SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

The Neptune Society, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

			640776 30 8
		(CUSIP Number)
	Morris Orens, Esq. Dechert LLP 30 Rockefeller Plaza New York, New York  10174 212-649-8727
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
		February 2, 2005
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*  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 on 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 9

  SCHEDULE 13D

CUSIP No. 640776 30 8

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
	BG CAPITAL GROUP LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]                                                                                                                  (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                  [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 5,360,589
	8	SHARED VOTING POWER N/A
	9	SOLE DISPOSITIVE POWER 5,360,589
	10	SHARED DISPOSITIVE POWER N/A

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,360,589
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)        [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.14%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

^* The percent of class represented by the aggregate amount of shares beneficially owned by such Reporting Person was calculated based on the number of outstanding shares of Issuer Common Stock as of November 12, 2004 reported on Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 (not including as outstanding for such purpose shares of Common Stock repurchased by the Issuer as reported on the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005).

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 SCHEDULE 13D

 CUSIP No. 640776 30 8

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
	BROOKLYN HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]                                                                                                                  (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                  [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION NEVIS

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 250,000
	8	SHARED VOTING POWER N/A
	9	SOLE DISPOSITIVE POWER 250,000
	10	SHARED DISPOSITIVE POWER N/A

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)        [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.83%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

^* The percent of class represented by the aggregate amount of shares beneficially owned by such Reporting Person was calculated based on the number of outstanding shares of Issuer Common Stock as of November 12, 2004 reported on Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 (not including as outstanding for such purpose shares of Common Stock repurchased by the Issuer as reported on the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005).

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  SCHEDULE 13D

CUSIP No. 640776 30 8

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
	ROBERT GENOVESE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) [X]                                                                                                                  (b) [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                  [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION CANADA

NUMBER  OF  SHARES BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH	7	SOLE VOTING POWER 5,610,589
	8	SHARED VOTING POWER N/A
	9	SOLE DISPOSITIVE POWER 5,610,589
	10	SHARED DISPOSITIVE POWER N/A

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,610,589
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)         [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.97%*
14	TYPE OF REPORTING PERSON (See Instructions) IN

^* The percent of class represented by the aggregate amount of shares beneficially owned by such Reporting Person was calculated based on the number of outstanding shares of Issuer Common Stock as of November 12, 2004 reported on Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 (not including as outstanding for such purpose shares of Common Stock repurchased by the Issuer as reported on the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005).

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SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 2 to Statement on Schedule 13D (this "Amendment") amends and supplements the Statement of Schedule 13D filed with the Securities and Exchange Commission on May 19, 2004 (the "Original Statement"), Amendment No.1 thereto filed on October 12, 2004 (as so amended and, as amended by this Amendment, the "Statement"), on behalf of BG Capital Group Ltd., a Bahamas corporation ("BG Capital"), Brooklyn Holdings LLC, a Nevis limited liability company ("Brooklyn Holdings"), and Robert Genovese ("Genovese", and together with BG Capital and Brooklyn Holdings, the "Reporting Persons"), relates to the common stock, $.001 par value per share (the "Common Stock") of The Neptune Company, Inc., a Florida corporation (the "Issuer").

According to the Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 and Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2005, the number of outstanding shares of Issuer Common Stock as of February 2, 2005 was 6,525,820 shares. The address of the principal executive offices of the Issuer is 4312 Woodman Avenue, Third Floor, Sherman Oaks, California 91423.

ITEM 2.	IDENTITY AND BACKGROUND.
	No material changes to this Item 2.
ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On February 2, 2005, pursuant to a Share Purchase Agreement dated as of February 2, 2005 between BG Capital and CapEx, L.P., a Delaware limited partnership ("CapEx"), CapEx conveyed 751,120 shares of Common Stock for an aggregate price of $2,215,414.49 (the "CapEx Share Purchase Agreement"). The source of the funds used by BG Capital to effect such purchase was BG Capital's working capital.

