6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of:  April, 2008  Commission File Number:  001-33526

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

(Name of Registrant)

2740 Pierre-Péladeau Avenue

Suite H200

Laval, Québec

Canada  H7T 3B3

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F £ Form 40-F Q

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): £

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes £  No Q

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Date: April 14, 2008	By:	/s/ Henri Harland
	Name:	Henri Harland
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release dated April 14, 2008
99.2	Financial Statements for the Third Quarter Ended February 29, 2008
99.3	Management's Discussion & Analysis for the Third Quarter Ended February 29, 2008
99.4	CEO Certification for the Third Quarter Ended February 29, 2008
99.5	CFO Certification for the Third Quarter Ended February 29, 2008

EX-99.1

PRESS RELEASE

SOURCE: Neptune Technologies & Bioressources Inc.

Neptune Technologies & Bioressources Inc. reports third quarter results and update on strategic milestones

Laval, Québec, CANADA – April 14^th, 2008 – Neptune Technologies & Bioressources Inc. (“Neptune”) (NASDAQ.NEPT - TSX.V.NTB) today announced operational and financial results for the fiscal 2008 third quarter and nine-month period ended February 29, 2008 and provided an update on recent strategic milestones achieved.

Sales volume grew by 22% in the three-month period ended February 29, 2008 compared to the three-month period ended February 28, 2007 and 29% in the nine months ended February 29, 2008 compared to the same period a year earlier, which is not fully reflected in the revenues, due to the impact of the U.S. dollar devaluation on 85% of the sales. Total revenue for the three-month period ended February 29, 2008 was $2,875,000 compared to $2,889,000 for the third quarter ended February 28, 2007 and total revenue for the nine-month period ended February 29, 2008 was $7,129,000, representing an increase of 11.6%, compared to $6,388,000 for the nine-month period ended February 28, 2007.

The Company generated a net loss of $866,000, or $0.024 per share, for the three-month period ended February 29, 2008, compared to a net loss of $455,000, or $0.013 per share, for the three-month period ended February 28, 2007. Excluding non-monetary items, stock option based compensation and amortization, Neptune would have generated a profit of $194,000 for the three-month period ended February 29, 2008 and $285,000 for the nine-month period ended February 29, 2008. Neptune generated positive cash flow from operating activities during the three months ended February 29, 2008 and the Company’s cash, cash equivalents and short-term deposits amounted to $3,316,000 at February 29, 2008.

Milestones

Neptune has achieved several milestones so far during fiscal year 2008:  

Signed strategic commercialization alliance with Croda Health Care

Neptune entered into an alliance with Croda Health Care, the omega-3 industry leader, which expects to launch five Essentially products in the United States in April followed by the European launch at Vitafoods in Geneva, Switzerland in May.

National Updates

Certain national NKO^® distributors in Europe have successfully received country-based approval for labeling and commercialization of NKO^® as a dietary supplement, namely in Sweden, Austria and France.

Agreement entered with Salt Lake City based Schiff Nutrition International, Inc.

Schiff Nutrition is distributing Neptune Krill Oil under the brand name Schiff^® MegaRed™ promoting cardiovascular and joint health. Schiff^® MegaRed™ is currently available in a 300 mg dosage form at Costco in the U.S. nationwide.

Functional Food

Neptune continues its research collaborations with both of its functional food partners, Nestlé and Yoplait. The clinical research and product development efforts are progressing as planned. The Company received its Gras (“generally recognized as safe”) notification in January and the FDA has formally received Neptune’s voluntary submission of the assessment document. With this regulatory clearance for commercialization in food in the U.S., Neptune expects to enter additional food partnerships in the future.   

Pharmaceutical Initiatives

Neptune continues on its development path of advancing pharmaceutical products containing its marine phospholipid/ omega-3 bioactive ingredients. Neptune has several commercialization alternatives, including over-the-counter (OTC), prescription medical food and prescription drug options, and is progressing with submissions to obtain pharmaceutical approvals allowing commercialization. In that regard, Neptune recently announced that it had obtained complementary medicine approval in Australia and New Zealand and that Invida Pharmaceuticals, the holding company of Inovail and PharmaLink, successfully entered the market with OmegaGen^® containing Neptune Krill Oil (NKO^®). Neptune expects other strategic partners in the future.

The Company is protecting the composition of matter of its novel marine phospholipid/ omega-3 bioactives and has been granted a European patent covering novel phospholipids in multiple diseases and pharmaceutical applications, which is enforceable and validated in 24 European countries and precludes competition entering the market.

