SecProbe.io

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Mail Stop 0309

									February 14, 2005

David Schiff, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, N.Y.  10018

Re:  	Grant Ventures, Inc.
Amendment No. 1 to Form SB-2 Registration Statement
	File No. 333-119425

Dear Mr. Schiff:

      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.

Prospectus Summary

1. Please refer to comment 4 in our previous letter.  In that
comment, we requested that you provide us with supplemental
factual
support for the claims you make regarding the market for your
products and other statistical information you included in your
registration statement.  Although your response letter indicates
that
you have provided this material, we have not received it.  Please
provide supplemental factual support for each claim.  Please mark
the
supporting documents to show the location of the information you
are
relying on.

2. We note the detailed information you added to the "About Grant
Life Sciences" section of the summary, all of which appears in
parenthetical phrases.  Summary disclosure should be limited to a
brief discussion of the most significant aspects of the offering.
It
should not include detailed disclosure.  In addition, the use of
parenthetical phrases in this manner is not consistent with the
requirement that the forefront of the registration statement be
written in plain English.  Please revise the disclosure
accordingly.

Risk Factors - page 3

3. In comment 7 of our previous letter we requested that you
delete
language such as that you "cannot be certain that" and "there is
no
assurance that" various things will or will not happen.  We note
that
these and similar phrases continue to appear in a number of places
in
your document.  See, for example, the last paragraph on page 5, as
well as page 6.  Please revise the entire document as we
previously
requested.  Also, please insure that in each instance where this
language appears, you have provided the information requested in
comment 8 of our previous letter.

4. We note your response to comment 15 and note that you deleted
the
referenced risk factor discussion.  Please supplementally explain
why
this risk does not apply to your business or restore the risk
factor
discussion and address our prior comment 15.

We will need to raise substantial additional capital to fund our
operations... - page 3

5. This risk factor indicates that you have sufficient cash to
fund
your planned operations through January 2005.  Since it is now
February, please update the disclosure to reflect your current
situation.

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

6. We note your response to comment 9.  However, the same terms
continue to appear on page 14 of the document.  Please revise this
disclosure as well.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations - page 9

7. Please expand your disclosures in response to comment 19 to
clarify that prior to the Merger, with Impact Diagnostics, Grant
Life
Sciences was a not a business as defined by EITF 98-3.  As
previously
requested, disclose the accounting treatment of a
recapitalization.
For example, the accounting treatment is identical to a reverse
acquisition except that there are no adjustments to the historic
carrying values of the assets and liabilities and all costs of the
transaction are expensed.

Description of Business - page 10

8. In the middle of page 10 you refer to HPV as an "obligate
cause"
of cervical cancer.  Please explain what this term means.

Regulatory Approval - page 13

9. We note the revisions you made in response to comments 21 and
22
in our previous letter.  However, the revised disclosure does not
contain all of the information we asked you to include.  For
example,
the revised disclosure still does not explain why you believe that
your tests will be classified by the FDA as Class II devices, as
opposed to Class I or Class III devices.  It also does not explain
the difference in the requirements to market and sell each class
of
devices.  Please revise the disclosure accordingly.

Directors, Executive Officers, Promoters and Control Persons -
page
17

Executive Compensation - page 18

10. Please update the information in the table to include
information
for the fiscal year ended December 31, 2004.

Selling Stockholders - page 23

11. In comment 29 of our previous letter we asked you to include
appropriate disclosure regarding the circumstances under which the
selling shareholders acquired their shares.  The revised
disclosure
now indicates that many of the selling shareholders acquired their
shares "through a private placement in connection with the
Merger."
This is not an adequate explanation.  Please provide more detailed
disclosure.

12. In comment 31 we asked you to disclose whether any of the
selling
shareholders are broker-dealers, and, if so, to identify them and
state that they are underwriters.  The only exception to this
position is if the shares were issued as underwriting
compensation.
We note that footnote 49 identifies a broker-dealer but does not
identify it as an underwriter, or indicate whether the shares
received were underwriting compensation.  Please provide the
missing
information.

Certain Relationships and Related Transactions - page 22

13. We note your response to comment 28.  For advances that were
made
with no interest, please revise to state that the loan was
interest
free.

Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure, page 30

14. Your disclosures in the registration statement are not
identical
to the disclosures contained in the Item 4.01 Form 8-Ks filed on
August 30, 2004 and December 22, 2004.  Please file as Exhibits 16
to
the registration statement updated letters from your former
accountants addressing the disclosures made in the registration
statement.

Financial Statements

Statement of Stockholders` Deficit, F-5

15. Refer to your response to comment 37.  We note that you have
issued stock for services.  For each issuance involving non-cash
consideration, please disclose the nature of the non-cash
consideration and the basis for assigning amounts.  Refer to
paragraph 11(d) (3) of SFAS 7.

Notes to Financial Statements
General

16. Please consider updating your disclosures to include
comparable
disclosures for the interim period.

Note 4.  Note Payable, F-11

17. We note that you recorded a gain on extinguishment of debt
upon
entering into a debt conversion agreement.  Please explain to us
how
the gain was calculated and tell us the authoritative accounting
literature used to account for the debt conversion agreement.

Note 5.  Common Stock, page F-11

18. We note your revisions in response to comment 40.  Please
revise
the statement of operations so that stock-based compensation
expense
is presented within the appropriate operating expense line items.
Similarly revise your income statement disclosures appearing
elsewhere, including MD&A.

Pro Forma Financial Statements

19. Please remove all pro forma financial information.  Since the
effect of the private placement is reflected in your historical
September 30, 2004 balance sheet, no pro forma balance sheet is
required.  No other pro forma financial information is required
for
the transaction with Impact Diagnostics since it not a business
combination. The recapitalization of Impact Diagnostics is
reflected
in the historical financial statements.

*       *       *       *       *       *       *      *

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* The company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      As appropriate, please amend your registration statement and
1934 Act reports in response to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please file your cover letter on EDGAR under the form
type label CORRESP.  Please understand that we may have additional
comments after reviewing your amendment and responses to our
comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Fraser at (202) 942-1864, Suzanne Hayes
at
(202) 942-1789 or me at (202) 942-1840 with any other questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

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David Schiff, Esq.
Grant Ventures, Inc.
February 14, 2005
Page 6

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