SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

									May 20, 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. 2 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.

Comments Applicable to the entire document

1. We have noted numerous and extensive revisions to the
disclosure
in this document that have not been red-lined as required.  See,
for
example, most of the disclosure on page 10 of this amendment.
When
you file your next pre-effective amendment, please ensure that all
changes to the document are red-lined.

Risk Factors - page 2

We have incurred net losses to date and expect to continue to
incur
net losses... - page 2

2. Please update the information in this risk factor and
throughout
the document so that it reflects your situation at least as of
March
31, 2005, or more recently where practicable.

We will need to raise substantial additional capital to fund our
operations... - page 2

3. This risk factor now indicates that you have sufficient cash to
fund your planned operations through June 2005.  Please revise the
risk factor to indicate what will happen after that.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 8

4. You state in your revised disclosure, in response to prior
comment
7, that you were an inactive publicly traded shell with no
significant assets or operations.  Please revise your disclosure
to
clarify that the share exchange with Impact Diagnostics is
recorded
as a capital transaction rather than a business combination under
SFAS 141.  That is, the transaction is equivalent to Impact
issuing
stock for the net assets or liabilities of Grant Ventures,
accompanied by a recapitalization. As previously requested, please
clarify your disclosures to state that the accounting is identical
to
a reverse acquisition, except that there are no adjustments to the
historic carrying values of the assets and liabilities.

Description of Business - page 11

HIV and Dengue Fever Tests - page 18

5. The disclosure added to this amendment includes the phrase
"maquiladora-modeled contract manufacturing facility."  Please
explain what this term means at the first place the term appears.

Selling Stockholders - page 237

6. We hereby reissue comment 11 in our last letter.  In both of
our
previous letters 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 "in a
private
placement in July 2004."  This is not an adequate explanation.
The
revised disclosure should, for example, describe the material
terms
and circumstances of the specific private placement.

7. Please refer to comment 12 in our last letter.  We asked you to
disclose whether any of the selling shareholders are broker-
dealers.
If so, you must identify them as broker dealers and also 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 and now indicates that the
shares received were not underwriting compensation.  However, it
still does not indicate that the broker/dealer is an underwriter.
Please provide the missing information.

Notes to Consolidated Financial Statements

Note B - Business Combination and Corporate Restructure, page F-12

8. We note that you refer to the transaction as a business
combination or a reverse acquisition.  The transaction should not
be
described as a business combination if Grant was not a business,
as
defined by EITF 98-3, on the date of the transaction.  Further,
please revise your filing to delete any references to "purchase
price", "acquisition costs", etc.  Please refer to our related
comment in MD&A.

Note E - Notes Payable, page F-14

9. We acknowledge your response to prior comment 17.  It appears
that
the venture capital firm that issued the loan meets the definition
of
a related party under SFAS 57.  You disclose that the loan was in
default as of December 31, 2002.  Your default of a material loan
appears to give the firm that issued the loan the ability to
control
or significantly influence Grant Life Sciences.  Please note that
the
forgiveness of debt by a related party should be considered a
capital
transaction.  Refer to footnote 1 to paragraph 20 of APB 26.
Please
revise your financial statements to record the forgiveness of debt
as
a capital contribution or advise us further.

Exhibit 23.2 - Consent of Independent Registered Public Accounting
Firm

10. The date of the report referred to in Tanner LC`s consent
appears
to be inconsistent with the date of their report included in the
registrant statement.  Please revise to eliminate all
inconsistencies.

*       *       *       *       *       *       *      *

      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.

      For questions regarding the financial statement and related
comments, please contact Todd Sherman at (202) 551-3665 or Donald
Abbott at (202) 551-3608.  Contact Mary Fraser at (202) 551-3609,
Suzanne Hayes at (202) 551-3675 or me at (202) 551-3710 with any
other questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

??

??

??

??

David Schiff, Esq.
Grant Ventures, Inc.
date
Page 3

</TEXT>
</DOCUMENT>