QmegaGen® launched in Australia and New Zealand through Inovail/ PharmaLink

Inovail and PharmaLink (among the top five sales organizations in the Australian pharmaceutical industry) is promoting and marketing OmegaGen^® containing Neptune Krill Oil (NKO^®) as a complementary medicine. OmegaGen^® is being initially distributed through retail pharmacies, health food stores and healthcare professionals with the short-term marketing objective of reaching 3,000 pharmacies. Additional products launches are expected in the near term.

About Neptune

Neptune researches and develops proprietary bioactive ingredients and products for nutraceutical, medical food and pharmaceutical applications. Through clinical research, Neptune is showing the clinical benefits of its products in various therapeutic indications with a focus on cardiovascular and cognitive health. The Company has been successful in patenting and protecting its intellectual property, and will continue to protect its innovations. Neptune has already obtained regulatory approvals allowing commercialization of its products and has filed for and is expecting additional approvals.

Neptune continues to strongly support its strategic development plan to form partnerships/strategic alliances with worldwide leaders in the nutraceutical and pharmaceutical industries. Neptune signed agreements with Nestlé and Yoplait, worldwide leading food manufacturers, and paved its entrance into the global functional food market. According to its business strategy, negotiations with pharmaceutical companies with the objective of entering the pharmaceutical market by licensing rights are ongoing.

Neither NASDAQ nor TSX venture exchange accepts responsibility for the adequacy or accuracy of this press release.

Neptune Contact:

Neptune Technologies & Bioressources Inc.
Toni Rinow, Ph.D., MBA
Corporate Development & Investor Relations
(450) 687-2262
t.rinow@neptunebiotech.com
www.neptunebiotech.com

# # #

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are desc ribed from time to time in the Company's reports filed with the Securities and Exchange Commission and the Canadian securities commissions.

EX-99.2

Third Quarterly Report
Ending February 29, 2008

Financial Statements

Neptune Technologies & Bioressources Inc.

Consolidated Balance Sheet

		Unaudited		Audited
February 29, 2008 and May 31, 2007		February 29,		May 31,
		2008		2007
ASSETS
Current assets
Cash and cash equivalents	$	684,786	$	659,354
Short term deposits (3.55%)		2,630,778		2,750,323
Accounts receivable		3,785,363		3,067,381
Tax credits receivable		121,746		100,858
Inventories		1,941,314		2,115,652
Prepaid expenses		108,590		53,039
		9,272,577		8,746,607
Property, plant and equipment		4,077,193		4,310,360
Intangible assets		750,421		560,620
Other assets		5,917		18,385
	$	14,106,108	$	13,635,972
LIABILITIES
Current liabilities
Bank loan	$	220,000	$	210,000
Accounts payable and accrued liabilities
Company controlled by an officer and director		28,285		46,134
Other		1,341,968		1,432,785
Current portion of long-term debt		963,994		942,969
		2,554,247		2,631,888
Advance Payments (note 4)		818,210		-
Long-term debt (note 6)		2,676,940		3,295,312
		6,049,397		5,927,200
SHAREHOLDERS EQUITY
Capital stock and warrants (Note 7)		24,871,152		23,182,472
Contributed surplus		5,134,613		2,974,533
Deficit		(21,949,054)		(18,448,233)
		8,056,711		7,708,772
	$	14,106,108	$	13,635,972

See acompanying notes to unaudited consolidated financial statements

Neptune Technologies & Bioressources Inc.(unaudited)

Consolidated Statements of Deficit

Periods ended February 29, 2008 and 2007
		2008		2007		2008		2007
		(3 months)		(3 months)		(9 months)		(9 months)
Balance, beginning of period	$	(21,062,897)	$	(16,315,663)	$	(18,448,233)	$	(15,237,262)
Net loss		(886,157)		(454,512)		(3,500,821)		(1,189,225)
Share issue expenses		-		(16,981)		-		(360,669)
Warrants issue expenses		-		(172,869)		-		(172,869)
Balance, end of period	$	(21,949,054)	$	(16,960,025)	$	(21,949,054)	$	(16,960,025)

Consolidated Statements of Contributed Surplus
Periods ended February 29, 2008 and 2007

		2008		2007		2008		2007
		(3 months)		(3 months)		(9 months)		(9 months)
Balance, beginning of period	$	4,339,145	$	2,235,836	$	2,974,533	$	1,172,116
Exercised options		(117,492)		(608,570)		(1,023,847)		(608,570)
Stock-based compensation		912,960		886,996		3,183,927		1,950,716
Balance, end of period	$	5,134,613	$	2,514,262	$	5,134,613	$	2,514,262

