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, 2003

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

For the transition period from ____________ to ________________


                        Commission File Number: 000-31182

                            The Neptune Society, Inc.
        (Exact name of small business issuer as specified in its charter)

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


         4312 Woodman Avenue, Third Floor Sherman Oaks, California 91423
                    (Address of Principal Executive Offices)
                                 (818) 953-9995
              (Registrant's Telephone Number, Including Area Code)


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

State the  shares  outstanding  of each of the  Registrant's  classes  of common
equity, as of the latest practicable date: August 13, 2003:  5,773,205 shares of
common stock

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



<PAGE>


                            THE NEPTUNE SOCIETY, INC
                                  FORM 10 - QSB

                                TABLE OF CONTENTS

PART I. INTERIM FINANCIAL INFORMATION                                       PAGE
                                                                            ----

 Item 1.  Consolidated Balance Sheets
          June 30, 2003 (Unaudited) and December 31, 2002 (Audited)            1

          Consolidated Statements of Operations (Unaudited)
          Six and Three Months Ended June 30, 2003 and 2002                    2

          Consolidated Statements of Cash Flows (Unaudited)
          Six and Three Months Ended June 30, 2003 and 2002                    3

          Notes to Consolidated Financial Statements (Unaudited)               4

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

 Item 3.  Controls and Procedures                                             17

PART II.  OTHER INFORMATION

 Item 1.  Legal Proceedings                                                   17

 Item 2.  Changes in Securities                                               18

 Item 3.  Defaults Upon Senior Securities                                     20

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

 Item 5.  Other Information                                                   21

 Item 6.  Exhibits and Reports on Form 8-K                                    22

 Signatures                                                                   25



                                       i

<PAGE>


                                Explanatory Note

     Prior to the  quarterly  report on Form 10-QSB for the quarter  ended March
31, 2003, The Neptune Society,  Inc. (the "Company",  "Neptune  Society",  "we",
"our",  or "us" as the context  requires)  filed annual reports on Form 10-K and
quarterly  reports on Form 10-Q.  During each of the last two  completed  fiscal
years,  the Company has met all of the criteria for a small business  issuer and
has elected to file its annual  reports on Form 10-KSB and quarterly  reports on
Form 10-QSB.

                    Note Regarding Forward Looking Statements

     This  Report  contains   forward-looking   statements,   including  without
limitation,   statements  that  include  the  words  "anticipates,"  "believes,"
"estimates" and "expects" and similar expressions and statements relating to our
strategic  plans,  capital  expenditures,  industry  trends  and  our  financial
position. Such forward-looking statements reflect our current views with respect
to  future  events  and  are  subject  to  certain  risks,   uncertainties   and
assumptions, including, but not limited to:

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

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

     o    State and federal regulations,

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

     o    Availability  and  cost  of  capital,

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

     o    General industry and economic conditions.

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

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

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



                                       ii
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS



                              NEPTUNE SOCIETY, INC.
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
                                                                      June 30,       December 31,
                                                                        2003            2002
                                                                    ------------    ------------
                                                                     (Unaudited)     (Audited)
<S>                                                                 <C>             <C>
                            ASSETS                                         $               $
Current assets:
  Cash                                                              $    412,147    $    775,966
  Accounts receivable, net                                             2,010,470       1,818,162
  Prepaid expenses and other current assets                              188,230         106,642
                                                                    ------------    ------------
        Total current assets                                        $  2,610,847    $  2,700,770
                                                                    ------------    ------------
Accounts receivable, net - non current                                   226,444         252,305
Property and equipment, net                                              423,081         520,759
Names and reputations                                                 24,397,696      24,397,696
Deferred financing costs                                                 458,351         810,347
Deferred charges and other assets                                      6,995,068       6,963,738
                                                                    ------------    ------------

                                                                    $ 35,111,487    $ 35,645,615
                                                                    ============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                          $  2,397,168    $  2,688,839
  Current portion of long-term debt                                    2,150,847       2,357,265
                                                                    ------------    ------------

          Total current liabilities                                 $  4,548,015    $  5,046,104
                                                                    ------------    ------------

Notes payable                                                          6,854,757       6,754,965
Other long-term liabilities                                              450,000         389,662
Deferred pre-need revenues                                            19,812,434      19,702,742
Liabilities to be settled by issue of shares                             258,425         260,525
Stockholders' equity:
  Preferred stock, $.001 par value, 10,000,000 shares authorized,
    none issued or outstanding                                              --                --
  Common stock, $.001 par value, 75,000,000 shares authorized,
    5,173,205 and 4,280,423 shares issued and outstanding at
    June 30, 2003 and December 31, 2002, respectively                      5,173           4,280

  Additional paid-in capital                                          31,740,697      31,072,881
  Accumulated deficit                                                (28,558,014)    (27,585,544)

           Total stockholders' equity                                  3,187,856       3,491,617
                                                                    ------------    ------------

                                                                    $ 35,111,487    $ 35,645,615
                                                                    ============    ============
</TABLE>




