EXHIBIT 99.1
                                  ------------

                                ROSEMONT GARDENS
                            FUNERAL CHAPEL-CEMETERY,
                                      INC.

                              Financial Statements
                                       and
                                Auditor's Report

                           December 31, 1998 and 1997










                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm



                                                                             F-1

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                                    CONTENTS



                                                                           Page
                                                                           ----

Report of Independent Certified Public Accountants                           F-3

Consolidated Financial Statements

   Balance Sheets as of December 31, 1998 and 1997                           F-4

   Statements of Operations and Comprehensive Income
     for the years ended December 31, 1998 and 1997                          F-6

   Statement of Changes in Shareholder's Equity
     for the years ended December 31, 1998 and 1997                          F-7

   Statements of Cash Flows
     for the years ended December 31, 1998 and 1997                          F-8

   Notes to Financial Statements                                             F-9




                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Shareholder
Rosemont Gardens Funeral Chapel-Cemetery, Inc.

We have audited the  accompanying  balance  sheets of Rosemont  Gardens  Funeral
Chapel-Cemetery,  Inc. (a Mississippi  corporation)  as of December 31, 1998 and
1997 and the related statements of operations and comprehensive income,  changes
in shareholder's  equity and cash flows for each of the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Rosemont Gardens
Funeral Chapel-Cemetery,  Inc. as of December 31, 1998 and 1997, and the results
of its  operations  and its cash  flows  for  each of the  years  then  ended in
conformity with generally
accepted accounting principles.




                                          S. W. HATFIELD, CPA
                                          (formerly S. W. HATFIELD + ASSOCIATES)
Dallas, Texas
June 2, 1999




                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com



                                                                             F-3

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.
                                 BALANCE SHEETS
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------
                                                                   1998           1997
                                                               -----------    -----------
<S>                                                            <C>            <C>

Current assets
   Cash on hand and in bank                                    $     1,327    $   293,145
   Restricted cash                                                  52,795         24,891
   Accounts receivable-at need, net of allowance
     for doubtful accounts of $12,500 and $-0-, respectively        11,616           --
   Other current assets                                             12,721          2,133
                                                               -----------    -----------

     Total current assets                                           78,459        320,169
                                                               -----------    -----------


Property and equipment - at cost
   Construction in process                                            --        2,079,581
   Buildings                                                     2,354,061           --
   Roads, common cemetery areas and landscaping                    326,930        197,799
   Vehicles, equipment and office furnishings                      192,252        132,360
                                                               -----------    -----------
                                                                 2,873,243      2,409,740
   Accumulated depreciation                                       (205,451)       (60,093)
                                                               -----------    -----------
                                                                 2,667,792      2,349,647
   Land                                                            107,580        107,580
                                                               -----------    -----------

     Net property and equipment                                  2,775,372      2,457,227
                                                               -----------    -----------


Other assets
   Cemetery property - at cost                                   1,086,037      1,083,163
   Prearranged funeral contracts                                 1,263,109        710,455
   Long-term receivables for cemetery property sales               365,295        294,222
   Other                                                            18,844          2,072
                                                               -----------    -----------

     Total other assets                                          2,733,285      2,089,912
                                                               -----------    -----------

     TOTAL ASSETS                                              $ 5,587,116    $ 4,867,308
                                                               ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                                                             F-4

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.
                                 BALANCE SHEETS
                           December 31, 1998 and 1997


                      LIABILITIES AND SHAREHOLDER'S EQUITY
                      ------------------------------------

                                                            1998          1997
                                                        -----------    -----------
<S>                                                     <C>            <C>

Current liabilities
   Notes payable                                        $   365,000    $ 2,220,000
   Current maturities of long-term debt                      46,203           --
   Accounts payable and other accrued liabilities           110,070         54,513
                                                        -----------    -----------

     Total current liabilities                              521,273      2,274,513
                                                        -----------    -----------