On February 2, 2005, pursuant to a Share Purchase Agreement dated as of February 2, 2005 among BG Capital, Bow River Capital Fund LP, a Delaware limited partnership ("BRCF") and Bow River Capital Fund II LP, a Delaware limited partnership ("BRCF II"), BRCF and BRCF II conveyed an aggregate amount of 238,615 shares of Common Stock for an aggregate price of $703,790.51 (the "BRCF Share Purchase Agreement"). The source of the funds used by BG Capital to effect such purchase was BG Capital's working capital.

A copy of each of the CapEx Share Purchase Agreement and the BRCF Share Purchase Agreement are attached hereto as Exhibits.

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Further, on February 2, 2005, Issuer entered into a Loan Agreement with Brooklyn Holdings relating to a loan to Issuer in the principal amount of $3,000,000 (the "Loan Agreement"). The proceeds of the loan were used for general working capital and/or to make payments under that certain Separation and Release Agreement dated February 2, 2005 among the Marco Markin, Karla Markin and 570421 B.C. Ltd., Issuer and certain subsidiaries of Issuer party thereto ("Separation Agreement"). Payments made pursuant to the Separation Agreement included payments of an aggregate price of approximately $999,000 to Marco Markin and Karla Markin for the repurchase of 231,125 shares of Issuer Common Stock and options held by Marco Markin exercisable to acquire an additional 150,000 shares of Issuer Common Stock at $0.65 per share, and payment of approximately $1,603,076 made to 570421 B.C. Ltd. for the repurchase of 307,692 shares of Issuer Common Stock and 307,692 warrants exercisable to acquire an additional 307,692 shares of Issuer Common Stock at $0.79 per share. The terms of the Loan Agreement and Separation Agreement are more fully disclosed on the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005.

A copy of each of the Loan Agreement and the Separation Agreement is attached as Exhibit 10.1 and Exhibit 10.2, respectively, to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005 and is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION.

The following information supplements and amends the disclosure previously contained in Item 4 of the Schedule 13D previously filed by the Reporting Persons to include the following:

The purpose of the transactions was to increase the Reporting Persons ownership interest in the Issuer.

The Reporting Persons are considering whether to make a proposal to acquire substantially all of the assets of the Issuer. The terms of such proposal have not been determined and are dependent on various factors, including income taxes, which have not yet been fully analyzed. The Reporting Persons currently do not intend to cause the Issuer to be liquidated following such transaction, if such transaction is consummated.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The following information supplements and amends the information contained in the Schedule 13D previously filed by Reporting Persons:

(a) and (b) Based in the Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 filed with the Securities and Exchange Commission on November 15, 2004 and Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2005, the number of outstanding shares of Issuer Common Stock as of February 2, 2005 was 6,525,820 shares. The Reporting Persons own an aggregate of 5,610,589 shares of Common Stock or approximately 85.97% of the outstanding shares of Common Stock.*  Genovese, as the sole stockholder of BG Capital and the sole member of Brooklyn Holdings, has the sole power to vote or direct the disposition of such shares.

	(c)	The information contained in Item 3. is incorporated herein by reference.
	(d)	Not applicable.
	(e)	Not applicable.
ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The following information supplements and amends the information contained in the Schedule 13D previously filed by the Reporting Persons:

The information contained in Item 3. hereof, including the exhibits referenced therein, is hereby incorporated by reference.

* The percent of class represented by the aggregate amount of shares beneficially owned by such Reporting Person was calculated based on the number of outstanding shares of Issuer Common Stock as of November 12, 2004 reported on Issuer's Quarterly Report on Form 10-QSB for the period ended September 30, 2004 (not including as outstanding for such purpose shares of Common Stock repurchased by the Issuer as reported on the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 8, 2005).

