SecProbe.io

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Mail Stop 3561
	July 18, 2005

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

          Re:	Kona Grill, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed July 8, 2005
	File No. 333-125506

Dear Mr. Robinow:

	We have reviewed your amendment 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.

Prospectus Summary, page 1
1. Please refer to comment 3 in our letter dated June 30, 2005.
We
note that you have retained the disclosure appearing under "Our
Competitive Strengths" and "Our Growth Strategy."  Please either
delete this disclosure as requested previously or balance your key
strengths with the associated risks of your business.
2. Please refer to comment 4 in our letter dated June 30, 2005.
We
continue to believe your summary contains various promotional
terms
and phrases that do not provide a balanced overview of your
business.
As noted previously, you characterize aspects of your business as
"innovative," "superior," "upscale," "high-quality," and
"exceptional."  Please revise your disclosure to provide a more
balanced presentation of your business.
Summary Consolidated Financial Data, page 4
Selected Consolidated Financial Data, page 20
3. Please delete the last sentence of footnote (2) as it does not
appear to be applicable to your pro forma earnings per share
computations for the latest fiscal year and subsequent interim
period
presented.

Risk Factors, page 6
4. Please refer to comment 7 in our letter dated June 30, 2005.
We
continue to believe the following risk factors are 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:
* If we are unable to compete successfully in the casual dining
segment..., page 11.
* The market price for our common stock may be volatile..., page
11.
Business, page 37

Growth Strategy, page 39
5. Please refer to comment 5 in our letter dated June 30, 2005.
We
note your response in support of the statement "...we believe our
concept can support at least 200 restaurants in the United
States."
The information you have provided does not appear to support the
additional 200 restaurants in the United States.  Please revise
your
disclosure as appropriate, or provide a more detailed analysis on
how
your concept can support the additional restaurants.

Certain Relationships and Related Party Transactions, page 68
6. Please refer to comment 23 in our letter dated June 30, 2005.
We
continue to believe the stockholders agreement related to the
Series
A Preferred financing is a material agreement required to be filed
under Item 601 of Regulation S-K.

Lock-Up Agreements, page 76
7. Please refer to comment 27 in our letter dated June 30, 2005.
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 in
greater detail how the number of shares requested to be released,
the
possible impact on the market for common stock, the trading price
of
your common stock, and the historical trading volumes of your
common
stock would cause the release of shares under the lock-up
agreements.

Underwriting, page 81
8. Please refer to comment 28 in our letter dated June 30, 2005.
We
note your revised disclosure indicating that "After the initial
public offering, the representative may change the public offering
price and concession and discount to brokers or dealers."  We
continue to believe that a change in the offering price and other
selling terms is a material change that requires a post-effective
amendment to be filed and declared effective prior to offers or
sales
being made.  Please revise your disclosure accordingly or provide
a
detailed analysis explaining why a post-effective amendment would
not
be required in this circumstance.
9. We refer to comment 29 in our letter dated June 30, 2005.  We
note
your response, however, it remains unclear how you will determine
those participants in the directed share program whom you
characterize as "business associates, and related persons."
Please
revise your disclosure accordingly.

Consolidated Balance Sheets, page F-3
10. Please revise your consolidated balance sheet to disclose the
number of shares that will be outstanding at March 31, 2005 on a
pro
forma basis.

Consolidated Statements of Operations, page F-4
11. Please revise the description of your pro forma net income
(loss)
per share for the latest fiscal year and subsequent interim period
presented from "Pro forma diluted net income (loss) per share" to
"Pro forma basic and diluted net income (loss) per share." The
disclosure in Note 2 on page F-8, on page 4 in your Summary
Consolidated Financial Data, and on page 21 in your Selected
Consolidated Financial Data should be similarly revised.
12. We note your response to comment 32 in our letter dated June
30,
2005. As previously requested, please revise your earnings per
share
computations and all related disclosures in the registration
statement to give retroactive effect to the 1 for 5 reverse stock-
split that you plan to effect prior to completion of the planned
public offering.

Note 14. Subsequent Events
13. We note your response to comment 51 in our letter dated June
30,
2005 and the disclosures that have been added to Note 14 in
response
to our comment. However, based on information provided in your
response and your revised disclosure, we are still unclear as to
how
you calculated the maximum amount of expense to be recognized in
connection with the accelerated vesting of outstanding stock
options.
Please explain in further detail how you determined the intrinsic
value associated with your options of $.20 per share. Your
response
should explain how you determined the fair value of your common
shares in March 2005 for purposes of calculating or determining
the
intrinsic value of your outstanding options. Also, based on your
response, it appears that the fair value of your shares at March
2005
is less than the expected public offering price of your common
shares
of $1.80 to $2.20 per share. Accordingly, please explain in detail
the factors responsible for the increase in the value of your
common
shares. Additionally, please explain in further detail why you are
unable to estimate compensation expense related to the amount by
which an employee is expected to benefit from the acceleration of
vesting, until the employee receives the benefit (i.e., exercises
the
option). We may have further comment upon receipt of your
response.

Other
14. Based upon your response to comment 52 in our letter dated
June
30, 2005, we are unclear as to why compensation expense was
recognized in connection with the options to purchase 200,000
shares
of common stock that were issued to Mr. Jundt for his agreement to
personally guarantee promissory notes issued by you, but not for
the
100,000 options issued for his service as chairman of the board.
Please explain why no compensation expense was recognized for
these
100,000 options granted in January 2005.
15. Additionally, we do not believe that the discussion provided
in
Management`s Discussion and Analysis with respect to options
granted
since December 31, 2004 was responsive to our prior comment.
Accordingly, please revise your Management`s Discussion and
Analysis
to include the following disclosures with respect to any option
grants made since December 31, 2004 and with respect to the
outstanding options that were accelerated in March 2005:

* Disclose the number and terms of any options granted since
December
31, 2004 and discuss the significant factors, assumptions, and
methodologies used in determining their fair value.  As part of
these
disclosures, please indicate whether any valuation prepared was
contemporaneous or retrospective and indicate whether the
valuation
was prepared by a related party.  Also, explain why management
selected the valuation alternative chosen and explain why
management
chose not to obtain a contemporaneous valuation by an unrelated
valuation specialist.  These disclosures should also be provided
with
respect to the accelerated vesting of your outstanding options
that
occurred in March 2005.

* Discuss each significant factor contributing to the difference
between the fair value of the options granted and the expected
public
offering price.

* Refer to the guidance outlined in paragraphs 179 through 182 of
the
AICPA Audit and Accounting Practice Aid, "Valuation of Privately-
Held-Company Equity Securities Issued as Compensation." We may
have
further comment upon receipt of your response and our review of
your
revised disclosures.

* * * *

      As appropriate, please amend your registration statement 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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Jeffrey Jaramillo, Staff Accountant, at (202)
551-3212 or Linda Cvrkel, Accounting Branch Chief, at (202) 551-
3813
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matthew Benson, Attorney-
Advisor, at (202) 551-3335 or Ellie Quarles, Special Counsel, at
(202) 551-3238 with any other questions you may have.

						Sincerely,

						Max Webb
						Assistant Director

cc:	Quinn Williams, Esq.
	Greenberg Traurig, LLP
	Fax: (602) 445-8647

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Mark S. Robinow
Kona Grill, Inc.
July 18, 2005
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