Long-term liabilities
   Long-term debt, net of current maturities              2,152,358           --
   Deferred prearranged funeral contract revenues         1,599,220        891,559
   Deferred cemetery property sale revenues                 363,370        250,246
   Shareholder loan                                            --        2,459,893
                                                        -----------    -----------

     Total liabilities                                    4,636,221      5,876,211
                                                        -----------    -----------


Commitments and contingencies


Shareholder's Equity
   Common stock - $1.00 par value. 10,000 shares
     authorized; 1,000 shares issued and outstanding          1,000          1,000
   Additional paid-in capital                             2,770,632         79,836
   Accumulated deficit                                   (1,820,737)    (1,089,739)
                                                        -----------    -----------

     Total shareholder's equity                             950,895     (1,008,903)
                                                        -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY              $ 5,587,116    $ 4,867,308
                                                        ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                                             F-5

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                     Years ended December 31, 1998 and 1997


                                                         1998         1997
                                                       ---------    ---------
<S>                                                    <C>          <C>

Revenues
   Funeral revenues                                    $ 149,057    $   3,401
   Cemetery sales                                         81,185       66,772
   Finance charge and related revenues                    20,415       18,732
                                                       ---------    ---------
     Total revenues                                      250,657       88,905
                                                       ---------    ---------

Cost of sales and direct expenses
   Cost of cemetery spaces and crypts                     15,325       16,265
   Cost of cemetery merchandise and funeral services      74,046        2,058
   Sales commissions                                      78,343       44,580
                                                       ---------    ---------
     Total cost of sales and direct expenses             167,714       62,903
                                                       ---------    ---------

Gross profit                                              82,943       26,002
                                                       ---------    ---------

Operating expenses
   General and administrative expenses                   480,777      423,314
   Interest expense                                      235,993       43,580
   Depreciation and amortization                         129,693       24,449
                                                       ---------    ---------
     Total operating expenses                            846,463      491,343
                                                       ---------    ---------

Loss from operations                                    (763,520)    (465,341)

Other income (expense)
   Interest and other income                              32,522          407
                                                       ---------    ---------

Loss before income taxes                                (730,998)    (464,934)

Income taxes                                                --           --
                                                       ---------    ---------

Net Loss                                                (730,998)    (464,934)

Other comprehensive income                                  --           --
                                                       ---------    ---------

Comprehensive Loss                                     $(730,998)   $(464,934)
                                                       =========    =========

Net loss per weighted-average share
   of common stock outstanding - Basic                 $ (731.00)   $ (464.93)
                                                       =========    =========

Weighted-average number of shares
   of common stock outstanding - Basic                     1,000        1,000
                                                           =====        =====
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                                                             F-6

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                     Years ended December 31, 1998 and 1997


                                                                Additional
                                         Common stock            paid-in      Accumulated
                                     # shares       Amount       capital       deficit         Total
                                   -----------   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>           <C>            <C>


Balances at January 1, 1997              1,000   $     1,000   $    79,836   $  (624,805)   $  (543,969)

Net loss for the year                     --            --            --        (464,934)      (464,934)
                                   -----------   -----------   -----------   -----------    -----------

Balances at December 31, 1997            1,000         1,000        79,836    (1,089,739)    (1,008,903)

Shareholder loans contributed to
   additional paid-in capital             --            --       2,690,796          --        2,690,796

Net loss for the year                     --            --            --        (730,998)      (730,998)
                                   -----------   -----------   -----------   -----------    -----------

Balances at December 31, 1998            1,000   $     1,000   $ 2,770,632   $(1,820,737)   $   950,895
                                   ===========   ===========   ===========   ===========    ===========


</TABLE>


The accompanying notes are an integral part of these financial statements.



