U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-32691 CUSIP Number: 640690 40 0
(Check One)[ ]Form 10-K [ ]Form 20-F[ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
[ ] Form N-CSR
For Period Ended: September 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: not applicable
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates: Not Applicable
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PART I -- REGISTRANT INFORMATION
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Neptune Industries, Inc.
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Full name of Registrant
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Former Name if Applicable
21218 St. Andrews Drive, Suite 645
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Address of Principal Executive Office (Street and Number):
Boca Raton, FL 33433
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City, State and Zip Code:
PART II -- RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25, the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed
due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof could not be filed
within the prescribed period.
Certain information needed to complete the financial statements could not be
obtained in a timely fashion to provide to the independent auditors for the
Company, who have been unable to complete their review of the financial
statements for the quarter ended September 30, 2006 necessitating the delay in
filing. The review is underway and is expected to be completed during within
a few days, and the Form 10-QSB will be filed prior to the end of the
additional 5 day period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert Hipple 321 433-1136
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [ X ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Neptune Industries, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 14, 2006 By: /s/ Ernest Papadoyianis
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Ernest Papadoyianis,
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).