See accompanying notes to the consolidated financial statements



                                       1
<PAGE>



                                            NEPTUNE SOCIETY, INC.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>

                                                 THREE MONTHS ENDED          SIX MONTHS ENDED
                                               June 30,      June 30,       June 30,      June 30,
                                                 2003          2002          2003           2002
                                              (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
                                              ----------    ----------    ----------    ----------
                                                   $             $             $             $
                                              ----------    ----------    ----------    ----------
<S>                                            <C>           <C>           <C>           <C>
Revenue
   Services and merchandise                    4,718,809     2,942,034     9,274,913     5,453,368
   Management and finance fees                   186,009       173,364       409,030       438,884
                                              ----------    ----------    ----------    ----------
                   Total revenue               4,904,818     3,115,398     9,683,943     5,892,252
                                              ----------    ----------    ----------    ----------
Costs and expenses                             1,039,782     1,333,252     2,159,796     2,445,004
                                              ----------    ----------    ----------    ----------
Gross profit                                   3,865,036     1,782,146     7,524,147     3,447,248
                                              ----------    ----------    ----------    ----------
Sales commissions and obtaining  costs         1,354,033       586,794     2,569,791     1,090,244
                                              ----------    ----------    ----------    ----------
Operating Expenses
      Salaries and payroll costs                 907,109       652,915     1,888,982     1,368,096
      Compensation -stock based                  103,677        81,058       322,977       156,058
      Premises rent and utilities                226,911       195,641       448,850       362,850
      Insurance                                  143,668       102,147       257,948       197,359
      Communications                              68,687        54,685       215,444       133,843
      Other operating services and supplies      645,049       610,259     1,148,283     1,077,831
      Amortization and depreciation               52,860        55,695       105,720       131,790
      Professional fees                          129,495       197,964       222,684       373,081
      Employee settlements                             0                     296,484
                                              ----------    ----------    ----------    ----------
                   Total operating expenses    2,277,456     1,950,364     4,907,372     3,800,908
                                              ----------    ----------    ----------    ----------
Operating profit (loss)                          233,546      (755,012)       46,984    (1,443,904)
      Interest and finance expense               482,215       616,425     1,019,453     1,115,589
                                              ----------    ----------    ----------    ----------
Net loss for the period                         (248,669)   (1,371,437)     (972,469)   (2,559,493)
                                              ==========    ==========    ==========    ==========


Loss per share - Basic and Diluted                 (0.05)        (0.35)        (0.20)        (0.84)

Weighted average numbers of shares             5,157,447     3,865,153     4,794,289     3,038,271
</TABLE>



        See accompanying notes to the consolidated financial statements.



                                       2
<PAGE>

                                NEPTUNE SOCIETY, INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
                                                                           SIX MONTHS ENDED
                                                                      June 30,       December 31,
                                                                        2003            2002
                                                                    ------------    ------------
                                                                     (Unaudited)     (Audited)
<S>                                                                 <C>             <C>


Cash flows provided by (used in)

Operating Activities
Net loss for the period                                             (972,469)   (2,559,493)
Adjustments to reconcile net loss to
     net cash provided by operating activities:
          Depreciation and amortization                              105,720       131,790
          Accretion of discount on notes payable                      88,259        50,210
          Non-cash interest and amortization of deferred
               finance costs                                         512,948       637,148
          Stock compensation                                          86,250       156,048
          Compensation expense to be settled by stock                309,002
          Compensation expense deferred                              180,338
          Changes in operating assets and liabilities:
          Accounts receivable                                       (166,447)     (466,909)
          Prepaid expenses and other current assets                  (81,588)     (101,952)
          Deferred charges and other assets                          (31,330)   (1,002,762)
          Accounts payable and accrued liabilities                  (261,544)     (201,874)
          Deferred pre-need revenues                                 109,692     3,953,287
                                                                  ----------    ----------
            Net cash (used in) provided by operating activities     (121,169)      595,493
                                                                  ----------    ----------
Investing activities
     Acquisitions, net of cash acquired                                            (10,240)
     Purchase of property and equipment                               (8,042)      (98,424)
                                                                  ----------    ----------
           Net cash used in investing activities                      (8,042)     (108,664)
                                                                  ----------    ----------

Financing activities
     Proceeds of common stock issued                                 200,000     1,500,000
     Payments on notes payable                                      (434,607)   (1,513,217)
     Proceeds from issuance of debt, net                                           200,000
                                                                  ----------    ----------
           Net cash provided by (used in) financing activities      (234,607)      186,783
                                                                  ----------    ----------

(Decrease) increase in cash in the period                           (363,818)      673,612
                                                                  ----------    ----------
Cash, beginning of period                                            775,966       213,219
                                                                  ----------    ----------
Cash end of period                                                   412,148       886,831
                                                                  ==========    ==========
Supplemental disclosure of cash flow information

   Cash paid during the period for Interest                          418,246       428,241

Non-cash investing and financing activities in the period
   Stock issued to settle deferred compensation                      311,102
   Stock issued in payment of accrued interest on notes payable       41,230       116,035
   Stock issued in settlement of accounts payable                     30,127
</TABLE>



        See accompanying notes to the consolidated financial statements



                                       3
<PAGE>

THE NEPTUNE SOCIETY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(1)  Basis of Presentation

          These  unaudited  interim  financial  statements have been prepared in
     accordance with the instructions to SEC Form 10 - QSB. Accordingly, certain
     information  and  footnote   disclosures  normally  included  in  financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been condensed or omitted  pursuant to such  instructions.
     These unaudited financial statements should be read in conjunction with the
     audited  financial  statements and notes thereto  included in the Company's
     annual report on Form 10 - K for the year ended December 31, 2002.