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ITEM 7.		MATERIAL TO BE FILED AS EXHIBITS.
(1)	Agreement of Joint Filing, dated February 17, 2005 between BG Capital, Brooklyn Holdings and Robert Genovese.
(2)	Share Purchase Agreement dated as of February 2, 2005 between BG Capital and CapEx, L.P., a Delaware limited partnership.
(3)	Share Purchase Agreement dated as of February 2, 2005 among BG Capital, Bow River Capital Fund LP, a Delaware limited partnership ("BRCF") and Bow River Capital Fund II LP, a Delaware limited partnership.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2005	BG CAPITAL GROUP LTD.
	By:  /s/ Robert Genovese
	Robert Genovese       President
	BROOKLYN HOLDINGS LLC
	By:   /s/ Robert Genovese        Robert Genovese        Sole Member
	By:   /s/ Robert Genovese       Robert Genovese

Page 9 of 9

EX-1

EXHIBIT 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other persons signatory below of a statement on Schedule 13D or any amendments thereto, with respect to the common stock of The Neptune Society, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on February 17, 2005.

BG CAPITAL GROUP LTD

By:  /s/  Robert Genovese       

Robert Genovese

President

BROOKLYN HOLDINGS LLC

By:  /s/  Robert Genovese       

Robert Genovese

Sole Member

By:  /s/  Robert Genovese       

Robert Genovese

EX-2

EXHIBIT 2

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of February 2, 2005
BETWEEN:
	CAPEX L.P., a Delaware limited partnership ("Seller") of 518 17th Street, 17th Floor, Denver, Colorado  80202
AND:
	BG CAPITAL GROUP LTD., a Bahamas corporation, of Slot #2000 A.P. 59223, Nassau, Bahamas ("Purchaser")
WHEREAS:

A. Seller is the legal and beneficial owner of 751,120 shares of Common Stock in The Neptune Society, Inc., a Florida corporation (the "Company") (the "Neptune Shares");

B. Seller desires to sell and the Purchaser desires to purchase the Neptune Shares on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Sale. Subject to the terms and conditions hereof, Seller shall sell, assign and transfer the Neptune Shares, free from any and all encumbrances, and the Purchaser shall purchase the Neptune Shares, free from any and all encumbrances, for the aggregate price of $2,215,414.49 (the "Purchase Price").

2. Payment of Purchase Price. The Purchase Price shall be payable by the Purchaser to Seller by wire transfer at the Closing (as defined below), as directed by the Seller.

3. Closing. The purchase and sale of the Securities shall take place at a closing (the "Closing"). The Closing shall take place concurrently with the execution and delivery of this Agreement by the Seller and the Purchaser provided that all conditions precedent to the Closing shall have been satisfied by such date.

4. Deliveries at Closing. At the Closing,

4.1 The Purchaser shall deliver to the Seller or its designee by wire transfer an amount equal to the Purchase Price; and

Page 1 of  7

4.2 Seller shall deliver to the Purchaser the stock certificates representing the Neptune Shares, duly endorsed for transfer or accompanied by a Stock Power in blank or share transfer forms as applicable, along with a medallion guaranty, or notarization, of the signature for each stock certificate, and any other documents reasonably required by the Purchaser evidencing the transfer of the Neptune Shares from Seller to Purchaser.

4.3 Seller shall deliver a certified copy of resolutions or written consents of the General Partner of the Seller consenting to and approving the sale of Seller's Neptune Shares contemplated by this Agreement.

4.4 Seller shall deliver an executed copy of Exhibit A attached to this Agreement confirming that the Seller's warranties and representations set forth in this Agreement, are true, accurate and complete as of the Closing.

4.5 Seller shall deliver an executed direction, directing the Purchaser where to pay the Purchase Price.

4.6 Seller shall deliver an executed Letter of Instruction to Interwest Stock Transfer Co., in the form attached hereto as Exhibit B.

5 . Representations and Warranties of the Seller. Seller represents and warrants to the Purchaser as follows:

5.1 Neptune Shares. Seller has not granted any third party any rights, options, conversion rights, warrants or agreements for the purchase or acquisition of the Neptune Shares from Seller. Purchaser acknowledges that Seller is the holders of warrants to acquire 1,030,000 shares of Common Stock of the Company (the "Warrants"), and neither the Warrants nor the shares issuable upon the exercise of the Warrants (the "Warrant Shares") are being offered for sale hereunder or otherwise subject to the provisions of this Agreement. The Neptune Shares constitute all of the Common Stock of the Company, or rights, options, conversion rights, warrants or agreements for the purchase or acquisition of the Common Stock of the Company, legally and beneficially owned by the Seller, or any "affiliate" of the Seller as such term is defined in the United States Securities Act of 1933, as amended, and any regulations thereunder, other than the Warrants and the Warrant Shares.

