SecProbe.io

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Mail Stop 0309

									November 5, 2004

Stan Yakatan
President, Chief Executive Officer and Chairman
Grant Ventures, Inc.
5511 Capital Center Drive, Suite 224
Raleigh, NC 27606

Re:  	Grant Ventures, Inc.
Form SB-2 Registration Statement
	File No. 333-119425

Dear Mr. Yakatan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

Form SB-2

Prospectus Cover Page

1. Information presented on the cover page should be limited to the
information specified in Item 501(a) of Regulation S-B.  Accordingly,
please delete all but the first sentence and last two sentences of the
first paragraph.

Prospectus Summary

2. Please revise your summary to present a more balanced view of your
company by including the following information:
* You have not generated any revenues since inception;
* You have a history of losses and expect to continue to incur losses
for the foreseeable future;
* You have an accumulated deficit; and
* Your auditors have issued an opinion that expresses substantial
doubt about your ability to continue as a going concern.

Please note, your losses and accumulated deficit should be quantified.

3. Please revise the second sentence of the introductory paragraph so
that it reads "You should carefully read the entire prospectus prior
to making an investment decision."

4. Throughout the prospectus you make claims regarding the market for
your products and provide other statistical information.  Please
provide supplemental factual support for each claim.  Please mark the
supporting documents to show the location of the information you are
relying on.

5. Please update the information regarding your information statement
in the section called "History of our Company."

6. It is unclear what information you are trying to convey in the
second sentence of the first paragraph under "The Offering by the
Selling Stockholders" on page 3.  Please revise the sentence
accordingly.

Risk Factors - page 3

7. In this section and elsewhere in the registration statement you
state that you "Cannot be certain that" and "there is no assurance
that" various things will or will not happen.  Statements such as
these are legalistic and redundant.  Please delete them.  Instead,
please be certain that you have adequately explained why you cannot
make the assurance.

8. Additionally, describe the consequences if the event(s) that you
cannot assure will occur do not occur.  For example:

* On page 8, you state that you cannot assure investors that your
patent applications will result in patents being issued in the U.S. or
foreign countries.  Please revise to discuss the consequences if these
applications do not result in patents being issued;
* On page 9, you state that there can be no assurance that product
liability assurance will continually be available on acceptable terms
or that it will be sufficient.  Please revise to discuss the
consequences.

We will need to obtain regulatory approval before we can market and
sell our planned tests in the United States and in many other
countries, page 6

9. Please explain the meaning of the terms "analyte specific reagent"
and "homebrew diagnostic assays."

If we are unable to successfully protect our intellectual property or
obtain certain licenses, our ability to develop, market and sell our
tests and any other product we may develop in the future will be
harmed. - page 8

10. Please revise the subheading and body of the risk factor to
eliminate the references to "certain licenses," "certain processes"
and "certain instances."  If the licenses, processes and instances are
material, please discuss them in their own sentences.  The use of the
word "certain" in these contexts raises more questions than it
answers.

11. Although you refer to "certain licenses" in the subheading, the
body of the risk factor does not contain any discussion of your need
to obtain any licenses.  Please revise both the subheading and the
body to identify the licenses you are referring to.  Also, please
identify the specific risks and consequences involved with your need
to obtain the licenses.

Others could claim that we infringe on their intellectual property
rights, which may result in costly and time-consuming litigation. -
page 8

12. If you are aware of any claims of infringement, please provide
this information.

If we are able to market and sell our cervical cancer tests, we will
be subject to product liability claims or face product recalls for
which our insurance may be inadequate. - page 9

13. In the body of the risk factor you indicate that you are currently
in the process of obtaining product liability insurance coverage.
Please update the disclosure to indicate whether you have obtained
coverage, and if so, the amount of the coverage.

14. If you have not obtained liability insurance coverage, please
revise the subheading to more adequately describe the risk and its
consequences.  For example, if you don`t have coverage the subheading
should not state that your insurance may not be adequate.

