U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 12b-25

                   NOTIFICATION OF LATE FILING

                            000-32691
                       (SEC File Number)

                           640690 40 0
                          CUSIP Number

(Check one): Form 10-K [ ] Form 20-F  [_] Form 11-K  [_] Form 10-Q [X ]
	        Form 10-D [_] Form N-SAR [_] Form N-CSR [_]


         For Period Ended:   SEPTEMBER 30, 2008

         [_]  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:

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.


If the notification relates to a portion of the filing checked above,
identify
the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

                      NEPTUNE INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

                     (Former Name if Applicable)

                     21218 St. Andrews Boulevard
        Address of principal executive office (Street and Number

                       Boca Raton, FL 33433
                      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(b), the
following should be completed. (Check box if appropriate)

(a)	The reason described in reasonable detail in Part III of this
form  could not be eliminated without unreasonable effort or expense;

(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

subject distribution report on Form 10-D, 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 why Form 10-Q Could not be filed within
the prescribed time period.

Registrant is unable to complete the preparation of its financial
statements in time to complete the report on Form 10-Q on a timely basis.

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.

       Neptune Industries, Inc.

Date: November 14, 2008		By: /s/ Ernest D. Papadoyianis
                                      --------------------------------
                                  Name: Ernest D. Papadoyianis
                                  Chairman and Chief Executive Officer