5.2 Authorization.   Seller has the full right, power and authority to enter into this Agreement and to transfer the legal and beneficial ownership of the Neptune Shares to the Purchaser. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting enforcement of creditors' rights, and except as limited by application of legal principles affecting the availability of equitable remedies.

6. Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants to the Seller that the Purchaser has the full right, power and authority to enter into this Agreement. This Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting enforcement of creditors' rights, and except as limited by application of legal principles affecting the availability of equitable remedies.

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7. Indemnification

7.1 Indemnification by Seller. Subject to the limitations set forth herein, Seller covenants and agrees that it shall indemnify, defend, protect and hold harmless the Purchaser from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Purchaser as a result of or arising from (i) any breach of the representations and warranties of Seller set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement.

7.2 Indemnification by Purchaser. The Purchaser covenants and agrees that it shall indemnify, defend, protect and hold harmless the Seller from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Seller as a result of or arising from (i) any breach of the representations and warranties of the Purchaser set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of the Purchaser under this Agreement.

8. Miscellaneous.

8.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Seller and the Purchaser, and their respective successors, heirs and assigns; provided, however, that neither the Seller nor the Purchaser shall directly or indirectly transfer or assign any of its respective rights hereunder in whole or in part without the prior written consent of the other party, and any such transfer or assignment without said consent shall be void, ab initio. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the parties hereto and their permitted successors and assigns.

8.2 Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same Agreement. A photocopy or facsimile copy of a signature on any counterpart to this Agreement shall constitute an original for all purposes.

8.3 Recitals, Schedules and Annexes. The recitals, schedules and annexes to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth at length herein.

8.4 Construction. The article, section and subsection headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural, shall be deemed to include the others whenever and wherever the context so required.

8.5 Entire Agreement.   This Agreement, including the exhibits attached hereto and other documents referred to herein, contains the entire understanding of the parties hereto in respect of its subject matter and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

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8.6 Notices. Any notice or communication required or permitted hereunder shall be given in writing, sent by [i] personal delivery, [ii] recognized overnight delivery service, [iii] telecopy, telegram or telex, or [iv] registered mail, addressed to the parties to the respective addresses set forth on the first page of this Agreement or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party transmitted in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of overnight delivery service or mail, one day following delivery to an overnight express courier service, or on the date set forth on the receipt for registered or certified mail, as applicable, or in the case of telecopy, telegram or telex, upon receipt.

8.7 Separability.  In case any provision of this Agreement not material to the benefits intended to be conferred hereby shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.8 Further Assurances: Each party to this Agreement covenants and agrees that, from time to time prior to or subsequent to the Closing Date, it shall, at the request and expense of the requesting party, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as any other party to this Agreement, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate the transactions contemplated in this Agreement.

8.9 Attorney's Fees and Costs. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, at trial and all appellate levels.

8.10 Confidentiality. Each party shall use reasonable diligence to keep the terms of the transactions described in this Agreement confidential and shall encourage its advisors and agents to do the same. In the event that the subject transactions are not consummated, each party shall promptly return to the other any materials containing due diligence information, or shall certify in writing that all such information and materials have been destroyed. The provisions of this paragraph shall survive the termination of this Agreement and the Closing.

8.11 Governing Law and Venue. This Agreement is to be construed under and governed by the laws of the State of New York and the venue for the enforcement of this Agreement shall be solely and exclusively in the State of New York.

8.12 Survival of Representations and Warranties. The representations and warranties of the Seller or the Purchaser shall survive the Closing of this Agreement.

8.13 Currency. All dollar amounts referred to in this Agreement, if any, are stated in United States of America currency, unless otherwise expressly stated.

8.14 Gender and Number. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include both genders.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.

