# UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549

# FORM 10-QSB

(Mark One)

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

| | For the
quarterly period ended September 30, 2005
| | -------------------------------------------------

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

For the transition period from _____
to  _____

Commission File Number: 000-31182

The Neptune Society, Inc.

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

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

888 East Las Olas Boulevard, 3rd Floor, Fort Lauderdale, Florida, 33301(Address of Principal Executive Offices)

(954) 556-9400
(Registrants Telephone Number, Including Area Code)

4312 Woodman Avenue, Third Floor Sherman Oaks, California 91423
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

State the shares outstanding of each
of the Registrants classes of common equity, as of the latest practicable date:
November 15, 2005: 6,560,105 shares of common stock

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

---

# THE NEPTUNE SOCIETY,
INC 
FORM 10  QSB 
September 30, 2005 

TABLE OF CONTENTS

PAGE

|PART
I. | INTERIM FINANCIAL INFORMATION | 2
|------- | ----------------------------- | -

| | Item 1. | Financial Statements | 2
| | ------- | -------------------- | -

| | Item 2. | Management Discussion and Analysis of Financial Conditions                   And Results of Operations | 14
| | ------- | ------------------------------------------------------------------------------------------------------ | --

| | Item 3. | Controls and Procedures | 24
| | ------- | ----------------------- | --

|PART
II. | OTHER INFORMATION | 24
|-------- | ----------------- | --

| | Item 1. | Legal Proceedings | 24
| | ------- | ----------------- | --

| | Item 2. | Changes in Securities | 24
| | ------- | --------------------- | --

| | Item 3. | Defaults Upon Senior Securities | 24
| | ------- | ------------------------------- | --

| | Item 4. | Submission of Matters to a Vote of Security Holders | 24
| | ------- | --------------------------------------------------- | --

| | Item 5. | Other Information | 24
| | ------- | ----------------- | --

| | Item 6. | Exhibits | 25
| | ------- | -------- | --

| |  | Signatures | 29
| |  | ---------- | --

 i 

---

# FORWARD-LOOKING
STATEMENTS

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

| |  |  | 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
crematory management personnel,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------

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

| |  |  | changes
in the death rate or deceleration of the trend towards cremation,
| | - |  | -------------------------------------------------------------------------

| |  |  | availability
and cost of capital to finance our growth and meet our capital requirements,
| | - |  | -----------------------------------------------------------------------------------------

| |  |  | risk
related to a control position held by a single shareholder of our stock and such
shareholders notice related to taking us private through a short-form merger,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | our
ability to satisfy our debt obligations as they become due, and
| | - |  | -------------------------------------------------------------------

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

Should
one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated, believed,
estimated or expected.

Our
management has included projections and estimates in this report, which are based
primarily on managements experience in the industry, assessments of our results of
operations, discussions and negotiations with third parties and a review of information
filed by our competitors with the Securities and Exchange Commission or otherwise publicly
available.

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

_________________

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

 1 

---

PART I.   INTERIM FINANCIAL INFORMATION

# Item 1.   Financial
Statements

THE NEPTUNE SOCIETY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

|                                                                | September 30, 2005
(Unaudited)
|--------------------------------------------------------------- | ------------------------------
|                                                                |                               
|ASSETS                                                          |                               
|Current assets:                                                 |                               
|Cash and cash equivalents                                       |                               
|Accounts receivable, net of allowance of $237,000               |                               
|Prepaid expenses and other current assets                       |                               
|                                                                |                               
|Total current assets                                            |                               
|                                                                |                               
|Non-Current accounts receivable, net                            |                               
|Property and equipment, net                                     |                               
|Names and reputations                                           |                               
|Deferred financing costs                                        |                               
|Pre-need trust investments                                      |                               
|Deferred charges and other assets                               |                               
|                                                                |                               
|Total assets                                                    |                               
|                                                                |                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                            |                               
|Current liabilities:                                            |                               
|Accounts payable and accrued liabilities                        |                               
|Income tax payable                                              |                               
|Current portion of deferred sales tax payable                   |                               
|Current portion of long-term debt                               |                               
|                                                                |                               
|Total current liabilities                                       |                               
|                                                                |                               
|Notes payable                                                   |                               
|Deferred sales tax                                              |                               
|Deferred pre-need revenues                                      |                               
|Non-controlling interests in funeral trust investments          |                               
|                                                                |                               
|Total liabilities                                               |                               
|                                                                |                               
|Stockholders' equity:                                           |                               
|Preferred stock, $.001 par value, 10,000,000 shares authorized, |                               
|none issued or outstanding                                      |                               
|Common stock, $.001 par value, 75,000,000 shares authorized,    |                               
|7,098,923 shares issued and 6,560,105 shares outstanding        |                               
|Additional paid-in capital                                      |                               
|Accumulated deficit                                             |                               
|                                                                |                               
|Subtotal                                                        |                               
|                                                                |                               
|Less: Treasury stock                                            |                               
|                                                                |                               
|Total stockholders' equity                                      |                               
|                                                                |                               
|Total liabilities and stockholders' equity                      |                               
|                                                                |                               

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

 2 

---

THE NEPTUNE SOCIETY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                         | Three months ended | Nine months ended
|-------------------------------------------------------- | ------------------ | -----------------
|
|Revenue                                                  |                    |                  
|                                                         |                    |                  
|Services and merchandise                                 |                    |                  
|Management and finance fees                              |                    |                  
|                                                         |                    |                  
|Total revenue                                            |                    |                  
|                                                         |                    |                  
|Costs and expenses                                       |                    |                  
|                                                         |                    |                  
|Gross profit                                             |                    |                  
|                                                         |                    |                  
|Sales commissions and obtaining costs                    |                    |                  
|                                                         |                    |                  
|                                                         |                    |                  
|Operating Expenses                                       |                    |                  
|Salaries and payroll costs                               |                    |                  
|Compensation - stock based                               |                    |                  
|Premises rent and utilities                              |                    |                  
|Insurance                                                |                    |                  
|Communications                                           |                    |                  
|Other operating services and supplies                    |                    |                  
|Amortization and depreciation                            |                    |                  
|Professional fees                                        |                    |                  
|                                                         |                    |                  
|Total operating expenses                                 |                    |                  
|                                                         |                    |                  
|Operating profit (loss)                                  |                    |                  
|                                                         |                    |                  
|Other income (expense)                                   |                    |                  
|Gain (loss) on assets held for disposal                  |                    |                  
|Insurance marketing allowances                           |                    |                  
|Trust placement fees                                     |                    |                  
|Separation agreement expense                             |                    |                  
|Interest and finance expense                             |                    |                  
|                                                         |                    |                  
|Net (loss) income before income tax                      |                    |                  
|                                                         |                    |                  
|Income tax expense-current                               |                    |                  
|Income tax expense                                       |                    |                  
|                                                         |                    |                  
|Net (loss) income for the period                         |                    |                  
|                                                         |                    |                  
|Net (loss) income per share (basic)                      |                    |                  
|                                                         |                    |                  
|Net (loss) income per share (diluted)                    |                    |                  
|                                                         |                    |                  
|Weighted average numbers of shares outstanding (basic)   |                    |                  
|                                                         |                    |                  
|Weighted average numbers of shares outstanding (diluted) |                    |                  

