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, 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: May 7, 2003: 4,930,714 Common Shares

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


<PAGE>


                           THE NEPTUNE SOCIETY, INC.
                                  FORM 10-QSB
                               TABLE OF CONTENTS


PART I. INTERIM FINANCIAL INFORMATION                                       PAGE
                                                                            ----

 Item 1.  Consolidated Balance Sheets
          March 31, 2003 (Unaudited) and December 31, 2002 (Audited)           3

          Consolidated Statements of Operations
          Three Months Ended March 31, 2003 and 2002                           4

          Consolidated Statements of Cash Flows (Unaudited)
          Three Months Ended March 31, 2003 and 2002                           5

          Notes to Consolidated Financial Statements (Unaudited)               6

 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                            9

 Item 3.  Controls and Procedures                                             14

PART II.  OTHER INFORMATION

 Item 1.  Legal Proceedings                                                   14

 Item 2.  Changes in Securities                                               14

 Item 3.  Defaults Upon Senior Securities                                     16

 Item 4.  Submission of Matters to a Vote of Security Holders                 16

 Item 5.  Other Information                                                   16

 Item 6.  Exhibits and Reports on Form 8-K                                    16

 Signatures                                                                   20


                                       1


<PAGE>


Explanatory Note

The Neptune  Society,  Inc. (the "Company")  previously  filed annual reports on
Form  10-K and  quarterly  reports  on Form  10-Q.  During  each of the last two
completed  fiscal  years,  the Company has met all of the  criteria  for a small
business  issuer and has  elected to file its annual  reports on Form 10-KSB and
quarterly reports on Form 10-QSB.

Note Regarding Forward Looking Statements

This Report contains forward-looking  statements,  including without limitation,
statements  that include the words  "anticipates,"  "believes,"  "estimates" and
"expects"  and similar  expressions  and  statements  relating to our  strategic
plans, capital  expenditures,  industry trends and our financial position.  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    state and federal regulations,

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

     o    availability and cost of capital,

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

     o    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.

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 its competitors with the Securities and Exchange
Commission.

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.


                                       2


<PAGE>


                          Part I. Financial Information

Item 1. Financial Statements

                            THE NEPTUNE SOCIETY, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
                                                                      March 31,            December 31,
                                                                         2003                  2002
                                                                     (unaudited)             (audited)

                      ASSETS

Current assets:
<S>                                                                 <C>                 <C>
  Cash                                                              $       393,379     $        775,966
  Accounts receivable                                                     1,909,054            1,818,162
  Prepaid expenses and other current assets                                 230,684              106,642
                                                                    ---------------     ----------------

          Total current assets                                            2,533,117            2,700,770

Accounts receivable - non current                                           226,444              252,305
Property and equipment, net                                                 471,422              520,759
Names and reputations, net                                               24,397,696           24,397,696
Deferred financing costs                                                    634,349              810,347
Deferred charges and other assets                                         6,982,227            6,963,738
                                                                    ---------------     ----------------

                                                                    $    35,245,255     $     35,645,615
                                                                    ===============     ================

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                                 $     2,376,480     $      2,357,265
  Accounts payable and accrued liabilities                                2,373,377            2,688,839
                                                                    ---------------     ----------------

          Total current liabilities                                       4,749,857            5,046,104
                                                                    ---------------     ----------------

Long-term debt                                                            6,759,557            6,754,965
                                                                    ---------------     ----------------

Other long-term liabilities                                                 480,000              389,662
                                                                    ---------------     ----------------

Deferred pre-need revenues                                               19,766,970           19,702,742
                                                                    ---------------     ----------------

Liabilities to be settled by issue of shares                                384,050              260,525
                                                                    ---------------     ----------------

Stockholders' equity:
  Common stock, $.001 par value, 75,000,000 shares authorized,
        Issued: March 31, 2003 - 4,732,547 shares,
        December 31, 2002 - 4,280,423 shares                                  4,733                4,280
  Additional paid-in capital                                             31,409,433           31,072,881
  Accumulated deficit                                                   (28,309,345)         (27,585,544)
                                                                    ---------------     ----------------

          Total stockholders' equity                                      3,104,821            3,491,617
                                                                    ---------------     ----------------

                                                                    $    35,245,255     $     35,645,615
                                                                    ===============     ================
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3


