UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

     For the quarterly period ended June 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                                        59-2492929
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
     of Incorporation)


         4312 Woodman Avenue, Third Floor Sherman Oaks, California 91423
                    (Address of Principal Executive Offices)

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



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



Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the  Exchange  Act during  the past 12 months  (or for such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [ ]   No [ ]

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.  Yes [ ]   No [ ]

State the  shares  outstanding  of each of the  Registrant's  classes  of common
equity, as of the latest practicable date: August 20, 2005:  6,540,105 shares of
common stock

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




<PAGE>


                            THE NEPTUNE SOCIETY, INC
                                  FORM 10 - QSB
                                  June 30, 2005

                                TABLE OF CONTENTS

                                                                            PAGE

PART I.      INTERIM FINANCIAL INFORMATION

     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

     Item 1. Legal Proceedings ...............................................24

     Item 2. Changes in Securities ...........................................24

     Item 3. Defaults Upon Senior Securities .................................27

     Item 4. Submission of Matters to a Vote of Security Holders .............27

     Item 5. Other Information ...............................................27

     Item 6. Exhibits ........................................................28

     Signatures ..............................................................32



                                      - i -

<PAGE>



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:

     o    our  ability  to manage an  increasing  number  of sales  offices  and
          crematories,
     o    our  ability to retain key  management  personnel  and to  continue to
          attract and retain skilled crematory management personnel,
     o    the  effect of state and  federal  regulations  on the death  care and
          pre-need cremation service industry,
     o    changes  in the  death  rate  or  deceleration  of the  trend  towards
          cremation,
     o    availability  and cost of capital  to finance  our growth and meet our
          capital requirements,
     o    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,
     o    our ability to satisfy our debt obligations as they become due, and
     o    general  economic  conditions  that affect the death care and pre-need
          cremation service industry.

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

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

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

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

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


                                     - 1 -
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS


         Consolidated Balance Sheet
         June 30, 2005 (Unaudited)

         Consolidated Statements of Operations (Unaudited)
         Three and Six Months Ended June 30, 2005 and 2004

         Consolidated Statement of Stockholders' Equity
         Six Months Ended June 30, 2005

         Consolidated Statements of Cash Flows (Unaudited)
         Six Months Ended June 30, 2005 and 2004

         Notes to Consolidated Financial Statements (Unaudited)





                                     - 2 -
<PAGE>


                   THE NEPTUNE SOCIETY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                                                                  June 30, 2005
                                                                    (Unaudited)
                                                                  -------------

                ASSETS

Current assets:
  Cash and cash equivalents                                        $ 2,989,556
  Accounts receivable, net of allowance of $250,000                  3,245,511
  Prepaid expenses and other current assets                            128,533
                                                                  -------------
        Total current assets                                         6,363,600
                                                                  -------------

Accounts receivable, net - non current                                 489,985
Property and equipment, net                                            441,067
Names and reputations                                               23,728,178
Deferred financing costs                                               293,648
Preneed trust investments                                           52,904,049
Deferred charges and other assets                                    6,568,284
                                                                  -------------
            Total assets                                          $ 90,788,811
                                                                  =============

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities                         $ 2,893,726
  Income tax payable                                                    98,330
  Current portion of deferred sales tax payable                         56,385
  Current portion of long-term debt                                    120,000
                                                                  -------------
          Total current liabilities                                  3,168,441

Notes payable                                                        9,185,000
Deferred sales tax                                                     613,269
Deferred pre-need revenues                                          18,906,910
Non-controlling interests in funeral trust investments              52,904,049
                                                                  -------------
          Total liabilities                                         84,777,669
                                                                  -------------

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 and 7,064,647 shares issued and
     6,560,105 and 7,064,647 shares outstanding
     at June 30, 2005 and December 31, 2004, respectively                7,099
  Additional paid-in capital                                        33,778,829
  Accumulated deficit                                              (25,125,835)
                                                                  -------------
     Subtotal                                                        8,660,093
  Less: Treasury stock                                              (2,648,951)
                                                                  -------------
           Total stockholders' equity                                6,011,142
                                                                  -------------
            Total liabilities and stockholders' equity            $ 90,788,811
                                                                  =============


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



                                     - 3 -
<PAGE>


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


                                                       Three months ended                 Six months ended

                                                  June 30, 2005  June 30, 2004      June 30, 2005  June 30, 2004
                                                   (Unaudited)    (Unaudited)        (Unaudited)    (Unaudited)