We do not have any manufacturing facilities and we have no
arrangements with third party manufacturers. - page 9

15. Currently the subheading and the body of the risk factor are
simple statements of fact that do not identify a specific risk and its
potential adverse consequences.  If you retain the risk factor, please
revise it accordingly.

Our future operations may be adversely affected by risks associated
with international business. - page 9

16. The heading and body of this risk factor also do not describe a
specific risk and its potential adverse consequences for you.  In this
regard, please note that it is inadequate to simply state that "any or
all" of the bulleted items could "materially harm [your] business."
Please provide an appropriate factual context for each bulleted item.
In addition, please explain how each factor could adversely affect
you.

Use of Proceeds - page 14

17. Currently you state that any proceeds you might receive upon
exercise of the warrants will be used for general corporate purposes
consistent with your business strategy.  This statement is too vague
to be meaningful.  Please be more specific about how you will use the
proceeds.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 14

18. Please expand to clarify that you are providing disclosures
related to management`s plan of operation.  Please disclose whether
you have any off-balance sheet arrangements.  Please refer to Items
303(a) and 303(c) of Regulation S-B.

19. Please disclose here and in other sections of the filing, the
following:
a. The significant terms of the merger with Impact Diagnostics;
b. Please expand your disclosures to clarify why the acquisition of
Impact Diagnostics is treated and presented as a recapitalization of
Impact Diagnostics.
c. Please disclose the accounting treatment of a recapitalization.

Initial Validation Studies, page 20

20. Please revise to state that later studies might not support these
results.

Regulatory Approval, page 20

21. Please explain the basis for your belief that your tests will be
classified by the FDA as a class I or class II devices.

22. Please revise to discuss the requirements to market and sell a
Class I medical device.

Intellectual Property

23. If your agreement with Dr. Hu provided for licensing fees, annual
licensing payments or milestone payments, please revise to disclose
all payments made to date, the aggregate amount of potential milestone
payments and annual fees.

24. Additionally, if the licensing agreement provides for minimum
royalty payments, please disclose and quantify.

25. We note your statement that the term of the license is for 17
years.  Please revise to disclose when you entered into the license
agreement.

Security Ownership of Certain Beneficial Owners and Management, page
31

26. Please revise to identify the natural persons who have voting and
dispositive rights over the shares owned by DCOFI Master LDC.

Certain Relationships and Related Transactions, page 34

27. Please revise to indicate whether these transactions were on terms
as could have been obtained from unrelated third parties.

28. Please revise the second, third and fourth paragraphs to indicate
whether any amounts are still outstanding.  Additionally, applicable
interest rates on these advances and the loan discussed in the seventh
paragraph.

Selling Stockholders - page 34

29. Please provide appropriate disclosure regarding the circumstances
under which the selling shareholders acquired their shares.

30. For each selling shareholder that is not a natural person or a
reporting company, please revise to disclose the natural person(s) who
hold voting and dispositive rights.

31. If any of the selling shareholders are broker-dealers, please
revise to identify them and state that they are underwriters.  The
only exception to this position is if the shares were issued as
underwriting compensation.

32. If any of the selling shareholders are affiliates of broker
dealers, please revise to identify them and state that they purchased
the shares in the ordinary course of business and they have no
agreements to distribute the shares either directly or indirectly.  If
they are unable to make these representations, then please revise to
identify these selling shareholders as underwriters.

Experts, page 39

33. We note that you refer to HJ & Associates, LLC in your expert
section, however it does not appear appropriate to include this
disclosure under Item 509 of Regulation S-B.  Please remove this
disclosure as it was previously reported in your Form 8-K/A dated
August 30, 2004.

Financial Statements

General

34. In the event of a delay, please update the financial statement to
comply with Rule 310(g) of Regulation S-B.

35. We note your disclosure on page 14 that no historical financial
information or financial statements of Grant Ventures are included in
the filing.  Please retroactively restate the historical financial
statements of Impact Diagnostics in the registration statement to give
effect to the recapitalization transaction.  Please revise your pro
forma financial statements, accordingly.

Financial Statements of Impact Diagnostics, Inc. - December 31, 2003

Statement of Operations, page 43

36. Please disclose total research and development costs charged to
expense for each period presented as required by paragraph 13 of SFAS
2.