          In the opinion of the Company's management, all adjustments considered
     necessary for a fair  presentation  of these  unaudited  interim  financial
     statements  have been  included  and all such  adjustments  are of a normal
     recurring nature. Operating results for the six month period ended June 30,
     2003 are not necessarily indicative of the results that can be expected for
     the year ended December 31, 2003.

(2)  Liquidity

          As  of June 30, 2003 the  Company  has a working  capital  deficit  of
     approximately $1.9 million,  including the remaining balance of acquisition
     debt of approximately  $1.8 million.  Subsequent to the balance sheet date,
     the company completed a restructuring  agreement with its debenture holders
     to obtain  $1.5  million  in  advances  for the  purpose  of  retiring  the
     acquisition  debt. The balance of $300,000 to retire the  acquisition  debt
     was paid  from  cash on hand.  The  terms  of the  restructuring  agreement
     reduces the  Company's  debt  payments to $125,000  per month over the next
     twelve months, with a minimum additional principal repayment of $250,000 at
     December 31, 2003.  Management  believes this subsequent  refinancing  (See
     Note 7) adequately  addresses  the working  capital  deficiency  previously
     existing at June 30, 2003.

(3)  Comparative Figures

          On January 1, 2003 the Company implemented a full merchandise delivery
     policy for new pre-need  contracts  sold in all  locations  except in three
     States  where  merchandise   delivery  under  pre-need   contracts  is  not
     permitted. The effect of this revised business practice is that all revenue
     relating to merchandise sold and delivered and administrative  fees charged
     under pre-need  contracts is recognized as revenue at the time the pre-need
     contracts are sold in all locations  except in those three States.  For the
     comparative  three and six month periods ended June 30, 2002, the Company's
     merchandise sales policy did not meet the


                                       4
<PAGE>



     revenue   recognition   criteria  under   generally   accepted   accounting
     principles, and accordingly merchandise sales revenue was deferred together
     with the related sales  commissions  paid, until the cremation  service was
     provided.

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

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

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

(4)  Stockholder's Equity

     (a)  Stock Issued in the Six Months Ended June 30, 2003:

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

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

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

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

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

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


                                       5
<PAGE>

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

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

     (c)  Pro forma compensation expense for stock options

               Pro forma  information  regarding  the  effect on  operations  as
          required  by SFAS 123 and SFAS  148,  has  been  determined  as if the
          Company had  accounted  for its employee  stock options under the fair
          value  method  of that  statement.  Pro  forma  information  using the
          Black-Scholes  method  at the date of grant is based on the  following
          assumptions:

                        Expected life -- 3 Years

                        Risk - free interest rate -- 1.5%

                        Dividend yield -- -0-

                        Volatility -- 21%

               This option  valuation model requires input of highly  subjective
          assumptions.   Because  the  Company's  employee  stock  options  have
          characteristics  significantly different from those of traded options,
          and because changes in the subjective input assumptions can materially
          affect the fair value estimate,  in management's opinion, the existing
          model does not  necessarily  provide a reliable single measure of fair
          value of its employee stock options.

               For  purposes of SFAS 123 pro forma  disclosures,  the  estimated
          fair value of the options is  amortized  to expense  over the option's
          vesting period. The Company's pro forma information is as follows:

                Net loss as reported                           $(972,469)
                Compensation recognized under APB 25                   0
                Compensation expense under SFAS 123               (3,450)
                                                               ----------
                Proforma net loss                              $(975,919)
                                                               ==========



                                       6
<PAGE>

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

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

          The Company entered into agreements to retain the services of five key
     officers and executives  through January and February 2006. The agreements,
     which are substantially similar,  provide for total annual base salaries of
     $721,000 to $747,000 in each of the upcoming 3 years,  with minimum  annual
     bonuses  averaging 19% of base salaries,  such bonuses  payable in stock or
     cash at the option of the Board of  Directors.  The Company  may  terminate
     each of the agreements by the payment of 4 to 6 months' salary.

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

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

(6)  Comparative figures

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

(7)  Subsequent Financing and Restructuring of 13.0% Debentures

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



                                       7
<PAGE>

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

          Amended  payments of principal  under the additional and  restructured
     debentures are as follows:

                2003            $477,536
                2004          $1,680,371
                2005          $1,855,284
                2006          $2,516,860
                2007            $852,189
                              ----------
                              $7,382,240
                              ==========




                                       8
<PAGE>

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

                                    Overview

     The Neptune  Society,  Inc., is the holding company for the Neptune Society
of America, Inc., a California corporation.  Neptune Society of America, Inc. is
the holding company for Neptune Management Corp.,  Heritage  Alternatives,  Inc.
and Trident  Society,  Inc.,  which are engaged in marketing  and  administering
Pre-Need  and  At-Need  cremation  services in  Arizona,  California,  Colorado,
Florida,  Illinois, Iowa, New York, Oregon and Washington. We also operate three
crematories  and licensed  holding  facilities in Los Angeles,  California;  one
licensed  holding  facility in Ventura,  California;  one crematory and licensed
holding  facility in Ankeny,  Iowa;  and one  crematory  and a licensed  holding
facility in Spokane,  Washington.  We provide cremation services in the areas we
own  crematories.  We use the  services of qualified  and  licensed  third-party
crematories and holding facilities in locations that we do not own crematories.