See acompanying notes to unaudited consolidated financial statements

Neptune Technologies & Bioressources Inc.(unaudited)

Consolidated Statements of Earnings

Periods ended February 29, 2008 and 2007
		2008		2007		2008		2007
		(3 months)		(3 months)		(9 months)		(9 months)
Sales	$	2,875,411	$	2,889,226	$	7,129,556	$	6,388,310
Cost of sales and operating expenses (excluding amortization and stock based compensation)		2,385,123		2,108,677		6,078,875		4,614,078
Stock options based compensation		912,960		886,996		3,183,927		1,950,716
Research and development expenses		172,531		86,241		373,964		236,251
Financial expenses		123,473		146,299		391,291		429,440
Amortization		150,548		166,362		441,316		477,964
		3,744,635		3,394,575		10,469,373		7,708,449
Loss before the undernoted		(869,224)		(505,349)		(3,339,817)		(1,320,139)
Interest income		30,743		24,346		73,526		29,215
Foreign exchange gain (loss)		(47,676)		26,491		(234,530)		101,699
Net loss	$	(866,157)	$	(454,512)	$	(3,500,821)	$	(1,189,225)
Basic and diluted loss per share	$	(0.024)	$	(0.013)	$	(0.095)	$	(0.034)
Weighted average number of shares outstanding		37,376,985		36,210,089		37,076,672		35,096,076

See acompanying notes to unaudited consolidated financial statements

Neptune Technologies & Bioressources Inc.(unaudited)

Consolidated Statements of Cash Flows

Periods ended February 29, 2008 and 2007
		2008		2007		2008		2007
		(3 months)		(3 months)		(9 months)		(9 months)
OPERATING ACTIVITIES
Net loss	$	(886,157)	$	(454,512)	$	(3,500,821)	$	(1,189,225)
Non-cash items
Property, plant and equipment amortization		144,868		164,119		429,780		468,887
Intangible assets amortization		5,680		2,243		11,536		6,728
Deferred financing cost amortization		4,156		4,156		12,468		12,468
Stock-based compensation - employees		912,960		886,996		3,183,927		1,950,716
Changes in working capital items (Note 5)		(152,867)		(980,319)		(728,749)		(2,930,120)
Cash flow from operating activities		28,640		(377,317)		(591,859)		(1,680,546)
INVESTING ACTIVITIES
Addition to property, plant and equipment		(121,046)		(71,624)		(196,613)		(982,484)
Addition to intangible assets		(57,661)		(20,642)		(201,337)		(44,561)
Decrease (increase) in short term deposits		(15,881)		976,435		119,545		(2,473,565)
Cash flows from investing activities		(194,588)		884,169		(278,405)		(3,500,610)
FINANCING ACTIVITIES
Increase (decrease) in bank loan		(180,000)		-		10,000		(40,000)
Increase in long-term debt		-		-		-		855,000
Repayment of long-term debt		(148,800)		(240,555)		(597,347)		(452,690)
Issue of share capital		-		-		-		4,500,000
Advanced payments		-		-		818,210		-
Issue of share capital on exercice of options and warrants		152,839		72,406		664,833		170,664
Share issue expenses		-		(16,981)		-		(360,669)
Cash flows from financing activities		(175,961)		(185,130)		895,696		4,672,305
Net increase (decrease) in cash and cash equivalents		(341,909)		321,722		25,432		(508,851)
Cash and cash equivalents, at the beginning		1,026,695		45,328		659,354		875,901
Cash and cash equivalents, at the end	$	684,786	$	367,050	$	684,786	$	367,050

See acompanying notes to unaudited consolidated financial statements

Neptune Technologies & Bioressources Inc.
(unaudited)

Notes to Consolidated Financial Statements

Periods ended February 29, 2008 and 2007

1 - BASIS OF PRESENTATION

The interim consolidated financial statements have not been reviewed by the auditors and reflect normal and recurring adjustments which are, in the opinion of Neptune Technologies & Bioressources Inc. (the “Company”), considered necessary for a fair presentation. These interim unaudited consolidated financial statements have been prepared in conformity with Canadian generally accepted accounting principles. However, they do not include all disclosures required under generally accepted accounting principles and accordingly should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report. The interim unaudited consolidated financial statements have been prepared using the same accounting policies as described in the latest Annual Report.