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

 3 

---

THE NEPTUNE SOCIETY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

|                              | Common Stock |           |   |        | 
|----------------------------- | ------------ | --------- | - | ------ | 
|                              |              |          
|
|                             
|Balance at December 31, 2004  |              | 7,064,637 |   | 7,065  | 
|                             
|Net Income                    |              |           |   |        | 
|Shares issued for:            |             
|Cash                          |              | 34,285    |   | 34     | 
|Compensation related to       |             
|stock options                 |              |           |   |        | 
|Shares, warrants and option   |              |           |  
|acquired for Separation       |             
|agreement                     |              | (538,817  | ) |        | 
|                             
|Balance at September 30, 2005 |              | 6,560,105 |   | $7,099 | 
|                             

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

 4 

---

THE NEPTUNE SOCIETY, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     | Nine Months Ended
|---------------------------------------------------- | -----------------
|
|Cash flows provided by (used in)                     |                  
|                                                     |                  
|Operating Activities                                 |                  
|Net (loss) income for the period                     |                  
|Adjustments to reconcile net (loss) income to        |                  
|net cash provided by (used in) operating activities: |                  
|Depreciation and amortization                        |                  
|Accretion of discount on notes payable               |                  
|Non-cash interest and amortization of deferred       |                  
|finance costs                                        |                  
|Loss on assets held for disposal                     |                  
|Stock compensation                                   |                  
|Forgiveness of debt                                  |                  
|Compensation expense to be settled by stock          |                  
|Deferred sales tax                                   |                  
|Changes in operating assets and liabilities:         |                  
|Accounts receivable and accrued revenue              |                  
|Prepaid expenses and other current assets            |                  
|Income tax payable                                   |                  
|Deferred charges and other assets                    |                  
|Accounts payable and accrued liabilities             |                  
|Deferred pre-need revenues                           |                  
|                                                     |                  
|Net cash (used in) provided by operating activities  |                  
|                                                     |                  
|                                                     |                  
|Investing activities                                 |                  
|Proceeds from assets held for disposal               |                  
|Purchase of names and reputations                    |                  
|Purchase of property and equipment                   |                  
|                                                     |                  
|Net cash (used in) provided by investing activities  |                  
|                                                     |                  
|                                                     |                  
|Financing activities                                 |                  
|Proceeds of common stock issued                      |                  
|Purchase of treasury shares                          |                  
|Payments on notes payable                            |                  
|Proceeds from issuance of debt, net                  |                  
|                                                     |                  
|Net cash provided by (used in) financing activities  |                  
|                                                     |                  
|(Decrease) increase in cash during the period        |                  
|                                                     |                  
|Cash, beginning of period                            |                  
|                                                     |                  
|Cash, end of period                                  |                  
|                                                     |                  

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

 5 

---

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

|                                                                       | Nine Months Ended
|---------------------------------------------------------------------- | -----------------
|
|Supplemental disclosure of cash flow information                       |                  
|                                                                      
|Cash paid during the period for interest                               |                  
|                                                                      
|Supplemental disclosure of non-cash investing and financing activities |                  
|                                                                      
|Stock issued on conversion of debentures                               |                  
|Stock issued for deferred financing costs                              |                  

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

 6 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

|(1) |  | Description
of Business and Operations
|--- |  | --------------------------------------

| | 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 and notes thereto should be read in
conjunction with the audited financial statements and notes thereto included in the
Companys annual report on Form 10-KSB for the year ended December 31, 2004. Certain
amounts have been reclassified in order to be comparable with 2005 financial statement
presentation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
the opinion of the Companys management, all adjustments considered necessary for a
fair presentation of these unaudited interim financial statements have been included and
all such adjustments are of a normal recurring nature. Operating results for the nine
month period ended September 30, 2005 are not necessarily indicative of the results that
can be expected for the year ended December 31, 2005.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
Based Compensation
| | ------------------------

| | 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 that 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 7 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

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

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

|(2) |  | Accounting
Changes and New Accounting Pronouncements
|--- |  | ----------------------------------------------------

| | FASB
Interpretation No. 46 (FIN 46 and FIN 46R), Consolidation
of Variable Interest Entities
| | --------------------------------------------------------------------------------------------------

| | In
January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin (ARB) No. 51. This
interpretation clarifies the application of ARB No. 51, Consolidated Financial
Statements, to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. In December 2003, the FASB revised FASB Interpretation
No. 46 (FIN 46R).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company implemented FIN 46R as of June 30, 2005, which resulted in the consolidation of
the Companys pre-need funeral merchandise and service trusts. This implementation
was as of June 30, 2005 and only affected the Companys consolidated balance
sheet and had no impact on the Companys third quarter 2005 results of operations or
cash flows. The implementation of FIN 46R affects certain line items in the consolidated
balance sheet, but has no impact on net earnings. Also, the implementation of FIN 46R did
not result in any net changes to the Companys consolidated statement of cash flows.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Although
FIN 46R requires consolidation of the pre-need funeral merchandise and service trusts, it
does not change the legal relationships among the trusts, the Company and its customers.
The customers remain the legal beneficiaries. For this reason, the Company has recognized
non-controlling interests in its financial statements to reflect third-party interests in
these trusts, in accordance with SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The Company
classified deposits to the trusts as non-controlling liability interests.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 8 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

| | The
end result of FIN 46R is that the Companys trust assets are now recorded on
the balance sheet at their market value and included in pre-need trust investments with
corresponding credits to non-controlling interest in the trusts, as opposed to being
excluded from the financial statements of the Company. The realized earnings on these
trust assets under FIN 46R flow into and out of the statement of operations through
the other income line, with no net effect on revenue or net earnings. Both prior to and
after the adoption of FIN 46R, accumulated trust earnings from the pre-need funeral
merchandise and services trusts are recognized as revenue when the related merchandise
and services are delivered. In summary, the adoption of FIN 46R had no effect on
revenues, net earnings, cash flows or stockholders equity.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Recent
Accounting Pronouncements
| | --------------------------------