<S>                                                  <C>            <C>               <C>            <C>
Revenue
   Services and merchandise                          $ 6,342,226    $ 5,218,386       $ 12,979,573   $ 10,452,407
   Management and finance fees                           293,513        241,134            580,608        406,228
                                                     ----------------------------     ----------------------------
                   Total revenue                       6,635,739      5,459,520         13,560,181     10,858,635
                                                     ----------------------------     ----------------------------
Costs and expenses                                     1,333,714      1,112,170          2,666,447      2,140,495
                                                     ----------------------------     ----------------------------
Gross profit                                           5,302,025      4,347,350         10,893,734      8,718,140
                                                     ----------------------------     ----------------------------
Sales commissions and obtaining  costs                 2,800,787      1,863,374          5,204,065      3,639,501
                                                     ----------------------------     ----------------------------
Operating Expenses
      Salaries and payroll costs                       1,252,059      1,018,621          2,558,484      2,221,689
      Compensation - stock based                               -              -                  -         28,000
      Premises rent and utilities                        357,226        252,836            639,655        489,093
      Insurance                                          140,327        177,946            298,127        273,042
      Communications                                     138,000        108,549            274,948        209,566
      Other operating services and supplies              503,479        467,991          1,014,164        855,726
      Amortization and depreciation                       37,924         45,653             77,098         96,805
      Professional fees                                  237,191         80,059            355,269        154,879
                                                     ----------------------------     ----------------------------
                   Total operating expenses            2,666,206      2,151,655          5,217,745      4,328,800
                                                     ----------------------------     ----------------------------

Operating profit (loss)                                 (164,968)       332,321            471,924        749,839

Other income (expense)
     Gain (loss) on assets held for disposal                   -        416,352                  -       (176,803)
     Insurance marketing allowances                            -              -                  -      1,901,107
     Trust placement fees                                      -        390,295                  -        530,477
     Separation agreement expense                              -              -           (221,061)             -
     Interest and finance expense                       (263,369)      (897,041)          (477,590)    (1,199,411)
                                                     ----------------------------     ----------------------------
Net (loss) income before income tax                     (428,337)       241,927           (226,727)     1,805,209

Income tax expense-current
      Income tax expense                                       -              -             13,330         60,000
                                                     ----------------------------     ----------------------------
Net (loss) income for the period                      $ (428,337)     $ 241,927         $ (240,057)   $ 1,745,209
                                                     ============================     ============================
Net (loss) income per share (basic)                      $ (0.07)        $ 0.04            $ (0.04)        $ 0.28

Net (loss) income per share (diluted)                    $ (0.07)        $ 0.03            $ (0.04)        $ 0.27

Weighted average numbers of shares outstanding
    (basic)                                             6,550,105      6,837,970          6,634,909      6,312,254

Weighted average numbers of shares outstanding
    (diluted                                            6,550,105      7,033,567          6,634,909      6,505,434

</TABLE>


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



                                     - 4 -
<PAGE>


<TABLE>
                                THE NEPTUNE SOCIETY, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY





                                     Common Stock         Additional                                      Total
                                 Shares       Amount   Paid-In Capital     Treasury      Accumulated    Stockholders'
                                                                                         Deficit         Equity
                              ---------------------------------------------------------------------------------------

<S>                           <C>            <C>         <C>             <C>            <C>               <C>
Balance at December 31, 2004   7,064,637      7,065       33,742,952              -     (24,885,778)      8,864,239

Net Loss                                                                                   (240,057)       (240,057)

Shares issued for:
    Cash                          34,285         34           25,252                                         25,286
    Compensation related to
       stock options                                          10,625                                         10,625
Shares acquired for:
    Separation agreement        (538,817)                                (2,648,951)                     (2,648,951)
                              ---------------------------------------------------------------------------------------
Balance at June 30, 2005       6,560,105    $ 7,099     $ 33,778,829    $(2,648,951)   $(25,125,835)    $ 6,011,142
                              =======================================================================================
</TABLE>


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




                                     - 5 -
<PAGE>

<TABLE>
                                    THE NEPTUNE SOCIETY, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                  PERIOD ENDED

                                                                       June 30, 2005     June 30, 2004
                                                                         (Unaudited)      (Unaudited)
<S>                                                                    <C>               <C>
Cash flows provided by (used in)

