SecProbe.io

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Mail Stop 4-6

      February 11, 2005

Dr. Paul Petit
President/Chief Executive Officer
Naprodis, Inc.
13000 Danielson St.
Suite K
Poway, CA 92064

      RE:	Naprodis, Inc.
   Registration Statement on Form SB-2
   File No. 333-122009

Dear Dr. Petit:

      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 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 question you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that you intend to conduct a concurrent primary and
secondary offering at $.15 per share.  Please advise how the
offerings will be administered to ensure that once a trading
market
develops the company share price is not adversely affected by the
downward sales pressure of selling shareholders.
2. Advise of the status of any blue sky registration.
3. We note from your website that Naprodis Inc. is the official
distributor of Phybiosis brand products, but you have not
disclosed
the relationship in your business section. We also note that Paul
Petit was previously employed by Phybiosis and Note 5 to your
financial statements indicates that the company is controlled by a
Naprodis officer. Please disclose this relationship in your
prospectus and advise if Paul Petit controls Phybiosis.  Please
also
supplementally advise as to any additional relationships among
Paul
and Alain Petit, Naprodis and Phybiosis.

Registration Statement Cover Page
4. Your registration statement cover page states the registration
statement includes an indeterminate number of additional
securities
for issuance upon the exercise of options or warrants pursuant to
Rule 416. However, we note disclosure throughout your document
that
indicates you have no option plans, outstanding options or
warrants.
Please advise. See also comment 49.

Prospectus Front Cover
5. Please provide the information required by Item 501(a)(10) of
Regulation S-B to the extent applicable.
6. Please include a statement disclosing the maximum number of
shares
to be offered (i.e., 2,150,000 shares - 1,000,000 to be offered by
the company and 1, 150,000 shares to be offered by the selling
shareholders.) See Item 501(a)(8)(i) of Regulation S-B.
7. Item 501(a)(5) of Regulation S-B requires you to highlight the
cross reference to the risk factors section and page number by
prominent type or in another manner.  Highlight this cross-
reference
using, for example, bold-faced type.
8. Instead of characterizing this offering as a "best efforts
offering," please consider rephrasing it as a direct public
offering
or a self-underwritten offering, since a "best efforts" offering
generally signifies the presence of a broker-dealer in the selling
efforts.

Summary, page 2
9. Please advise as to why you list shares outstanding as of
January
31, 2005 in view of your filing date of January 12, 2005.
Risk Factors, page 3
10. Clarify in the first paragraph of this section that you
discuss
all "material" risks.
11. To aid investors in identifying a material risk please
prominently separate risk factor headings from you discussion of
the
risk factor. For example, you could use bold or italic typeface
for
the headings.
12. We believe that the following revisions should be made in this
section.  However, do not limit your changes to only these; you
should reconsider and revise all of the disclosure as appropriate,
since many of your risk factor captions are too vague and generic
or
do not substantially describe the nature of the risk or harm to
the
potential shareholder.  A caption is probably too generic if:
* It may be readily transferable to other offering documents;
*  It describes circumstances that may apply equally to other
businesses that are similarly situated;
*  It states facts without specifying a consequent risk; or
* It is speculative in nature.
Discussion of facts that do not create a material risk to the
potential investor should be moved to the body of the prospectus.
Please review Staff Legal Bulletin number 7, available online at
www.sec.gov and revise the risk factors section appropriately.
See,
for example, the following risk factors that appear to be generic
or
appear to address matters that do not raise material or concrete
risks:
* To continue operating we will eventually need to earn a
profit...
* There is no assurance of future industry growth.
* Our business is subject to the risks associated with intense
competition...
* The inability to obtain adequate supplies or raw materials...
* Nutritional supplement products are supported by only limited
availability...
* Our manufacturing activity is subject to certain risks...
13. Consider disclosing risk factors that address the following,
if
appropriate:
* Your board of directors will have the authority, without
shareholder action, to issue preferred stock.
*  Your dependence on two customers.
* Adverse effects related to the individual or aggregated holdings
by
Paul and Alain Petit/S.A.R.L Naprodis.
* The limited experience of Paul Petit in accounting and/or
finance.