<PAGE>


                            THE NEPTUNE SOCIETY, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002



                                                Three months        Three months
                                                ended March         ended March
                                                  31, 2003            31, 2002
                                                 (unaudited)         (unaudited)

Revenue

  Services and merchandise                     $  4,556,104        $  2,511,334
  Management and finance fees                       223,021             265,520
                                               ------------        ------------

          Total revenue                           4,779,125           2,776,855
                                               ------------        ------------

Costs and expenses                                1,120,014           1,111,752
                                               ------------        ------------

Gross profit                                      3,659,111           1,665,103
                                               ------------        ------------

Operating Expenses

  Sales commissions and obtaining costs           1,215,758             503,450
  Salaries and payroll costs                        981,873             715,181
  Compensation-stock based                          219,300              75,000

  Premises rent and utilities                       221,939             167,209
  Insurance                                         114,280              95,212
  Communications                                    146,757              79,158
  Other operating services and supplies             503,234             467,572
  Amortization and depreciation                      52,860              76,095
  Professional fees                                  93,189             175,117
  Employee settlements                              296,484                   -
                                               ------------        ------------

           Total operating expenses               3,845,674           2,353,994
                                               ------------        ------------

Loss from operations                               (186,563)           (688,891)

  Interest and finance expense                      537,238             499,164
                                               ------------        ------------

Net loss for the period                        $   (723,801)       $ (1,188,055)
                                               ============        ============


Loss per share - Basic and Diluted             $      (0.16)       $      (0.54)
                                               ============        ============

Weighted average number of shares -               4,431,131           2,202,202
                                               ============        ============

          See accompanying notes to consolidated financial statements.


                                       4


<PAGE>


                            THE NEPTUNE SOCIETY, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<TABLE>
                                                                  Three months         Three months
                                                                   ended March          ended March
                                                                    31, 2003             31, 2002
                                                                   (unaudited)          (unaudited)
Cash flows provided by (used in)

<S>                                                                 <C>                <C>
Operating Activities
Net loss for the period                                             $  (723,801)       $ (1,188,055)
Adjustments to reconcile net loss to
  net cash provided by (used in) operating activities:
    Depreciation and amortization                                        52,860              76,095
    Accretion of discount on notes payable                               34,998               7,512
    Non-cash interest and amortization of deferred
      finance costs                                                     275,972             280,703
    Stock compensation                                                   43,125              75,000
    Compensation expense to be settled by stock                         176,175                   -
    Compensation expense deferred                                       210,338
    Changes in operating assets and liabilities:
    Accounts receivable                                                 (65,031)           (658,706)
    Prepaid expenses and other current assets                          (124,042)           (171,180)
    Deferred charges and other assets                                   (18,488)           (254,484)
    Accounts payable and accrued liabilities                           (315,462)           (472,373)
    Deferred pre-need revenues                                           64,228          (2,153,540)
                                                                    -----------        ------------
          Net cash provided by (used in) operating activities          (389,129)            190,412
                                                                    -----------        ------------

Investing activities
  Purchase of property and equipment                                     (3,523)            (11,218)
                                                                    -----------        ------------

          Net cash used in investing activities                          (3,523)            (11,218)
                                                                    -----------        ------------

Financing activities
  Proceeds of common stock issued                                       200,000           1,183,525
  Payments on notes payable                                            (189,935)         (1,007,936)
  Proceeds from issuance of debt, net                                         -             200,000
                                                                    -----------        ------------

          Net cash provided by (used in) financing activities            10,065             375,589
                                                                    -----------        ------------

 (Decrease) increase in cash in the period                             (382,587)            554,783

Cash, beginning of period                                               775,966             213,219
                                                                    -----------        ------------

Cash, end of period                                                 $   393,379        $    786,002
                                                                    ===========        ============

Supplemental disclosure of cash flow information

Cash paid during the period for Interest                            $   263,578        $    210,948
                                                                    ===========        ============

Non-cash investing and financing activities in the period

Stock issued to settle deferred compensation                        $    52,650        $     -
Stock issued in payment of accrued interest on notes payable        $    41,230        $     -
</TABLE>


                                       5


<PAGE>


                            THE NEPTUNE SOCIETY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002
                                   (Unaudited)


(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 three month period ended
          March 31, 2003 are not necessarily  indicative of the results that can
          be expected for the year ended December 31, 2003.