                                                                             F-7

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1998 and 1997


                                                                            1998           1997
                                                                        -----------    -----------
<S>                                                                     <C>            <C>

Cash flows from operating activities
     Net loss for the year                                              $  (730,998)   $  (464,934)
     Adjustments to reconcile net loss to net
       cash provided by operating activities
       Depreciation and amortization                                        129,693         24,449
       Capitalized construction period interest                             (13,742)      (129,724)
       Allowance for doubtful accounts                                       12,500           --
       Gain on sale of Trust fund marketable securities                     (28,927)          --
       (Increase) Decrease in:
         Accounts receivable                                                (24,116)          --
         Other assets                                                       (10,588)          (103)
       Increase (Decrease) in:
         Accounts payable and other accrued liabilities                      57,745         19,895
                                                                        -----------    -----------
Net cash used in operating activities                                      (608,433)      (550,617)
                                                                        -----------    -----------

Cash flows from investing activities
   Transfers (to)/from trust funds and restricted cash                        1,023         (7,968)
   Capital expenditures for property, equipment and cemetery property      (435,730)    (1,325,914)
   Changes in prearranged funeral contract receivables,
     net of changes in deferred funeral contract revenues                   155,007         76,060
   Changes in long-term receivables for cemetery property
     sales, net of changes in deferred cemetery property
     sale revenues                                                           42,051         (2,925)
                                                                        -----------    -----------
Net cash used in investing activities                                      (237,649)    (1,260,747)
                                                                        -----------    -----------

Cash flows from financing activities
   Net activity on bank line of credit                                      365,000           --
   Principal (paid) received on long-term note payable                      (21,439)     1,350,952
   Cash paid for loan fees                                                  (20,200)          --
   Contributed capital by shareholder                                       230,903           --
   Net increase in shareholder loan                                            --          735,820
                                                                        -----------    -----------
Net cash provided by financing activities                                   554,264      2,086,772
                                                                        -----------    -----------

Increase in cash                                                           (291,818)       275,608

Cash at beginning of year                                                   293,145         17,537
                                                                        -----------    -----------

Cash at end of year                                                     $     1,327    $   293,145
                                                                        ===========    ===========

Supplemental disclosure of interest
   and income taxes paid
     Interest paid for the year                                         $   243,530    $   161,193
                                                                        ===========    ===========
     Income taxes paid for the year                                     $      --      $      --
                                                                        ===========    ===========

</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-8

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Rosemont  Gardens  Funeral   Chapel-Cemetery,   Inc.  (Company)  was  originally
incorporated  on March 4, 1994 under the laws of the State of  Mississippi.  The
Company's  operations  consist  of a  funeral  home and  cemetery  operation  in
Jackson, Mississippi.  Company personnel at the funeral service location provide
all  professional  services  related to funerals,  including  the use of funeral
facilities  and  motor  vehicles.  Funeral  related  merchandise  is sold at the
funeral service location. The Company sells prearranged funeral services whereby
a customer contractually agrees to the terms,  conditions and price of a funeral
to be performed at an unknown  future date at the time the contract is executed.
The Company's cemetery provides cemetery  interment rights (including  mausoleum
crypts and lawn  spaces)  and  certain  merchandise  including  stone and bronze
memorials and burial vaults.  These items may be sold on either a pre-need or an
at-need basis. Company personnel at the cemetery site perform interment services
and provide management and maintenance of the cemetery grounds.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents
     -------------------------

     The  Company  considers  all cash on hand  and in  banks,  certificates  of
     deposit and other highly-liquid investments with maturities of three months
     or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Accounts receivable
     -------------------

     In the normal course of business,  the Company extends  unsecured credit to
     its  at-need  customers  which are  regionally  concentrated  in and around
     Jackson,  Mississippi.  Because of the credit risk involved, management has
     provided an allowance for doubtful  accounts  which reflects its opinion of
     amounts  which  will  eventually  become  uncollectible.  In the  event  of
     complete  non-performance,  the  maximum  exposure  to the  Company  is the
     recorded amount of trade accounts  receivable shown on the balance sheet at
     the date of non-performance.

3.   Inventory
     ---------

     Inventory  consists  of  funeral  merchandise  and  cemetery  property  and
     merchandise  and are  stated  at the  lower of cost or  market,  using  the
     first-in, first-out method.




