loss on assets held for disposal  represents the writedown in the carrying value
of assets of our Iowa location.  The decision to stop doing business in Iowa was
made in the first quarter as part of our strategic  planning  process.  The Iowa
assets have been recorded at their net  realizable  value at March 31, 2004, and
were  subsequently  sold  effective  April 15, 2004. We paid $110,000 and issued
60,000 shares to acquire the business in 2000. A loss of approximately  $593,000
was recorded in the current period on  reclassification  and evaluation of these
assets, which were primarily goodwill and equipment.

Interest and finance expense was $302,000 for Q1-2004 compared with $537,000 for
Q1-2003. The reduction of $235,000 is due to the replacement of relatively short
term  acquisition  financing  with long term  Debenture  financing  in the third
quarter of 2003.


Income tax expense-current
--------------------------

The net amount of  approximately  $60,000  recorded as income tax  provision  in
Q1-2004 (Q1-2003: Nil) 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 $1,503,000 ($0.26 net income per share-basic and $0.25 net income
per share on a fully diluted  basis) for the first quarter of 2004 compared with
a loss of  $(724,000) or ($0.16 loss per share) for the three months ended March
31, 2003. The net income (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
(Used  In)  Operating  Activities  for the three  months  ended  March 31,  2004
reconciles the net income for the period of approximately  $1,503,000 to the net
cash provided by operating activities for the same period of $2,399,000.

There were no significant investing activities in the first quarter of 2004.

The Company by an Agreement  dated February 18, 2004 with its Debenture  holders
made a prepayment  of  $1,160,000  in  reduction  of principal  owing on its 13%
Debentures.  As a term of the  prepayment,  the company  will not be required to
make any further  scheduled  lump sum payments or payments  based on excess cash
flow until July 2005. This  transaction  will limit the required  payments under
the  Debentures to $125,000 per month until July 2005.  There is no reduction in
the total current portion of debt payments  required in 2003 as a consequence of
this  prepayment.  The Company made the total of  $1,398,000  in payments in the
first  quarter of 2004 to reduce its  long-term  debt,  including  the  payments
discussed above.



                                       12
<PAGE>


In February,  2004 the Company  received a refund of $733,000  from the State of
California  representing  sales tax paid on pre-need contracts sold in the years
1999 to 2002. The sales tax on pre-need  contracts still  outstanding from those
years is required to be paid at the time the cremation is performed, rather than
at the time of sale of the  pre-need  contract.  . As a result,  the Company was
able to obtain the return of sales tax paid prematurely.

For 2003 and subsequent  years the Company  delivers  merchandise at the time of
sale of the pre-need contract in most States, including California,  accordingly
a similar issue does not arise going forward.

The Company  estimates that the sales tax relating to the 1999 to 2002 contracts
will  be  required  to  be  repaid  over  a  13  year  period.  (The  amount  of
approximately  $692,000  reported in the  Consolidated  Statements of Cash Flows
under "Financing  Activities" represents the refund of $733,000 discussed above,
net of $41,000 in sales tax on 1999-2002  member  cremations  already paid since
January 1, 2003.

At March 31, 2004 we had current assets of approximately  $4,668,000,  offset by
current  liabilities of  $3,928,000,  for net working  capital of  approximately
$740,000.

At March 31, 2004 our material long-term debt consisted of the following:

     o    13%  Convertible   Debentures  with  scheduled  principal   repayments
          totaling approximately  $4,800,000 in the period April 1, 2005 to July
          31, 2007.

     o    Employee  settlement  note with scheduled  payments of $360,000 in the
          period April 1, 2005 to March 31, 2008.

Payments  required  under long term debt in the upcoming  twelve  months  ending
March 31, 2005 totaling  $1,100,000  have been provided for in  calculating  net
free working capital of approximately $740,000 above.

Our only internal  sources of liquid assets are cash flows from  operations.  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.

We intend to finance any acquisitions or start-ups in 2004 from operational cash
flow, or a combination of  operational  cash flow and vendor  financing.  We are
presently  expanding our Trident  brand into  Riverside  and Mission  Viejo,  in
Southern   California.   We  have  identified  a  potential  market  of  900,000
individuals  for our pre-need  arrangement  services,  and have  completed  test
marketing in these two population centers.

