SecProbe.io

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Mail Stop 3561
                                              October 13, 2005
Mr. Robert Hipple
Chief Financial Officer
Neptune Industries, Inc.
2234 N. Federal Highway, Suite 372
Boca Raton, FL 33431

      Re: Neptune Industries, Inc.
          Form 10-KSB for the year ended June 30, 2005
          Filed September 1, 2005
          File No. 000-32691

Dear Mr. Hipple:

      We have reviewed the above referenced filing and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  In some
of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Please be as detailed as
necessary in your explanation.

      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 filings. We look forward to
working with you in these respects and welcome any questions you may have
about any aspects of our review.

Managements Discussion and Analysis, page 13

Results of Operations, page 15

1. Please explain to us and in your filing why you have negative
   gross margins on sales, whether you believe this condition will
   change in the future, and if so, what factors will lead to such a
   change.

2. With regard to inventory, please disclose the reason for
   significant changes in balances and disclose why you carry over a
   half year`s supply.

Liquidity and Capital Resources, page 16

3. Please discuss the material terms of the management agreement you
   have with South Florida Aquaculture, Inc. for the operation of the
   fish farm as well as all other material commitments.  Your revised
   discussion should also include the expected sources of funds for
   such expenditures.  Refer to Item 303(b)(iii) of Regulation S-B for
   guidance.

4. Expand your discussion to provide greater detail on your expansion
   plans for the next twelve months, the capital required for that
   expansion and how you plan to raise that capital.

Financial Statements, page F-1

Consolidated Balance Sheets, page F-2

5. Please tell us why you believe your inventory is recoverable.
   Considering your history of gross losses it appears that your
   inventory is less than net realizable value.

6. Considering your history of operating losses, please provide
   your test of recoverability of your property and equipment under
   SFAS 144.  As part of your response, identify the assets and the
   dates they were acquired.

Note 1: Summary of Significant Accounting Principles, page F-8

Basis of Presentation, page F-8

7. Please tell us where the minority interest of Blue Heron Aqua
   Farm, LLC is recorded on your consolidated financial statements.

Revenue Recognition, page F-9

8. Please clarify for us and in your filing when you recognize
   revenue.  Your policy states that you recognize revenue upon
   shipment, however, under Item 1: Business you state that your
   customers pick up the seafood from the fish farm.

Inventory, page F-12

9. Please revise your policy to disclose the type of overhead costs
   capitalized in inventory and how such costs are allocated between
   inventory and periodic expense.  Please also disclose the balances
   of the four components of inventory - seafood, feed, chemicals, and
   overhead.

Other

10. Please revise the notes to your financial statements to disclose
    the terms of your convertible preferred stock.

                              * * * * *

      Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand that
we may have additional comments after reviewing your response.

      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 filing;

* staff comments or changes to disclosure in response to staff
  comments 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 Patrick Kuhn at 202-551-3308 with any
questions.  You may also contact Lyn Shenk at 202-551-3380 or the
undersigned at 202-551-3812 with any concerns as we supervised the
review of your filing.

								Sincerely,

								Michael Fay
								Branch Chief

Neptune Industries, Inc.
October 13, 2005
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