-----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, FUx11R7KSaHCZ3AJ6ul8VtAkoMRDpLKqmuzmOXElt/K63FuJegbdU8goFhiEuv65 vrXcerHbXV/EdpNqYW1RaQ== 0001014909-02-000124.txt : 20020415 0001014909-02-000124.hdr.sgml : 20020415 ACCESSION NUMBER: 0001014909-02-000124 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPEX LP CENTRAL INDEX KEY: 0001169570 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 518 17TH STREET STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038694700 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-61997 FILM NUMBER: 02584262 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 SC 13G 1 sch_13gcapex.txt SCHEDULE 13G - CAPEX, L.P. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___) The Neptune Society, Inc. ------------------------- (Name of Issuer) Common Stock, $0.002 par value ------------------------------ (Title of Class of Securities) 640776 20 9 -------------- (CUSIP Number) March 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) [X] 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.: 640776-20-9 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CapEx, L.P. I.R.S. Identification Number: 84-1450746 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER: 1,525,000 (1) NUMBER OF ----------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER: -0- OWNED BY ----------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER: 1,525,000 (1) PERSON ----------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER: -0- - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,000 (1) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.1% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- (1) Includes (i) 405,000 shares of common stock owned directly by the Reporting Person, (ii) 120,000 shares underlying warrants which are immediately exercisable, and (ii) 1,000,000 shares issuable upon conversion of a convertible debenture which is immediately convertible. CUSIP NO.: 640776-20-9 13G Page 3 of 5 Pages ITEM 1. (a) NAME OF ISSUER: The Neptune Society, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3500 West Olive, Suite 1430 Burbank, CA 91505 ITEM 2. (a) NAME OF PERSON FILING: CapEx, L.P. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 518 17th Street, Suite 1700 Denver, CO 80202 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock, $0.002 par value (e) CUSIP Number: 640776-20-9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) OR (c), 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 (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F) CUSIP NO.: 640776-20-9 13G Page 4 of 5 Pages (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) If this statement is filed pursuant to section 240.13d-1(c) check this box [X]. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 1,525,000 shares (includes (i) 405,000 shares of common stock owned directly by Reporting Person, (ii) 120,000 shares underlying warrants which are immediately exercisable, and (ii) 1,000,000 shares issuable upon conversion of a convertible debenture which is immediately convertible). (b) Percent of Class*: 14.1% (c) Number of shares as to which Reporting Person has: (i) Sole power to vote or to direct the vote: 1,525,000 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 1,525,000 (iv) Shared power to dispose or to direct the disposition of: -0- -------------- * All percentages herein are based on 9,697,601 shares of Common Stock reported to be outstanding as of the close of business on March 14, 2002 by the Issuer in its capitalization table provided to Reporting Person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. CUSIP NO.: 640776-20-9 13G Page 5 of 5 Pages 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. D.H. Blair Investment Banking Corp., a New York corporation not affiliated with the Reporting Person ("DHB"), 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 DHB may currently be exercised or converted into 80,000 shares and 666,667 shares of the Issuer's common stock, respectively. The exercise of certain rights relating to the debentures and warrants held by DHB and the Reporting Person are governed in certain respects by the Purchase Agreement. In addition, DHB and the Reporting Person have granted to each other a right of first refusal and certain co-sale rights relating to the warrants, the debentures and the shares issuable thereunder. The Reporting Person believes that it and DHB 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. ITEM 10. CERTIFICATION. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 25, 2002 CAPEX, L.P. By its General Partner, RBP, LLC By: /s/ Evan Zucker ------------------------------------- Evan Zucker, Managing Partner -----END PRIVACY-ENHANCED MESSAGE-----