| | In
June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6, Determining
the Amortization Period for Leasehold Improvements, which requires that leasehold
improvements acquired in a business combination or purchased subsequent to the inception
of a lease be amortized over the lesser of the useful life of the assets or a term that
includes renewals that are reasonably assured at the date of the business combination or
purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not
expect the provisions of this consensus to have a material impact on our financial
position, results of operations or cash flows.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
May 2005, the FASB issued SFAS No.154, Accounting Changes and Error Corrections (SFAS
154) which replaces Accounting Principles Board Opinions No. 20 Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements  An Amendment of APB Opinion No. 28.SFAS 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections. It
establishes retrospective application, for the latest practicable date, as the required
method for reporting a change in accounting principle and the reporting of a correction
of an error. SFAS is effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005 and is required to be adopted by the
Company in the first quarter of 2006. The Company is currently evaluating the effect that
the adoption of SFAS 154 will have on its consolidated results of operations and
financial condition but does not expect it to have a material impact.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
March 2005, the staff of the SEC issued Staff Accounting Bulletin No. 107 (SAB 107).
The interpretations in SAB 107 expresses views of the staff regarding the interaction
between SFAS 123R and certain SEC rules and regulations and provides the staffs
views regarding the valuation of share-based payment arrangements for public companies.
In particular SAB 107 provides guidance related to share-based payment transactions with
nonemployees, the transition from public entity status, valuation methods (including
assumptions such as expected volatility and expected term), the accounting for certain
redeemable financial instruments issued under share-based payment arrangements, the
classification of compensation expense, non GAAP financial measures, first-time adoption
of SFAS 123R in an interim period, capitalization
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 9 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

of compensation cost related to
share-based payment arrangements, the accounting for income tax effects of share-based
payment arrangements upon adoption of SFAS 123R, the modification of employees share
options prior to adoption of SFAS 123R and disclosures in Managements Discussion and
Analysis subsequent to adoption of SFAS 123R.

|(3) |  | 13.5%
Secured Promissory Note Payable
|--- |  | -------------------------------------

| | The
Company entered into an Agreement dated February 2, 2005 pursuant to which it issued
Brooklyn Holdings LLC a $3,000,000 13.5% secured promissory note, due February 2, 2010.
The Note provides for monthly interest only payments through February 2, 2010 and the
full payment of the $3,000,000 principal due on February 2, 2010. In addition, an annual
loan fee of 3.5% on the unpaid principal balance is payable in arrears upon the payment
in full of the principal amount.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the terms of the Agreement, the Company is restricted from entering into any encumbrances
in excess of $100,000 or purchase money mortgages in excess of $500,000. In addition, the
lender has a first priority lien on all assets of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company used the proceeds to make payments under its Separation and Release Agreement
with its Chief Executive Officer, primarily through the purchase of treasury shares of
stock.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Capital
Stock Transactions
|--- |  | --------------------------

| | 14,286
shares were issued for proceeds of $11,286 or $.79 per share upon the exercise of
outstanding warrants.
| | --------------------------------------------------------------------------------------------------------------

| | 20,000
shares were issued for proceeds of $14,000 or $.70 per share upon the exercise of
outstanding options.
| | -------------------------------------------------------------------------------------------------------------

| | 538,817
shares were repurchased for $1,616,451 or $3.00 per share under the terms of the Companys
Separation and Release Agreement with its Chief Executive Officer.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Warrants
exercisable to purchase 307,692 shares of common stock at $ .79 per share were
repurchased for $680,000 or $2.21 per share ($3.00 less the exercise price of $ .79)
under the terms of the Companys Separation and Release Agreement with its Chief
Executive Officer.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Options
exercisable to purchase 150,000 shares of common stock at $ .65 per share were
repurchased for $352,500 or $2.35 per share ($3.00 less the exercise price of $ .65)
under the terms of the Companys Separation and Release Agreement with its Chief
Executive Officer.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 10 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

|(5) |  | New
Employment Agreements and Commitments
|--- |  | -----------------------------------------

| | On
February 7, 2005 the Company and its President and Chief Marketing Officer (President)
entered into an amended employment agreement whereby the President agreed to serve as
President and Chief Executive Officer. This agreement was further amended effective
February 8, 2005 to provide for an annual salary of $222,000 and executive benefits
including health insurance and $48,000 annual housing allowance. The agreement also
provides an annual bonus of up to a maximum of 100% of annual compensation based on the
achievement of yearly goals to be set by the Board of Directors. In addition, the
agreement grants the President a one-time bonus equal to 1.5% of the increased
value, as defined in the agreement, of the Company, due within ninety days of the
termination date. The agreement continues until February 7, 2008 unless terminated by the
President or the Company in accordance with the agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effective
March 1, 2005 the Company and its Chief Financial Officer (CFO) entered into an amended
employment agreement providing for an annual salary of $200,000 and executive benefits
including health insurance and $12,000 annual housing allowance. The agreement also
provides an annual bonus of up to a maximum of 100% of annual compensation based on the
achievement of yearly goals to be set by the Board of Directors. In addition, the
agreement grants the CFO a one-time bonus equal to 1.5% of the increased value, as
defined in the agreement, of the Company, due within ninety days of the termination date.
The agreement continues until February 28, 2008 unless terminated by the CFO or the
Company in accordance with the agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effective
March 1, 2005 the Company and its Vice President of Operations (VPO) entered into an
agreement superseding the previous employment agreement dated September 1, 2004 and
amended February 7, 2005, whereby the VPO agreed to serve as Chief Operating Officer.
This agreement provides for an annual salary of $170,000 during the first year of the
agreement, $176,800 during the second year, and $183,872 during the third year of the
agreement. The agreement also provides an annual bonus of up to a maximum of 60% of
annual compensation based on the achievement of yearly goals to be set by the Board of
Directors. In addition, the agreement grants the VPO a one-time bonus equal to .75% of
the increased value, as defined in the agreement, of the Company, due within
ninety days of the termination date. The agreement continues until February 28, 2008
unless terminated by the VPO or the Company in accordance with the agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 11 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

| | Effective
March 1, 2005 the Company entered into an employment agreement with its National Sales
Manager (NSM) providing for an annual salary of $75,000 and additional bonus of $10 for
each pre-need contract sold. The NSM will also be provided with a vehicle paid for and
insured by the Company at a lease rate up to $1,000 per month. The agreement also
provides an annual bonus of up to a maximum of 10% of annual compensation based on the
achievement of yearly goals to be set by the Board of Directors. In addition, the
agreement grants the NSM a one-time bonus equal to .75% of the increased value, as
defined in the agreement, of the Company, due within ninety days of the termination date.
The agreement continues until February 28, 2008 unless terminated by the NSM or the
Company in accordance with the agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Separation
and Release Agreement
|--- |  | --------------------------------

| | On
February 2, 2005 the Company entered into a separation and release agreement with its
Chief Executive Officer (CEO). Under the terms of the agreement, the CEO
received a lump sum payment of $221,061 as sole consideration for termination of the
Employment Agreement and for general release of claims. During a six month transition
period, the CEO agreed to serve as a consultant to the Company and will be entitled to
compensation and benefits at the level paid immediately prior to the separation date,
with the exception of the right to participate in any stock option or securities purchase
plan. This consulting arrangement was extended for an additional three months on July 19,
2005.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
addition, under the terms of the agreement, 538,817 shares of common stock, stock options
for 150,000 shares at an exercise price of $0.65 per share, and warrants for 307,692
shares at an exercise price of $0.79 per share that were beneficially owned by the CEO
and related parties were purchased from the various parties at a fair market value of
$3.00 per share for net proceeds of $2,649,000. No gain or loss was recognized on this
transaction.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Subsequent
Events
|--- |  | -----------------

| | On
October 6, 2005, the BG Capital Group and NPTI Acquisition Corp. filed an amended
Schedule 13e-3/A with the Securities and Exchange Commission reporting information in
connection with the contemplated short-form merger of NPTI with and into the Company,
with the Company as the survivor corporation, and related transactions. BG Capital
intends to cause the Company to terminate the registration of the Company shares under
Section 12(g)(4) of the Securities Exchange Act following the merger. The Company does
not anticipate any financial impact as a result of the merger.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 12 