(2)  Liquidity

          As of March 31,  2003 the  Company  has a working  capital  deficit of
          approximately  $2.3 million.  Management  believes it will obtain,  on
          acceptable  terms, a fifth  restructuring of the remaining  balance of
          the  acquisition  debt,  which is  approximately  $2.0  million and is
          currently  due on July 31,  2003.  The  Company  believes  that it has
          sufficient liquidity to maintain operations and to allow it to build a
          cash  reserve to partially  retire and  successfully  renegotiate  the
          current portion of its acquisition debt.

          The  Company  also  has  an  obligation   under  its  13%  Convertible
          debentures  debt of  $5,825,000  to maintain a specified  fixed charge
          coverage ratio (the "Coverage Ratio"). Although the Company is current
          in respect to all of its payment obligations under the debentures, the
          Company did not maintain  the Coverage  Ratio for current and previous
          two fiscal  quarters.  If the holders provide the Company with written
          notice,  the Company would have 30 days to meet the Coverage  Ratio or
          the holders could  accelerate  the due date of the  debentures,  which
          would have a material  adverse  effect on the  Company's  business and
          results of operations.  The holders have not provided the Company with
          written  notice and none is expected.  A default under the  debentures
          could cause the Company to default under other obligations.


                                       6


<PAGE>


                            THE NEPTUNE SOCIETY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002
                                   (Unaudited)


(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  contract  is sold in all  locations
          except in those three States. For the comparative  quarter ended March
          31,  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 cremation
          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 provision of
          services.

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

(4)  Stockholder's Equity

     a)   Stock issued in the current fiscal quarter

               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. 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 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.

     b)   Stock options and grants in the current fiscal quarter

               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 for a three year period.  The stock  options vest after one
               year.

               In  connection  with the  signing of  employment  and  consulting
               agreements with the five officers,  the Company agreed to issue a
               total of 125,000 shares.  The Company accrued $81,250 as deferred
               compensation  in the period  with  respect to these  grants.  The
               stock was issued subsequent to the end of the quarter.


                                       7


<PAGE>


                            THE NEPTUNE SOCIETY, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002
                                   (Unaudited)


(4)  Stockholder's Equity, continued

     b)  Stock options and grants in the current fiscal quarter, continued

               The  Company  agreed  to  issue a total  of  55,000  shares  to a
               Director   and  a   Compensation   Committee   member.   Deferred
               compensation of $35,750 was accrued in the quarter. The stock was
               issued subsequent to the period end.

     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 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,
          and because changes in the subjective input assumptions 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 purposes 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                               $(723,801)
                  Compensation recognized under APB 25                       0
                  Approximate compensation expense under SFAS 123       38,000
                                                                     ----------
                  Proforma net loss                                  $(761,801)
                                                                     ==========


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

          The  present  employment  agreement  of the  company's  President  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 to $747,000 in each of the upcoming 3 years,
          with  minimum  annual  bonuses  averaging19%  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 from 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,  which became  effective  subsequent to the
          period  end,  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 provision 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 change of control of the Company,  sale of
          substantially  all of our assets,  sale of a  location,  or payment of
          dividends to stockholders.

(6)  Comparative figures

          Certain of the figures for the comparative period ended March 31, 2002
          have been reclassified to conform to the presentation  adopted for the
          current fiscal quarter.


                                       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  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.

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


                                       9


<PAGE>


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 income until the  cremation  services  were actually
performed.  At that point, these deferred amounts,  together with the 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  the  above,  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.  On average with our members,  this is
approximately 13 years prior to fulfillment of our obligations.

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 State  regulations  to, 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 first quarter 2003 operating results with the
first quarter 2002 figures.

Three Months ended March 31, 2003 compared with the Three Months ended March 31,
2002

Results of Operations

The following discussion compares our results of operations for the three months
ended March 31, 2003 to our results of  operations  for the three  months  ended
March 31, 2002.

Revenues

Total revenue was approximately $4,780,000 in the first quarter of 2003 compared
with  $2,780,000  for the first  quarter of 2002,  an increase of  approximately
$2,000,000.