Operating Activities
Net (loss) income for the period                                       $ (240,057)       $ 1,745,209
Adjustments to reconcile net (loss) income to
     net cash provided by (used in) operating activities:
          Depreciation and amortization                                    77,098             96,805
          Accretion of discount on notes payable                                -             31,090
          Non-cash interest and amortization of deferred
               finance costs                                               35,103            762,033
          Loss on assets held for disposal                                      -            175,303
          Stock compensation                                               10,625             60,375
          Forgiveness of debt                                                   -            (70,000)
          Compensation expense to be settled by stock                           -           (140,076)
          Deferred sales tax                                               (7,889)           688,781
      Changes in operating assets and liabilities:
          Accounts receivable and accrued revenue                        (919,511)          (490,446)
          Prepaid expenses and other current assets                       (23,210)           (26,943)
           Income tax payable                                              13,330             60,000
          Deferred charges and other assets                              (402,497)            87,488
          Accounts payable and accrued liabilities                        407,337            276,983
          Deferred pre-need revenues                                      605,316           (196,357)
                                                                   ---------------------------------------
           Net cash (used in) provided by operating activities           (444,355)         3,060,245
                                                                   ---------------------------------------
Investing activities
     Proceeds from assets held for disposal                                     -            180,000
     Purchase of names and reputations                                    (35,383)           (10,019)
     Purchase of property and equipment                                  (200,114)           (81,870)
                                                                   ---------------------------------------
           Net cash (used in) provided by investing activities           (235,497)            88,111
                                                                   ---------------------------------------
Financing activities
     Proceeds of common stock issued                                       25,286             18,452
     Purchase of treasury shares                                       (2,648,951)                 -
     Payments on notes payable                                            (85,000)        (7,090,954)
                                                                   ---------------------------------------
     Proceeds from issuance of debt, net                                2,955,763          5,961,980
                                                                   ---------------------------------------
           Net cash provided by (used in) financing activities            247,098         (1,110,522)
                                                                   ---------------------------------------

(Decrease) increase in cash during the period                            (432,754)         2,037,834
                                                                   ---------------------------------------

Cash, beginning of period                                               3,422,310            537,997
                                                                   ---------------------------------------

Cash, end of period                                                   $ 2,989,556        $ 2,575,831
                                                                   ---------------------------------------
</TABLE>



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



                                     - 6 -
<PAGE>


<TABLE>
                                    THE NEPTUNE SOCIETY, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                  PERIOD ENDED

                                                                       June 30, 2005     June 30, 2004
                                                                         (Unaudited)      (Unaudited)
<S>                                                                    <C>               <C>
Supplemental disclosure of cash flow information

   Cash paid during the period for interest                               477,738            437,378

Supplemental disclosure of non-cash investing and
   financing activities

   Stock issued on conversion of debentures                                     -          1,071,653

   Stock issued for deferred financing costs                                    -            280,000

   Stock issued for compensation                                                -             28,000
</TABLE>





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




                                     - 7 -
<PAGE>


                              NEPTUNE SOCIETY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(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 three month period ended June
     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.

          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:



                                     - 8 -
<PAGE>

<TABLE>

                                                            2005              2004
                                                        -----------        ----------
<S>                                                     <C>                <C>
Net income as reported                                  $(240,057)         $1,745,209

Compensation recognized under APB 25                            -                  -

Approximate compensation expense under SFAS 123           (18,000)           (22,000)
                                                        -----------        -----------
Pro forma net income                                     $(258,057)        $1,723,209
</TABLE>


(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 preneed 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
     second quarter 2005 results of operations or cash flows. In future periods,
     the  implementation  of FIN 46R, as it relates to the  consolidation of the
     trust, will affect  classifications  within the balance sheet, statement of
     earnings  and  statement  of  cash  flows,  but  will  have  no  effect  on
     stockholders'  equity,  net cash flow or the  recognition  and reporting of
     revenues or net earnings in the statement of earnings.

          Although  FIN  46R  requires  consolidation  of  the  preneed  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 preneed
     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 earnings  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 preneed  funeral
     merchandise and services trusts are recognized as revenue when the related



                                     - 9 -
<PAGE>

     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 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   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.



                                     - 10 -
<PAGE>

          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.

(5)  Earnings Per Share

          For the three and six month periods ended June 30, 2005,  common stock
     equivalents   for  employee  stock  options  and   convertible   debentures
     (3,682,864 and 3,676,864, respectively) have been excluded from the diluted
     weighted  average  shares  outstanding  because,  due to net losses in both
     periods, their effect was anti-dilutive.

(6)  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


                                     - 11 -
<PAGE>

     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.

          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.

(7)  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


                                     - 12 -
<PAGE>

     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.

(8)  Subsequent Events

          On July 14,  2005,  the BG Capital  Group and NPTI  Acquisition  Corp.
     filed an amended Schedule 13e-3 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.

