SecProbe.io

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                                               October 18, 2005

Mr. Michael Fay
Branch Chief
Division of Corporate Finance
U.S. Securities & Exchange Commission
Washington, DC 20549

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

Dear Mr. Fay:

	In response to your letter dated October 13, 2005, providing the
staff?s comments to the Form 10-KSB filed by Neptune Industries, Inc. for
the fiscal year ended June 30, 2005, we have reviewed the comments and will
undertake the additional, expanded disclosure recommended in comments 1
through 10 in all future filings by Neptune Industries, Inc.  Further, in
connection with this response to the staff comments, Neptune Industries,
Inc. (the ?Company?) acknowledges that:

          -     The Company is responsible for the adequacy and accuracy of
                the disclosures 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.

	With regard to the specific comments in your letter, we further
respond as follows:

Management Discussion and Analysis, page 13

Results of Operations, page 15

1. 	With respect to the current negative gross margin on sales, the
Company will modify the discussion of Cost of Sales under Results of
Operations in all of its future filings with the Commission by adding the
following language:

     Negative Gross Margins

The Company currently has negative gross margins on sales due in part to a
lack of sufficient infrastructure/production facilities to house sufficient
inventory to accommodate the seven to ten month growth cycle for the
inventory of fish on the farm.  Our current fish farming operations are
relatively small in scope, at approximately 230,000 lbs of production per
year. The Company?s operations have experienced a higher relative cost of
sales due to our inability to purchase in larger quantities, overall price
increases for fingerling stock, and operational size limitations. In order
for these conditions to change, our operations must capitalize on the
inherent benefits of economies of scale in significant cost items such as
fingerlings, feed and oxygen. Management has detailed expansion plans to
add further infrastructure to the existing forty-eight acre farm site to
expand our production significantly. This planned expansion depends on our
ability to raise additional capital for expansion and working capital.  The
Company intends to undertake a private offering of additional common shares
during the quarterly period ending December 31, 2005 for up to $2.5 million
in additional capital, but there can be no assurance that such an offering
will be made as planned or, if made, that we will be able to raise the
additional working capital needed for this expansion.

2.	With respect to the significant changes in our inventory amounts, the
Company will modify the discussion of Cost of Sales under Results of
Operations in all of its future filings with the Commission by adding the
following language:

     Inventory Fluctuations

The Companys hybrid striped bass is produced under the continuous
culture rather than the batch culture production method. Continuous
culture ensures that product becomes ready for market each week, as opposed
to an entire crop being harvested at a single point in time. Accordingly,
certain tanks are emptied monthly, and subsequently re-stocked with
fingerlings (small, juvenile fish). Due to the very small size of the
fingerlings (60 to 300 fish to the pound), tanks can be stocked with a
significantly larger number of fish than can be grown to maturity in a
similar sized tank. As the juvenile fish grow, they are dispersed to
multiple tanks to grow to market size. Therefore, at certain times during
the year, the inventory varies significantly depending upon the ratio of
fingerlings to mature fish in stock.  We carry over seven months of
inventory due to the seven to ten month growth period for the fish stock
and our practice of introducing new fingerlings to the production base at
regular intervals, so that we are able to produce mature fish for sale
every week.  This results in an average inventory age of about six months.

Liquidity and Capital Resources, page 16

3.		The material terms of the management agreement with South
Florida Aquaculture, Inc. were described under Note 8. Related Party
Transactions, under Notes Payable, as follows:

In May 2001, Blue Heron entered into a security agreement with South
Florida Aquaculture, Inc., a Florida corporation, which is a 5% owner of
Blue Heron, for the purchase of certain business assets in the amount of
$200,222. A payment was made at signing in the amount of $27,000, leaving a
balance of $173,222. At June 30, 2005 and 2004, notes payable consists of
the following:

<TABLE>
<CAPTION>
			                                             2005
	2004
<C>                                                             <S>
<S>
Note payable for business assets, payable in
total monthly installments of $4,282 bearing
interest at 8.5% and 10%, secured by business
assets, due June 2005	                                   $	-     	$
	52,949

Less current portion	                                    (	-    )	(
	52,949)

Long-term portion	                                         $	-     	$
-
</TABLE>

The amount referenced above of $173,222 was a four year note. As of June
30, 2005, the Company paid off this promissory note in its entirety, and
has no further material commitment to South Florida Aquaculture, Inc. under
the agreement.  Accordingly, there does not appear to be any additional
disclosure required in future filings with respect to this matter.