---

NEPTUNE SOCIETY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
September 30, 2005 
(Unaudited)

| | On
October 7, 2005, the Company made a $2,000,000 payment on its 13.5% Secured Promisory
Note Payable described in footnote (3). This payment is expected to save the Company
about $340,000 per year in interest expense and leaves $1,000,000 payable on the note.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 13 

---

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

# Overview

We,
The Neptune Society, Inc., are 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, Missouri, Nevada, New York, Oregon,
Texas and Washington. We also operate crematories and licensed holding facilities in
California and Washington. We provide cremation services in the areas in which we own
crematories. We use the services of licensed third-party crematories and holding
facilities in locations in which we do not own facilities.

Our
service programs include:

| |  |  | Pre-need
programs that allow our clients to pre-plan and pre-pay for cremation services; and
| | - |  | --------------------------------------------------------------------------------------------

| |  |  | At-need
programs in which we arrange cremation services at the time of need.
| | - |  | ----------------------------------------------------------------------------

We
compete in the cremation services sector of the death care service industry. Our primary
business focus is on marketing our pre-need cremation services using an integrated
promotion and professional sales strategy. We operate our locations under branded names,
The Neptune Society, The Trident Society, Neptune Cremation
Services, and Neptune Society, A For Profit Corporation, and offer only
services and products related to cremation services. We do not offer traditional funeral
services and we do not own or operate cemeteries. We do not intend to evolve into a
traditional funeral services company and do not intend to compete directly with the larger
competitors that provide traditional funeral and burial services.

# Results of Operations

Three months ended
September 30, 2005 (unaudited) compared with the three months ended September 30, 2004
(unaudited)

The
following discussion compares our results of operations for the three months ended
September 30, 2005 (Q3-2005) to our results of operations for the three months ended
September 30, 2004 (Q3-2004)

Revenues

Total
revenue was $7,241,000 for Q3-2005, up 6% from the $6,811,000 reported in Q3-2004.

Revenue
from the sale of pre-need contracts was virtually flat, with $5,112,000 in Q3-2004
compared with $5,060,000 in Q3-2005. The third quarter of 2004 was unusually high due to a
special promotion in August. The third quarter of 2005, on the other hand, represents a
continued pattern of consistent growth reflecting a 13% increase in sales volume and a 11%

 14 

---

increase in pre-need revenue when
compared with the second quarter of 2004. Pre-need sales volume was up slightly,
increasing from 5,117 units sold to 5,221 units sold.

Revenue
from cremation services was up by 11%, from $1,574,000 in Q3-2004 to $1,744,000 in
Q3-2005. This increase was fueled primarily by higher case volume which was up 13% from
the prior year. About half of the increase volume is attributed to new locations.

Management
and finance fee income was $437,000 in Q3-2005, up from $125,000 in the Q3-2004. Finance
fees are up as a result of increased pre-need volume. Management fees include marketing
allowances on group life insurance in pre-need trusts in California and Nevada.

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 direct costs and expenses are
the cost of merchandise delivered at the time pre-need contracts are sold including the
cost of travel premiums. Total direct costs and expenses were up by $292,000, to
$1,410,000 for Q3-2005.

Direct
costs associated with pre-need sales increased from $209,000 for Q3-2004 to $252,000 for
Q3-2005. The $43,000 increase is primarily the result of an increase in the proportion of
contracts sold with our worldwide travel protection feature.

Direct
costs associated with at-need and fulfillment cremation services were up $249,000, from
$909,000 in Q3-2004 to $1,158,000 in Q3-2005. About half of this increase is attributed to
increased case volume with the remainder largely the result of increased cost associated
with higher energy costs and rate increases from our third party providers. The increase
in fuel prices will likely have a continued impact on our cost of providing services.

Sales Commissions and
Obtaining Costs

Sales
commissions and obtaining costs represent the cost of acquiring our pre-need contracts and
the costs associated with marketing our at-need services. These costs include sales
commissions and advertising costs. Overall, selling and obtaining costs increased by
$368,000 from $2,379,000 for Q3-2004 to $2,746,000 for Q3-2005. The bulk of the increase,
$364,000, is associated with selling and obtaining costs relative to new locations.

Operating Expenses

Total
operating expenses increased by $399,000 to $2,725,000 for Q3-2005. The bulk of the 17%
increase is attributed to our continued growth initiatives, including the opening of five
new locations and infrastructure improvements designed to allow us to grow more
effectively in the future.

 15 

---

Operating Profit

Operating
results showed $359,000 gain in Q3- 2005 compared with $989,000 gain in Q3-2004. The
decrease in profit is primarily attributed to the increase in costs related to the opening
of five new locations since the end of the third quarter of 2004.

Other revenue and expenses

The
company incurred a net expense of $263,000 in other income and expense in Q3-2005 compared
with net other expense of $114,000 in Q3-2004. The third quarter of 2005 included income
of $79,000 in non-recurring trust placement fees.

Net Income

The
company had net income of $96,000 for Q3- 2005 compared with net income of $874,000 in
Q3-2004. The decrease in profit is primarily attributed to the increase in costs related
to the opening of five new locations since the end of the third quarter of 2004.

Nine months ended
September 30, 2005 (unaudited) compared with the nine months ended September 30, 2004
(unaudited)

The
following discussion compares our results of operations for the nine months ended
September 30, 2005 to our results of operations for the nine months ended September 30,
2004.

Revenues

Total
revenue was $20,801,000 for the first nine months of 2005, up 18% from the $17,670,000
reported for the first nine months of 2004.

Revenue
from the sale of pre-need contracts led the way, increasing by 16% from $12,324,000 in the
first nine months of 2004 to $14,331,000 in the first nine months of 2005. Pre-need sales
volume was up 20% for the period, increasing from 12,425 units sold to 14,844 units sold.
About one-half of the increase in revenue and sales volume is associated with the addition
of five new locations since September 30, 2004. We expect to see continued moderate
increases in same store sales in future periods as well as somewhat stronger growth in
sales volume from new locations. The average revenue per unit decreased by 3%. We expect
to see revenue per sale increase at very moderate levels over the next few periods.

Revenue
from cremation services was up by 13%, from $4,845,000 in the first nine months of 2004 to
$5,452,000 in the first nine months of 2005. This increase was fueled by higher case
volume which was up 13% from the prior year. About one-third of the increase in services
revenue and case volume is associated with new stores.