                                                                             F-9

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4.   Property, plant and equipment
     -----------------------------

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated  over the  estimated  useful  lives of the  individual  assets,
     generally  four (4) to  twenty-five  (25)  years,  using the  straight-line
     method.  Construction  in process  consists of funeral  service  facilities
     under  construction  and not placed in service as of December 31, 1997. All
     facilities  were  completed and placed in service during the first calendar
     quarter of 1998.

     Maintenance and repairs are charged to expense  whereas  renewals and major
     replacements are capitalized. Gains and losses from disposition of property
     and equipment are recognized as incurred and are included in operations.

     For the years ended  December  31, 1998 and 1997,  depreciation  expense of
     approximately   $128,453   and  $23,209,   respectively,   was  charged  to
     operations.

5.   Funeral operations
     ------------------

     Funeral revenue is recognized  when the funeral  service is performed.  The
     Company's trade  receivables,  when recorded,  will consist  principally of
     funeral services already performed. An allowance for doubtful accounts will
     be  provided  based on  historical  experience.  In the  event of  complete
     non-performance, the maximum exposure to the Company is the recorded amount
     of trade  accounts  receivable  shown on the  balance  sheet at the date of
     non-performance.

     The Company sells prearranged funeral services and funeral merchandise that
     provide for the delivery of price  guaranteed  services and  merchandise at
     prices prevailing when the agreement is signed.  Revenues and related costs
     associated  with sales of  prearranged  funeral  contracts are deferred and
     later   recognized  when  the  funeral   service  is  actually   performed.
     Prearranged  funeral services and merchandise are generally financed either
     through  trust  funds or escrow  accounts,  depending  on State  Regulatory
     requirements,  established by the Company or through  insurance.  Principal
     amounts  deposited in trust funds or escrow  accounts are  available to the
     Company as funeral  services are  performed and  merchandise  is delivered.
     These amounts may be refundable to the customer in those  situations  where
     state law provides for the return of those  amounts  under the  purchaser's
     option  to  cancel  the  contract.   Certain   jurisdictions   provide  for
     non-refundable  trust funds or escrow  accounts where the Company  receives
     such amounts upon cancellation by the customer.

     The Company  recognizes  as revenue on a current  basis all  dividends  and
     interest earned, and net capital gains realized, by all prearranged funeral
     trust  funds or escrow  accounts,  except in those  states  where  earnings
     revert  to  the  customer  if a  prearranged  funeral  service  or  funeral
     merchandise contract is canceled. Principal and earnings are withdrawn only
     as  funeral  services  and  merchandise  are  delivered  or  contracts  are
     canceled,  except in  jurisdictions  that permit  earnings to be  withdrawn
     currently and in unregulated jurisdictions where escrow accounts are used.


                                                                            F-10

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

5.   Funeral operations - continued
     ------------------

     Commissions   and  other  related  direct   marketing   costs  relating  to
     prearranged  funeral services and prearranged funeral merchandise sales are
     expensed as paid,  subject to a nominal  percentage  which is withheld  and
     paid at the time the service is performed.  Other indirect costs, including
     telemarketing  and  advertising  costs,  are  expensed  in the period  when
     incurred.

     Funeral  services sold at the time of need are recorded as funeral  revenue
     in the period performed.

6.   Cemetery operations
     -------------------

     Cemetery  revenue  is  accounted  for in  accordance  with  the  principles
     prescribed  for  accounting  for  sales of real  estate.  Those  principles
     require,  among other things,  the receipt of a certain portion  (generally
     25%) of an  installment  sale price prior to  recognition of any revenue or
     cost  on  a  contract.   The  Company   recognizes  income  currently  from
     unconstructed mausoleum crypts sold to the extent the Company has available
     inventory.