CAPEX, L.P.
By:
	Authorized Signatory Name: Title:
BG CAPITAL GROUP LTD.:
By:
	Name: Title:

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EXHIBIT A

CLOSING CERTIFICATE

The undersigned, a Manager of RBP, L.L.C., the General Partner of CapEx, L.P. (the "Seller") hereby certifies pursuant to that certain Share Purchase Agreement dated February 2, 2005 (the "Agreement"), under which the Seller is selling its shares of common stock of The Neptune Society Inc. to BG Capital Group Ltd., that all of the Seller's warranties and representations set forth in the Agreement are true, complete and correct as of the date of this Certificate.

CapEx, L.P.
By:	RBP, L.L.C.
	By:
	Name:
	Title:	Manager
	Date:

Page 6 of 7

EXHIBIT B

LETTER OF INSTRUCTION

To:	Interwest Stock Transfer Co.
	1981 E. Murray Holladay Rd., Suite 100
	P.O. Box 17136
	Salt Lake City, UT 84117
	Re: The Neptune Society Inc. (the "Company")

The undersigned has sold, on behalf of its registered owner, certain shares of the common stock of the Company (the "Shares") which were registered for resale on a Registration Statement on Form SB-2 (No. 333-111570) (the "Registration Statement"). The undersigned hereby represents and warrants to Interwest Stock Transfer Co. that the undersigned has complied with the prospectus delivery requirements of the Securities Act of 1933, as amended, and the Plan of Distribution set forth in the Registration Statement.

The following certificates for Shares of the Company's common stock have been delivered with this Letter of Instruction, accompanied by the appropriate stock power with a signature guarantee medallion stamp:

Certificate No.	Name of Registered Owner	No. of Shares
2001 (issued before 1:4 reverse split)	CAPEX LP	101,250 (405,000 before reverse split)
3145	CAPEX LP	400,000
3122	CAPEX LP	38,059
3269	CAPEX LP	14,286
3054	CAPEX LP	64,448
3202	CAPEX LP	35,827
3196	CAPEX LP	97,250

Please deliver a certificate representing shares of common stock of the Company, without the restrictive legend, to the following persons in the specified amount:

Name and address of New Registered Owner	No. of Shares	Date of Purchase
BG Capital Group, Ltd. c/o 2424 North Federal Highway Suite 101 Boca Raton, FLA 33431	751,120	February 2, 2005

Thank you for your assistance in the matter.

Dated: February 2, 2004	CAPEX, LP
	By:	RBP, LLC, Its General Partner
		By:
		Print Name:
		Address:
		Phone:

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EX-3

EXHIBIT 3

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of February 2, 2005

AMONG:
	BOW RIVER CAPITAL FUND LP, a Delaware limited partnership ("BRCF"), of 1490 Lafayette Street, Denver, Colorado, 80218
	And
	BOW RIVER CAPITAL FUND II LP, a Delaware limited partnership ("BRCF II"), of 1490 Lafayette Street, Denver, Colorado, 80218
AND:
	BG CAPITAL GROUP LTD., a Bahamas corporation, of Slot #2000 A.P. 59223, Nassau, Bahamas ("Purchaser")
WHEREAS:

A.     BRCF is the legal and beneficial owner of 69,596 shares of Common Stock in The Neptune Society, Inc., a Florida corporation (the "Company") and BRCF II is the legal and beneficial owner of 169,019 shares of Common Stock in the Company (collectively, the "Neptune Shares");

B.     BRCF and BRCF II (collectively, the "Sellers") desire to sell and the Purchaser desires to purchase the Neptune Shares on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.     Sale. Subject to the terms and conditions hereof, the Sellers shall sell, assign and transfer the Neptune Shares, free from any and all encumbrances, and the Purchaser shall purchase the Neptune Shares, free from any and all encumbrances, for the aggregate price of $703,790.51 ($205,272.11 to BRCF and $498,518.40 to BRCF II) (the "Purchase Price").

2.     Payment of Purchase Price. The Purchase Price shall be payable by the Purchaser to the Sellers by wire transfer at the Closing (as defined below), as directed by the Sellers.