Management
and finance fee income was $1,018,000 in the first nine months of 2005, up 92% from
$531,000 in the first nine months of 2004. Finance fees are up as a result of increased
pre-need volume, and management fees reflect recurring marketing allowances on group life
insurance in our California and Nevada pre-need trusts.

 16 

---

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 direct costs and expenses are
the cost of merchandise delivered at the time pre-need contracts are sold including the
cost of travel premiums. Total direct costs and expenses were up by $818,000, or 25%, to
$4,076,000 for the nine months ended September 30, 2005.

Direct
costs associated with pre-need sales increased 45% from $506,000 for the first nine months
of 2004 to $731,000 for the first nine months of 2005. This increase is the result of
increased volume along with an increased proportion in pre-need contracts sold with travel
protection.

Direct
costs associated with at-need and fulfillment cremation services were up $593,000, or 22%,
from $2,752,000 in the first nine months of 2004 to $3,345,000 in the first nine months of
2005. This increase is largely the result of the 13% increase in case volume but also
reflects increasing fuel costs for both first call and cremation services.

Sales Commissions and
Obtaining Costs

Sales
commissions and obtaining costs represent the cost of acquiring our pre-need contracts and
the costs associated with marketing our at-need services. These costs include sales
commissions and advertising costs. Overall, selling and obtaining costs increased by
$1,932,000 from $6,019,000 for the period ended September 30, 2004 to $7,951,000 for the
period ended September 30, 2005. A significant portion of the increase, $848,000, resulted
from selling and obtaining costs associated with our new locations. Selling and obtaining
costs tend to run considerably higher on a per sale basis in our new locations than our
experience in existing locations. Selling and obtaining costs associated with existing
locations were up $926,000 or 15%, roughly in line with the 10% increase in same store
unit sales. The remainder of the increase, $158,000, is associated with at need cremation
services marketing initiatives.

Operating Expenses

Total
operating expenses increased by $1,287,000 to $7,942,000 for the first nine months of
2005. About one-third of the increase in operating expenses from the same period last
year, or $447,000, is associated with the opening of five new locations. The remainder,
$840,000 or 13%, reflects infrastructure improvements needed to support our continued
growth.

Operating Profit

Operating
profits were $831,000 for the first nine months of 2005 compared with $1,738,000 for the
first nine months of 2004. The decrease in profit is largely attributed to increased
selling and operating expenses related to the opening of new locations.

 17 

---

Other revenue and expenses

The
company incurred a net expense of $942,000 in other income and expense for the first nine
months of 2005 compared with net other income of $940,000 in the first nine months of
2004. The first nine months of 2005 included $221,000 paid under the terms of a separation
and release agreement with the companys Chief Executive Officer. The nine months
ended September 30, 2004 included income of $2,510,000 in non-recurring trust placement
fees and insurance marketing allowances associated with the trust conversions executed
during the nine months, as well as $177,000 of non-recurring loss on the disposition of
our Iowa location and $660,000 from the write off of deferred financing costs due to debt
restructuring.

Net Income (Loss)

The
company had net loss of $144,000 for the nine month period ended September 30, 2005
compared with net income of $2,619,000 for the same period in 2004. The net loss in the
nine month period ended September 30, 2005, compared to net income for the same period in
2004, was due primarily to lower operating profit for the comparable periods ($831,000
during the nine month period ended September 30, 2005, compared to $1,738,000 in 2004)
coupled with other income and expense adjustments for the relative periods. The nine
months ended September 30, 2004 included income of $2,510,000 in non-recurring trust
placement fees and insurance marketing allowances associated with the trust conversions.

# Liquidity and Capital
Resources

Cash
and cash equivalents totaled $2,632,000 at September 30, 2005, down from $3,422,000 at
December 31, 2004, a decrease of $790,000. On October 6, 2005, the company prepaid
$2,000,000 of the outstanding principal and accrued interest and loan fees under issued a
Secured Promissory Note in the principal amount of $3,000,000, due February 2, 2010 (the
Note), payable to Brooklyn Holdings LLC, a Nevis limited liability company.
See Subsequent Events below. The payment was made from working capital of the
Neptune Society.

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. We used $738,000 in net cash in operating activities. The section titled Cash Flows
Provided By (Used For) Operating Activities for the nine months ended September 30, 2005
reconciles the net loss of approximately $144,000 for the nine months ended September 30,
2005 to the net cash used in operating activities for the same period of $738,000.
Increased accounts receivable from pre-need sales used $1,377,000 in cash, and accrued
pre-need revenue and marketing allowances used an additional $468,000. Deferred revenue
generated $941,000 in cash which was offset by related deferred charges of $517,000. Cash
was provided by $167,000 in increased accounts payable. The remaining use of cash relates
primarily to the opening of new offices.

Another
$294,000 was used in investing activities. We purchased property and equipment and names
and reputations.

 18 

---

Cash
of $242,000 was provided from financing activities. In the first quarter of 2005, we
entered into an agreement providing $3,000,000 under the terms of a 13.5% secured
promissory note dated February 2, 2005. The proceeds of the note were used for general
working capital and to make payments under the Separation and Release Agreement with the
Companys former CEO. This included the purchase of treasury shares for $2,649,000 or
$3.00 per share and payments of $221,000 made under the terms of the agreement.

At
September 30, 2005 we had current assets of approximately $6,396,000 offset by current
liabilities of $2,927,000, for net working capital of approximately $3,469,000.

Long-term Obligations

At
September 30, 2005 our material long-term debt consisted of the following:

| |  |  | 13.5%
Secured Promissory Note with a single scheduled principal repayment of $3,000,000 on
February 2, 2010 and annual loan fee of 3.5% payable upon the payment in full of the
principal amount,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 11%
Convertible Debentures with a single scheduled principal repayment of $6,000,000 on
September 18, 2014 (note that the conversion feature will terminate in connection with
the short-form merger as described in Part II), and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Employee
settlement note with scheduled payments of $180,000 in the period October, 2005 to
September 30, 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------

Payments
required under our long-term debt obligations are approximately $120,000 during the next
twelve months. We are also required to make interest payments under these long term
obligations of approximately $89,000 per month during the next twelve months. We believe
that we will have sufficient cash flow from operations to satisfy our cash requirements
for the next twelve months and for the foreseeable future.

We
intend to finance any acquisitions or start-ups in 2005 from operational cash flow, or a
combination of operational cash flow, cash on hand and vendor financing. During 2005, we
have opened two locations expanding our Trident brand into San Jose and Walnut Creek,
California, and Las Vegas, Nevada and St. Louis, Missouri locations using our Neptune
brand. Expansion into new locations is subject to a number of challenges, most
significantly the time required to obtain the appropriate licenses and our ability to
achieve target volumes in a start-up mode. By advance planning, we are able to mitigate
the costs associated with these locations incurred prior to opening. Our ability to
achieve target volumes is driven by competitive factors, the success of our lead
generation programs and our ability to acquire and train quality sales and service
personnel in the local market. Some of this can be mitigated by market research and
testing but ultimately our success is dependant on our ability to execute.

