SecProbe.io

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Mail Stop 3561
	July 29, 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. 2 to Registration Statement on Form S-1
	Filed July 21, 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.

Artwork
1. Please provide us with support for the statement that your
restaurants offer "award winning sushi."

Summary Consolidated Financial Data, page 4

Selected Consolidated Financial Data, page 20
2. Refer to footnote (2) to your pro forma net income (loss) per
share.  Please revise this footnote to indicate that the pro forma
earnings per share disclosures reflects the conversion of all
outstanding preferred stock and convertible notes into common
stock
as if they had occurred at the beginning of the periods presented
rather than at June 30, 2005.  Please note that only your balance
sheet disclosures should be presented as if they had occurred at
June
30, 2005. The disclosures regarding your pro forma earnings per
share
on page F-7 of your financial statements should be similarly
revised.

Accounting for Stock Options, page 27
3. We note the discussion that has been added to pages 27 and 28
of
Management`s Discussion and Analysis in response to comment 15 in
our
letter dated July 18, 2005, but do not believe that the discussion
provided was fully responsive to our prior comment. As previously
requested, please revise this discussion to explain each
significant
factor that contributed to the difference between the fair value
of
your stock option grants of from $5.00 to $7.50 per share to your
expected public offering price of approximately $10 per share.
Also,
revise your discussion of the methodology and assumptions used in
valuing your stock option grants to indicate the sales rate growth
assumptions and cash flow multipliers used in preparing your stock
option valuations.

Index to Financial Statements

Note 2. Summary of Significant Accounting Policies

Net Income (Loss) Per Share, page F-11
4. We note from your revised disclosure that at June 30, 2004 you
included the dilutive effect of the 500,000 shares of common stock
issuable upon conversion of the convertible promissory note.  We
also
note from your disclosure in note 8 that this convertible
promissory
note was issued in July 2004.  Since the convertible promissory
note
was issued after June 30, 2004, please revise your diluted
earnings
per share computation for the six months ended June 30, 2004 to
eliminate the dilutive effect of the convertible shares associated
with the convertible promissory note.

Note 14. Subsequent Events, page F-22
5. We note your response to comment 13 in our letter dated July
18,
2005. You state that due to the lack of a reliable history or
pattern
of option exercises within the company, you are unable to provide
a
meaningful estimate of expense to be recognized in connection with
the acceleration.  We are not aware of the guidance in FIN No. 44
where it stipulates that no compensation expense would be
recognized
due to a lack of a reliable historic pattern of option exercises
at
the modification date. Accordingly, we would expect you to
recognize
compensation expense based on your best estimate of employee
turnover
rates at the modification date and adjust your estimate in future
periods for actual experience as cited in paragraphs 159 and 160
of
FIN No. 44.   In this regard, please provide us with your revised
calculation and revise your filing accordingly.

Note. 10 Stockholders` Equity

Preferred Stock, page F-19
6. Reference is made to your last paragraph under the caption
"Preferred Stock."  Please revise the conversion price associated
with the Series A and B convertible preferred stock of $1.20 to
reflect the retroactive effect of the 1-for-5 reverse stock split.

* * * *

      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 29, 2005
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