SecProbe.io

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

Mail Stop 3561
	June 30, 2005

Mark S. Robinow
Chief Financial Officer
Kona Grill, Inc.
7150 East Camelback Road, Suite 220
Scottsdale, Arizona 85251

          Re:	Kona Grill, Inc.
	Registration Statement on Form S-1
	Filed June 3, 2005
	File No. 333-125506

Dear Mr. Robinow:

	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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover Page
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.

Inside Front Cover Page
2. Provide us in a timely manner copies of any artwork that you
intend to use.  Please be advised that we may have comments on
these
materials and you should consider waiting for our comments before
printing and circulating any artwork.
Prospectus Summary, page 1
3. The summary is intended to provide a brief overview of the key
aspects of the offering.  Please remove the "Our Competitive
Strengths" and "Our Growth Strategy" sections from the summary
since
they also appear in the "Business" section in a lengthier format.
The summary is only intended to provide a brief snapshot of the
offering.  See Instruction to Item 503(a) of Regulation S-K.
4. Please revise the summary to provide a balanced overview of
your
business.  In this regard, you should include net income/loss
amounts
in addition to the sales amounts that you have provided.  We also
note that you characterize various aspects of your business as
"innovative," "superior," "upscale," "unique," "high-quality,"
"enticing," "exceptional," and "eye-catching."  Please revise to
provide a more balanced presentation of your business.
5. Please provide support for the qualitative and comparative
statements contained in the summary and throughout your
prospectus.
For example, we note the statement that "...the average unit
volume
of our four restaurants open the entire year was $5.5 million,
which
we believe is among the highest for publicly traded chain
restaurants
in the casual dining industry."   We also note the following
examples
appearing in the "Business" section of your prospectus:

* The National Restaurant Association forecasts that restaurant
industry sales will continue to experience growth, reaching $476
billion in 2005, which would mark the 14th consecutive year of
sales
growth for the industry and a 4.9% increase over 2004 sales. -
pages
36-37

* Technomic, Inc ... forecasts sales at U.S. full-service
restaurants
to grow at a compounded annual growth of 5.7% from 2004-2008,
compared to forecasted compounded annual growth of 4.8% for the
total
U.S. restaurant industry for the same period. - page 37

* Within the consumer food industry, studies show that over the
past
50 years there has been a steady shift away from the consumption
of
"food-at-home" towards the purchase of "food-away-from-home." -
page
37

* We believe that there are significant opportunities to grow our
sales, and we believe our concept can support at least 200
restaurants in the United States. - page 38
Please provide support for these examples and similar statements
that
appear throughout your prospectus.  Please mark your support or
provide page references in your response to the sections you rely
upon for each specific statement.  To the extent you are unable to
provide support, please delete the qualitative and comparative
statement.  Tell us whether the information you cite from these
reports is publicly available.  If not, you should obtain
appropriate
consent to cite these reports in your filing.