3.     Closing. The purchase and sale of the Securities shall take place at a closing (the "Closing"). The Closing shall take place concurrently with the execution and delivery of this Agreement by the Sellers and the Purchaser provided that all conditions precedent to the Closing shall have been satisfied by such date.

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4.     Deliveries at Closing. At the Closing,

4.1     The Purchaser shall deliver to the Sellers or its designee by wire transfer an amount equal to each Seller's portion of the Purchase Price; and

4.2     Sellers shall deliver to the Purchaser the stock certificates representing the Neptune Shares, duly endorsed for transfer or accompanied by a Stock Power in blank or share transfer forms as applicable, along with a medallion guaranty, or notarization, of the signature for each stock certificate, and any other documents reasonably required by the Purchaser evidencing the transfer of the Neptune Shares from Sellers to Purchaser.

4.3     Sellers shall deliver a certified copy of resolutions or written consents of the board of directors of each of the Sellers consenting to and approving the sale of such Sellers' Neptune Shares contemplated by this Agreement.

4.4     Each Seller shall deliver an executed copy of Exhibit A attached to this Agreement confirming that each of the Seller's warranties and representations set forth in this Agreement, are true, accurate and complete as of the Closing.

4.5     Sellers shall deliver an executed direction, directing the Purchaser where to pay the Purchase Price.

4.6     Sellers shall deliver an executed Letter of Instruction to Interwest Stock Transfer Co., in the form attached hereto as Exhibit B.

5.     Representations and Warranties of the Sellers. Each Seller represents and warrants to the Purchaser as follows:

5.1     Neptune Shares. Such Seller has not granted any third party any rights, options, conversion rights, warrants or agreements for the purchase or acquisition of the Neptune Shares from such Seller. Purchaser acknowledges that the Sellers are the holders of warrants to acquire 666,667 shares of Common Stock of the Company (the "Warrants"), and neither the Warrants nor the shares issuable upon the exercise of the Warrants (the "Warrant Shares") are being offered for sale hereunder or otherwise subject to the provisions of this Agreement. The Neptune Shares constitute all of the Common Stock of the Company, or rights, options, conversion rights, warrants or agreements for the purchase or acquisition of the Common Stock of the Company, legally and beneficially owned by the Sellers, or any "affiliate" of the Sellers as such term is defined in the United States Securities Act of 1933, as amended, and any regulations thereunder, other than the Warrants and the Warrant Shares.

5.2     Authorization.  Such Seller has the full right, power and authority to enter into this Agreement and to transfer the legal and beneficial ownership of the Neptune Shares to the Purchaser. This Agreement is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting enforcement of creditors' rights, and except as limited by application of legal principles affecting the availability of equitable remedies.

6.     Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants to the Sellers that the Purchaser has the full right, power and authority to enter into this Agreement. This Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting enforcement of creditors' rights, and except as limited by application of legal principles affecting the availability of equitable remedies.

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7.     Indemnification

7.1     Indemnification by Sellers. Subject to the limitations set forth herein, each of the Sellers covenants and agrees that it shall indemnify, defend, protect and hold harmless the Purchaser from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Purchaser as a result of or arising from (i) any breach of the representations and warranties of such Seller set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of such Seller under this Agreement.

7.2     Indemnification by Purchaser. The Purchaser covenants and agrees that it shall indemnify, defend, protect and hold harmless the Sellers from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the Sellers as a result of or arising from (i) any breach of the representations and warranties of the Purchaser set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of the Purchaser under this Agreement.

8.     Miscellaneous.

8.1     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Sellers and the Purchaser, and their respective successors, heirs and assigns; provided, however, that neither the Sellers nor the Purchaser shall directly or indirectly transfer or assign any of its respective rights hereunder in whole or in part without the prior written consent of the other party, and any such transfer or assignment without said consent shall be void, ab initio. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other than the parties hereto and their permitted successors and assigns.

8.2     Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same Agreement. A photocopy or facsimile copy of a signature on any counterpart to this Agreement shall constitute an original for all purposes.

8.3     Recitals, Schedules and Annexes. The recitals, schedules and annexes to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth at length herein.

8.4     Construction. The article, section and subsection headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural, shall be deemed to include the others whenever and wherever the context so required.