          During third  quarter  2005,  the Company  began to move its corporate
     headquarters  from Sherman Oaks,  California to Fort  Lauderdale,  Florida.
     Costs incurred  during second quarter 2005 related to the planned move were
     immaterial.  However,  certain  costs  related to the move will be incurred
     during third quarter 2005 and are estimated to be approximately $250,000.


                                     - 13 -
<PAGE>

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:

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

     o    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.


                                     - 14 -
<PAGE>

Results of Operations

THREE  MONTHS  ENDED JUNE 30, 2005  (UNAUDITED)  COMPARED  WITH THE THREE MONTHS
ENDED JUNE 30, 2004 (UNAUDITED)

     The following  discussion  compares our results of operations for the three
months ended June 30, 2005  (Q2-2005) to our results of operations for the three
months ended June 30, 2004 (Q2-2004)

Revenues

     Total  revenue  was  $6,636,000  for  Q2-2005,  up 22% from the  $5,460,000
reported in Q2-2004.

     Revenue from the sale of pre-need contracts led the way,  increasing by 25%
from  $3,625,000 in Q2-2004 to  $4,545,000 in Q2-2005.  $863,000 of the $920,000
increase  in  pre-need  revenues  came as a result of the  addition of seven new
locations since June 30, 2004. The remaining $57,000 increase,  or 2%, came as a
result of increased  sales on a same store basis  (stores open for more than one
year).  Pre-need sales volume was up 22% for the period,  increasing  from 3,761
units sold to 4,605 units sold.  The average  revenue per unit  increased by 2%,
largely  as a result  of  increased  sales of our  worldwide  travel  protection
feature.  The impact of this shift  should  continue  over the  remainder of the
calendar year.

     Revenue from cremation  services was up by 13%, from  $1,594,000 in Q2-2004
to  $1,797,000  in Q2-2005.  This  increase was fueled  primarily by higher case
volume which was up 19% from the prior year.  About half of the increase  volume
is attributed to new locations (open less than one year).  Services revenue from
existing locations, or stores (open more than one year, increased by 6%. Revenue
per case decreased by 3%, mostly as a result of increased  fulfillment cremation
services relative to at-need cases.

     Management and finance fee income was $294,000 in Q2-2005, up from $241,000
in the Q2-2004. 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 pre-need trusts.

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 $222,000, to $1,334,000 for Q2-2005.

     Direct costs  associated  with pre-need  sales  increased  from $94,000 for
Q2-2004 to $223,000  for Q2-2005.  The  increase is the result of 22%  increased
volume in pre-need  contracts  sold, 21% increase in the proportion of contracts
sold with our worldwide travel  protection  feature and an inventory  adjustment
made in 2004.

     Direct costs  associated  with at-need and fulfillment  cremation  services
were up $93,000,  from  $1,018,000  in Q2-2004 to  $1,111,000  in Q2-2005.  This
increase is attributed to increased case volume.


                                     - 15 -
<PAGE>

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  $938,000  from  $1,863,000  for Q2-2004 to
$2,801,000 for Q2-2005. The bulk of the increase,  $733,000,  is associated with
selling and obtaining  costs  relative to new  locations.  Pre-need  selling and
obtaining  costs  connected with existing  locations  were up $161,000,  largely
related to a modest  increase in sales  volume.  $44,000 of the  increase is the
result of new  marketing  initiatives  designed to increase at need service case
volume.

Operating Expenses

     Total operating  expenses  increased by $514,000 to $2,666,000 for Q2-2005.
The bulk of the 24% increase is attributed to our continued growth  initiatives,
including  the  opening of seven new  locations  ($265,000)  and  infrastructure
improvements designed to allow us to grow more effectively in the future.

Operating Profit

     Operating  results showed  $165,000 loss in Q2- 2005 compared with $332,000
gain in Q2-2004.  The decrease in profit is primarily attributed to the increase
in costs  related  to the  opening of seven new  locations  since the end of the
second quarter of 2004.

Other revenue and expenses

     The company  incurred a net expense of $263,000 in other income and expense
in Q2-2005  compared  with net other  expense of $90,000 in Q2-2004.  The second
quarter of 2004 included  income of $390,000 in  non-recurring  trust  placement
fees associated with the trust  conversions  executed during the quarter as well
as $416,000 of non-recurring gain on the disposition of our Iowa location.


SIX MONTHS ENDED JUNE 30, 2005  (UNAUDITED)  COMPARED  WITH THE SIX MONTHS ENDED
JUNE 30, 2004 (UNAUDITED)

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

Revenues

     Total revenue was $13,560,000 for the first six months of 2005, up 25% from
the $10,859,000 reported for the first six months of 2004.