* The applicability of the penny stock rules.

* The fact that as a section 15(d) filer you will be able to
suspend
your reporting obligations after the first year that this
registration statement goes effective if you have less than 300
holders of record and what this means to potential investors.

* That you have a going concern report issued by your independent
auditors.

* Your engagement in a direct public offering.
* The material risks if the proceeds in this offering are less
than
the maximum, including the risk if the proceeds are only nominal.
14. In your risk factor discussion regarding dependence on outside
suppliers for raw materials, please identify these suppliers and
discuss the nature of your relationship.

Use of Proceeds, page 9
15. For ease of reading, please consider presenting the table on a
net proceeds basis. See Item 504 of Regulation S-B.
16. We note that three officers loaned Naprodis at least $12,000.
We
presume that this debt will not be discharged with the net
proceeds.
Please confirm. Similarly, please confirm that no offering
proceeds
will be used to pay off receivables to Phybiosis or Naprodis
S.A.R.L.

Management`s Discussion and Analysis and Plan of Operation, page
11

17. We suggest you make the following changes:
* Please consider whether headings would assist readers in
following
the flow your md&a section. See SEC Release 33-8350.
* Please provide greater specificity as to the necessary
milestones
for each step of your business plan such as steps necessary to
increase production capabilities, including the time periods and
costs involved.
* Please consider substantially expanding your chart on page 11 to
provide in narrative form, discussion that focuses on the material
changes to the financial statement line items of Naprodis. See SEC
Release No. 33-8350.  For example, your chart on page 11 states
salaries decreased because you hired new personnel.  First,
consider
how salaries can decrease because of hiring of new personal.
Second,
describe from management`s perspective the factors that led to the
increase/decrease in salary. Please also provide quantitative
information about current and planned personnel expenditures and
include projections on any material effect, if any, they may have
on
other line items, such as net revenues. If additional factors are
included, quantify the amount of any material change that was
contributed by each of the factors or events that you identify.
* In accordance with Rule 303(b)(iv) of Regulation S-B, you should
discuss any known trends, events or uncertainties that have had or
are reasonably expected to have a material impact on the net
sales,
revenues or income from continuing operations.  Therefore, you
should
provide a comprehensive discussion of events and uncertainties if
applicable, that may lead to increased costs in raw materials,
changes to the allocation of funds for development, marketing, and
sales for each of your distribution channels; increasing costs
necessary to expand your customer base and the resulting impact on
liquidity and uses of proceeds in product development.
* Please disclose any material commitments for capital
expenditures
and the sources of funds for such expenditures.  See Item
303(b)(1)(iii).
* Address the costs associated with Naprodis becoming a publicly
reporting company and the sources of funds to be used to pay such
costs.

Business, page 12
18. Please revise to include the information required by Item
101(b)(11) of Regulation S-B.  We note your discussion on page
seven
of the risks associated with the extensive environmental
regulation
of your manufacturing process.
General, page 12
19. Please describe in greater detail the products listed on page
12
of your prospectus.
20. Please address your sales efforts in Canada and several
foreign
countries.

Manufacturing and Product Supply, page 13
21. Please expand on your discussion of your raw materials
requirements and the names of your principal suppliers.  See Item
101(b)(5) of Regulation S-B.
22. Please disclose and describe the unrelated third party that
manufactures your products.
23. We note that 90% of gross product sales were derived from
products you manufactured excepting raw materials. We also note
from
the chart above that at least 25% of gross sales were with
products
manufactured by others.   Please advise.
24. Please supplementally disclose the full name and address of
"Airflow." Please also discuss any customizations of your
nebulizer
that would differentiate it from nebulizers sold by your
competition
or other nebulizers produced by Airflow.
25. Please describe in greater detail future growth plans into any
additional or current distribution channels. Please also discuss
the
distribution channels in materially complete terms.
26. Please include the product customization procedures described
on
your website.

Competition, page 14
27. Please discuss in materially complete terms your relative
position in the current market in which you operate, including
quantitative and qualitative information on your relative position
to
the extent known.

Research and Development, page 16
28. Please disclose in greater detail the term "minimal."