Other material commitments of the Company, described in Notes 8 and 10 of
our financial statements, will be added to the discussion of Liquidity and
Capital Resources in all future filings with the Commission, generally as
follows:

     Material Commitments

Our material commitments are as follows:

Note payable to bank, due June 2007, payable in monthly installments of
$302, including interest at 7.54 percent, secured by a vehicle.  The
principal balances on this note as of June 30, 2005 and 2004, were $6,976
and $9,968, respectively.

Three year lease contract for a 2004 GMC truck, payable in the amount of
$596 per month until March, 2007.

Three year lease contract for a 2004 GMC truck, payable in the amount of
$552 per month until March, 2007.

The Company has a supply contract with Air Gas South, Inc. for oxygen tank
rentals. The contract is for a five year period ending in March, 2007 and
provides for a monthly lease payment of $846.

In December 2003, the Company executed two promissory notes, each in the
principal amount of $50,000, to two unrelated third parties. Each note is
due on December 12, 2005 and includes interest payable at a rate of 10% per
annum. Upon signing of the notes, each lender received one hundred thousand
(100,000) restricted common shares of the Company. Accrued interest on
these notes was $15,000 as of June 30, 2005 and was included in accrued
interest.   On August 24, 2005, one of these promissory notes, plus accrued
interest, was converted to 116,666 shares of common stock and a warrant to
purchase an additional 58,333 common shares at a purchase price of $0.75
per share for a period of three years

Beginning in February, 2002, the Company issued a series of five
convertible notes to one of its shareholders, totaling $95,000 in principal
amount.  In December 2003, the Company repaid $20,000 of the principal
amount, and another $20,000 was converted to common stock in July 2004,
leaving a balance of $55,000 still due on the remaining notes. One note for
$20,000 is due in December, 2005, and second note for $25,000 and a third
note for $10,000, were extended to September 1, 2005. Accrued interest on
these notes was $4,141 at June 30, 2005 and was included in accrued
interest. All of the notes bear interest at 10 percent per annum, except
the $10,000 note, which is at 15 percent per annum.  On August 23, 2005,
the balance due on these notes of $55,000 was converted into 119,740 shares
of common stock and a warrant to purchase an additional 59,870 common
shares at a purchase price of $0.75 per share for a period of three years

In July, 2004, the Company executed a Convertible Note for $25,000 to a
shareholder of the Company.  The note is due on July 28, 2006. Accrued
interest on this note was $2,292 at June 30, 2005 and was included in
accrued interest.

On June 21, 2005, the Company executed a $100,000 Subordinated Convertible
Bridge Note payable to an existing shareholder of the Company, due on
October 21, 2005, with interest accruing at a rate of 10 percent per annum.
This note included 50,000 warrants to purchase shares of common stock at an
exercise price of $0.50 per share for a period of three years from the date
of the note. Additionally, the holder has the right to convert the note to
shares of common stock and warrants of the Company on the basis of $0.50
per unit, with each unit made up of one share of common stock and one-half
of a warrant to purchase a share of commons tock at $0.75 per share for a
period of three years.  .

During the fiscal year ended June 30, 2002, the Company entered into an
agreement to retire the outstanding preferred stock held by our officers,
Messrs Papadoyianis and Cherch, in exchange for $100,000. The Company paid
$30,000 of this amount at that time and the remaining $70,000 was converted
to a note payable accruing interest at a rate of 8 percent per year.
Accrued interest on this note was later converted to preferred stock.

The Company previously entered into an employment agreement, with its
aquaculture facilities manager, through October 31, 2005, that provided for
a minimum annual salary of $35,000. In July 2005, the employment agreement
was renewed, effective November 1, 2005, for another four years through
October 31, 2009, and provides for a minimum annual salary of $42,000.