     Revenue from the sale of pre-need contracts led the way,  increasing by 29%
from  $7,212,000  in the first six months of 2004 to $9,270,000 in the first six
months of 2005. Pre-need sales volume was up 32% for the period, increasing from
7,308  units sold to 9,623  units  sold.  About  two-thirds  of the  increase in
revenue and sales volume is associated with the


                                     - 16 -
<PAGE>

addition of seven new  locations  since June 30, 2004.  Revenues  from  existing
locations or stores (open more than one year) were up $687,000 or 10%. We expect
to see more moderate  increases in same store sales in future periods as well as
continued moderate growth in sales volume from new locations (open less than one
year).  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 14%, from $3,241,000 in the first
six months of 2004 to $3,708,000 in the first six months of 2005.  This increase
was fueled primarily 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  (open  less than one year).  The  $309,000  or 10%
increase in services revenue from existing  locations is attributed to increased
pre-need activity and our at need marketing initiatives.

     Management  and finance fee income was  $581,000 in the first six months of
2005, up 43% from $406,000 in the first six 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 pre-need trusts.

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 $526,000,  or 25%, to  $2,666,000  for the six months ended
June 30, 2005.

     Direct costs associated with pre-need sales increased 61% from $297,000 for
the first six months of 2004 to $479,000 for the first six months of 2005.  This
increase  is the result of  increased  volume in  pre-need  contracts  sold with
travel protection.

     Direct costs  associated  with at-need and fulfillment  cremation  services
were up $344,000,  or 19%,  from  $1,843,000  in the first six months of 2004 to
$2,187,000 in the first six months of 2005.  This increase is largely the result
of the 13%  increase  in case  volume.  Direct  costs  also  vary by  geographic
location.

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 $1,564,000 from $3,640,000 for the period ended
June 30, 2004 to $5,204,000  for the period ended June 30, 2005. The bulk of the
increase, $1,116,000,  resulted from selling and obtaining costs associated with
our new locations (open less than one year). Selling and obtaining costs tend to
run  considerably  higher  on a per  sale  basis in our new  locations  than our
experience  in  existing  locations  (open  more  than one  year).  Selling  and
obtaining costs associated with existing locations were up $307,000 but down $24
(from $498) on a per sale basis. While we manage our selling and obtaining costs
very closely, there is no assurance that


                                     - 17 -
<PAGE>

we will be able to continue to reduce or even  maintain  these per sale costs in
future periods. The remainder of the increase,  $141,000,  is associated with at
need cremation services marketing initiatives.

Operating Expenses

     Total operating  expenses increased by $889,000 to $5,218,000 for the first
six months of 2005. The bulk of the 21% net increase in operating  expenses from
the same period last year, or $473,000,  is associated with the opening of seven
new  locations  (open  less than one  year)and  the  continued  improvements  in
infrastructure needed to support our long term growth initiatives.

Operating Profit

     Operating  profits were  $472,000 for the first six months of 2005 compared
with  $750,000  for the first  six  months of 2004.  The  decrease  in profit is
largely  attributed to increased  selling and operating  expenses related to the
opening of new locations (open less than one year).

Other revenue and expenses

     The company  incurred a net expense of $699,000 in other income and expense
for the first six months of 2005 compared with net other income of $1,055,000 in
the first six  months of 2004.  The first six months of 2005  included  $221,000
paid under the terms of a separation  and release  agreement  with the company's
Chief Executive  Officer.  The six months ended June 30, 2004 included income of
$2,432,000  in  non-recurring  trust  placement  fees  and  insurance  marketing
allowances associated with the trust conversions executed during the six 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.

Liquidity and Capital Resources

     Cash and cash  equivalents  totaled  $2,990,000 at June 30, 2005, down from
$3,422,000 at December 31, 2004, a decrease of $432,000.

     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 $444,000 in net cash in operating
activities.  The  section  titled Cash Flows  Provided  By (Used For)  Operating
Activities  for the six months  ended June 30, 2005  reconciles  the net loss of
approximately  $240,000  for the six months  ended June 30, 2005 to the net cash
used in operating activities for the same period of $444,000. Increased accounts
receivable  from  pre-need  sales used  $432,000 in cash,  and accrued  pre-need
revenue and marketing allowances used an additional  $468,000.  Deferred revenue
generated  $605,000  in cash  which was offset by  related  deferred  charges of
$208,000.  Cash was  provided by $407,000 in  increased  accounts  payable.  The
remaining use of cash relates primarily to the opening of new offices.