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



                                       13
<PAGE>


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 three months ended March 31, 2004.

     We issued 40,000 shares of common stock to an executive officers for deemed
     consideration of $28,000 as  compensation.  The shares of common stock were
     issued in a private transaction  pursuant to Section 4(2) of the Securities
     Act of 1933, as amended.

     We issued  28,388  shares of common  stock for  proceeds  of $18,452 on the
     purchase of shares by a shareholder holding pre-emptive rights on issuances
     of stock by the  Company.  The  shares of  common  stock  were  issued in a
     private transaction pursuant to Section 4(2) of the Securities Act of 1933,
     as amended.

     We  issued  893,044  shares  of  common  stock to three  holders  of 13.75%
     mandatory convertible  debentures on full settlement of the $1,071,653 face
     value  debentures  on March 31,  2004.  The  13.75%  mandatory  convertible
     debentures  were  issued on March 21,  2002 and  converted  into  shares of
     common stock  mandatorily and without payment of additional  consideration.
     The shares of common stock were issued in a private transaction pursuant to
     Section 3(a)(9) of the Securities Act of 1933, as amended.

     We granted  options to acquire a total of 150,000 shares of common stock at
     the price of $0.70 per share, expiring January 31, 2007, in connection with
     an employment agreement with our President and Chief Marketing Officer. The
     options vest at the rate of 50,000  shares on January 31, 2005,  2006,  and
     2007. The options were granted 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"  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, is
hereby incorporated by reference to this report.



                                       14
<PAGE>

Purchases of Equity Securities by the Small Business Issuer and Affiliates

During the  quarter  ended March 31,  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 quarter ended
March 31, 2004.

ITEM 5. OTHER INFORMATION

Change of Control

The Company received a letter dated March 15, 2004 from BG Capital Group Ltd. of
Slot #2000 A.P.  59223,  Nassau,  Bahamas,  informing  the Company of BG Capital
Group Ltd.'s intent to acquire  2,245,486  shares of the Company's common stock.
On April 28, 2004, the Company's  stock transfer agent received  letter making a
stock  transfer  request on behalf of BG Capital  Group Ltd. with respect to the
transfer of 2,065,889  shares of common stock (the  "Transferred  Shares").  The
letter  stated  that the stock  transfers  were being made  pursuant  to a Share
Exchange  Agreement dated June, 2003. The Transferred Shares were represented by
the following stock certificates:

<TABLE>
-----------------------------------------------------------------------------------------------------------
 Stock Certificate           Registered Shareholder                 Dated          Number of Transferred
       Number                                                                                Shares
-----------------------------------------------------------------------------------------------------------
<C>                   <C>                                        <C>                   <C>
3144                  Consulting Commerce Distribution AG        July 8, 2003               83,333

1645                  CCD Commerce Consulting Distribution AG    Dec. 30, 1999             183,333

1647                  CCD Commerce Consulting Distribution AG    Jan. 13, 2000              16,667

3009                  Consulting Commerce Distribution AG        April 1, 2002             174,537

3158                  Shangri-La Investments Ltd.                Sept. 15, 2003             80,000

3006                  Syrah Invest Corp.                         April 1, 2002             162,037

3007                  Seloz, Gestion & Finance SA                April 1, 2002             199,074

3008                  Hans Schopper                              April 1, 2002             199,074

1643                  Partner Marketing AG                       Dec. 30, 1999              26,667

3011                  Partner Marketing AG                       April 1, 2002             174,537

3105                  Ming Capital Enterprises Ltd.              Nov. 4, 2002               62,500

1963                  Ming Capital Enterprises Ltd.              Dec. 14, 2001              12,000

3012                  Crystal Overseas Trading Inc.              April 1, 2002             199,074

3013                  Thomas Christen                            April 1, 2002             149,537

3104                  Turf Holding Ltd.                          Nov. 4, 2002               62,500

3010                  Turf Holding Inc.                          April 1, 2002             131,019

1757                  Systematic Investments Establishment       Aug. 10, 2000             150,000
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>

The Company has no knowledge of the source or amount of  consideration  paid for
the Transferred Shares. The Transferred Shares represent approximately 30.54% of
the 6,764,637 issued and outstanding shares of common stock of the Company as of
May 6, 2004.