The increase was 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  but  three  States.  Under  our  previous
merchandise delivery policy in effect in 2002, the merchandise was not delivered
until  the  actual  cremation  services   contracted  for  were  performed  and,
therefore,  the revenue  received was  deferred.  We  recognized  $1,951,000  in
revenue on the sale of pre-need  contracts  in the three  months ended March 31,
2003, which would have been deferred as to


                                       10


<PAGE>


recognition if title and possession of the  merchandise  had not been delivered,
as was the case in the comparative three months ended March 31, 2002. The number
of pre-need contracts signed in the first quarter of 2003 was down 15%, which we
attribute to the tension of war with Iraq resulting in  unwillingness  of people
to make  appointments  with us to review our  product  and the effect of a price
increase we announced in December 2002.

Revenue from cremation  services and previously  deferred  merchandise sales was
$2,070,000 in the first  quarter of 2003  compared with  $1,780,000 in the first
quarter of 2002, an increase of 16%.

Travel plan  revenue was $ 535,000 in the first  three  months of 2003  compared
with $ 731,000 in the first  three  months of 2002,  a decrease  of $ 196,000 or
27%.  We  believe  our  members  and  prospective   members  have  a  diminished
inclination  to travel  extensively  due to global  terrorist  threats and world
tensions of recent  years.  We do not consider it possible to determine  whether
this will be an on going trend affecting the sales of this revenue component.

Management  and  finance fee income was  $223,000  in the first  quarter of 2003
compared with  $266,000 in the first quarter of 2002.  This decrease of $ 43,000
or 16% is due to continuing  reduced  yields on our trust funds as a consequence
of lower interest yield on maturing investments.

Costs and Expenses and Gross Profit
-----------------------------------

Direct costs and  expenses  relate to the  providing of at-need and  fulfillment
cremation services and the costs of travel plan premiums. Total direct costs and
expenses were approximately $1,120,000 for the three months ended March 31, 2003
compared with $1,112,000 for the first quarter of 2002.

Travel plan premium costs were approximately $140,000 less for the first quarter
of 2003 compared with the first quarter of 2002.

The  number  of  cremations  we  performed  in the  first  quarter  of 2003  was
approximately  6% higher than in the first quarter of 2002.  Increased costs due
to increased volume of cremations offset the savings on travel plan premiums.

Gross profit was $3,659,000 or 76% of total revenue in the first three months of
2003 compared with 60% of total revenue for the first three months of 2002.  The
increase  in gross  profit was due mainly to the change in revenue  mix  arising
from our ability to recognize revenue from the sale of merchandise now delivered
under pre-need  arrangements  beginning January 1, 2003 as discussed above under
the heading "Revenues".

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

Selling and costs of  obtaining  pre-need  arrangement  contracts  increased  to
$1,215,000 in the three months ended March 31, 2003 from $ 503,000 for the three
months ended March 31, 2002, an increase of $712,000. Of this increase, $613,000
represents sales commissions now recognized  immediately on the sale of pre-need
contracts under our new merchandise  policy.  In previous fiscal periods,  sales
commissions were deferred along with the related merchandise


                                       11


<PAGE>


revenue.  We also  incurred an  additional  $99,000 in costs of obtaining  sales
leads in the quarter ended March 31, 2003 over the first quarter in 2002.

Salaries  and  payroll  costs for the three  months  ended  March 31,  2003 were
$982,000  compared  with  $715,000 for the three months ended March 31, 2002, an
increase  of  $267,000  or 37%.  The  increased  costs are  attributable  to our
staffing two new locations in the second half of 2002. We also added  management
level staff at our corporate office during that period.

Stock based  compensation  increased  to $ 219,000 in the first  quarter of 2003
from  $75,000 in the first  quarter of 2002,  an increase of  $144,000.  This is
mainly  attributable  to the value of $81,250  and  $35,750  assigned  to shares
issuable under the terms of new employment  and consulting  agreements,  and for
services rendered by a Director and compensation committee member respectively.

Amortization and depreciation expense was $52,860 and $76,095,respectively,  for
the three months ended March 31, 2003 and 2002. The decrease in amortization and
depreciation  expense  resulted  mainly  from  the cost of  certain  non-compete
agreements  being  fully  amortized  at the end of the  2002  fiscal  year,  and
therefore no longer subject to amortization.

Professional  fees  were  $93,000  for the three  months  ended  March 31,  2003
compared to $175,000 for the three months ended March 31, 2002.  The decrease is
primarily due to our having retained a number of administrative  duties in-house
for the first quarter of 2003.