     Our Pre-Need  program is designed to eliminate  some of the  emotional  and
financial burdens  associated with death by allowing  individuals to pre-arrange
cremation  services at a  guaranteed  fixed  price.  We offer the same  standard
Pre-Need Plan in all the states that we conduct business.

A Neptune Society Pre-Need Plan consists of the following:

     Merchandise:  At the time of sale, we deliver a Neptune  Information  Book,
personalized  Neptune  registration  portfolio,  membership  card and  specially
designed Neptune urn.

     Administrative  Services:  At the time of sale,  we also  provide  services
related to the  administration of the Pre-Need Plan,  including  registering the
member on our permanent database and processing documents related to third party
administration, accounting and record delivery.

     Cremation Services: At the time of death, we provide the basic professional
services of a funeral  director  and staff,  the  cremation  and  related  items
required for the cremation.


New Sales Policy for Pre-need Merchandise Sales

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




                                       9
<PAGE>

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

     Effective  January 1, 2003,  we  implemented  a full  merchandise  delivery
policy for new pre-need  arrangement  contracts sold in all locations  except in
the States of Florida,  Illinois and New York. In all Sates except the above, we
now irrevocably deliver to the purchaser at the time of sale all the merchandise
purchased in connection with the contract.  The effect of this revised  business
practice is that the selling price of all  merchandise  sold in connection  with
pre-need  contracts,  together  with  administrative  charges  for set-up of the
contract,  are  recognized  as revenue in  accordance  with  generally  accepted
accounting  policies at the time the contract is entered into.  Also,  all sales
commissions  paid relating to the obtaining of such  contracts are recognized as
expense when the revenue  associated  with such contract is  recognized,  rather
than being deferred until fulfillment.  On average with our members, the sale of
the contract is approximately 13 years prior to fulfillment of our obligations.

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

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

Results of Operations

Three Months ended June 30, 2003  compared  with the Three Months ended June 30,
2002

The following discussion compares our results of operations for the three months
ended June 30, 2003 to our results of operations for the three months ended June
30, 2002.

Revenues

Total  revenue  was  approximately  $4,905,000  in the  second  quarter  of 2003
compared  with  $3,115,000  for the second  quarter  of 2002,  and  increase  of
approximately $1,790,000.

The increase was attributable mainly to our delivering  ownership and possession
of  purchased  merchandise  to our  pre-need  customers  at the time of sale and
recognizing in income the related proceeds and  administrative  handling charges
commencing  January  1,  2003  in all  but  three  States.  Under  our  previous
merchandise delivery policy in effect in 2002, the merchandise was not delivered
until the actual cremation services contracted for were performed, and therefore
the revenue  received was deferred.  We recognized  $1,983,000 in revenue on the
sale of pre-need  contracts in the three months ended June 30, 2003, which would
have been deferred as to recognition if title and possession of the  merchandise
had not been delivered,  as was the case in the  comparative  three months ended
June 30, 2002. The number of pre-need  contracts signed in the second quarter of
2003 was down 14%,  which we attribute to the tension of war with Iraq resulting
in unwillingness of people to make  appointments  with us to review our product,
and the effect of a price increase we announced in December 2002.

Revenue from cremation  services and previously  deferred  merchandise sales was
$2,049,000 in the second quarter of 2003 compared with  $2,125,000 in the second
quarter of 2002, a decrease of 4%.

Travel plan revenue was $687,000 in the second  quarter of 2003  compared with $
746,000 in the second  quarter of 2002,  a decrease of $59,000 or 8%. We believe
our members and  prospective  members  have a diminished  inclination  to travel
extensively due to global terrorist  threats and world tensions of recent years.
We do not  consider it possible to  determine  whether  this will be an on going
trend  affecting  the sales of this  revenue  component,  we do note that travel
sales have trended towards 2002 levels recently.



                                       10
<PAGE>

Management  and  finance fee income was  $135,000 in the second  quarter of 2003
compared with $173,000 in the second  quarter of 2002.  This decrease of $38,000
or 22% is due to continuing  reduced  yields on our trust funds as a consequence
of lower interest yield on maturing investments.


Costs and Expenses and Gross Profit

Direct costs and  expenses  relate to the  providing of at-need and  fulfillment
cremation  services,  and the costs of travel  plan  premiums,  and  merchandise
delivered. Total direct costs and expenses were approximately $1,040,000 for the
three months ended June 30, 2003 compared with $1,333,000 for the second quarter
of 2002.

We had reduced premium costs of approximately  $78,000 for the second quarter of
2003 compared with the second  quarter of 2002 due to our retaining a lower cost
provider.

The cost of our cremation  services  decreased by $291,000 in the second quarter
of 2003 compared with the same period of 2002.  The majority of this decrease is
attributable  to  increased  operating  efficiencies  realized.  The  number  of
cremations  we  performed  in the second  quarter of 2003 was  approximately  3%
higher than in the second quarter of 2002.