According to information provided to the Company by Robert Genovese on April 19,
2004, BG Capital Group Ltd.  beneficially owned 2,303,904 shares of common stock
of the Company (including the Transferred  Shares).  Robert Genovese controls BG
Capital Group Ltd.  According to  information  provided to the Company by Robert
Genovese on April 19, 2004,  Robert Genovese  controls BG Capital Group Ltd. and
beneficially owns (including the Transferred Shares) a total of 2,592,104 shares
of common stock of the Company,  including the shares  beneficially  owned by BG
Capital  Group Ltd.,  which  represents  approximately  38.36% of the  6,764,637
issued and outstanding shares of common stock of the Company as of May 6, 2004.

Amendment to Employment Agreement with Chief Executive Officer

On March 12, 2004, we entered into an amended and restated employment  agreement
with Mr. Marco Markin,  our Chief  Executive  Officer.  The amended and restated
agreement restated certain provisions of Mr. Markin's  employment  agreement and
restructures  the  amount to be paid to our 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,
renewal  in  successive   one-year  increments  to  December  31,  2010.  Annual
compensation is unchanged from the previous  employment  agreement,  except that
there is to be a 5% increase in compensation for each renewal year after 2007.

Under amended and restated employment  agreement we will be required to purchase
a total of 538,818 shares and convertible securities  exerciseable to acquire an
additional 457,692 shares a owned by him and/or certain related parties,  unless
such shares are acquired by debentureholders which hold a right of first refusal
related to such  securities,  for a purchase  price equal to 13% of the value of
our company ("Purchase Price") in the event of termination of his employment (i)
by  Neptune  Society,  (ii) by our CEO for good  reason,  (iii)  on a change  of
control of our company, or (iv) on the expiry of the employment  agreement.  The
change of  control  provisions  do not apply to a change  of  control  involving
certain existing  shareholders of our company that occurs on or before March 10,
2006,  unless such entity would not continue to beneficially  own 50% or more of
the common stock and voting interest after  completion of the  acquisition.  The
Purchase  Price shall be  determined by an  independent  valuation in accordance
with the provisions of the  agreement.  We entered into the agreement to resolve
any future  disputes  related to our CEO's  right to acquire  additional  common
stock of our  company  under his right to  convert  deferred  compensation  into
shares of common stock at a 10% discount to market price.

Employment Agreement with President and Chief Marketing Officer

On February 1, 2004,  we entered into an agreement  for the services of Jerry A.
Norman as our President and Chief Marketing Officer (formerly,  our CEO was also
our President,  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.

Resignation of Chief Financial Officer and Director

Mr.  Hoogendoorn  resigned  as a  director  on May  1,  2004,  and as our  Chief
Financial Officer effective on May 31, 2004.



                                       16
<PAGE>


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

     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.



                                       17
<PAGE>

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



                                       18
<PAGE>

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

     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



                                       19
<PAGE>

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

     10.59          Amended and Restated Employment Agreement by and Between The
                    Neptune Society, Inc. and Marco Markin dated March 12, 2004

     10.60          Employment  Agreement between The Neptune Society,  Inc. and
                    Jerry Norman dated February 1, 2004

     10.61          Amendment  Agreement  by and between  The  Neptune  Society,
                    Inc., CapEx,  L.P., Bow River Capital Fund, LP and Bow River
                    Capital Fund II, LP dated February 18, 20

     10.62          Asset Sale Agreement between Neptune Management  Corporation
                    and Brooks  Funeral  Care and Robert  Brooks  dated April 2,
                    2004

     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.



                                       20

<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:    May 21, 2004                     By: /s/ Marco Markin
                                              ---------------------------------
                                              Marco Markin
                                              Chief Executive Officer




Date:    May 21, 2004                     By: /s/ Matthew Hoogendoorn
                                              ---------------------------------
                                              Matthew Hoogendoorn
                                              Chief Financial Officer




                                       21