2 - CHANGES TO ACCOUNTING POLICIES

Effective June 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 1530, Comprehensive Income , Section 3855, Financial Instruments – Recognition and Measurement and Section 3865, Hedges . The significant changes related to these new accounting standards are as follows:

a) Comprehensive income

CICA Handbook Section 1530, Comprehensive Income, introduces a new financial statement which shows the change in equity of an enterprise during a period from transactions and other events arising from non-owner sources. No adjustments were required as a result of the application of this section for the nine-month period ended February 29, 2008.

b) Financial assets and financial liabilities, and Hedges

CICA Handbook Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. Under this standard, financial instruments are now classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other financial liabilities and measurement in subsequent periods depends on their classification. Transaction costs are expensed as incurred for financial instruments classified as held-for-trading. For other financial instruments, transaction costs are capitalized on initial recognition and must be classified against the underlying financial instruments.

Financial assets and financial liabilities held-for-trading are measured at fair value with changes in those fair values recognized in financial expenses. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value or at cost in the case of financial assets that do not have a quoted market price in an active market and changes in fair value are recorded in comprehensive income.

The Company classified its cash and cash equivalents and its short terms deposits as financial assets held-for-trading. Accounts receivable and the subordinated loan to an affiliated company and interest receivable are classified as loans and receivables. Accounts payable and accrued liabilities and tax credits receivable are classified as other financial liabilities.

CICA Handbook Section 3865, Hedges, specifies the criteria under which hedge accounting may be applied, how hedges accounting should be performed under permitted hedging strategies and required disclosures.

The adoption of these new sections had no impact on the consolidated financial statements for the nine-month period ended February 29, 2008.

3 - RELATED PARTY TRANSACTION

The Company entered into an agreement with a shareholder, (a company controlled by an officer and director), as of June 1, 2002, calling for royalties to be paid in semi-annual instalments equal to 1% of net annual sales, for an unlimited period. The amount paid cannot exceed net earnings before interest, taxes and amortization. For the period ended February 29, 2008, total royalties amount to $71,291 ($81,206 in 2007). As of February 29, 2008, the balance due to this shareholder under this agreement amounts to $28,285 ($46,134 as of May 31, 2007). This amount is presented in the balance sheet under accounts payable and accrued liabilities.

These transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration determined and accepted by the parties involved.

4 - PARTNERSHIPS AND COLLABORATIONS AGREEMENTS

During the first quarter, the company received a first payment of $718,350 out of many amounts scheduled under the terms of a partnership agreement entered in June 2007. This amount is recorded under advanced payment. The agreement foresees the Company’s commitment of developing a clinical research program and the development of products incorporating Neptune krill oil (“NKO™”) in a dietary matrix. The initial payment is reimbursable only if the parties fails to meet certain common research objectives and milestones within the development process prior to the release of the products on the market.

During the 2nd quarter, the company reiceived a payment of $99,860 under the terms of a collaboration agreement for a clinical study concluded in May2007. This amount is recorded under advanced payments. The agreement foresees the Company’s commitment to implement a research project on the effects of Neptune krill oil and Neptune phospholipid concentrates on certain neuro-degenerative health conditions. This amount is uniquely reimbursable if a license or a license option is signed by Neptune concerning the use of the clinical study’s results with a third party other than the one currently involved in the agreement.  For the nine-month period ended February 29, 2008, no revenues were recognized relatively to these two agreements.

5 - INFORMATION INCLUDED IN THE STATEMENT OF CASH FLOWS

Net changes in working capital items are detailed as follows:

		Three months ended				Nine months ended
		2008		2007		2008		2007
Accounts receivable	$	(982,348)	$	(1,414,980)	$	(717,982)	$	(2,211,924)
Tax credits receivable		40,118		89,691		(20,888)		52,811
Inventories		856,047		610,894		174,338		(626,418)
Prepaid expenses		(56,070)		82,952		(55,551)		76,099
Accounts payable and accrued liabilities		(10,614)		(348,876)		(108,666)		(220,688)
	$	(152,867)	$	(980,319)	$	(728,749)	$	(2,930,120)