Risk Factors, page 7
6. Please revise your risk factor subheadings to concisely state
the
specific material risk each risk factor presents to your company
or
investors and the consequences should that risk factor occur.
Avoid
simply referring to a fact about your company or a future event in
your subheadings.  Stating that the risk may "adversely affect"
your
business does not adequately address the potential consequences.
For
example, the following risk factor subheadings should be revised
accordingly:
* Our limited number of restaurants, the significant expense
associated with opening new restaurants..., page 7.
* Our expansion into new markets may present increased risks...,
page
8.
* Failure to protect our trademarks, service marks, or trade
secrets..., page 9.
* Our senior management team has a limited history of working
together..., page 10.
7. Some of your risk factors appear generic because the
information
could apply to many companies in your industry or even in other
industries.  Please revise to specifically indicate how the stated
risk applies to your company, or delete these risk factors:
* Litigation could have a material adverse effect on our business,
page 9.
* Our ability to raise capital in the future may be limited...,
page
10.
* Labor shortages or increases in labor costs could slow our
growth..., page 11.
* Our success depends on our ability to compete effectively...,
page
12.
* The market price for our common stock may be volatile..., page
12.
* We will have broad discretion over the use of proceeds from this
offering..., page 13.
* We do not expect to pay any dividends for the foreseeable
future..., page 15.
If we do not successfully expand our restaurant operations...,
page 8
8. As currently drafted, the disclosure in this risk factor is too
vague and appears to include multiple risks.  Please revise to
concisely state the material risk to you and investors.  The
additional risks addressed in this risk factor should be included
under separate subheadings, if considered material.
Use of Proceeds, page 17
9. You indicate that you will retain broad discretion in the
allocation of the net proceeds from this offering.  Please be
advised
that you may reserve the right to change the use of proceeds,
provided that such reservation is due to certain contingencies
that
are discussed specifically and the alternatives to such use are
indicated.  See Instruction 7 to Item 504 of Regulation S-K.
Please
revise as appropriate.

Capitalization, page 18
10. Please revise your disclosure to explain the factors
responsible
for the $309,000 change between your actual accumulated deficit
balance at March 31, 2005 and the Pro Forma balance. If this
relates
to the write-off of the unamortized discount associated with the
convertible subordinated promissory note in connection with its
conversion into Series B convertible preferred shares which will
then
be converted in common shares, revise to disclose the amount of
the
charge that will be recognized in connection with the conversion.
Management`s Discussion and Analysis, page 23
11. Please discuss in greater detail any known trends or
uncertainties in the economy and industry in which you conduct
business that are reasonably likely to have a material effect on
your
financial condition or results of operations.  For example, we
note
that same store sales growth has declined for the three months
ended
March 31, 2005 compared to the prior period.  Please discuss the
reasons for the decline in sales growth.  Please see SEC Release
No.
33-8350.

Results of Operations, page 27

Quarter Ended March 31, 2005 Compared with Quarter Ended March 31,
2004
12. When attributing increases or decreases in revenue or expense
line items to multiple factors contributing to material changes
over
the reported periods, quantify the amount of the increase or
decrease
attributed to each factor.  For example, we note the increase in
general and administrative expenses was the result of "the
addition
of executive management, corporate personnel, and infrastructure
to
support our growth strategy and preparation to meet the reporting
and
compliance requirements of a public company."  Revise elsewhere as
appropriate.  For further guidance, please refer to Item 303(a)(3)
of
Regulation S-K and the Commission`s Interpretative Releases on
Management`s Discussion and Analysis, Release 33-8350 dated
December
29, 2003.

Potential Fluctuations in Quarterly Results and Seasonality, page
30
13. We note the penultimate sentence under this caption indicates
that your operating results may fall below the expectations of
securities analysts and investors.  Please delete the reference to
securities analysts, as it is unclear whether securities analysts
will cover your securities.

Quarterly Results of Operations, page 31
14. Please revise your table to include the per share data for
income
from continuing operations and net income. Also, disclose the
nature
and amounts of any unusual or material items that impacted your
quarterly results of operations for the periods presented.   Refer
to
the requirements of Item 302(a) of Regulation S-K.

Business, page 36

Competitive Strengths, page 37
15. We note disclosure in the last bullet point appearing on page
38
indicating your senior management has "more than 50 years of
collective restaurant industry experience."  Please revise to
provide
the average years of industry experience rather than the
collective
number of years of experience.
Food Preparation, Quality Control, and Purchasing, page 42
16. Please file formalized agreements with your principal
suppliers
as material contracts.  See Item 601(b)(10)(ii)(B) of Regulation
S-K.