Direct  costs  of  merchandise  increased  by  $80,000  due to our  practice  of
delivering merchandise to pre-need contract holders in 2003.

Gross profit was  $3,865,000  or 79% of total  revenue in the three months ended
June 30, 2003  compared  with  $1,782,000  or 57% of total revenue for the three
months ended June 30,  2002.  The increase in gross profit was due mainly to our
being able to recognize revenue from the sale of merchandise now delivered under
pre-need  arrangements  beginning  January 1, 2003 as discussed  above under the
heading "Revenues".

Selling and obtaining costs

Selling and costs of  obtaining  pre-need  arrangement  contracts  increased  to
$1,354,000  for the three months ended June 30, 2003 from $587,000 for the three
months ended June 30, 2002, an increase of $767,000. Of this increase,  $647,000
represents sales commissions now recognized  immediately on the sale of pre-need
contracts under our new merchandise  policy.  In previous fiscal periods,  sales
commissions were deferred along with the related  merchandise  revenue.  We also
incurred an  additional  $120,000 in selling and  obtaining  costs in the second
quarter ended June 30, 2003 over the same period in 2002, attributable mainly to
increased  competition  and  costs  of  obtaining  sales  leads  from  potential
customers in an uncertain economic period.

Operating Expenses

Salaries  and  payroll  costs  for the three  months  ended  June 30,  2003 were
$907,000  compared with $653,000 for the comparable  period in 2002, an increase
of $254,000 or 39%. The increased costs are attributable to our staffing two new
locations in the second half of 2002.  We also added  management  level staff at
our corporate office during that period.

Stock based  compensation  increased  to $104,000 in the second  quarter of 2003
from  $81,000 in the second  quarter of 2002,  an  increase of $23,000 due to an
increased portion of executive compensation payable in stock.

Professional  fees  were  $129,000  for the three  months  ended  June 30,  2003
compared to $198,000 for the three  months ended June 30, 2002.  The decrease is
primarily due to our efforts to reduce our reliance on professional  advisors by
undertaking a number of administrative duties in-house for the second quarter of
2003.

Total operating expenses were $2,277,000 for the second quarter of 2003 compared
with  $1,950,000  for the second  quarter of 2002.  The  increase  in  operating
expenses of $327,000 or 17% relates primarily to the reasons described above.




                                       11
<PAGE>

Interest and finance expense

Interest  expense was $482,000 in the three months ended June 30, 2003  compared
with  $616,000 for the  comparable  period of 2002,  for a decrease of $134,000.
Interest and finance expense  decreased as a consequence of the restructuring of
a number of long term liabilities during 2002.

Net Loss

Net loss was $248,000  ($0.05 per share) for the second quarter of 2003 compared
with  $1,371,000  ($0.35 per share) for the second quarter of 2002. The net loss
relates to the reasons described above.


Six Months ended June 30, 2003 compared with the Six Months ended June 30, 2002.

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

Revenues

     Total  revenue was  approximately  $9,684,000  for YTD 2003  compared  with
$5,892,000 for YTD 2002, an increase of approximately $3,792,000.

     The  increase  was  attributable  mainly to our  delivering  ownership  and
possession  of purchased  merchandise  to our pre-need  customers at the time of
sale and recognizing in income the related proceeds and administrative  handling
charges commencing  January 1, 2003 in all but three States.  Under our previous
merchandise delivery policy in effect in 2002, the merchandise was not delivered
until  the  actual  cremation  services   contracted  for  were  performed  and,
therefore,  the revenue  received was  deferred.  The following  table  provides
information  related to the amount of revenue  recognized  to the total value of
pre-need contracts obtained in the two periods:



                                       12
<PAGE>

                                                 Six Months Ended at June 30,
                                                  2003               2002
                                             --------------      --------------
Total pre-need contracts                        $4,714,000         $4,673,000

Deduct: Pre-need Contracts deferred
(Net of fulfillments)                            ($942,000)       ($4,673,000)
                                             --------------      --------------
Pre-need revenue recognized                     $3,772,000         $       --


     In the first six months of 2003 we recorded  pre-need revenue of $3,772,000
compared with $-- for the  comparable  first six months of 2002, for an increase
of $3,772,000.

     The number of pre-need  contracts signed in YTD 2003 was down 14%, which we
attribute to the tension of war with Iraq resulting in  unwillingness  of people
to make  appointments  with us to review our  product  and the effect of a price
increase we announced in December  2002.  The gross value of pre-need  contracts
obtained was up 1% in YTD 2003 over YTD 2002,  which is  attributed  to a higher
per contract sales price.

     Revenue from cremation services and previously  deferred  merchandise sales
was $4,118,000 in the six months ended June 30, 2003 compared with $4,061,000 in
the six month ended June 30,  2002,  an increase of $57,000 or 1%. The number of
cremations we performed was up 7% in YTD 2003 over YTD 2002.

     Travel plan  revenue was  $1,385,000  in the six months ended June 30, 2003
compared  with  $1,484,000  in the six months ended June 30, 2002, a decrease of
$99,000 or 7%. We believe  this  decrease  was  attributable  to our members and
prospective  members diminished  inclination to travel extensively due to global
terrorist  threats  and world  tensions  of recent  years.  We cannot  determine
whether  this will be an on going  trend  affecting  the  sales of this  revenue
component,  however,  we note that travel sales have trended towards 2002 levels
recently.