6 - LONG-TERM DEBT

		February 29		May 31
		2008		2007
Mortgage loan, $1,200,000 par value, secured by processing and laboratory equipment having an amortized cost of $2,065,533 as of February 29, 2008, prime rate plus 6.75% (14,50% as of February 29, 14.75% as of May 31, 2007), payable in monthly principal instalments of $26,650, maturing in February 2010	$	640,300	$	880,150
Mortgage loan, $980,000 par value less the net value of series "E" warrants, secured by the universality of property, weekly variable interest rate determined by the lender plus 5% (effective rate 12.46% as of February 29, 2008, and 13.55% as of May 31, 2007), payable in 60 monthly principal instalments of $16,333, maturing in September 2011		675,988		818,298
Mortgage loan, $1,500,000 par value less the net value of the issued shares, secured by the universality of property, weekly variable interest rate determined by the lender plus 3% (effective rate 12.25% as of February 29, 2008 and 11.92% as of May 31, 2007), payable in 60 monthly principal instalments of $25,000, maturing in September 2011		1,024,807		1,238,006
Mortgage loan, $855,000 par value, secured by the plant, payable in 10 years, fixed interest rate of 7.77% (on 10 yrs), payable in the first 10 years until 2017 in monthly principal of $8,058. Balance to be renegociated in 10 yrs capital instalments of $25,000, maturing in September 2011		812,806		836,813
Second rank mortgage loan, following plant acquisition, $399,750 par value, representing the balance of sale, secured by the plant, fixed interest rate of 10.25%, payable in 5 years, monthly principal instalments of $8,501.		311,853		357,265
Obligations under capital leases, interest rates varying from 0.00% to 15.46%, payable in average monthly instalments of $2,108 ($2,261 in 2007), maturing at different dates until November 2010		122,680		55,249
Refundable contribution obtained from a Federal subsidy program available for small and medium enterprises, without pledge or interest, payable in 8 consecutive biannual instalments 2 years after the project ends.		52,500		52,500
		3,640,934		4,238,281
Current portion of long-term debt		963,994		942,969
	$	2,676,940	$	3,295,312

Under these mortgage loans, the company is required to maintain certain financial ratios.

7 - CAPITAL STOCK AND WARRANTS

	February 29		May 31
	2008		2007
Issued and fully paid
37,423,797 common shares (36,729,547 as of May 31, 2007)	24,808,327	$	23,119,647
31,618 warrants	62,825		62,825
	24,871,152	$	23,182,472
	Number of
	shares		Consideration
Common Shares
Balance as of May 31, 2005	25,594,805		10,656,737
Issued following the conversion of debentures	3,800,000		3,881,512
Issued for cash	600,000		600,000
Issued as settlement of expenses	288,188		288,188
Issued following the exercise of stock options	733,375		416,499
Issued following the exercise of warrants	3,275,922		1,159,073
Balance as of May 31, 2006	34,292,290		17,002,009
Issued following private placement	1,500,000		4,500,000
Issued following the exercise of stock options	881,875		1,313,757
Issued following the exercise of warrants	55,382		303,881
Balance as of May 31, 2007	36,729,547		23,119,647
Issued following the exercise of stock options	694,250		1,688,680
Balance as of February 29, 2008	37,423,797	$	24,808,327

8 - STOCK-BASED COMPENSATION PLAN

The Company has initiated a stock-based compensation plan for administrators, officers, employees and consultants.

On October 3rd 2007, the Company revised the exercise price of stock options outstanding granted to employees (non-officers) between May 1st, 2007 and June 6, 2007 at a price of $5.50 per share. In accordance with CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payment . The modification of the exercice price of the options has been treated as if it were an exchange of the original award for a new award. This modification resulted in an additional expense of $44,303. From this amount, $36,809 has been recorded as an expense in the earnings of nine months period ended February 29, 2008. The remaining $7,494 will be amortized over the remaining periods when the rights will be acquired by non-officers employees.

Activities within the plan are detailed as follows:

		February 29. 2008		May 31, 2007
		Weighted		Weighted
		average		average
	Number of	exercise	Number of	exercise
	options	price	options	price
		$		$
Options outstanding, beginning of year (a)	4,970,000	2.40	3,703,875	0.45
Granted	460,000	6.92	2,597,500	4.89
Exercised	(694,250)	0.96	(881,875)	0.32
Cancelled	(231,063)	6.25	(449,500)	2.84
Options oustanding, 9 months period ended February 29, 2008	4,504,687	2.89	4,970,000	2.58
Exercisable options, 9 months period ended February 29, 2008	2,925,300	2.20	1,618,375	0.84

(a): The 4,970,000 options outstanding at the beginning of the year includes 485,000 stock options that underwent a revision in their exercise price from $7.25

				February 29, 2008
	Options outstanding			Exercisable options
	Weighted	Weighted	Number	Number	Weighted
	average	remaining	of options	of options	average
	exercise	contractual	outstanding	exercisable	exercise
	price	life			price
		outstanding
	$				$
0.25	0.25	1.87	1,578,875	1,198,375	0.25
1.00	1.00	2.84	458,000	458,000	0.99
2.60 to 3.00	2.63	3.28	838,625	584,500	2.62
3.50	3.50	3.63	40,000	40,000	3.50
4.25	4.25	3.87	20,000	6,000	4.25
5.50 to 5.75	5.59	1.49	1,005,000	389,750	5.61
7.25 to 7.50	7.30	4.01	564,187	248,675	7.29
	2.89	2.71	4,504,687	2,925,300	2.20

9 - SEGMENT DISCLOSURES

Descriptive information on the Company's reportable segments

The Company has only one reportable operating segment: processing and commercializing products derived from marine biomasses.