     Costs  related to the sales of cemetery  mausoleum  or lawn crypts  include
     property and other costs related to cemetery  development  activities which
     are  charged  to  operations  using  the  specific  identification  method.
     Allowances  for  customer  cancellations  are  provided at the date of sale
     based upon historical experience. Costs related to merchandise are based on
     actual costs  incurred or  estimates of future costs  necessary to purchase
     the merchandise, including provisions for inflation when required.

     Pursuant to  applicable  state law, all or a portion of the  proceeds  from
     each sale of  cemetery  merchandise  may also be  required  to be paid into
     trust  funds until such  merchandise  is  purchased  by the Company for the
     customer. The Company recognizes realized trust income on these merchandise
     trusts in current  cemetery  revenues  as trust  earnings  accrue to defray
     inflation costs recognized related to the unpurchased cemetery merchandise.

     Additionally,  pursuant to perpetual  care  contracts  and laws, a portion,
     generally 15.0%, of the total sales price of cemetery property is deposited
     into perpetual care trust funds or escrow accounts.  In addition,  in those
     jurisdictions  where trust or escrow  arrangements are neither  statutorily
     nor  contractually  required,  the Company typically on a voluntary basis a
     portion,  generally  15.0%,  of the sale price into  escrow  accounts.  The
     income from these funds,  which have been established in most jurisdictions
     in which the Company operates cemeteries,  is used for maintenance of these
     cemeteries,  but principal,  including in some jurisdictions,  net realized
     capital gains, must generally be held in perpetuity. Accordingly, the trust
     fund  corpus is not  reflected  in the  financial  statements,  except  for
     voluntary escrow funds established by the Company.  The Company  recognizes
     and withdraws  currently all dividend and interest income earned and, where
     permitted, capital gains realized by perpetual care funds.

     A portion of the sales of cemetery  property and  merchandise is made under
     installment  contracts  bearing  interest  at 9.75%.  Finance  charges  are
     recognized  as a component  of  cemetery  revenue  under the  straight-line
     method over the terms of the related installment receivables.



                                                                            F-11

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

6.   Cemetery operations - continued
     -------------------

     Commissions  and other related direct  marketing costs relating to cemetery
     spaces or  mausoleum  crypts  are  expensed  as paid,  subject to a nominal
     percentage  which  is  withheld  and paid at the  time  the  related  sales
     contract  service  is  paid  in  full.  Other  indirect  costs,   including
     telemarketing  and  advertising  costs,  are  expensed  in the period  when
     incurred.

7.   Organization costs
     ------------------

     Costs related to the formation  and  organization  of the Company have been
     capitalized  and are being  amortized  over a five year  period,  using the
     straight-line method.

8.   Income taxes
     ------------

     The Company,  with the consent if its sole  shareholder,  has elected under
     the Internal Revenue Code to be taxed as an "Subchapter S corporation".  In
     lieu  of  corporate  income  taxes,  the  shareholder  of a  "Subchapter  S
     corporation"   is  taxed   directly  on  the  Company's   taxable   income.
     Accordingly,  no provision,  benefit or liability for income taxes has been
     included in the accompanying financial statements.

9.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of December 31, 1998 and 1997, the Company
     had no  warrants  and  options  outstanding  which  could be  deemed  to be
     dilutive.

10.  Accounting standards to be adopted
     ----------------------------------

     Upon  the  adoption  of a  formal  stock  compensation  plan,  the  Company
     anticipates   using  the  "fair  value  based  method"  of  accounting  for
     compensation  based  stock  options  pursuant  to  Statement  of  Financial
     Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation".
     Under the fair value based  method,  compensation  cost will be measured at
     the grant date of the respective option based on the value of the award and
     will be recognized as a charge to operations over the service period, which
     will usually be the respective vesting period of the granted option(s).