     Management  and finance fee income was $409,000 in YTD 2003  compared  with
$439,000  in YTD 2002.  This  decrease  of  $30,000  or 7% is due to  continuing
reduced  yields on our trust funds as a consequence  of lower  interest yield on
maturing investments.

Costs and Expenses and Gross Profit

     Direct  costs  and  expenses   relate  to  the  providing  of  at-need  and
fulfillment  cremation  services  and the  costs of  travel  plan  premiums  and
pre-need   merchandise   delivered.   Total  direct  costs  and  expenses   were
approximately  $2,160,000  for the six months ended June 30, 2003  compared with
$2,445,004 for the six months ended June 30, 2002, a decrease of $285,000.



                                       13
<PAGE>

     Travel plan premium  costs were  approximately  $190,000  less for YTD 2003
compared  with YTD 2002,  due to fewer  sales of travel  plans  during  YTD 2003
compared with YTD 2002 and our selecting a lower cost provider.

     The cost of our cremation  services  decreased by $316,000 in the first six
months of 2003  compared  with the same period of 2002,  or 15%. The majority of
this decrease is attributable to increased operating  efficiencies realized. The
direct cost of  cremation  service in the six months ended June 30, 2003 was 53%
of revenue, compared with 64% of revenue for the comparable period in 2002.

     Direct  costs of  merchandise  increased by $221,000 due to our practice of
delivering merchandise to pre-need contract holders in 2003.

     Gross profit was $7,524,000 or 78% of total revenue in the first six months
of 2003 compared with 58% of total revenue for the first six months of 2002. The
increase  in gross  profit was due mainly to the change in revenue  mix  arising
from our ability to recognize revenue from the sale of merchandise now delivered
under pre-need  arrangements  beginning January 1, 2003 as discussed above under
the heading "Revenues".

Selling and Obtaining Costs

     Selling and costs of obtaining pre-need arrangement  contracts increased to
$2,570,000  in the six months  ended June 30, 2003 from  $1,090,000  for the six
months  ended June 30,  2002,  an  increase  of  $1,480,000.  Of this  increase,
$1,260,000  represents sales commissions now recognized  immediately on the sale
of pre-need  contracts under our new merchandise  delivery  policy.  In previous
fiscal  periods,  sales  commissions  paid were deferred  along with the related
merchandise  revenue.  We also  incurred an  additional  $220,000 in selling and
obtaining  costs in YTD 2003 over YTD 2002, or an increase of 4% on all pre-need
sales contracts due to increased  competition and costs of obtaining sales leads
from potential customers in an uncertain economic period.

Operating Expenses

     Salaries  and  payroll  costs for the six months  ended June 30,  2003 were
$1,889,000  compared with  $1,368,000 for the six months ended June 30, 2002, an
increase  of  $512,000  or 38%.  The  increased  costs are  attributable  to our
staffing  two new  locations  opened in the second  half of 2002.  We also added
management level staff at our corporate office during that period.

     Stock  based  compensation  increased  to  $323,000  in the YTD  2003  from
$156,000 in YTD 2002, an increase of $167,000.  This is mainly  attributable  to
the value of $81,250 and $35,750  assigned to shares issuable under the terms of
new  employment  and  consulting  agreements,  and for  services  rendered  by a
Director and compensation committee member respectively.



                                       14
<PAGE>

     Amortization   and   depreciation   expense  was  $105,000  and   $132,000,
respectively,  for the six months ended June 30, 2003 and 2002.  The decrease in
amortization and  depreciation  expense resulted mainly from the cost of certain
non-compete agreements being fully amortized at the end of the 2002 fiscal year,
and therefore no longer subject to amortization.

     Professional  fees were  $223,000  for the six months  ended June 30,  2003
compared to $373,000  for the six months  ended June 30,  2002.  The decrease of
$150,000  or 40.2% is  primarily  due to our  efforts to reduce our  reliance on
professional  advisors by undertaking a number of administrative duties in-house
during YTD 2003.

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

     Total operating  expenses were $4,907,000 for the six months ended June 30,
2003  compared  with  $3,801,000  for the six months  ended June 30,  2002.  The
increase in operating  expenses of  $1,106,000  or 29% relates  primarily to the
reasons described above.

Interest and Finance Expense

     Interest and finance expense was $1,019,000 in the first six months of 2003
compared with $1,116,000 for the same period in 2002, for a decrease of $96,000.
Interest and finance expense  decreased as a consequence of the restructuring of
a number of long term liabilities during 2002. Net Loss

     We had an  operating  profit of $47,000 in the six month  period ended June
30, 2003,  compared to an operating  loss of  $1,443,900  for the same period in
2002. Net loss was $972,000  ($0.20 per share) for the six months ended June 30,
2003 compared  with net loss of $2,559,000  ($0.84 per share) for the six months
ended June 30, 2002. The net loss relates to the reasons described above.

