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CORRESP
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Nature Vision, Inc. Correspondece Dated: July 5, 2005

[Nature Vision, Inc.
letterhead]

July 5, 2005

     United States

     Securities and Exchange Commission

450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C.  20549
     Via EDGAR and
Courier

Attn:

Angela
Crane, Esq.

Re:

Nature
Vision, Inc. ("Nature Vision" or "the Company")
Form 10-KSB for the year ended
December 31, 2004
Commission File No.: 0-7475

Dear Ms. Crane:

        I
am providing the following information in response to the Staff’s comments dated June
22, 2005. The paragraph numbers correspond to the paragraph numbers contained in your
correspondence.

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

Note 2, Reverse Merger
– Page F-12

1.

The
Board of Directors of Photo  Control  valued the shares based upon the following
methodology  and guidance in  determining  the  discount off the trading  market
value of common stock provided to Mr. Kiphart in the August 31, 2004 purchase of
restricted common stock shares:

•

Significant
restrictions that warranted a discount. The restrictions included voting restrictions and
registration restrictions.

•

Limited
market or trading volume of the Company’s unrestricted common stock particularly in
relationship to the significant amount of shares Mr. Kiphart purchased.

United States
 Securities and
Exchange Commission
 July 5, 2005
 Page 2

•

The
direct sale of the restricted shares of common stock to Mr. Kiphart allowed the Company
to avoid the expense and time generally associated with the sale of common stock.
Therefore, a discount to market was deemed appropriate and warranted. In addition, no due
diligence, which the Company might have had to pay for, was required on the part of Mr.
Kiphart.

•

Discount
off the freely-trading market value was not in connection with any board services.

•

 Lastly,
based on discussions with our professional advisors, a 30% discount was within the range
of discounts used in comparable PIPE transactions.

Following
are specifics related to the comments noted above.

Significant
restrictions that warranted a discount

The
shares issued to Mr. Kiphart were restricted shares and Mr. Kiphart relinquished his
voting rights for a period of 2 years following the purchase. In addition, Mr. Kiphart did
not receive any registration rights in connection with the purchase of the common shares.
The following comments address the consideration of the restrictions on the market value
based on accounting guidance and certain SEC guidance.

The
most objective evidence of value, if available, is the quoted market price of the same or
similar publicly traded securities of the issuer, but other factors such as volatility of
market prices for the securities, number of shares issued in relation to number of shares
traded and restrictions on voting privileges or subsequent disposition of the securities
should be considered. As stated in FAS 141, par. 22, numerous factors enter into the
valuation of equity securities issued in a business combination accounted for by the
purchase method, and the quoted market price on a given day is not an absolute value
indicator as possible effects of price fluctuations, quantities traded, issue costs and
the like should be considered. The readily available market quotations refer to reports of
current public quotations for securities similar in all respects to the securities being
issued. No such current public quotations existed in this case of restricted securities
for the stock issued to Mr. Kiphart.

The
following guidance from SEC FRP 404 (SEC 4930.404.04) was also considered for valuing the
issuance of the restricted shares to Mr. Kiphart. Pursuant to SEC FRP 4930.404.04, related
to valuation of portfolio

United States
 Securities and
Exchange Commission
 July 5, 2005
 Page 3

securities
of an investment company, the fair value of restricted securities must be determined in
good faith by the board of directors. While we are not an investment company pursuant to
SEC rules, the valuation of the restricted common shares issued to Mr. Kiphart, we believe, results
in a need to review other factors such as volatility, number of shares issued in
relationship to shares outstanding and the voting and registration restrictions agreed to
by Mr. Kiphart. Restricted securities are often purchased at a discount, frequently
substantial, from the market price of outstanding unrestricted securities of the same
class.

Limited
market or trading volume

Our
stock is thinly traded and the issuance of a very large block of the restricted common
shares to Mr. Kiphart (approximately 16% of the outstanding stock after the August 31,
2004 merger and approximately 38% of Photo Control’s outstanding common stock before
the merger) provides for an illiquid market to trade the shares in the near term, because
they cannot be readily sold at current market prices, even without the restrictions, we
believe a discount to market was warranted for this fact.

Direct
sale of the restricted stock avoided expense and time generally associated with the sale
of stock

The
direct sale of restricted securities permitted the sellers to avoid the expense, time and
other factors which registration entails. In addition, the Company was not required to pay
for any costs related to due diligence fees or investment banking fees generally
associated with the sale of securities. In our case, we did not hire an investment banker
and, as such, the typical fee due the investment banker was not required and also was a
factor used to determine the market value negotiated with Mr. Kiphart.

Discount
was not in connection with board services

Mr. Kiphart was an independent  director prior to the merger and continues to be
an independent  director at this time. The discount provided was not in exchange
for board services or any other services rendered or to be rendered. Mr. Kiphart
has received options prior to and subsequent to the merger in an amount equal to
other independent directors at the time of issuance.

United States
 Securities and
Exchange Commission
 July 5, 2005
 Page 4

Discounts
on PIPE transactions

We received advice from our professional advisors that a 30% discount was within the range of
discounts used in comparable PIPE transactions.

Conclusion

The
valuation of restricted securities by reference to the market place for unrestricted
securities of the same class assumes that the market price for unrestricted securities of
the same class is representative of the fair value of the securities. We believe this is
not the case, as the market for our unrestricted securities is not a true indicator of
value of the restricted shares the Company issued to Mr. Kiphart. In summary, we believe
there is no automatic formula by which a company can value restricted securities. We
believe the discount negotiated with Mr. Kiphart for the sale of restricted common shares
by our board of directors was based in good faith, using all the facts and circumstances
and the proceeds received for the sale of the restricted common stock represents fair
value.

     2.
          The pro forma adjustments are for the elimination of the historical depreciation
          expense on property and equipment and amortization expense on identifiable
          intangible assets owned by Photo Control Corporation prior to the merger and
          also included the addition of depreciation and amortization related to those
          assets based on the revised valuation. Therefore, the pro forma results of
          operations for the years ended December 31, 2004 and 2003 include the entire 12
          months of depreciation and amortization expense for the assets acquired based on
          the revised cost basis determined pursuant to FAS 141. The primary portion of
          these adjustments for depreciation is related to the cost of the Photo Control
          Corporation building acquired and for amortization related to the cost of the
          Photo Control Corporation patent acquired.

        If
you have any questions or comments with respect to the foregoing, please contact me at
(218) 825-0733.

     Regards,

     /s/ Michael R. Day

     Michael R. Day,
Chief Financial Officer

c:

Mr.
Steven Stensrud
J.C. Anderson, Esq.