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

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

 19 

---

# Inflation

We
do not believe that inflation has had a significant impact on our consolidated results of
operations or financial condition.

# Off Balance Sheet
Arrangements

We have
no off balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our business, financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.

# Critical Accounting
Policies

| | Revenue
Recognition
| | -------------------

Pre-need
cremation arrangements  From January 1, 2000 to December 31, 2002 (with the
exception of a four month period in the second and third quarters of 2001), our pre-need
merchandise delivery and handling procedures in virtually all locations did not meet the
test for revenue recognition at the point of sale. Rather, revenue related to the
merchandise component of pre-need arrangements was generally recorded as deferred pre-need
revenue. Commissions paid with respect to obtaining pre-need arrangements were also
deferred. Both the revenue received and costs paid by us during the life of the contract
were accordingly not taken into account until the cremation services were actually
performed. At that point, these deferred amounts, together with the previously trusted
funds for the cremation service, were matched and recorded in operations in accordance
with generally accepted accounting principles. Over the next estimated 12 years we expect
to bring into income deferred revenue of approximately $19.0 million and deferred expenses
of $6.2 (without any cash receipts or disbursements) related to pre-arrangements made
during this period, over and above trust funds or insurance policy proceeds (cash) on
actual provision of the cremation services, as discussed above.

Effective
January 1, 2003, we implemented a full merchandise delivery policy for new pre-need
arrangement contracts sold in all locations, except in the states of Florida, Illinois and
New York. In all states, except Florida, Illinois and New York, we now irrevocably deliver
to the purchaser at the time of sale all the merchandise purchased in connection with the
contract. This policy emphasizes the customers selection of merchandise and assures
that there will not be any attempt to convince their loved ones to buy expensive add-ons
that are not needed or desired by the purchaser. Merchandise delivered varies, but
generally includes a specially designed Neptune cremation urn, a Neptune Society
Information Book, a Memorial Plaque and a Registration Packet Portfolio.

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 and the merchandise is delivered. Also,
all sales commissions paid relating to the obtaining of such contracts are recognized as
expense when the

 20 

---

revenue associated with such contract
is recognized, rather than being deferred until fulfillment (the time the cremation
services are performed).

In
addition to its basic pre-need plan Neptune also markets a third-party worldwide travel
protection plan that provides protection to the consumer in the event that they die more
than 75 miles away from home. Sales of this product meet all requirements for revenue
recognition under generally accepted accounting principles at the point of sale.
Accordingly, revenues associated with worldwide travel protection plans and related costs
of sales are recognized at
the point of sale.

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

For
the majority of pre-arrangements made by our customers after January 1, 2003, there is no
element of deferred revenue or expenses to be taken into income. Accordingly, over the
next 10-12 years as the pre-January 1, 2003 arrangements are serviced, the amount of
revenue recognized (but not cash received) for at-need services on fulfillment will
decrease steadily as more and more of our cremations are derived from the post January 1,
2003 pool. For these customers, the revenue related to merchandise delivered and
administrative services provided will already have been recognized at the time of sale,
with only the cash received from trust/insurance to be recognized at the time of the
cremation services. The cash expected to be received from trust/insurance is expected to
be sufficient to meet our costs of the services, as well as our existing profit margin.

At-need
cremation services all merchandise and services revenue is recognized at the
time services are provided.

Installment
sales  we recognize an account receivable for the unpaid amount of the pre-need
arrangement at the time of sale, to the extent the installment payments will not be
required to be trusted.

Trust
placement fees the Company earned revenue of approximately $706,000 during 2004
in exchange for transfer of certain of its trust assets to a different asset manager.
Management considered the accounting for the fees received from this transfer and
concluded that revenue recognition upon completion of the transfer, as opposed to
deferral and recognition upon performance of the cremation service, was appropriate. The
fees were not in exchange for any future services to be performed by the company, their
payment did not represent a sacrifice of future economic benefits to be derived from the
trusts, reserves for cancellations were practicably determinable, and the transfer
represented a culmination of an earnings process. Accordingly Neptune has met the revenue
recognition criteria of Statement on Financial

 21 

---

Accounting Concepts No. 5
Recognition and Measurement in Financial Statements of Business Enterprises, and the SEC
Staff Accounting Bulletin No. 104, Revenue Recognition.

The
Company also earns marketing allowances on the purchase of life insurance policies by our
trustees and when acquired by our customers directly as a replacement of their trust
assets. Such marketing allowances are earned upon the sale and will continue to be earned
in the future, augmenting the management fees which Neptune has earned in the past.

# Recent Accounting
Pronouncements

Goodwill (Names and
Reputations)

In
July 2001 the Financial Accounting Standards Board issued Statement No. 142,
Goodwill and other Intangible Assets, which requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually. We adopted FASB 142 effective January 1, 2002. The asset
Names and Reputations meets the definition of goodwill under FASB 142.

On
implementation of FASB 142, management determined that the fair value of the Company as a
single reporting unit under FASB 142 exceeded the carrying value of the net assets,
including goodwill. We completed the required annual evaluation of the implied value of
our goodwill on December 31, 2004, and determined that there was no impairment in value.

The
carrying value of goodwill (Names and Reputations) constitutes the single most significant
asset of the Company. At September 30, 2005 the carrying value of the asset was
$23,728,000 (December 31, 2004: $23,693,000). The increase of $35,000 represents
contingent consideration paid during the nine months ended September 30, 2005 on one of
our previous acquisitions. No amount of amortization was required in the opinion of
management for the quarter ended September 30, 2005 as the implied value of goodwill
exceeded its carrying value.

For
the 2001 and prior fiscal years, the Company amortized Names and Reputations over a period
of 20 years from acquisition, resulting in amortization expense of approximately
$1,500,000 annually. There was no amortization recorded in the quarters ended September
30, 2004 or 2005 as the implied value of goodwill exceeded its carrying value.

With
the requirement to adopt FASB 142, the Company no longer amortizes its acquired goodwill
on a systematic basis. Rather it will test the value of Goodwill annually, and if it is
determined that goodwill is impaired, the carrying value of Names and Reputations will be
written down to its implied value by a charge to operations in the year that such
determination is made.

Consolidation of Variable
Interest Entities

In
January 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin (ARB) No. 51. This
interpretation clarifies the application of ARB No. 51, Consolidated Financial
Statements, to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity

 22 

---

at risk for the entity to finance its
activities without additional subordinated financial support from other parties. In
December 2003, the FASB revised FASB Interpretation No. 46 (FIN
46R).

The
Company implemented FIN 46R as of June 30, 2005, which resulted in the consolidation of
the Companys pre-need funeral merchandise and service trusts. This implementation
was as of June 30, 2005 and only affected the Companys consolidated balance
sheet and had no impact on the Companys third quarter 2005 results of operations or
cash flows. The implementation of FIN 46R, as it relates to the consolidation of trust,
affects certain line items in the consolidated balance sheet, but has no impact on net
earnings. Also, the implementation of FIN 46R did not result in any net changes to the
Companys consolidated statement of cash flows.