Liquidity and Capital Resources

     This section should be read in conjunction with our consolidated  financial
statements included under Item 1., Financial  Statements,  and in particular the
Consolidated Statements of Cash Flows. The section titled Cash Flows provided by
(Used In) Operations  for the six months ended June 30, 2003  reconciles the net
loss for the period of $972,469 to the net cash used in operating activities for
the same period of ($121,169). There were no significant investing activities in
the six  months  ended  June  30,  2003.  Financing  activities  in the  quarter
consisted of our raising $200,000 by a private placement issue of our stock, and
the retirement of approximately $435,000 in acquisition debt and other long-term
debt. Our cash position  decreased by  approximately



                                       15
<PAGE>

$364,000 in the six months  ended June 30, 2003,  from  $776,000 at December 31,
2002 to $412,000 at June 30, 2003.

     At June 30, 2003 we had current  assets of  $2,611,000,  offset by accounts
payable and accrued  liabilities of approximately  $2,397,168.  During the first
six months of 2003,  we improved  our net  working  capital,  calculated  before
current maturities of debt, by approximately  $200,000. We had a working capital
deficit of approximately $1,937,000 at June 30, 2003.

     Our only internal  sources of liquid assets are cash flows from operations.
We have no standby  line of credit,  nor have we been able to make  arrangements
for such line of credit. We have no external sources of liquid assets.

     The current  portion of long-term debt of $2,150,847  includes  $1,800,000,
which was due on July 31, 2003 under  the  terms of  promissory  note  issued in
connection with our  acquisition of the Neptune Group.  See "Item 1". Business -
Neptune Society  Acquisitions - Neptune Group  Acquisitions"  in our Form 10 - K
for year ended December 31, 2002 filed with the Securities  Exchange  Commission
on May 1, 2003.

     Subsequent  to June 30,  2003,  by an  agreement  dated July 31,  2003 with
Capex,  LLP of Denver,  Colorado,  we borrowed  $1,500,000  for the  purposes of
making the final payment of $1.8 million in acquisition debt related to its 1999
purchase of the Neptune Society business,  the remaining  $300,000 was paid from
working  capital.  In  connection  with the debt  financing,  the  Company  also
restructured  its  obligations  under  certain 13%  Debentures  in the aggregate
principal amount of $5 million held by Capex and another debentureholder.

     This  restructuring  favorably  amended the previous fixed charge  coverage
ratio obligation and cured certain possible  conditions of default under the 13%
Debentures.  The restructured  debentures,  in the aggregate principal amount of
$7.4 million,  are repayable over the next four years,  with the Company holding
the right to prepay the debentures at any time without penalty.

     Amended  payments  of  principal  under  the  additional  and  restructured
debentures are as follows:

                2008          $477,536
                2009        $1,680,371
                2010        $1,855,284
                2011        $2,516,860
                2012          $852,189
                            ----------
                            $7,382,240

     In  addition  to the  $7,382,240  due  under  the  restructured  debentures
described above, we also have the following long-term liabilities:



                                       16
<PAGE>

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

     o    $450,000 payable in equal  installments of $10,000 per month under the
          terms of a  settlement  agreement  with  our  former  Chief  Financial
          Officer.  In addition the upcoming maturities of $120,000 for the next
          twelve   months   under  this   agreement   are  included  in  current
          liabilities.

     We expect to satisfy  these  obligations  from  operational  cash flow.  In
addition,  we intend to finance any  acquisitions  or start-ups in 2003, if any,
from operational cash flow, or a combination of operational cash flow and vendor
financing.  We have no material  commitments  for capital  expenditures  at this
time.

ITEM 3: CONTROLS AND PROCEDURES

     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.



                                       17
<PAGE>

ITEM 2.  CHANGES IN SECURITIES

     Recent Sales of Unregistered Securities

     Set forth below is a description of unregistered  securities  issued by the
Company during the six months ended June 30, 2003.

     In February 2003, the Company  granted  options under the 2002 Stock Option
     Plan to certain senior executives to acquire up to 80,000 shares at a price
     of $0.70 per share, expiring February 1, 2006. The options vest on February
     1, 2004. In March 2003,  the Company  granted  options under the 2002 Stock
     Option Plan to certain senior executives to acquire up to 100,000 shares at
     a price of $0.70 per share,  expiring on March 1, 2006. The options vest on
     March 1,  2004.  These  securities  were  issued in a  private  transaction
     pursuant to an exemption from the registration requirements available under
     Section 4(2) of the Securities Act of 1933, as amended.

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

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

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

     In February 2003,  the Company issued 23,810 units at $0.65 per unit,  each
     unit consisting of one share of common stock and one warrant exercisable to
     acquire one  additional  common share at $0.72 per share until February 19,
     2004 and $0.79 per share until  February  19,  2005.  The units were issued
     pursuant to the exercise of preemptive  rights,  and the  consideration for
     the units was paid by



                                       18
<PAGE>

     canceling deferred interest payable to the holders of the preemptive rights
     in the  amount  of  $15,476.  These  securities  were  issued  in a private
     transaction  pursuant to an exemption  from the  registration  requirements
     available under Section 4(2) of the Securities Act of 1933, as amended.

