NEPTUNE INDUSTRIES, INC.
21218 St. Andrews Boulevard
Suite 645
Boca Raton, FL 33433
February 20, 2007
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549
Attention Effie Simpson Filed via EDGAR and sent by
Mail Stop 3561 facsimile to 202-772-9202
Re: Staff Comment Letter dated February 12, 2007
Neptune Industries, Inc.
File No. 0-32691
Form 8-K filed February 6, 2007
Dear Ms. Simpson:
Neptune Industries, Inc. (the Company) has received your
letter
dated February 12, 2007 regarding the referenced report on
Form
8-K filed with the Commission on February 6, 2007 to report
the
appointment of a new independent auditor for the Company.
This
report followed the earlier report of the termination of the
Company?s prior independent auditor relationship in the Form
10-QSB/A report filed with the Commission on January 5, 2007,
within four business days after notification from the former
accountant that they wished to terminate the audit
relationship.
All of the information required by Item 4.01(a) of the Form 8-
K
was included in the Form 10-QSB/A in reliance on General
Instruction B-3 of the Form 8-K and Rule 12b-2, and therefore,
no separate Form 8-K report was filed or deemed to be
necessary.
Subsequently, the Company retained new independent auditors on
February 1, 2007 and timely filed a Form 8-K report with the
Commission on February 5, 2007, reporting the hiring of the
new
independent accountants and containing all of the information
required by Item 4.01(b).
In your letter dated February 12, 2007, you have indicated
that
the Staff does not believe it is appropriate to report a
change
in accountant in a Form 10-QSB as the Company has done, and
that the Company should file a Form 8-K containing all of the
information required by Item 4.01(a) immediately, including
the
Exhibit 16 letter from the former accountants. Please be
advised that the Company will undertake to file the requested
Form 8-K and to obtain the Exhibit 16 letter from the former
accountants as quickly as possible, containing all of the
required Item 4.01(a) information. We will file this Form 8-K
as soon as we have received a copy of the Form 16 letter, or
when the time for receipt of such a letter has expired.
Your letter of February 12, 2007 also indicates that we
should file an amendment to the September 30, 2006 Form
10-QSB/A as filed, as soon as it has been reviewed by the
Company?s new auditor. Please be advised that our new
auditors
have completed their review of the Form 10-QSB/A as filed for
the quarter ended September 30, 2006, and have advised the
Company that there are no material issues requiring a change
in that report as a result of their review, and that no
amended filing is necessary. If you would like us to request
a letter from the new auditors for the Company confirming
that they have reviewed and approved the Form 10-QSB/A as
filed, please advise and we will attempt to obtain and forward
that letter to you.
In connection with this response to the Staff comments,
Neptune
Industries, Inc. 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.
We are filing this response electronically today through
the EDGAR filing system as requested, because the required
response date is not certain. Your letter indicates we should
file our response within ten business days on the first page
of
your letter, but within five business days on the last page of
the letter, and the fifth business day from the date of your
letter is today, February 20, 2007.
Sincerely,
/s/ Robert Hipple
Robert Hipple
CFO and General Counsel
Neptune Industries, Inc.