Expansion Strategy and Site Selection, page 43
17. We note you hired a real estate professional to serve as your
director of real estate to focus on site selection and future
development.  It appears that this individual should be identified
in
the Management section of the prospectus as required by Item
401(c)
of Regulation S-K.  Please advise or revise accordingly.
Competition, page 46
18. Please explain in greater detail how you compete on the basis
of
taste, quality, price of the food products offered, quality and
speed
of guest service, brand name identification, attractiveness of
facilities, restaurant location, and overall dining experience.
See
Item 101(c)(1)(x) of Regulation S-K.  Please also identify your
primary competitors in the industry.

Trademarks, page 46
19. Please identify the "other proprietary rights" to which you
refer.

Management, page 48
20. Please provide five years of business experience disclosure
for
C. Donald Dempsey.  See Item 401(e) of Regulation S-K.

Executive Compensation, page 51
21. We note the disclosure indicating that your former chief
executive officer served through March 2004, for which he received
no
cash compensation.  Note that we would expect your financial
statements to reflect reasonable compensation levels in relation
to
the nature and extent of the related services provided.  To the
extent that the fair value of services provided exceeds the amount
of
compensation paid to the chief executive officer, please revise
your
financial statements to reflect the fair value of the services as
a
capital contribution.
22. Please provide the full name of "Chandler."

Certain Relationships and Related Party Transactions, page 64
Series A Preferred Financing, page 64
23. Please file as a material exhibit the stockholders agreement
related to the Series A Preferred financing.  See Item 601 of
Regulation S-K.
Convertible Subordinated Promissory Note Financing, page 65
24. Please identify the entity controlled by directors Marcus
Jundt
and Richard J. Hauser.

Security Ownership of Certain Beneficial Owners and Management,
page
66
25. Please identify the control person(s) of Kona KC Investment
LLC.

Preferred Stock, page 68
26. Please reconcile the disclosure in this section indicating
that
you do not have any preferred stock outstanding with the
disclosure
on page 64 describing the issuance of Series A preferred stock.
Please revise.

Lock-Up Agreements, page 72
27. In the second paragraph under this caption, please explain in
more detail the conditions that would cause the disposition of the
securities under the lock-up agreements.  For example, describe
the
"market conditions" that would cause the release of shares.

Underwriting, page 77
28. We note your disclosure that if all the shares are not sold at
the initial offering price, the representative may change the
offering price and other selling terms.  Please explain how any
change in the offering price and/or other selling terms would be
reflected in the prospectus.  For example, disclose whether a
post-
effective amendment would be filed and declared effective prior to
any offers or sales being made at different prices or with
different
selling terms.  We may have additional comment after reviewing
your
response.
29. We note that you have reserved for sale at the initial public
offering price up to 5% of the shares of common stock to be
offered
to directors, officers, employees, business associates, and
related
persons.  Please tell us the mechanics of how and when these
shares
will be offered and sold to persons in your directed share
program.
For example, please explain how you will determine the prospective
recipients of reserved shares, particularly those you refer to as
"business associates, and related persons."  Tell us when and how
they will indicate their interest in purchasing shares.  Also,
please
tell us how and when you and the underwriters will contact the
directed share investors, including the type(s) of communication
you
will use.  Further explain when the shares and money will be
exchanged and when the purchasers become committed to purchase
their
shares. Please provide a copy of all written material used in
connection with the directed share program and analyze how that
material is consistent with Rule 134.  We may have further comment
upon receipt of your response.
30. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale or distribution of the
shares and describe their procedures to us.  If you become aware
of
any additional members of the underwriting syndicate that may
engage
in electronic offers, sales or distributions after you respond to
this comment, promptly supplement your response to identify those
members and provide us with a description of their procedures.
Briefly describe any electronic distribution in the filing.
Also, in your discussion of your procedures, tell us how your
procedures ensure    that the distribution complies with Section 5
of
the Securities Act.  In particular:

* the communications used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
In addition, please tell us whether you or the underwriters have
any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement, and
provide
us with a copy of any written agreement.  Also provide us with all
information concerning your company or prospectus that has
appeared
on their website.