SecProbe.io

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May 23, 2005

Via Facsimile 212.698.3599 and U.S. Mail

Morris Orens, Esq.
Dechert LLP
30 Rockefeller Plaza
New York, New York 10112

RE:	The Neptune Society, Inc.
	Schedule 13E-3
	Filed: April 26, 2005 by BG Capital Group Ltd.,
	Brooklyn Holdings LLC
	and Robert Genovese
	File No. 5-61997

Dear Mr. Orens:

We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your explanation as to why any comment is inapplicable or a
revision is unnecessary. Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information,
we may or may not raise additional comments.

Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule 13E-3

General

1. The Schedule 13E-3 does not include information regarding the
anticipated dissemination of the disclosure document to security
holders.  As the proposed transactions involve purchases by an
affiliate group, the affiliated group must comply with Rule 13e-
3(f).  The information required by Rule 13e-3(e) and Schedule 13E-3
must be provided to each person who is a record holder of a class
of equity securities subject to the Rule 13e-3 transaction as of a
date not more than 20 days prior to the date of such purchase.
Please advise us, with a view toward disclosure, how the affiliated
group intends to comply with the dissemination requirements with
respect to any initial purchase and subsequent purchases.

2. We note the affiliated group intends to make purchases of the
subject class from time to time.  In the absence of disclosure to
the contrary, it appears that the affiliated group has determined
that the filing of the initial Schedule 13E-3 and subsequent
amendments will satisfy their filing and disclosure obligations
and otherwise fully complies with Rule 13e-3 with respect to this
anticipated series of purchases.  Please confirm that the affiliated
group intends to make a new fairness determination each time it
anticipates making a new purchase in the series.  In addition, advise
us, with a view toward corrective disclosure, whether the affiliated
group intends to file and disseminate an amendment to the Schedule
13E-3 before any additional purchases occur in the series.

3. Revise to include a prominent legend on the outside cover page
that indicates neither the Securities and Exchange Commission nor
any state securities commission has: approved or disapproved of the
transaction; passed upon the merits or fairness of the
transaction; or passed upon the adequacy or accuracy of the
disclosures in the document.  The legend also must make clear that
any representation to the contrary is a criminal offense.  See
Rule 13e-3(e)(iii).

4. We could not locate the "Special Factors" section.  Please
revise to include this information.  The information required by
Items 7, 8 and 9 of Schedule 13E-3 must be prominently disclosed in
a "Special Factors" section in the front of the disclosure document.
See Rule 13e-3(e)(1)(ii).

5. The telephone number listed for Mr. Orens is incorrect.  Please
revise.

6. Provide us with a legal analysis for why the filing fee that
has been paid is in compliance with the statute and rules that
govern the filing of this schedule.

Item 1

7. A summary term sheet may not only generically describe the
price and no other terms of the proposed transactions.  A summary
term sheet, among other things, must also appear in bullet point
format. If and when the filing is amended to include a summary term
sheet, please confirm that the term sheet will fully comply with Item
1001 of Regulation M-A.  See Rule 13e-3(e)(i).

Item 2

8. Advise us why the reverse stock split that was effectuated on
or about May 19, 2000, did not comply with Rule 13e-3.

Item 5

9. Revise to describe any negotiations or material contracts
concerning the matters referred to in this section, or advise.
See Item 5(b) and (c) of Regulation M-A.

10. Advise us whether consideration was given to complying with
Rule 13e-3 for the transactions that have been identified that
occurred on April 27, 2004 and February 2, 2005.

Item 7

11. Item 7(d), if and when amended, must disclose all of the
benefits and detriments of the transaction to the issuer and the
affiliated parties.  For example, this section must discuss the fact
that the issuer will be the direct, and the affiliated group the
indirect, beneficiaries of projected net savings for terminating
registration under the Exchange Act.  Quantify your response to the
extent possible.  See Instruction 2 to Item 1013 of Regulation M-A.

12. We note Neptune suffered an operating loss in 2003.  Disclose,
if true, that the affiliate group will benefit from the Company`s
future use of operating loss carryforwards.  Quantify this benefit
to the extent practicable.  See Instruction 2 to Item 1013 of
Regulation M-A.

Closing Comments

	Please file an amended Schedule 13E-3 in response to these
comments.  Mark the amendments so that the revisions, including
those made not in response to staff comment, are clear and
distinguishable from the text of earlier submissions.  See Rule 310
of Regulation S-T.  In addition, please furnish a cover letter that
keys your responses to our comments and provides any supplemental
information we requested.  This comment letter should be filed on
EDGAR as correspondence.  If you believe complying with a comment
is not appropriate, tell us why in your letter.  You should be aware
that we might have additional comments based on your responses.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the issuer, its management and its affiliates are in
possession of all facts relating to the disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide, in writing, a statement from each of the filing persons
acknowledging that:

* The filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filings
or in response to our comments on your filing.

	Please direct any questions regarding the comments to me in
the Office of Mergers and Acquisitions at (202) 551-3266.

Sincerely,

Nicholas P. Panos
Special Counsel
Office of Mergers & Acquisitions

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