-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7rfkuCXpZc2Mv/xRx4BPLe4btPsz+cV3CX4qkzppexNAWmhT+9jTkQLSLcEwm4w HEPI/MYu/2MsNDLPpGgjGQ== 0000874963-02-000003.txt : 20020516 0000874963-02-000003.hdr.sgml : 20020516 20020516181917 ACCESSION NUMBER: 0000874963-02-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEPTUNE SOCIETY INC/FL CENTRAL INDEX KEY: 0001098532 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 592492929 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61997 FILM NUMBER: 02655524 BUSINESS ADDRESS: STREET 1: 100 N FIRST ST STREET 2: STE 205 CITY: SBURBANK STATE: CA ZIP: 91502 BUSINESS PHONE: 8189539995 MAIL ADDRESS: STREET 1: 100 NORTH FIRST STREET STREET 2: SUITE 205 CITY: BURBANK STATE: CA ZIP: 91502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D.H. BLAIR INVESTMENT BANKING CORP. CENTRAL INDEX KEY: 0000874963 IRS NUMBER: 133612293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 44 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: (212) 495-4105 MAIL ADDRESS: STREET 1: 44 WALL ST. CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BLAIR D H INVESTMENT BANKING CORP /BD DATE OF NAME CHANGE: 20011114 FORMER COMPANY: FORMER CONFORMED NAME: BLAIR D H INVESTMENT BANKING CORP //NY DATE OF NAME CHANGE: 19980417 FORMER COMPANY: FORMER CONFORMED NAME: BLAIR D H INVESTMENT BANKING CORP /NY/ /BD DATE OF NAME CHANGE: 19931021 FORMER COMPANY: FORMER CONFORMED NAME: D H BLAIR INVESTMENT BANKING CORP /BD DATE OF NAME CHANGE: 20020301 SC 13G/A 1 neptune13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.____ 1_______)* The Neptune Society, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, $.008 par value ------------------------------------------------------------- (Title of Class of Securities) 640776209 ----------------------------------------------------- (CUSIP Number) May 15, 2002 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [XX] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 pages CUSIP No. 640776209 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D.H. Blair Investment Banking Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 799,908 (1) BENEFICIALLY -------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING -------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 799,908 (1) -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,908 (1) - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.4% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Includes (i) 113,242 Shares of common stock owned directly by the Reporting Person, (ii) 20,000 shares underlying Warrants which are immediately exercisable, and (iii) 666,666 shares issuable upon conversion of a convertible debenture which is immediately convertible (although the debenture provides that until the occurence of certain events, in no event will the reporting person convert in one or more transactions which would cause the issuer to issue to the reporting person an aggregate number of shares that would exceed 8% of the outstanding shares after such conversion). Excludes (i) 6,425 shares owned by Rosalind Davidowitz, the wife of J. Morton Davis, the Chairman and sole shareholder of the Reporting Person, and (ii) shares beneficially owned by CapEx L.P. in which the Reporting Person is a less than 10% limited partner, as to all of which the Reporting Person disclaims beneficial ownership. Page 3 of 5 Pages Item 1. (a) Name of Issuer: The Neptune Society, Inc. (b) Address of Issuer's Principal Executive Offices: 100 North First Street, #205 S Burbank, CA 91502 Item 2. (a) Name of Person Filing: D.H. Blair Investment Banking Corp. (b) Address of Principal Business Office or, if None, Residence: 44 Wall Street, 2nd Floor New York, NY 10005. (c) Citizenship: New York (d) Title of Class of Securities: Common Stock, $.008 par value ("shares"). (e) CUSIP#: 640776209 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (e) [ ] An investment adviser in accordance with 240.13d-1 (b)(1)(ii)(E) (f) [ ] An employee benefit Plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding Company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. (j) [ ] Group, in accordance with Section 13d-1 (b) (1) (ii) (j). Page 4 of 5 Pages Item 4. Ownership: (a) Amount beneficially Owned: 799,908 shares (includes (i) 113,242 shares of common stock owned directly by Reporting Person, (ii) 20,000 shares underlying warrants which are immediately exercisable, and (iii) 666,666 shares issuable upon conversion of a convertible debenture which is immediately convertible (although the debenture provides that until the occurence of certain events, in no event will the reporting person convert into one or more transactions which would cause the issuer to issue to the reporting person an aggregate number of shares that would exceed 8% of the outstanding shares after such conversion). (b) Percent of Class*: 17.4% (c) Number of shares as to which Reporting Person has: (i) Sole power to vote or to direct the vote: 799,908 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 799,908 (iv) Share power to dispose or to direct the disposition of: 0 --------------------- * All percentages herein are based on 3,920,880 shares of Common Stock reported to be outstanding as of the close of business on May 15, 2002 by the Issuer in its capitalization table provided to Reporting Person. Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: The Reporting Person acquired the warrants and convertible debenture described in Item 4 above pursuant to a Debenture and Warrant Purchase Agreement dated as of November 24, 1999 (the "Purchase Agreement") entered into by the Reporting Person and the Issuer. CapEx, L.P., a limited partnership not affiliated with the Reporting Person ("CapEx"), also purchased warrants and debentures from the Issuer as a party to the Purchase Agreement. A copy of the Purchase Agreement was included as an exhibit to the Issuer's Form 10 registration statement, as filed with the Securities and Exchange Commission on or about October 4, 2000. The warrants and debentures owned by CapEx may currently be exercised or converted into 30,000 shares and 1,000,000 shares of the Issuer's common stock, respectively. The exercise of certain rights relating to the debentures and warrants held by CapEx and the Reporting Person are governed in certain respects by the Purchase Agreement. In addition, CapEx and the Reporting Person have granted to each other a right of first refusal and certain co-sale rights with respect to the warrants, debentures and shares issuable thereunder. The Reporting Person believes that it and CapEx are not acting as a group and should not be treated as a single person pursuant to Section 13(d) (3) of the Act. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 5 Pages Item 10. Certification: By signing below we certify that to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as participant in any transaction having such purpose of effect. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the Reporting Persons, each such person or entity certifies that the information set forth in this statement is true, complete and correct. /s/ J. Morton Davis Dated: May 15, 2002 By:________________________________ New York, New York J. Morton Davis D.H. Blair Investment Banking Corp. /s/ J. Morton Davis Dated: May 15, 2002 By:________________________________ New York, New York J. Morton Davis Chairman -----END PRIVACY-ENHANCED MESSAGE-----