     Another $235,000 was used in investing  activities.  We purchased  property
and equipment and names and reputations. This compares to $91,000 in acquisition
expenditures  for the first six months of 2004, which were offset by $180,000 in
proceeds from the sale of our Iowa location.



                                     - 18 -
<PAGE>

     $247,000 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 June 30, 2005 we had current assets of approximately  $6,364,000  offset
by current  liabilities of $3,168,000,  for net working capital of approximately
$3,465,000.

Long-term Obligations

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

     o    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,
     o    11% Convertible Debentures with a single scheduled principal repayment
          of $6,000,000 on June 18, 2014 (note that the conversion  feature will
          terminate in connection with the  "short-form"  merger as described in
          Part II), and
     o    Employee  settlement  note with scheduled  payments of $210,000 in the
          period July, 2006 to June 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 -
<PAGE>

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 prearrangements  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 -
<PAGE>

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 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 prearrangements  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.

Travel plan sales - we recognize  revenue related to the sale of travel plans at
the time of sale. We also  concurrently  recognize the premium cost to the third
party carrier obligated to provide the services if required.

Trust placement fees - the Company has 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 -
<PAGE>

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 June 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 six
months  ended June 30, 2005 on one of our  previous  acquisitions.  No amount of
amortization  was required in the opinion of  management  for the quarter  ended
June 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 June 30, 2004 or 2005 as the implied
value of goodwill exceeded its carrying value.

     With the requirement to adopt FASB 142, the Company will no longer amortize
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 -
<PAGE>

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  preneed 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  second  quarter
2005 results of operations or cash flows. In future periods,  the implementation
of  FIN  46R,  as  it  relates  to  the  consolidation  of  trust,  will  affect
classifications within the balance sheet, statement of earnings and statement of
cash flows,  but will have no effect on shareholders'  equity,  net cash flow or
the  recognition  and  reporting of revenues or net earnings in the statement of
earnings.

     Although FIN 46R requires  consolidation of the preneed 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 preneed
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 earnings  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  preneed  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 July 14, 2005, the BG Capital Group and NPTI Acquisition  Corp. filed an
amended  Schedule 13e-3 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.

     During  third  quarter  2005,  the  Company  began  to move  its  corporate
headquarters from Sherman Oaks,  California to Fort Lauderdale,  Florida.  Costs
incurred during second quarter 2005 related to the planned move were immaterial.
However, certain costs related to the move will be incurred during third quarter
2005 and are estimated to be approximately $250,000.


                                     - 23 -
<PAGE>

Item 3:  Controls and Procedures

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

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


                           PART II: OTHER INFORMATION

Item 1.  Legal Proceedings

     Not applicable.

Item 2.  Changes In Securities

     Recent Sales of Unregistered Securities

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

     As  previously  reported  on a Form 8-K filed by the  Company  on April 29,
2005,  on April 25, 2005,  Bow River Capital Fund, LP and Bow River Capital Fund
II, LP tendered a notice of exercise  and  photocopies  of warrant  certificates
representing  194,445 and 472,222 shares of common stock. In connection with the
exercise  notice,  Bow River Capital Fund, LP provided  notice and claim for the
issuance  of 49,680  shares of common  stock and Bow River  Capital  Fund II, LP
provided notice and claim for the issuance of 120,650 shares of common stock, in
each case on a cashless  exercise basis  calculated  based on the current market
price of $4.55 on April 22, 2005 (average of the high and low bid prices) net of
the  $3.00  exercise  price.  The  issuer is  evaluating  whether  the  exercise
constituted a valid  exercise of the warrants as of April 25, 2005. On April 28,
2005,  Bow River Capital Fund, LP and Bow River Capital Fund II, LP tendered the
original  warrant  certificates.  Assuming that the exercise is valid, Bow River
Capital  Fund,  LP and Bow  River  Capital  Fund II, LP would  continue  to hold
warrants exercisable to acquire 48,611 and 118,055 shares, respectively.


                                     - 24 -
<PAGE>


     Also as previously reported on a Form 8-K filed by the Company on April 29,
2005,  on April  25,  2005,  CapEx,  L.P.  tendered  a notice  of  exercise  and
photocopies  of three  warrant  certificates  representing  15,000,  15,000  and
1,000,000  shares of common  stock,  respectively,  each on a cashless  exercise
basis. In connection with the respective exercise notices, CapEx provided notice
and claim for the  issuance  of 4,773  shares of common  stock  each for the two
warrants  representing  15,000  share of common  stock,  each case on a cashless
exercise  basis  calculated  based on the current market price of $4.40 on April
22, 2005 (closing price) net of the $3.00 exercise price,  and 340,659 shares of
common stock for the warrant representing  1,000,000 shares of common stock on a
cashless  exercise basis based on the current market price of $4.55 on April 22,
2005 (average of the high and low bid prices) net of the $3.00 exercise price.