Although
FIN 46R requires consolidation of the pre-need funeral merchandise and service trusts, it
does not change the legal relationships among the trusts, the Company and its customers.
The customers remain the legal beneficiaries. For this reason, the Company has recognized
non-controlling interests in its financial statements to reflect third-party interests in
these trusts, in accordance with SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The Company
classified deposits to the trusts as non-controlling liability interests.

The
end result of FIN 46R is that the Companys trust assets are now recorded on the
balance sheet at their market value and included in pre-need trust investments with
corresponding credits to non-controlling interest in the trusts, as opposed to being
excluded from the financial statements of the Company. The realized earnings on these
trust assets under FIN 46R flow into and out of the statement of operations through
the other income line, with no net effect on revenue or net earnings. Both prior to and
after the adoption of FIN 46R, accumulated trust earnings from the pre-need funeral
merchandise and services trusts are recognized as revenue when the related merchandise and
services are delivered. In summary, the adoption of FIN 46R had no effect on
revenues, net earnings, cash flows or shareholders equity.

# Subsequent Events

On
October 6, 2005, the BG Capital Group and NPTI Acquisition Corp. filed an amended Schedule
13e-3/A with the Securities and Exchange Commission reporting information in connection
with the contemplated short-form merger of NPTI with and into the Company, with the
Company as the survivor corporation, and related transactions. BG Capital intends to cause
the Company to terminate the registration of the Company shares under Section 12(g)(4) of
the Securities Exchange Act following the merger. The Company does not anticipate any
financial impact as a result of the merger.

On
October 7, 2005, the Company made a $2,000,000 payment on its 13.5% Secured Promissory
Note Payable described in footnote (3). This payment is expected to save the Company about
$340,000 per year in interest expense and leaves $1,000,000 payable on the note.

 23 

---

# 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
| | ---------------------------------------

No
unregistered securities were issued by the Company during the three months ended September
30, 2005.

# Item 3.   Defaults Upon
Senior Securities

Not
applicable.

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

No
matters were submitted to a vote of security holders during the quarter ended September
30, 2005.

# Item 5.   Other Information

Except as provided below, there
is no other information to report for the three months ended September 30, 2005.

On
July 19, 2005, the Company and Marco Markin agreed to extend Markins consulting
arrangement with the Company for an additional three months.

 24 

---

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

|ExhibitNumber | 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(2) | Employment Agreement by and between the Company and Marco Markin (previously
filed as Exhibit 10.28)
|------- | ----------------------------------------------------------------------------------------------------

|10.2(2) | Loan Agreement dated August 8, 2001 with Green Leaf Investors I, LLC, a
California limited liability company                   (previously filed as Exhibit 10.32)
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3(2) | Warrant issued to Green Leaf (previously filed as Exhibit 10.33)
|------- | ----------------------------------------------------------------

|10.4(2) | Guaranty issued to Green Leaf (previously filed as Exhibit 10.34)
|------- | -----------------------------------------------------------------

|10.5(3) | 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. (previously filed as Exhibit 10.40)
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6(3) | 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. (previously filed as Exhibit 10.41)
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7(3) | Form of CapEx, L.P. Debenture Amendment (previously filed as Exhibit 10.42)
|------- | ---------------------------------------------------------------------------

|10.8(3) | Form of D.H. Blair Investment Banking Corp. Debenture Amendment (previously
filed as Exhibit 10.43)
|------- | ---------------------------------------------------------------------------------------------------

|10.9(3) | Form of Warrant Amendment (previously filed as Exhibit 10.44)
|------- | -------------------------------------------------------------

|10.10(4) | Employment Agreement by and between the Company and Douglas Irving (previously
filed as Exhibit 10.46)
|-------- | ------------------------------------------------------------------------------------------------------

|10.11(4) | Employment Agreement by and between the Company and Doug Irving (previously
filed as Exhibit 10.47)
|-------- | ---------------------------------------------------------------------------------------------------

|10.12(4) | Employment Agreement by and between the Company and Barry Maynes (previously
filed as Exhibit 10.48)
|-------- | ----------------------------------------------------------------------------------------------------

 25 

---

|ExhibitNumber | Description
|------------- | -----------

|10.13(4) | Employment Agreement by and between the Company and Gary Harris (previously
filed as Exhibit 10.49)
|-------- | ---------------------------------------------------------------------------------------------------

|10.14(4) | Amendment to Employment Agreement by and between the Company and Marco Markin
(previously filed as Exhibit 10.52)
|-------- | -----------------------------------------------------------------------------------------------------------------

|10.15(5) | 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. (previously filed as Exhibit 10.53)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16(5) | Form of Amended and Restated Debenture dated July 31, 2003 issued to CapEx, L.P.
in the principal amount of                   $5,029,344 (previously filed as Exhibit
10.54)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.17(5) | 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
(previously filed as Exhibit 10.55)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.18(5) | Form of Warrant issued to CapEx, L.P. (previously filed as Exhibit 10.56)
|-------- | -------------------------------------------------------------------------

|10.19(5) | Form of Warrant issued to D.H. Blair Investment Banking Corp. (previously filed
as Exhibit 10.57)
|-------- | -------------------------------------------------------------------------------------------------

|10.20(5) | Form of Security Agreement (previously filed as Exhibit 10.58)
|-------- | --------------------------------------------------------------

|10.21(6) | Amended and Restated Employment Agreement by and between the Company and Marco
Markin dated March 12, 2004                   (previously filed as Exhibit 10.59)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22(7) | Employment Agreement by and between the Company and Jerry A. Norman (previously
filed as Exhibit 10.60)
|-------- | -------------------------------------------------------------------------------------------------------

|10.23(7) | 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, 2004 (previously filed as Exhibit 10.61)
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24(7) | Asset Sale Agreement between Neptune Management Corporation and Brooks Funeral
Care and Robert Brooks dated April 2,                   2004 (previously filed as Exhibit
10.62)
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.25(8) | Debenture Purchase Agreement dated September 18, 2004 between The Neptune
Society Inc. and Brooklyn Holdings LLC                   (previously filed as Exhibit
10.63)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.26(8) | $6,000,000 11% Convertible Debenture, Due September 18, 2014 (previously filed
as Exhibit 10.64)
|-------- | ------------------------------------------------------------------------------------------------

|10.27(8) | Form of Security Agreement between Brooklyn Holdings LLC and Heritage
Alternatives, Inc. (previously filed as                   Exhibit 10.65)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------

|10.28(8) | Form of Security Agreement between Brooklyn Holdings LLC and Neptune Management
Corp. (previously filed as Exhibit                   10.66)
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------

|10.29(8) | Form of Security Agreement between Brooklyn Holdings LLC and The Neptune Society
Inc. (previously filed as Exhibit                   10.67)
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------

|10.30(8) | Form of Security Agreement between Brooklyn Holdings LLC and Trident Society,
Inc. (previously filed as Exhibit                   10.68)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------