Geographic information

All the Company's assets are located in Canada.

The Company sales are attributed based on the customer's area of residency:

			Three month ended			Nine month ended
			February 29			February 29
		2008		2007		2008		2007
Canada	$	660,068	$	608,813	$	904,151	$	833,452
United States		1,615,524		2,023,032		3,892,188		4,145,583
Europe		509,005		200,989		1,301,005		1,195,586
Asia / Oceania		90,814		56,392		1,032,212		213,689
	$	2,875,411	$	2,889,226	$	7,129,556	$	6,388,310

Information about major customers

During the nine-month period ended February 29, 2008, the Company realized sales amounting to $2,660,724 from three costumers ($2,163,374 from two costumers in 2007).

10 - CORRESPONDING CONSOLIDATED FINANCIAL STATEMENTS

Some comparative figures have been reclassified to conform with the presentation adopted in this period.

EX-99.3

Third Quarterly Report
Ending February 29, 2008

MANAGEMENT ANALYSIS ON THE FINANCIAL SITUATION AND
 RESULTS OF OPERATIONS / MANAGEMENT COMMENTS AND ANALYSIS

MANAGEMENT ANALYSIS ON THE FINANCIAL SITUATION AND RESULTS OF OPERATIONS /
MANAGEMENT COMMENTS AND ANALYSIS

This analysis is presented in order to provide the reader with an overview of the changes to the financial situation of Neptune Technologies & Bioressources Inc. (“Neptune” or “the Company”) between May 31, 2007 and February 29, 2008. It also includes a comparison between the results of operations, cash flows and financial position for the 3-month period ending February 29, 2008 and those from the 3-month period ending February 29, 2007.

This analysis, completed on April 4, 2008, must be read in conjunction with the Company’s consolidated financial statements as at May 31, 2007, presented in the last annual report.  Neptune financial statements were produced in accordance with Canadian Generally Accepted Accounting Principles (GAAP). Company results are published in Canadian dollars. All amounts appearing in this executive analysis are in Canadian dollars, unless otherwise indicated.

Overview

With regards to market development and product commercialization, during the third quarter ending February 29, 2008, Neptune concentrated its efforts on the commercialization of the American, European, Asian and Australian markets. This was accomplished through Company participation in various international tradeshows specifically Supplyside West in Las Vegas and Natural Ingredients in London in order to promote its products and increase its presence in new markets to favour its growth.  Neptune also maintains its new commercial approach aimed at building strategic alliances with potential partners in the nutraceutical, functional foods and medical markets, as well as the biopharmaceutical market.

The Company capitalized on the results of its clinical research and benefits to this day from scientific results that demonstrate the benefits of Neptune Krill Oil (NKO^TM) on various human conditions, such as those relating to skin cancer, premenstrual syndrome, high cholesterol, inflammation problems as well as attention deficit disorder and hyperactivity.

During the third quarter of the May 31, 2008 fiscal year-end, the Company increased its sales quantity volume by 22% compared to the quarter ending February 28, 2007.  This increase is not reflected in dollars of sales because the Company suffered from the decrease of the American dollar on 85% of its sales realised in this currency during present quarter.  The Company consequently generated sales of $2.88M, as compared to $2.89M for the quarter ending February 29, 2007.  The Company successfully managed to maintain its sales level despite this uncontrollable economic element with a variation of less than half of 1% of its sales.  This performance is mainly due to a sustained prospecting effort in its main markets as well as in the newly Australian market.

Principal quarterly financial data

(In thousands of dollars, except per share data)
Fiscal Year Ending May 31, 2008
	Total	First	Second	Third	Fourth
		Quarter	Quarter	Quarter	Quarter
Sales Figures	7,129	2,085	2,169	2,875
EBITDA (1)	750	332	70	348
Net Loss	(3,500)	(1,051)	(1,563)	(886)
Loss per Share basic and diluted	(0.095)	(0.029)	(0,042)	(0.024)
Fiscal Year Ended May 31, 2007
	Total	First	Second	Third	Fourth
		Quarter	Quarter	Quarter	Quarter
Sales Figures	8,126	1,552	1,947	2,889	1,738
EBITDA (1)	1,504	303	546	719	(64)
Net Loss	(2,677)	(286)	(449)	(454)	(1,488)
Loss per Share basic and diluted	(0.075)	(0.008)	(0.013)	(0,013)	(0,041)
Fiscal Year Ended May 31, 2006
	Total	First	Second	Third	Fourth
		Quarter	Quarter	Quarter	Quarter
Sales Figures	6,912	1,683	1,354	1,745	2,130
EBITDA (1)	1,049	342	245	235	227
Net Earnings (net loss)	(886)	(390)	(453)	665	(708)
Earnings (loss) per Share basic and diluted	(0.029)	(0.015)	(0.018)	0.021	(0.023)

