SecProbe.io

United States securities and exchange commission logo
May 26, 2024
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
Amendment No. 3 to Offering Statement on Form 1-A
Filed April 30, 2024
File No. 024-12356
Dear Kevin Cottrell:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our April 9, 2024 letter.
Amendment No. 3 to Form 1-A filed April 30, 2024
Risk Factors
Investors in this offering may not be entitled to a jury trial with respect to claims arising under
the Subscription Agreement ..., page 24
1.We note your statement that “Investors in this offering will be bound by the Subscription
Agreement and the Operating Agreement, both of which include a provision under which
investors waive the right to a jury trial of any claim, other than claims arising under
federal securities laws, that they may have ….” The Subscription Agreements have
provisions that agree with your risk factor disclosure. However, we note that the
Operating Agreement, filed as Exhibit 2.2, indicates in Section 15.08(c) that “Every Party
to this Agreement … waives any right to a jury trial as to any matter under this agreement
… including, without limitation, matters arising under Federal Securities Law ….” Please
revise your Operating Agreement as appropriate.

 FirstName LastNameKevin Cottrell
 Comapany NameNeptune REM, LLC
 May 26, 2024 Page 2
 FirstName LastName
Kevin Cottrell
Neptune REM, LLC
May 26, 2024
Page 2
The company's Operating Agreement and Subscription Agreement each include a forum
selection provision ..., page 25
2.We note your statement that “The Operating Agreement includes a forum selection
provision that requires any suit, action, or proceeding seeking to enforce any provision …
in connection with the Operating Agreement, … other than matters arising under the
federal securities laws, be brought in state or federal court of competent jurisdiction
located within the State of Delaware.” We note that the Operating Agreement indicates in
Section15.08(b) that “Any suit, action or proceeding seeking to enforce any provision of
… including, without limitation, any suit, action, or proceeding brought under federal
securities law, shall be brought in Chancery Court in the State of Delaware …  provided,
that if the Chancery Court in the State of Delaware shall not have jurisdiction over such
matter, then such suit, action or proceeding may be brought in other federal or state courts
located in the State of Delaware.” Please revise your Operating Agreement as appropriate.
Financial Statements, page F-1
3.Please include the audit report of Artesian CPA, LLC, with respect to your financial
statements as of, and for the years ended, December 31, 2023, and 2022 as referenced in
its consent in Exhibit 11.1. Please refer to (b)(3)(A), (c)(1)(ii) and (iii) of Part F/S of Form
1-A.
            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