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8.5     Entire Agreement.   This Agreement, including the exhibits attached hereto and other documents referred to herein, contains the entire understanding of the parties hereto in respect of its subject matter and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

8.6     Notices. Any notice or communication required or permitted hereunder shall be given in writing, sent by [i] personal delivery, [ii] recognized overnight delivery service, [iii] telecopy, telegram or telex, or [iv] registered mail, addressed to the parties to the respective addresses set forth on the first page of this Agreement or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party transmitted in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of overnight delivery service or mail, one day following delivery to an overnight express courier service, or on the date set forth on the receipt for registered or certified mail, as applicable, or in the case of telecopy, telegram or telex, upon receipt.

8.7     Separability.  In case any provision of this Agreement not material to the benefits intended to be conferred hereby shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.8     Further Assurances: Each party to this Agreement covenants and agrees that, from time to time prior to or subsequent to the Closing Date, it shall, at the request and expense of the requesting party, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as any other party to this Agreement, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate the transactions contemplated in this Agreement.

8.9     Attorney's Fees and Costs. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, at trial and all appellate levels.

8.10     Confidentiality. Each party shall use reasonable diligence to keep the terms of the transactions described in this Agreement confidential and shall encourage its advisors and agents to do the same. In the event that the subject transactions are not consummated, each party shall promptly return to the other any materials containing due diligence information, or shall certify in writing that all such information and materials have been destroyed. The provisions of this paragraph shall survive the termination of this Agreement and the Closing.

8.11     Governing Law and Venue. This Agreement is to be construed under and governed by the laws of the State of New York and the venue for the enforcement of this Agreement shall be solely and exclusively in the State of New York.

8.12     Survival of Representations and Warranties. The representations and warranties of the Sellers or the Purchaser shall survive the Closing of this Agreement.

8.13     Currency. All dollar amounts referred to in this Agreement, if any, are stated in United States of America currency, unless otherwise expressly stated.

8.14     Gender and Number. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include both genders.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.

BOW RIVER CAPITAL FUND, LP
By:
	Authorized Signatory Name: Title:
BOW RIVER CAPITAL FUND II, LP
By:
	Authorized Signatory Name: Title:
BG CAPITAL GROUP LTD.:
By:
	Name: Title:

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EXHIBIT A

CLOSING CERTIFICATE

The undersigned, a Manager of Bow River Capital Partners, LLC, the General Partner of [Bow River Capital Fund, LP] ("Seller") hereby certifies pursuant to that certain Share Purchase Agreement dated February 2, 2005 (the "Agreement"), under which Seller is selling its shares of common stock of The Neptune Society Inc. to BG Capital Group Ltd., that all of the Seller's warranties and representations set forth in the Agreement are true, complete and correct as of the date of this Certificate.

BOW RIVER CAPITAL FUND, LP
By:  Bow River Capital Partners, LLC
	By:
	Name:	Bernard Darre
		Title: Manager

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EXHIBIT B

LETTER OF INSTRUCTION

To:	Interwest Stock Transfer Co.
	1981 E. Murray Holladay Rd., Suite 100
	P.O. Box 17136
	Salt Lake City, UT  84117
	Re: The Neptune Society Inc. (the "Company")

The undersigned has sold, on behalf of its registered owner, certain shares of the common stock of the Company (the "Shares"). The following certificates for Shares of the Company's common stock have been delivered with this Letter of Instruction, accompanied by the appropriate stock power with a signature guarantee medallion stamp:

Certificate No.	Name of Registered Owner	No. of Shares
3194	Bow River Capital Fund LP	69,596
3195	Bow River Capital Fund II LP	169,019

Please deliver certificates representing shares of common stock of the Company to the following person in the specified amount:

Name and address of New Registered Owner	No. of Shares	Date of Purchase
BG Capital Group Ltd. c/o 2424 North Federal Highway Suite 101 Boca Raton, FLA  33431	238,615	February 2, 2005

Thank you for your assistance in the matter.

Dated: February 2, 2005	Signature:
	Print Name:
	Address:
	Phone:

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