(1)

The EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is presented for information purposes only and represents a financial performance measurement tool mostly used in financial circles.  Because there is no standard method endorsed by Canadian GAAP requirements, the results may not be compared to similar measurements presented by other public companies.  Neptune obtains its EBITDA measurement by adding to net earnings, financial expenses, amortizations, income taxes and losses on exchange incurred during the fiscal year.  Neptune also excludes the effects of non-monetary transactions recorded in the contributed surplus, such as share-based compensation, for its EBITDA calculation.

In the third quarter ending February 29, 2008, the Company realized an EBITDA of $0.348M compared to $0.719M from the quarter ending February 28, 2007, a decrease of $0.371M from the corresponding quarter of the previous fiscal year.  This EBITDA decrease is mainly due to the decrease of the American dollar..  The estimated impact on the EBITDA is approximately $0.350M.  The Company also successfully proceeded to certain development expenditures on its extraction process for an estimated amount of $0.125M in order to comply with new international standards.  The Company has always had the policy to comply with the highest international requirements for its manufacturing and quality control standards, these development expenditures were recorded as research & development expenses.  The Company would have realized in this quarter a greater EBITDA than the one from the corresponding quarter of the previous fiscal year if it had not been for this uncontrollable element that is the decrease of the American dollar and also the development expenditures on its process.

During the quarter ending February 29, 2008, the Company recorded a net loss of $0.886M compared to a net loss of $0.454M for the corresponding quarter of the previous fiscal year.  The increase in net loss of $0.432M is attributable to the decrease of the American dollar and the development expenditures on its extraction process for an estimated amount of $0.475M.      

The Company also recorded non-cash stock-based compensation of $0.913M for employees and non-employees.  These significant expenses are mainly due to the evaluation model and the volatility of the stock of the Company.  Excluding these non-cash expenses, the Company would have realized a profit for this quarter.   

Cash flows and financial position

Operating Activities

During the third quarter ending February 29, 2008, the Company’s operating activities generated an increase in liquidities of $0.029M, compared to a decrease of $0.377M for the quarter ending February 28, 2007. The increase in liquidities is mainly attributable to the variations in working capital items from one quarter to the next for an amount of $0.153M due to a better use of the Company’s resources by the management.  The changes to the working capital items for the third quarter ending February 29, 2008 are mainly due to an increase in accounts receivable of $0.982M and a decrease in inventories of $0.856M since November 30, 2007.

Investing Activities

During the third quarter ending February 29, 2008, the Company’s investing activities generated a decrease in liquidities of $0.195M.  This decrease is mainly due to the acquisition of property, plant and equipment and intangible assets totalling $0.179M.

Financing Activities

During the third quarter ending February 29, 2008, the Company’s financing activities generated a decrease in liquidities of $0.176M.  This decrease is mainly attributable to the decrease in the bank loan of $0.180M and the reimbursement of the long term debt for an amount of $0.149$.  In counterpart, the Company issued shares from the exercise of stock options for an amount of $0.153M.

As a result, the Company decreased its cash by $0.342M since November 30, 2007.

Financial Situation

The following table details the significant changes to the balance sheets as at February 29, 2008 and May 31, 2007:

Accounts	Increase	Comments
	(Reduction)
	(In thousands of dollars)
Cash	25	See cash flow statement
Short term deposits	(120)	Cash in of some of the term deposit
Receivables	718	Variation related to the significant
		increase in sales during this quarter
Inventories	(174)	Variation related to the increase in sales
Fixed assets	(233)	Depreciation of fixed assets
Intangible assets	190	Patent and regulation expenses
Advance payment	818	Payment received from the
		conclusion of strategic alliances
Long term debt	(597)	Reimbursement of the long term debt

3

Primary financial ratios

	Feb. 29, 2008	May 31, 2007	May 31, 2006
Working Capital Ratio (current assets / current liabilities) 1	3.63	3.32	1.80
Solvency Ratio (Debt Capital/Shareholder Equity) 2	0.55	0.55	1.26

Most of the Company’s financial ratios slightly improved for the quarter ending February 29, 2008, as compared to the year ended May 31, 2007 because of a good use of cash flow.