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

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

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

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

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

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



                                       19
<PAGE>

Subsequent  to June 30,  2003,  the Company  issued the  following  unregistered
securities:

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

     On July 31, 2003,  the Company  issued 600,000 shares to the holders of its
     13% debentures in  consideration  of  restructuring  fees. The Company also
     issued warrants for the purchase of a total of 1,666,667  shares up to July
     31, 2008 at a price of $3.00 per share,  with the number of shares  subject
     to increase in connection with future equity issuances by the Company.  The
     Company also extended the expiry date of 50,000 warrants  previously issued
     to the debenture  holders to July 31, 2008. These securities were issued in
     a  private  transaction  pursuant  to an  exemption  from the  registration
     requirements available under Section 4(2) of the Securities Act of 1933, as
     amended.

Additional   information   regarding  the  Company's  issuance  of  unregistered
securities  during the past three fiscal  years is  contained  in the  Company's
annual  reports on Form 10-K for the year ended December 31, 2002 under "Item 5.
Market  for Common  Equity  and  Related  Shareholder  Matters - Recent  Sale of
Unregistered  Securities"  filed with the United States  Securities and Exchange
Commission.  The  information  contained under Item 5. "Market for Common Equity
and Related Shareholder Matters - Recent Sale of Unregistered Securities" of the
Company's  annual report on Form 10-KSB for the year ended  December 31, 2002 is
hereby incorporated by reference to this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     The Company's  annual general meeting of shareholders  was held on July 22,
2003 in Vancouver,  British  Columbia,  Canada  pursuant to the notice of annual
meeting and proxy  statement  dated June 30, 2003.  A total of 2,329,363  common
shares of the  Company  were  represented  in  person or by proxy at the  annual
meeting,  consisting of approximately 45.8% of the total number of common shares
of the  Company  outstanding  on June 27,  2003,  the record date for the annual
general meeting.

Matters voted upon at the annual general meeting

Election of Directors

     The  following  persons were  elected to serve as Directors  until the next
Annual General Meeting or until their  retirement,  resignation or removal.  The
following table sets forth the voting results(1) in the election:

                         Votes        Votes Cast
                        Cast for       Against         Votes
Nominee                 nominee        nominee        Withheld      Abstention
-------                 -------        -------        --------      ----------
Marco Markin           3,562,290        3,929            -             9,473



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<PAGE>


Matthew Hoogendoorn    1,824,416        6,666            -           202,838

Bryan Symington
    Smith              1,704,666        6,416            -           202,838

Brent Lokash           1,704,541        6,541            -           202,838


(1)  The Company's  shareholders  are entitled to cumulative  voting  rights.  A
     shareholder voting for the election of directors may cast a number of votes
     equal to the number of directors  being  elected times the number of shares
     held on the record date for a single  nominee or divide them among nominees
     in any  manner.  The  table  reflects  the  cumulative  votes  cast  by the
     Company's shareholders.


Appointment of Auditors

     At the annual general meeting, the shareholders ratified the appointment of
Stonefield Josephson,  Inc. as the Company's auditors for the fiscal year ending
December  31, 2003 and approved the  authorization  of the  directors to fix the
remuneration  of the auditors.  The following  table sets forth the  information
regarding the voting on the appointment of auditors:



  Votes         Votes Cast        Votes                         Broker
Cast for          Against        Withheld      Abstention      Non-votes
--------          -------        --------      ----------      ---------
2,357,984          7,449             -            346            3,000


     We filed with the  Securities and Exchange  Commission our proxy  statement
for the annual  general  meeting  pursuant to Regulation  14A of the  Securities
Exchange Act of 1934, as amended,  on July 9, 2003, and we filed  Amendment No.1
to the proxy statement on July 17, 2003.


ITEM 5. OTHER INFORMATION

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



                                       21
<PAGE>

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

(a)      Exhibits

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

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

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

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

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

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

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

        10.1(1)     Form of Stock Option Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       22
<PAGE>

        Exhibit
        Number            Description
        ------            -----------
        10.17(1)    Form of Commissioned Contractor Agreement

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

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

        10.20(1)    Form of Subscription Agreement

        10.21(1)    Form of Registration Rights Agreement

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

        10.23(1)    Form of Convertible Debenture

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

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

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

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

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

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

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

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

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

        10.33(2)    Warrant issued to Green Leaf

        10.34(2)    Guaranty issued to Green Leaf

        10.35(3)    Second Debt Restructuring Agreement

        10.36(3)    Third Debt Restructuring Agreement

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

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

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

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

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

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

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

        10.44(4)    Form of Warrant Amendment

        10.45(5)    Form of Debenture

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



                                       23
<PAGE>

        Exhibit
        Number            Description
        ------            -----------
        10.47(8)    Employment  Agreement  by and  between  the Company and Doug
                    Irving

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

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

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

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

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

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

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

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

        10.56       Form of Warrant issued to CapEx, L.P.

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

        10.58       Form of Security Agreement

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

        32.2        Section  906  Certificates  of Chief  Executive  Officer and
                    Chief Financial Officer

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


(b)  Reports on Form 8-K

     None



                                       24
<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 19, 2003                  By: s/ Marco Markin
                                           ------------------------------------
                                           Marco Markin
                                           Chief Executive Officer




Date: August 19, 2003                  By: /s/ Matthew Hoogendoorn
                                           ------------------------------------
                                           Matthew Hoogendoorn
                                           Chief Financial Officer










                                       25