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United States securities and exchange commission logo
December 6, 2023
Kevin Cottrell
Chief Executive Officer of Terra Mint Group, Corp.
Neptune REM, LLC
30 N. Gould St. Suite R
Sheridan, WY 82801
Re:Neptune REM, LLC
Offering Statement on Form 1-A
Filed November 9, 2023
File No. 024-12356
Dear Kevin Cottrell:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A filed November 9, 2023
General
1.We note the disclosure of page 27 that the “termination of an offering for a Series will
occur on the earliest to occur of (i) the date subscriptions for the maximum number of
Series Interests offered for a Series have been accepted or (ii) a date determined by our
Managing Member in its sole discretion.” We also note that you reserve the right to reject
any subscriptions, in whole or in part, for any reason. We also note your disclosure on
page 29 that, “The company has the right to refuse to sell the Series Interests to any
prospective investor or for any reason in its sole discretion …  in the company’s sole
discretion, it may establish a limit on the purchase of Series Interests by particular
prospective investors.” As it appears that you have an undetermined time to process
subscription requests and can reject or delay a subscription for any reason, please provide
us your detailed analysis as to whether your offering should be considered to be a delayed
offering and not a continuous offering within the meaning of Rule 251(d)(3)(i)(F) of
Regulation A. For example, if multiple persons subscribe at the same time, your current
disclosure appears to indicate that you have the ability to accept the subscription and

 FirstName LastNameKevin Cottrell
 Comapany NameNeptune REM, LLC
 December 6, 2023 Page 2
 FirstName LastNameKevin Cottrell
Neptune REM, LLC
December 6, 2023
Page 2
deliver shares to one purchaser and delay acceptance and delivery of shares to another.
2.We note your disclosure that the company may undertake one or more closings on a
rolling basis. As applicable, please revise to clarify when an initial closing will take place
and when any subsequent closing following such initial closing will take place. Please
also revise to indicate how long the company will take to accept or reject the subscription
agreements submitted by investors.
3.We note that in Item 4 in Part I of Form 1-A, you have indicated that you do not intend
this offering to last more than one year. Please reconcile your disclosure in Item 4 in Part I
with your disclosure in the Offering Circular in the second paragraph on page 2, and
elsewhere, that the offering may last more than one year.
Risk Factors
Risks Related to the Offering
An investment in the Interests is highly illiquid., page 23
4.Please reconcile the disclosure here, and elsewhere in the Offering Statement, stating that
the Series Interests are highly illiquid and that there is no public trading market for the
Series Interests, with the RealBricks website (at https://www.realbricks.com) advertising
the secondary market for shares in numerous places such as “Sell your shares whenever
you want”, “Our secondary market lets you trade your shares just like a blue chip stock.”,
“Sell your shares for cash whenever you want”, “Unprecedented liquidity”, “Exploring
Secondary Markets in Real Estate” and “Secondary Market opening soon”. We may have
further comment.

Forum Selection Provision, page 30
5.We note the disclosure, on page 30, that the subscription agreement includes forum
selection provisions that exclude any claims under the federal securities laws.
Additionally, we note in the section “Jury Trial Waiver”, on page 30, that the subscription
agreement includes jury trial waiver provisions that exclude any claims under the federal
securities laws. Additionally, your risk factor disclosure indicates that both the operating
agreement and subscription agreement include forum selection and jury trial waiver
provisions that exclude any claims under the federal securities laws, as noted on pages 24
and 25. Finally, we note that Section 15.08 of the Operating Agreement of Neptune REM,
LLC (Exhibit 2.2) includes forum selection and jury trial waiver provisions that include
matters arising under the federal securities laws. Please revise to address these
inconsistencies.
Security Ownership of Management and Certain Security Holders, page 52
6.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the managing member.

 FirstName LastNameKevin Cottrell
 Comapany NameNeptune REM, LLC
 December 6, 2023 Page 3
 FirstName LastNameKevin Cottrell
Neptune REM, LLC
December 6, 2023
Page 3
7.Please revise to address the beneficial ownership of Neptune REM LLC.
8.We do not understand your presentation of the beneficial ownership table on page 52.
Why does the table reflect “Number of shares to be owned”? We also don’t understand
your statement about “At the closing of the Cedar Ridge Series, the Dalmore Series, the
Templeton Series and the Woody Creek Series Offerings.” Finally, we note the statement
“The table below shows the Series Interests owned by our Managing Member as of March
20, 2023, the date of designation of the respective series.” The beneficial ownership table
needs to reflect the beneficial ownership as of the most recent practicably date. See Item
12(a) in Part II of Form 1-A. Also advise us why the Manager currently owns the noted
Series Interests. We may have further comment.
Forum Selection Provisions, page 59
9.We note your statement that “[t]he company’s Operating Agreement includes a forum
selection provision that requires any suit, action, or proceeding … based on any matter
arising out of or in connection with the Operating Agreement … excluding matters arising
under the federal securities laws, be brought in state or federal court of competent
jurisdiction located within the State of Wyoming.” We also note that the company’s
Operating Agreement (Exhibit 2.2 – Operating Agreement of Neptune REM, LLC) in
Section 15.08(a) states that “This Agreement and the rights of the parties shall be
governed by and construed in accordance with the laws of the State of Delaware.”
Additionally, the subscription agreements, in Section 6, also indicate that the agreements
shall be governed by the laws of the State of Delaware. Please revise to reconcile the
inconsistency referring to the State of Wyoming.

            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.

 FirstName LastNameKevin Cottrell
 Comapany NameNeptune REM, LLC
 December 6, 2023 Page 4
 FirstName LastName
Kevin Cottrell
Neptune REM, LLC
December 6, 2023
Page 4
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jill Wallach