     After  evaluating the exercises as of April 25, 2005, the Company  rejected
their  validity.  On July 12, 2005, BG Capital Group,  Ltd., the Company and the
CapEx Group  entered  into a Purchase and  Settlement  Agreement  regarding  the
disputed  exercises.  Pursuant to such  agreement,  the Company  agreed to issue
500,000  shares of Company  common  stock to the CapEx Group in exchange for the
cancellation of all outstanding  warrants to purchase  Company common stock held
by the CapEx  Group.  Each of the Company and the CapEx Group  agreed to release
the other from any present or future  liabilities  relating to a dispute between
the parties that arose when the CapEx Group tendered a notice of exercise of the
warrants to Neptune,  along with photocopies of the warrants, on April 25, 2005,
the validity of which  exercise  was  rejected by the  Company.  The CapEx Group
agreed to sell the 500,000  shares of Neptune  common stock to BG Capital Group,
Ltd. for an aggregate purchase price of $1,350,000.  Consummation of the sale of
the shares to BG Capital  Group,  Ltd. under each agreement is subject to, among
other things, payment of the respective purchase price amounts of each member of
the CapEx Group,  which is anticipated to occur shortly before the  consummation
of the  Merger.

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

     Purchases of Equity Securities by the Small Business Issuer

     Neither the Company nor the "affiliated purchaser" has purchased any of the
Company's equity securities during the last quarter.

     Affiliate Arrangements

     Set forth  below are  transactions  by the BG  Capital  Group  reported  on
Schedule 13D and Schedule 13e-3.

     On April 7, 2005, BG Capital Group Ltd., a Bahamian  corporation,  Brooklyn
Holdings  LLC,  a  Nevis  limited   liability   company,   and  Robert  Genovese
(collectively,  the "BG Capital  Group") filed an amended  Schedule 13D with the
Securities  and  Exchange  Commission   reporting  that  it  beneficially  owned
5,610,589 shares of our common stock or  approximately  85.78% of our issued and
outstanding  voting  stock  based  on the  number  of  shares  of  Common  Stock
(6,540,105  shares) we reported as  outstanding on March 15, 2005, in our Annual
Report


                                     - 25 -
<PAGE>

on Form  10-KSB for the fiscal  year  ended  December  31,  2004.  According  to
information  disclosed in the amended  Schedule 13D  submitted by the BG Capital
Group,  the BG Capital Group intends to effect a statutory  short-form  cash-out
merger  whereby the BG Capital Group would acquire all of our common stock,  and
each of our minority  shareholders would receive cash in exchange for the shares
of our common stock held by them at a price per share ranging from  $1.139375 to
$2.95.  The BG Capital Group further  disclosed  that the terms of such proposal
were not yet determined  and are dependent on various  factors which had not yet
been fully  analyzed.  The BG Capital  Group also  disclosed  that an investment
banking  firm had been  retained  to  provide a  valuation  of the  Company  for
possible use in  establishing  the purchase price of Company common stock in the
proposed statutory short-form cash-out merger.