Employee  settlements  expense was $296,000 in the first quarter of 2003.  There
were no settlements  to employees in the first quarter of 2002. The  significant
portion of the expense  relates to a separation  agreement with our former Chief
Financial Officer under which his employment agreement was cancelled.

Total operating expenses were $ 3,845,000 for the first quarter of 2003 compared
with  $2,354,000  for the first  quarter  of 2002.  The  increase  in  operating
expenses of $1,491,000 or 63% relates primarily to the reasons described above.

Interest and finance expense
----------------------------

Interest  expense was $537,000 in the first three months of 2003  compared  with
$499,000 for the first quarter of 2002, for an increase of $38,000. Interest and
finance expense  increased as a consequence of the  restructuring of a number of
long term liabilities during 2002.

Net Loss
--------

Net loss was $724,000  ($0.16 per share) for the first  quarter of 2003 compared
with $1,188,000 ($0.54 per share) for the three months ended March 31, 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
(Used In)  Operations  for the three months ended March 31, 2003  reconciles the
net loss of $(723,801) to the net cash used in operating activities


                                       12


<PAGE>


for  the  same  period  of  ($389,129).  There  were  no  significant  investing
activities  in the first  quarter of 2003.  Financing  activities in the quarter
consisted of our raising $200,000 by a private placement issue of our stock, and
the retirement of approximately  $190,000 in acquisition debt. Our cash position
decreased  by  approximately  $383,000 in the three months ended March 31, 2003,
from $776,000 at December 31, 2002 to $393,000 at March 31, 2003.

At March 31, 2003 we had current assets including cash of $2,533,000,  offset by
accounts payable and accrued liabilities of approximately $2,373,000. During the
first quarter of 2003,  we improved our net working  capital  calculated  before
current maturities of debt by approximately $150,000.

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.

The principal  amount of $2,376,000 in debt payments fall due in the upcoming 12
months  is  relatively  evenly  distributed  throughout  with the  exception  of
$1,780,000 that is due July 31, 2003 under the terms of a promissory note issued
in connection with our acquisition of the Neptune Group. See "Item 1. Business -
Neptune Society  Acquisitions - Neptune Group  Acquisition" in our Form 10-K for
year ended  December 31, 2002 filed with the Securities  Exchange  Commission on
May 1, 2003. Repayment of the promissory note is secured by our assets.

We project  that we will have  working  capital  in the amount of  approximately
$800,000 at July 31, 2003,  and that we will be required to raise  $1,000,000 in
additional  financing to make the final  payment under the  promissory  note due
July 31, 2003. We are in the process of  attempting to secure  financing to meet
this  obligation and may seek a  restructuring  of the remaining  balance of the
promissory note. There can be no assurance that management will be able to raise
the financing  required to satisfy our obligations  under the promissory note or
to negotiate a restructuring of the remaining  balance of the promissory note on
acceptable terms, if at all.

In addition to the promissory  note due on July 31, 2003, we have long term debt
with a fair value and book value of $6.8 million due in 2004 and 2005. This long
term debt consists of the following:

     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 debenture for cash with a premium payment of 50%; and

     o    13% Convertible  Debentures in the aggregated principal amount of $5.8
          million,  due  February 24, 2005.  We have an  obligation  under these
          Convertible  Debentures to maintain a specified  fixed charge coverage
          ratio  (requiring us to maintain certain levels of cash flow in excess
          of debt  obligations).  Although  we are current in respect of all our
          payment obligations under the 13% Convertible  Debentures,  we did not
          maintain the Coverage Ratio for the quarters ended September 30, 2002,
          December 31, 2002 and the current quarter ended March 31, 2003. If the
          lenders provide us with written notice,


                                       13


<PAGE>


          we would have 30 days to meet the Coverage  Ratio or the holders could
          accelerate the due date of the 13% Convertible Debentures, which would
          have  a  material  adverse  effect  on our  business  and  results  of
          operations.  The lenders have not provided us with written  notice.  A
          default  under the  debentures  could cause us to default  under other
          obligations.

We  intend to  finance  any  acquisitions  or start  ups in 2003,  if any,  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.

     The Company maintains  disclosure controls and procedures that are designed
to ensure that information  required to be disclosed in the Company's Securities
Exchange  Act of 1934 reports is recorded,  processed,  summarized  and reported
within the time periods  specified  in the SEC's rules and forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding required disclosure.

