SecProbe.io

November 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
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed November 15, 2024
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.
Post-qualification Amendment No. 1 filed November 15, 2024
General
1.Please revise to clarify whether you intend to include the Reward Interests as
securities to be qualified in this offering statement, or whether you have already
commenced the offering of Reward Interests. If you have already commenced the
offering of Reward Interests, please revise your offering statement as appropriate.
Refer to Item 6 of Form 1-A.
We refer to your disclosure that you will exclude from eligibility to receive Reward
Interests, among others, other accounts designated by the company as "special"
accounts and VIP accounts. However, it is unclear how or when you will
determine which accounts are special accounts or VIP accounts, and you appear to
retain the discretion to designate which accounts are excluded from eligibility at a
future date. Accordingly, it appears that you have an undetermined time to process
Reward Interests and you can designate accounts as excluded for any reason. Please
 2.

November 26, 2024
Page 2
explain how your offering of Reward Interests is not a delayed offering and revise to
comply with Rule 251(d)(3)(i)(F) of Regulation A.
Plan of Distribution
Realbricks Friends and Family Reward Program, page 27
3.Please revise your disclosure to clarify the terms of your Rewards Program and to
explain defined terms, including as follows:
•Clarify whether, to the extent the Eligible Recipient makes a qualifying
investment in more than one series, the Referrer may receive Reward Interests in
more than one series.
•Clarify the mechanics of how Reward Interests will be allocated in the event there
are multiple referrals with insufficient Reward Interests remaining.
•Reconcile your disclosure on page 2 that the Referrer will be "compensated" with
Reward Interests with your disclosure here that up to 12,000 Reward Interests are
available for "purchase" at a purchase price of $10.00.
•Define the terms "'special' accounts" and "VIP accounts."
•Explain how and when you will determine which accounts are special accounts or
VIP accounts.
            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.
            Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Faith Charles