Statement of Stockholders` Deficit, page 44

37. Please disclose the dollar amounts assigned to the consideration
received for each equity issuance.  For issuances involving non-cash
consideration, please disclose the basis for assigning amounts.
Please refer to paragraph 11(d) of SFAS 7.

Note 3.  Related Party Transactions, page 48

38. Please disclose the terms and manner of settlement for employee
receivables and other related party receivables.  Please refer to
paragraph 2(d) of SFAS 57.

Note 4.  Note Payable, page 49

39. We note that the note payable was in default as of December 31,
2002.  Please tell us and disclose any default provisions the loan may
have and if the venture capital firm is seeking any recourse and or
damages outside of the negotiations.

Note 5. Common Stock, page 49

40. We note that you issued stock for services in the year ended
December 31, 2002.  If material, please disclose the amount of
compensation cost recognized in the Statement of Operations.  Please
refer to paragraph 47(e) of SFAS 123.

Note 6. Gain on Extinguishment of Debt, page 50

41. We note that you restated your financial statements to record a
gain on an extinguishment of debt upon refinancing certain debt.
Please disclose, and explain to us, the significant terms of the old
and new debt and tell us how this qualifies as an exchange or
modification of debt under EITF 96-19 that results in gain
recognition.

42. Please explain to us why the gain on extinguishment of debt was
not originally recorded in the 2002 financial statements.  Tell us
where the beneficial conversion feature, recorded as interest expense,
is presented in the statement of operations.

Note 11. Restatement of Financial Statements, page 53

43. Please disclose what effect, if any, the error had on related per
share amounts.  Please refer to paragraph 36 of APB 20.

Financial Statements of Impact Diagnostics, Inc - June 30, 2004

44. Based on the preceding audited financial statement comments,
please revise your disclosures as appropriate.

Statements of Operations, page 56

45. We note that interest expense for the six months ended June 30,
2004 totals $38,765.  Please tell us where the beneficial conversion
feature totaling $200,000 is presented in the interim 2004 financial
statement.  Please refer to Note 12 of the audited financial
statements.

46. Please provide cumulative from inception financial information as
required by SFAS 7 and Rule 310(b) of Regulation S-B.

Notes to Unaudited Financial Statements of Impact Diagnostics, Inc.,
page 57

47. Please revise your financial statements to include the necessary
disclosures required by Item 310(b) of Regulation S-B.  For example,
please disclose material subsequent events that occurred subsequent to
the annual financial statements.

Pro Forma Financial Statements

Pro Forma Balance Sheet, page 58

48. Please refer to your disclosure related to footnote (g).   It
appears that this disclosure is not appropriate since the event is not
directly attributable to the Merger or factually supportable since the
Board of Directors and stockholders have not approved the increase in
authorized shares.   Please remove this disclosure or advise us.

Pro Forma Statements of Operations, page 59 and 60

49. We note that you include nonrecurring pro forma adjustments.
Please only include adjustments that are directly attributable to the
specific transaction, factually supportable and expected to have a
continuing impact on your statement of operations. For example, pro
forma adjustments related to the gain on the extinguishment of debt
are not expected to have a continuing impact.  Please remove these
adjustments or advise us.

50. Please disclose the historical basic and diluted earnings per
share as required by Rule 11-02(b)(7) of Regulation S-X.

51. Please expand your disclosure in pro forma adjustment (f) to
clarify how the weighted average shares amounts were computed for each
period presented.

Notes to Unaudited Pro Forma Consolidated Financial Statements, page
61

52. Please revise footnote (b) to disclose the date shares were issued
in the private placement.

53. Please expand footnote (c) to disclose the date the agreement was
reached with affiliates to convert notes to shares and expand footnote
(d) to disclose the date the lender exercised the conversion of its
note and accrued interest into shares.

54. Pro forma footnote disclosures should be sufficiently detailed to
understand your basis for the adjustment and how the adjustment was
computed. Please refer to pro forma adjustment (d).  It is not clear
from yo