Management, page 18
29. Supplementally, advise whether any company with whom Paul and
Alain Petit are affiliated is conducting or proposes to conduct an
offering of securities.
30. If applicable, please disclose any family relationships as
required by Item 401(c) of Regulation S-B.
31. Note 5 to your financial statements describes notes owed to
three
officers. Your disclosure mentions only two officers. Please
advise.
32. Please disclose what percentage of the time Paul and Alain
Petit
currently allocate to Naprodis.
33. Expand the titles of Paul Petit to indicate that he is also
serving as principal financial officer and controller (or
principal
accounting officer). Indicate in biographical information whether
Paul Petit has any accounting and/or finance background.

Executive Compensation, page 19
34. We note no proposal, understanding or arrangement concerning
accrued earnings to be paid in the future.  Please confirm that
none
of your executives will be compensated in the future for past
services.
35. Please consider including in your discussion of director
compensation a description of Article III, Section 9 of your
Bylaws.

Transaction with Related Parties and Recent Sales of Securities,
page
20
36. Please confirm that other than Paul Petit, no person could be
deemed a promoter. See Item 404(d) of Regulation S-B.
37. Please disclose in greater detail the services rendered by
S.A.R.L Naprodis and Paul Petit described on page 20.

Principal Shareholders, page 20
38. Please supplementally disclose information on S.A.R.L Naprodis
including major shareholders, full name, business, and reporting
or
filing status with any U.S. or foreign regulatory or self-
regulatory
organizations.  Please advise as to any relationships among Alain
and
Paul Petit, Naprodis and S.A.R.L.

Selling Shareholders, page 22
39. In your discussion on page 23 regarding filing a post-
effective
amendment to your registration statement if you engage a broker-
dealer, please clarify that you also would have to file materials
with the Corporate Finance Department of the NASD.

Description of Securities, page 24
40. We note your board of directors could, without shareholder
action, issue preferred stock. Please disclose the effects of this
provision in delaying, deferring or preventing a change in
control.
See Item 202(a)(4) of Regulation S-B.

Available Information, page 25
41. Please conform your discussion of available information with
the
requirements of Item 101(c)(3) of Regulation S-B by including
information on the SEC`s Public Reference Room.

Financial Statements for the Year Ended August 31, 2004

General
42. Update the financial statements pursuant to Rule 310(g) of
Regulation S-B.
Report of Independent Registered Public Accounting Firm
43. Revise to include a signed report opinion in accordance with
Rule
2-02(a) of Regulation S-X.
44. We note that Comiskey & Company PC is located in Denver,
Colorado, and that your principal offices and operations are in
Poway, California.  Supplementally explain the circumstances that
led
you to retain this particular audit firm and whether or not they
are
licensed to practice in the state of California.

Statements of Operations, page F-3
45. Revise to separately identify purchases from related parties
on
the face of the statement of operations.
46. Currently, your statements of operations report all your
expenses
on a single line item "General and Administrative Expenses".  To
aid
investor understanding, consider revising your statements of
operations to provide greater detail as to the nature of the
expenses
incurred during each period. That is, consider adding captions for
selling and marketing and for research and development expenses.
47. Since you propose to compensate Paul and Alain Petit with
salaries significantly greater than what has been reflected in
your
historical results of operations, revise your financial statement
presentation to present pro forma net loss and pro forma net loss
per
share for the most recent fiscal year and subsequent interim
period
to give effect to the proposed employment arrangements as if they
were in effect for the periods presented.  Provide a similar
presentation in your summary on page 2.
Note 1 - Summary of Significant Accounting Policies, page F-6
48. Expand to include your accounting policies with respect to
segments.  We note that your products are sold "in the United
States
and Canada along with several foreign countries" (page 12) and
that
51% of your 2004 revenue arose from sales to two customers (page
13).
Ensure that your disclosures comply with paragraphs 38 and 39 of
SFAS
No. 131.
49. We note your policy related to Stock-Based Compensation
despite
the absence of any plans to which this policy would apply. Revise
to
clearly state that no stock option plans exist and that no stock
options are currently outstanding.
Revenue Recognition, page F-6
50. Your revenue recognition policy is too gene