     On July 14,  2005,  the BG  Capital  Group and NPTI  Acquisition  Corp.,  a
Florida  corporation  ("NPTI")  (collectively,  the "Filing  Persons")  filed an
amended  Schedule 13e-3 with the Securities  and Exchange  Commission  reporting
information in connection with (a) the privately  negotiated purchase of certain
shares  of  common  stock of the  Company  by the  Filing  Persons,  and (b) the
contemplated short-form merger (the "Merger") of NPTI with and into the Company,
with the Company as the survivor  corporation pursuant to a Plan of Merger to be
adopted by the Board of  Directors of BG Capital,  Ltd.  and NPTI,  whereby each
holder of Company  common stock (other than NPTI) would receive cash in exchange
for each share of Company  common  stock  owned at the time of the  Merger.  The
Filing Persons reported that (i) they held in the aggregate approximately 77% of
Neptune  Society's  shares of outstanding  common stock on a fully diluted basis
assuming exercise of all options, warrants and conversion rights, (ii) they have
agreed to purchase 500,000 shares of Company common stock from CapEx,  L.P., Bow
River Capital Fund, L.P. and Bow River-Capital Fund II, L.P. (the "CapEx Group")
that they will acquire from the exercise of warrants  presently  held by them to
purchase shares of Company common stock,  and (iii) they have agreed to purchase
393,250 additional shares of Company common stock from Company  shareholders and
optionholders  in private  transactions.  The Filing  Persons also reported that
Brooklyn  Holdings,  LLC will  contribute  all of its  shares of and  conversion
rights to Company  common stock to BG Capital  Group,  Ltd.  The Filing  Persons
reported  that  they will own  approximately  93% of the  outstanding  shares of
Company  common stock on a fully  diluted basis after the  contribution  and the
purchases   assuming  the  cashless   exercise  of  the  CapEx  Group  warrants.
Thereafter,  BG Capital  Group,  Ltd.  intends  to cause  NPTI,  a  wholly-owned
subsidiary  of BG Capital  Group,  Ltd., to merge with and into the Company as a
means of  acquiring  all of the other  shares  of  Company  common  stock and to
provide a source of  liquidity to holders of those  shares.  The Company will be
the surviving  entity of the Merger,  with the result that it will be a directly
and wholly-owned  subsidiary of BG Capital Group, Ltd. Upon the effectiveness of
the Merger,  each share of Company  common stock not owned by the Filing Persons
will  automatically  be converted  into the right to receive  $2.68 per share in
cash,  without interest.  Owning more than 90% of the outstanding  shares of the
Company  common  stock,  as described  above,  the Filing  Persons may cause the
Merger  without any vote of the Company's  shareholders.  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 BG Capital Group reported the following transactions in connection with
the proposed Merger:


                                     - 26 -
<PAGE>

     On June 23, 2005, BG Capital Group,  Ltd. entered into Purchase  Agreements
with Jerry Norman,  Digital  Wallstreet Inc. and Barry Maynes.  Pursuant to such
agreements,  BG Capital Group,  Ltd.  agreed to purchase an aggregate of 138,250
shares of Company  common stock from these sellers for a purchase price of $2.68
per share, or $370,510 in the aggregate.  Consummation of the sale of the shares
to BG Capital  Group,  Ltd.  under each  agreement  is subject  to,  among other
things,  payment of the respective purchase price amounts of each seller,  which
is anticipated to occur shortly before the consummation of the Merger.

     On June 23, 2005, BG Capital Group,  Ltd. entered into Purchase  Agreements
with Jerry Norman,  Chuck  Eudaily,  Gary Harris,  Barry Maynes and Dan Solberg.
Pursuant to such  agreements,  these  sellers  agreed to  exercise  all of their
outstanding  options to  purchase  Neptune  common  stock and to sell all of the
shares they receive upon such exercise  (255,000 in the aggregate) to BG Capital
Group,  Ltd.  for a  purchase  price of $2.68  per  share,  or  $683,400  in the
aggregate.  Consummation  of the sale of the  shares to BG Capital  Group,  Ltd.
under  each  agreement  is  subject  to,  among  other  things,  payment  of the
respective purchase price amounts of each seller,  which is anticipated to occur
shortly before the consummation of the Merger.

     The Filing Persons report that the shares purchased through the transaction
described  above and acquired in the Merger will be cancelled upon  consummation
of the Merger.

     During the second quarter of 2004,  the Company  completed a $6,000,000 11%
debenture  financing  with  Brooklyn  Holdings.  Pursuant  to the  terms of that
agreement,  the Company is entitled to convert all or a portion of the principal
amount due under the convertible  debenture into shares of the Company's  common
stock at a  conversion  price of $1.65  per  share  at any  time,  and  Brooklyn
Holdings is entitled  to convert  all or a portion of the  principal  amount due
under the convertible  debenture into shares of the Company's  common stock at a
conversion  price of $1.65 per share at any time after June 18,  2009.  Based on
the amount of outstanding  principal as of June 30, 2005, the debenture could be
converted into 3,636,364  shares of the Company  common stock.  This  conversion
right will terminate upon consummation of the Merger.

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 June 30, 2005.

Item 5.  Other Information

     There is no other information to report for the three months ended June 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.


                                     - 27 -
<PAGE>

Item 6.  Exhibits and Reports On Form 8-K

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

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

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

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

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

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

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

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

10.1(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)


                                     - 28 -
<PAGE>

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 June 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 June 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)

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


                                     - 29 -
<PAGE>

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)

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


                                     - 30 -
<PAGE>

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               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 June 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 June 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 June 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


                                     - 31 -
<PAGE>

                                   SIGNATURES


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


                                       THE NEPTUNE SOCIETY, INC.
                                       (Registrant)



Date:  August 24, 2005                 By:  /s/ Jerry Norman
                                            ----------------------------------
                                            Jerry Norman
                                            Chief Executive Officer






                                     - 32 -