Also in March 2005, the Company retained the services of The Eversull
Group, Inc. an investor relations company. The one year agreement beginning
April 1, 2005, provides for payment of $2,000 per month, and 41,667 shares
of restricted common stock for a total agreed value of $12,500 for investor
relations services. The accrued monthly payment of $6,000 due as of June
30, 2005, was included in accounts payable.

In May 2005, the Company retained the services of Equity Communications,
LLC, a financial public relations company. The one year agreement for
services provided for payment of $6,000 per month and options to purchase
83,334 shares of common stock at $0.90 per share, and another 83,334 shares
of common stock at $0.54 per share, for a period of five years.  The
accrued monthly amount of $12,000 due as of June 30, 2005, was included in
accounts payable.  This agreement was terminated by mutual agreement of the
parties as of September 27, 2005, and all accrued compensation due in cash
or options was also canceled, with no further obligation by the Company.

      The Company expects to pay for its material commitments listed from
revenues from its current operations as well as from additional capital
expected to be raised by the from a planned private offering of common
stock for up to $2.5 million in the final calendar quarter of 2005.  There
can be no assurance that the Company will be able to raise the  additional
capital as needed or to continue its current operations unless such
additional capital is secured by the Company.

4.	The Companys current expansion plans are described under Item 6,
Management Discussion, (pgs 13-15) in the filing. In all future filings
with the Commission, we will expand our discussion by inserting the
following language before Other Areas of Development:

The Company has identified three phases for the expansion of its Florida
City, Florida site. Management proposes to utilize approximately $600,000
of the proceeds of a planned private offering of its common stock on
physical improvements, equipment, and working capital to expand the Blue
Heron South Farm in the first of the three phases of development.

Approximately two acres of the South Farm site of six acres, have been
designated for a Phase I expansion.  Management intends to utilize this
area for hybrid striped bass grow-out production. The successive addition
of over thirty, above-ground circular tanks should provide an additional
400,000 pounds per year of production. Capital investment for this Phase I
two acres parcel development of the South Farm has been estimated at
$600,000. Following the completion of this expansion, management intends to
embark on the successive renovation of the remaining four acres of the
South Farm site (Phases II and III). The capital investment for this
expansion has been estimated at $1,000,000, and would result in an
additional 700,000 to 1,000,000 pounds of production per year.

The Company intends to offer common shares and warrants to acquire
additional common shares under a private offering during the fourth
calendar quarter of 2005.  Although not finally fixed, the Company expects
the offering to be for up to $2.5 million in additional capital, at an
offering price of $0.50 per unit, with each unit consisting of one share of
common stock and a one-half of a warrant to acquire an additional; share of
common stock at a price of $0.75 per share for a period of three years.
Any offer or sale of a unit, if made, will be made only pursuant to a
private offering memorandum to be prepared by the Company, and only to
accredited investors.  There can be no assurance that such an offering will
be made, or, if made, that such an offering will be successful, or that the
Company will be able to raise the additional capital needed to continue and
expand its operations.

Financial Statements, page F-1

Consolidated Balance Sheets, page F-2

5.	The Company believes that its inventory is recoverable because there
are expenses included in cost of goods sold that have an indirect relation
to sales, such as depreciation and utilities, which would not be cost
effective to break out to general administrative expenses.  Our gross
losses to date are attributable primarily to the fact that we are still
building our customer base to grow our revenues.

6.	The majority of our equipment is comprised of water towers and pumps
constructed by Company personnel, and waterways built into the ground.
These towers were constructed in 2001 and the raceways were also acquired
in 2001.  We provide all maintenance of these towers ourselves.  These
assets are permanently attached to the property and, therefore, may not be
sold separately, but only as a part of the business.  For purposes of SFAS
144, we have estimated the recoverability of our equipment to be
$2,367,792, based on an increase in sales of 5 percent per year for the
next five years, which amount is in excess of the current carrying value of
our fixed assets of $561,323.

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

Basis of Presentation, page F-8

7.	As discussed in ARB 51 at paragraph 15, In the unusual case in which
losses applicable to the minority interest in a subsidiary exceed the
minority interest in the equity capital of the subsidiary, such excess and
any further losses applicable to the minority interest should be charged
against the majority interest, as there is no obligation of the minority
interest to make good such losses.  However, if futu