SecProbe.io

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Mail Stop 0306

May 12, 2005

VIA U.S. MAIL AND FAX (218) 825-0721

Mr. Michael R. Day
Chief Financial Officer
Nature Vision, Inc.
213 Northwest 4th Street
Brainerd, Minnesota 56401

	Re:	Nature Vision, Inc.
		Form 10-KSB for the year ended December 31, 2004

Dear Mr. Day:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our 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 comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources - Page 12

1. We note that the Liquidity and Capital Resources discussion in
your MD&A is, in part, a recitation of your cash flow in narrative
form. In accordance with Item 303 of Regulation S-B please revise
future filings to discuss those items which management
specifically
believes may be indicators of the company`s liquidity condition in
both the short term and long term. Further, describe for investors
any uncertainties related to the reverse merger that could impact
your liquidity.

Item 8A. Controls and Procedures - Page 13

2. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "in ensuring that
material information related to the Company is made known to them
by
others within Nature Vision."  The language that is currently
included after the word "effective" in your disclosure appears to
be
superfluous, since the meaning of "disclosure controls and
procedures" is established by Rule 13a-15(e) of the Exchange Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).

3. We note your statement that your "Chief Executive Officer and
Chief Financial Officer, have reviewed [your] disclosure controls
and
procedures as of the end of the period covered by this report
[and]
based upon this review, Messrs. Zernov and Day believe that [your]
disclosure controls and procedures are effective in ensuring that
material information related to Nature Vision is made known to
them
by others within Nature Vision." It does not appear that your
certifying officers have reached a conclusion that your disclosure
controls and procedures are effective.  Please revise your
disclosure
in future filings to address your officers` conclusions regarding
the
effectiveness of your disclosure controls and procedures.

Note 1. Summary of Significant Accounting Policies - Page F-6

Stock-Based Compensation - Page F-9

4. We note that you are using the minimum value method to estimate
the value of your options.  This method is appropriate for a
nonpublic entity.  However, as indicated under Appendix E of SFAS
123, a company that makes a filing with a regulatory agency in
preparation for the sale of any class of equity securities in a
public market is considered to be a public entity.  Supplementally
discuss the consideration that you have given to this guidance.

Note 2. Reverse Merger - Page F-12

5. We note that Richard Kiphart was required to purchase 324,395
shares of common stock for an aggregate purchase price of $1
million.
Tell us more about this agreement, specifically describe how you
valued and recorded the transaction.  Support the entries you
recorded and cite the specific accounting guidance upon which you
relied.

6. Tell us the nature of the amounts included in the "pro forma
adjustments" as of December 31, 2004 and 2003.

7. Please explain supplementally the valuation methodology and
significant assumptions used to allocate the purchase price to the
acquired assets and liabilities, including identifiable intangible
assets.  Since your purchase price allocation resulted in a
decrease
from the historical book value of the assets recorded, please tell
us
how you made your valuation.

8. In this regard, we note that PHOC revalued several real and
intangible assets as of the date of the merger.  Supplementally
provide us with your analysis that indicates no impairment existed
prior to the merger with respect to these assets.

Note 14. Concentrations - Page F-19

9. Revise future filings to quantify the amount of purchases from
the
business which is controlled by one of your board members.  Note
that
significant related party transactions should be disclosed on the
face of the financial statements. Please revise future filings or
advise us why this disclosure is not necessary.

* * * * * * * *
      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	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 company and its management are in possession of all
facts
relating to a company`s 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 the company acknowledging that

* The company is 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 company 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 filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
824-
5506, or me at (202) 942-1931 if you have questions regarding
these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.

							Sincerely,

							Angela Crane
							Branch Chief

Mr. Michael R. Day
Nature Vision, Inc.
May 12, 2005
Page 5

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