-----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, OnGwoE5MnCAdbVA0cNAH7EVgOpTosxpLUaoCujR/K8p5e+ZYWzzIcLgzkxjITxUL jXHz9QIZ1m/GVnYDrUmaug== 0001014912-04-000014.txt : 20040220 0001014912-04-000014.hdr.sgml : 20040220 20040219182647 ACCESSION NUMBER: 0001014912-04-000014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040220 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: 04617319 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: BOW RIVER CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001280715 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1490 LAFAYETTE ST STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80218 BUSINESS PHONE: 3038618466 MAIL ADDRESS: STREET 1: 1490 LAFAYETTE ST STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80218 SC 13G 1 s13g_feb2004.txt BOW RIVER FOR HOLDINGS IN NEPTUNE 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, $0.008 par value ------------------------------ (Title of Class of Securities) 640776209 -------------- (CUSIP Number) February 6, 2004 ------------------------------------------------------- (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) BOW RIVER CAPITAL PARTNERS, LLC - ------------------------------------------------------------------------------- 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: 905,282 (1) NUMBER OF ---------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER: -0- OWNED BY ---------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER: 905,282 (1) PERSON ---------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER: -0- - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 905,282 (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 14.6% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- (1) Consists of 69,596 shares of common stock and currently exercisable warrants to purchase 194,445 shares of common stock owned by Bow River Capital Fund, LP ("Bow River") and 169,019 shares of common stock and currently exercisable warrants to purchase 472,222 shares of common stock owned by Bow River Capital Fund II, LP ("Bow River II"). The Reporting Person is the general partner of Bow River and Bow River II. 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: 100 North First Street, Suite 205 Burbank, CA 91502 ITEM 2. (a) NAME OF PERSON FILING: Bow River Capital Partners, LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1490 Lafayette Street, Suite 400 Denver, Colorado 80218 (c) Citizenship: Delaware (d) Title of Class of Securities: Common Stock, $0.008 par value ("shares") (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 0f 1940 (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 (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 (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 by Bow River Capital PARTNERS, LLC 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: 905,282 shares. (Includes 238,615 shares of common stock owned by Bow River and Bow River II and 666,667 shares underlying currently exercisable warrants owned by Bow River and Bow River II. Excludes 500 shares of common stock owned personally by Bernard C. Darre, a principal of the Reporting Person, as to which the Reporting Person disclaims beneficial ownership.) (b) Percent of Class*: 14.6% (c) Number of shares as to which Reporting Person has: (i) Sole power to vote or to direct the vote: 905,282 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 905,282 (iv) Shared power to dispose or to direct the disposition of: -0- -------------- * All percentages herein are based on 5,773,205 shares of Common Stock reported to be outstanding as of the close of business on December 1, 2003 by the Issuer in its prospectus dated December 24, 2003. 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 [ ]. CUSIP NO.: 640776-20-9 13G Page 5 of 5 Pages 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. Not applicable. 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: February 19, 2004 BOW RIVER CAPITAL PARTNERS, LLC By: /s/ Bernard C. Darre ------------------------------------- Bernard C. Darre, duly authorized officer -----END PRIVACY-ENHANCED MESSAGE-----