                                                                            F-12

<PAGE>


<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE C - LONG-TERM RECEIVABLES

The Company's long-term receivables related to prearranged funeral contracts and
cemetery sales are expected to mature as follows:
                                                                             Year ending
                                                                            December 31,      Principal due
                                                                            -------------     -------------
<S>                                                                             <C>             <C>

                                                                                1999            $  488,521
                                                                                2000               407,101
                                                                                2001               325,680
                                                                                2002               244,261
                                                                                2003                81,420
                                                                             Thereafter             81,421
                                                                                                ----------
                                                                                Total           $1,628,404

NOTE D - CEMETERY PROPERTY

Cemetery  property  consists of the  following  at  December  31, 1998 and 1997,
respectively:

                                                                                 1998             1997
                                                                             ----------         ----------
   Developed cemetery gardens, net of
     spaces sold with revenue recognition                                    $   95,155         $   98,992
   Development in progress                                                       26,698             26,698
   Mausoleum crypts, net of crypts sold                                         306,710            299,999
   Undeveloped                                                                  657,474            657,474
                                                                             ----------         ----------

     Total                                                                   $1,086,037         $1,083,163
                                                                             ==========         ==========


NOTE E - NOTES PAYABLE

Notes payable consist of the following:
                                                                                 1998             1997
                                                                             ----------         ----------
$1,820,000 note payable to a bank.  Interest at the Bank's
   prime interest rate plus .75% (9.75% at December 31, 1997).
   Principal  payable at  maturity.  Accrued interest payable
   monthly. Final maturity in February 2000.  Secured by
   land, accounts receivable from prearranged funeral
   contracts and cemetery property sales contracts and the
   personal guarantee of the Company's shareholder.
   Restructured into the $2,220,000 long-term note payable.                  $        -         $1,620,000


                                                                            F-13

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE E - NOTES PAYABLE - Continued

                                                                                 1998             1997
                                                                             ----------         ----------
$600,000 term note payable to a corporation.  Interest
   at 8.0%.  Payable in monthly installments of approximately
   $12,166, including accrued interest.  Final maturity in June
   2001.  Secured by the Company's interest in prearranged
   funeral contracts and the personal guarantee of the
   Company's shareholder.  Paid in full in June 1998.                        $        -         $  600,000

$400,000 revolving line of credit payable to a bank.  Interest
   at 8.50%.  Interest payable monthly.  Principal and unpaid
   interest due at maturity in June 1999.  Secured by
   land, accounts receivable from prearranged funeral
   contracts and cemetery property sales contracts and
   the personal guarantee of the Company's shareholder.                         365,000                  -
                                                                             ----------         ----------

     Total notes payable                                                     $  365,000         $2,220,000
                                                                             ==========         ==========


NOTE F - LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1998 and 1997:
                                                                                 1998             1997
                                                                             ----------         ----------
$2,220,000 note payable to a bank.  Interest at 8.00%.
   Payable in monthly installments of approximately
   $18,569, including interest.  Any unpaid principal
   and interest is due at maturity in June 2003.  Secured
   by land, accounts receivable from prearranged funeral
   contracts and cemetery property sales contracts and
   the personal guarantee of the Company's shareholder.                      $2,198,561                  -
                                                                             ----------         -----------

     Total long-term debt                                                     2,198,561                  -

     Less current maturities                                                    (46,203)                 -
                                                                             ----------         -----------

     Long-term portion                                                       $2,152,358         $        -
                                                                             ==========         ===========

Future maturities of long-term debt are as follows:                          Year ending
                                                                            December 31,        Principal due
                                                                            ------------        -------------
                                                                                1999            $   46,203
                                                                                2000                49,587
                                                                                2001                54,268
                                                                                2002                58,837
                                                                                2003             1,989,666
                                                                                                ----------
                                                                                Total           $2,152,358
                                                                                                ==========
</TABLE>

                                                                            F-14

<PAGE>



                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE G - SHAREHOLDER LOAN

The Company's  shareholder  made unsecured  advances to the Company  aggregating
approximately   $1,841,599   through   December  31,  1997.  The  advances  were
non-interest bearing.