 26 

---

|ExhibitNumber | Description
|------------- | -----------

|10.31(8) | Form of Security Agreement between Brooklyn Holdings LLC and Neptune Society of
America, Inc. (previously filed as                   Exhibit 10.69)
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|10.32(8) | Form of Guarantee Agreement between Brooklyn Holdings LLC and Heritage
Alternatives, Inc. (previously filed as                   Exhibit 10.70)
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------

|10.33(8) | Form of Guarantee Agreement between Brooklyn Holdings LLC and Neptune
Management Corp. (previously filed as Exhibit                   10.71)
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------

|10.34(8) | Form of Guarantee Agreement between Brooklyn Holdings LLC and Trident Society,
Inc. (previously filed as Exhibit                   10.72)
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------

|10.35(8) | Form of Guarantee Agreement between Brooklyn Holdings LLC and Neptune Society of
America, Inc. (previously filed as                   Exhibit 10.73)
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|10.36(9) | Separation and Release Agreement (previously filed as Exhibit 10.1)
|-------- | -------------------------------------------------------------------

|10.37(9) | Loan Agreement between The Neptune Society, Inc. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.2)
|-------- | --------------------------------------------------------------------------------------------------------------

|10.38(9) | $3 million Secured Promissory Note (previously filed as Exhibit 10.3)
|-------- | ---------------------------------------------------------------------

|10.39(9) | Security Agreement between The Neptune Society, Inc. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.4)
|-------- | ------------------------------------------------------------------------------------------------------------------

|10.40(9) | Security Agreement between Neptune Society of America, Inc. and Brooklyn
Holdings, LLC (previously filed as Exhibit                   10.5)
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------

|10.41(9) | Security Agreement between Neptune Management Corp. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.6)
|-------- | -----------------------------------------------------------------------------------------------------------------

|10.42(9) | Security Agreement between Heritage Alternatives, Inc. and Brooklyn Holdings,
LLC (previously filed as Exhibit 10.7)
|-------- | --------------------------------------------------------------------------------------------------------------------

|10.43(9) | Security Agreement between Trident Society, Inc. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.8)
|-------- | --------------------------------------------------------------------------------------------------------------

|10.44(9) | Guarantee between Neptune Society of America, Inc. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.9)
|-------- | ----------------------------------------------------------------------------------------------------------------

|10.45(9) | Guarantee between Neptune Management Corp. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.10)
|-------- | ---------------------------------------------------------------------------------------------------------

|10.46(9) | Guarantee between Heritage Alternatives, Inc. and Brooklyn Holdings, LLC
(previously filed as Exhibit 10.11)
|-------- | ------------------------------------------------------------------------------------------------------------

|10.47(9) | Guarantee between Trident Society, Inc. and Brooklyn Holdings, LLC (previously
filed as Exhibit 10.12)
|-------- | ------------------------------------------------------------------------------------------------------

|10.48(9) | Amendment #1 to Employment Agreement by and between The Neptune Society, Inc.
and Jerry Norman dated February 7,                   2005 (previously filed as Exhibit
10.13)
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.49(12) | Form of Stock Option Plan (previously filed as Exhibit 99.1)
|--------- | ------------------------------------------------------------

 27 

---

|ExhibitNumber | Description
|------------- | -----------

|10.50(10) | Employment Agreement by and between the Company and Daniel M. Solberg (previously
filed as Exhibit 10.50)
|--------- | ---------------------------------------------------------------------------------------------------------

|10.51(10) | Employment Agreement by and between the Company and James Ford (previously filed
as Exhibit 10.51)
|--------- | --------------------------------------------------------------------------------------------------

|10.52(11) | Employment Agreement by and between the Company and Jeremy Norman dated February
8, 2005 (previously filed as                   Exhibit 10.1)
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------

|10.53(11) | Employment Agreement by and between the Company and Daniel M. Solberg dated March
1, 2005 (previously filed as                   Exhibit 10.2)
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------

|10.54(11) | Employment Agreement by and between the Company and James Ford dated March 1,
2005 (previously filed as Exhibit 10.3)
|--------- | ---------------------------------------------------------------------------------------------------------------------

|10.55(11) | Employment Agreement by and between the Company and Gary Harris dated March 1,
2005 (previously filed as Exhibit                   10.4)
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------

|10.56(13) | Purchase and Settlement Agreement among the Neptune Society, Inc., BG Capital
Group, Ltd., CapEx, L.P., Bow River                   Capital Fund, L.P. and Bow River
Capital Fund II, L.P. dated July 12, 2005
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1 | Section 302 Certificates of Chief Executive Officer
|---- | ---------------------------------------------------

|31.2 | Section 302 Certificates of Chief Financial Officer
|---- | ---------------------------------------------------

|32.1 | Section 906 Certificates of Chief Executive Officer
|---- | ---------------------------------------------------

|32.2 | Section 906 Certificates of 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-K (for           the period ended December 31, 2001) on
April 2, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(4) |  | Previously
filed on           Form 10-K (for the period ended December 31, 2002) on May 1, 2003.
|--- |  | ------------------------------------------------------------------------------------------------

|(5) |  | Previously
filed on Form 10-QSB (for the period ended September 30, 2003) on           August 19,
2003.
|--- |  | -------------------------------------------------------------------------------------------------------

|(6) |  | Previously
filed on Form 10-KSB (for the period ended           December 31, 2003) on March 30,
2004.
|--- |  | -----------------------------------------------------------------------------------------------------

|(7) |  | Previously
filed on Form 10-QSB (for           the period ended March 31, 2004) on May 21, 2004.
|--- |  | ------------------------------------------------------------------------------------------------

|(8) |  | Previously
filed on Form           10-QSB (for the period ended September 30, 2004) on August 13,
2004.
|--- |  | -------------------------------------------------------------------------------------------------------

|(9) |  | Previously
filed on Form 8-K on February 8, 2005
|--- |  | ------------------------------------------------

|(10) |  | Previously
filed on Form           10-KSB (for the period ended December 31, 2004) on March 31, 2005
|---- |  | ----------------------------------------------------------------------------------------------------

|(11) |  | Previously
filed on Form 8-K on April 19, 2005
|---- |  | ----------------------------------------------

|(12) |  | Previously
filed on Form S-8           on May 6, 2005
|---- |  | -----------------------------------------------------

|(13) |  | Previously
filed on Form 10-QSB (for the period ended June           30, 2005) on August 26, 2005
|---- |  | -------------------------------------------------------------------------------------------------

 28 

---

# 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.

|Date:  November 21, 2005 | THE NEPTUNE SOCIETY, INC.(Registrant)

By:  /s/ Jerry Norman     Jerry Norman
       Chief Executive Officer
|------------------------ | ------------------------------------------------------------------------------------------------------------

|Date:  November 21, 2005 | By:   /s/ Daniel M. Solberg
     Daniel M. Solberg
       Chief Financial Officer
|------------------------ | ---------------------------------------------------------------------------------

 29 

---