     Within 90 days prior to the date of this report,  the Company's  management
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  disclosure  controls  and  procedures  pursuant to Exchange  Act Rule
13a-14.  Based upon the foregoing,  the Company's  Chief  Executive  Officer and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures are effective in connection with the filing of this Quarterly  Report
on Form 10-QSB for the quarter ended March 31, 2003.

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including any  significant  deficiencies or material
weaknesses of internal controls that would require corrective action.

                           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 quarter ended March 31, 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. The options vest on February
     1, 2004. In March 2003, the


                                       14


<PAGE>

     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 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  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 $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.

Subsequent  to March 31, 2003,  the Company  issued the  following  unregistered
securities:

     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.


                                       15


<PAGE>


     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 30, 2003,  the Company  issued a total of 125,000 shares of common
     stock to five  officers of the Company as 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 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.

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  shareholders  during the quartered
ended March 31, 2003.

Item 5. Other Information.

     On April 18, 2003,  the Company  entered into a separation  agreement  with
Rodney  Bagley,  under which his employment  agreement was canceled.  Mr. Bagley
resigned as our Chief Financial Officer and as a director. The Company agreed to
pay Mr. Bagley severance pay in the amount of $600,000, payable in equal monthly
installments  over a five year period  beginning on April 18, 2003.  The Company
also  agreed to pay Mr.  Bagley a final  conditional  payment of $100,000 if the
Company  has net  free  cash of at  least  $1,000,000  after  all of its  normal
operating  expenses in the final year.  The Company agreed to pay Mr. Bagley for
certain  insurance  costs until Mr. Bagley becomes  covered under another health
insurance  program  or  its  obligations  under  the  separation  agreement  are
satisfied.  The separation  agreement contains provision for the acceleration of
payments in the event of certain specified events,  such as a change of control,
sale of  substantially  all of the  Company's  assets,  sale of a  location,  or
payment of dividends to stockholders.

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


                                       16


<PAGE>


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


                                       17


<PAGE>


        Exhibit
        Number
                   Description
        ----------------------------------------------------------------
        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
        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 99.1 Section 906
                    Certificate of Chief Executive Officer 99.2 Section 906
                    Certificate of Chief Financial Officer
        99.1        Section 906 Certificate of Chief Executive Officer
        99.2        Section 906 Certificate of Chief Financial Officer


                                       18


<PAGE>


---------------------

(1)  Previously filed on February 12, 2001.
(2)  Previously  filed as an exhibit to Form 10-Q (for the Period ended June 30,
     2001) on August 14, 2001.
(3)  Previously  filed as an exhibit to Form 10-Q/A  (for the Period  ended June
     30, 2001) on August 20, 2001.
(4)  Previously  filed as an exhibit to Form 10-K (for the period ended December
     31, 2001) on April 2, 2002.
(5)  Previously  filed on Form 10-Q (for the period ended March 31, 2002) on May
     15, 2002.
(6)  Previously filed on Form 8-K on June 3, 2002.
(7)  Previously  filed on Form 10-Q (for the period ended September 30, 2002) on
     November 14, 2002.
(8)  Previously  filed on Form 10-K (for the period ended  December 31, 2002) on
     May 1, 2003.

---------------------

(b)  Reports on Form 8-K

     None


                                       19


<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 15, 2003                             By: /s/ Marco Markin
                                                      ----------------
                                                  Marco Markin
                                                  Chief Executive Officer




Date:    May 15, 2003                             By: /s/ Matthew Hoogendoorn
                                                      -----------------------
                                                  Matthew Hoogendoorn
                                                  Chief Financial Officer







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                                 CERTIFICATIONS

                            SECTION 302 CERTIFICATION

I, Marco Markin, certify that:

1. I have reviewed this quarterly report of The Neptune Society, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on  my  knowledge,  the  financial  statement,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which the quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weakness in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls, and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                By:   /s/ Marco Markin
                                      --------------------------
                                      Marco Markin, Chief Executive Officer
                                      May 15, 2003


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<PAGE>


                            SECTION 302 CERTIFICATION

I, Mathew Hoogendoorn, certify that:

1. I have reviewed this quarterly report of The Neptune Society, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on  my  knowledge,  the  financial  statement,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which the quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weakness in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls, and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


                               By:   /S/ Mathew Hoogendoorn
                                     -----------------------------------
                                     Mathew Hoogendoorn, Chief Financial Officer

                                     May 15, 2003


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