The  Company's  sole  shareholder  executed  a note  payable  to a  bank  in the
principal  amount of $630,000.  In turn,  the sole  shareholder  then loaned the
$630,000  to the  Company  at terms and  conditions  identical  and equal to the
bank's  terms.  The note bore  interest at 7.75% and all  principal  and accrued
interest  payable was due at maturity in February 2000. The loan to the bank was
secured by marketable securities owned by the Company's shareholder and the loan
to the Company was unsecured.

Effective  December 31, 1998,  the  Company's  sole  shareholder  converted  the
advances and note payable, totaling $2,690,796, as additional paid-in capital.


NOTE H - CONSTRUCTION PERIOD INTEREST

Pursuant to Statement of Financial  Accounting Standard No. 62,  "Capitalization
of  Interest  Costs",  the  Company  capitalizes  interest  incurred  during the
construction  period  related to the  development  of the cemetery  property and
funeral  facilities.  An analysis of interest  both  capitalized  and charged to
operations  during the years ended  December  31,  1998 and 1997,  respectively,
follows:
                                                     1998            1997
                                                   ---------        --------
         Interest capitalized                      $  13,742        $129,723
         Interest charged to operations              235,993          43,580
                                                   ---------        --------

         Total interest incurred                   $ 249,735        $173,303
                                                   =========        ========


NOTE I - TRUST FUNDS AND RESTRICTED CASH

Pursuant to State law or Company policy,  certain portions of contracts  related
to the  sales of  prearranged  funeral  services  and  funeral  merchandise  and
cemetery spaces,  mausoleum crypts and related  merchandise are deposited into a
common  trust,  as of  December  31,  1998,  and  separate  trusts  for  funeral
contracts,  cemetery  contracts and perpetual  care, as of December 31, 1997, to
provide funds for the fulfillment of the underlying  contracts  and/or perpetual
care of the cemetery property.

The Company  recognizes as revenue on a current basis all dividends and interest
earned, and net capital gains realized,  by all prearranged  funeral trust funds
or escrow accounts, except in those states where earnings revert to the customer
if a prearranged  funeral service or funeral  merchandise  contract is canceled.
The Company  recognizes  realized  trust income on these  merchandise  trusts in
current  cemetery  revenues as trust earnings  accrue to defray  inflation costs
recognized  related  to  the  unpurchased  cemetery  merchandise.   The  Company
recognizes and withdraws  currently all dividend and interest income earned and,
where permitted, capital gains realized by perpetual care funds.


                                                                            F-15

<PAGE>

<TABLE>

<CAPTION>

                 ROSEMONT GARDENS FUNERAL CHAPEL-CEMETERY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE I - TRUST FUNDS AND RESTRICTED CASH - Continued

As of December 31, 1998 and 1997, the trust funds and resultant  restricted cash
consist of the following components:

                                                                                  1998             1997
                                                                                 ---------        --------
<S>                                                                              <C>              <C>


       Trust cash                                                                $  13,735        $ 40,002
       Marketable securities, at fair market value                                 139,156          48,625
         Unrealized gains on marketable securities                                 (19,877)        (12,668)
       Amounts due to trust funds from future contract collections                 (80,219)        (51,068)
                                                                                 ---------        --------

       Restricted cash                                                           $  52,795        $24,891
                                                                                 =========        ========

Marketable securities are considered available-for-sale. All unrealized gains or
losses are excluded from earnings  until such time that such gains or losses are
realized  upon the sale of the  underlying  security.  For purposes of computing
realized gains and losses, the specific identification method is used.

As of December 31, 1998 and 1997,  the marketable  securities  held in the trust
funds consist entirely of equity securities and are summarized as follows:
                                                                                  1998              1997
                                                                                 ---------        --------

     Aggregate fair value                                                        $139,156         $48,625
     Gross unrealized holding gains                                              $ 24,249         $12,668
     Gross unrealized holding losses                                             $  4,372         $     -
     Amortized cost basis                                                        $119,279         $35,957

</TABLE>


                                                                            F-16