The Company’s contractual obligations, including payments due during the next 5 reporting periods and the following ones, are presented in the following table:

	Required Payments per Period (In thousands of dollars)
Contractual Obligations		Less than	2 to 3	4 to 5	More than
	Total	one period	periods	periods	5 periods
Long-term Debt	3,553	231	1,799	866	657
Loans guaranteed by investments in
rental contracts *	145	36	83	26	-
Other rental contracts	506	22	171	175	138
Total liabilities	4,204	289	2,053	1,067	795

* Including interest fees

An option totalling $275,000 for the acquisition of an intellectual property should be added to the total of the contractual obligations.

Related Party Transactions

The transactions between related parties are described in note 3 “Related Party Transactions” of the Company’s financial statements as at February 29, 2008.

Change in Accounting Policies

No changes in accounting policies since May 31, 2007 except for of new accounting standards explained in note 2 of the Company’s financial statements “Changes in Accounting Policies” .

Subsequent Events

There were no significant subsequent events after February 29, 2008.

Risk Factors

Financial Risks

Management intends to continue the careful management of risks relating to exports, foreign exchange, interest rates and sale prices for its merchandise.

The Company’s policy is to have 90% of its receivables guaranteed by insurers unless exceptional circumstances.  U.S. currency is used for the majority of foreign transactions.  The exchange rate risk to the Company is mainly limited to the variation of the US dollar.  Despite the fact that purchases of raw material are currently concluded in U.S. currency, management also has the ability to use foreign exchange contracts to minimize the exchange risk.  As of February 29, 2008, the Company did not have any foreign exchange contract.

Product Liability

The Company has secured a $5M product liability insurance policy, renewable on an annual basis, to cover civil liability relating to its products. The Company also maintains a quality-assurance process that is QMP certified by the Canadian Food Inspection Agency (CFIA). Additionally, the Company has obtained Good Manufacturing Practices accreditation from Health Canada.

Prospective Statements

This Management Analysis contains prospective information. Prospective statements include a certain amount of risk and uncertainty and may result in actual future Company results differing noticeably from those predicted.  These risks include, but are not limited to: the growth in demand for Company products, seasonal variations in customer orders, changes to raw material pricing and availability, the time required to complete important strategic transactions, and changes to economic conditions in Canada, the United-States and Europe (including changes to exchange and interest rates).

The Company based its prospective statement on the information available when this analysis was drafted.  The inclusion of this information should not be considered a declaration by the Company these estimated results have been achieved.

¹

The Working Capital Ratio is presented for information purposes only and represents a financial performance measurement tool mostly used in financial circles. Because there is no standard method endorsed by Canadian GAAP requirements, the results may not be compared to similar measurements presented by other public companies.

²

The Solvency Ratio is presented for information purposes only and represents a financial performance measurement tool mostly used in financial circles. Because there is no standard method endorsed by Canadian GAAP requirements, the results may not be compared to similar measurements presented by other public companies.

4

Additional Information

Updated and additional Company information is available from the SEDAR Website at http://www.sedar.com and from EDGAR Website at http://www.sec.gov

On April 3, 2008, the total number of common shares issued by the Company and in circulation was 37,423,796, and Company common shares were being traded on the TSX Exchange Venture under the symbol « NTB » and on NASDAQ Capital Market under the symbol « NEPT ».

/s/ Henri Harland	/s/ André Godin
President and CEO	Vice-president, Administration & Finance

5

EX-99.4

FORM 52-109F1
CERTIFICATION OF INTERIM FILINGS

I, Henri Harland, President and Chief Executive Officer of Neptune Technologies & Bioressources Inc., certifies that:

1.

I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of Neptune Technologies & Bioressources Inc.  (the issuer) for the interim period ended February 29, 2008;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)  

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;

(b)  

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP;

5.  

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect the issuer’s internal control over financial reporting.

Date: April 11, 2008

/s/ Henri Harland
President and Chief Executive Officer

EX-99.5

FORM 52-109F1
CERTIFICATION OF INTERIM FILINGS

I, André Godin, Vice-President, Administration and Finance of Neptune Technologies & Bioressources Inc., certifies that:

1.

I have reviewed the interim filings (as this term is defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings) of Neptune Technologies & Bioressources Inc.  (the issuer) for the interim period ended February 29, 2008;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)  

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;

(b)  

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP;

5.  

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect the issuer’s internal control over financial reporting.

Date: April 11, 2008

/s/ André Godin
Vice-President, Administration and Finance