SecProbe.io

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								August 31, 2005

Mail Stop 4561

Corporation Services Company
2711 Centerville Road, Suite 400
Wilmington, DE 19808

	Re:	Grant Enterprises, Inc.
		Form SB-2
		Filed August 5, 2005
		Registration no. 333-127259

Dear Mr. Shadmer,

      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.

General

1. We note that Richard Carrigan is a broker-dealer.
Additionally,
it does not appear Mr. Carrigan received his securities as
compensation for underwriting activities.  As such, the prospectus
must state that Mr. Carrigan is an underwriter.  Please revise
accordingly in all appropriate places in the prospectus.

2. In light of his role as CEO and CFO, please disclose the
experience of Shahin Shadmer, the company`s only employee, with
respect to financial accounting and preparation of reports under
the
Exchange Act.  Please advise us of how, in the absence of any
other
employees, the company proposes to create the system of accounting
controls and procedures and to maintain the accounting records
that
it

will use to record transactions and that would be audited by the
independent accountant.

Form SB-2
Calculation of Registration Fee

3. Because there currently is no trading market for your
securities,
Rule 457(c) is not applicable to this registration statement.
Please
revise to reference the correction section of Rule 457.  You may
wish
to refer to Rule 457(a) or Rule 457(o) for guidance.

About Our Company, page 1

4. If Grant has the exclusive North American distributorship for
Kinjoy Chairs pursuant to a written agreement or contract, please
file such agreement as an exhibit by your first amendment.  If
there
is no written agreement or contract, please explain how Grant can
have the exclusive North American distributorship for Kinjoy
Chairs.

5. Please explain in better detail the revenue sharing program.
Describe the material aspects of this program and identify the
corporations with whom you participate.  If you have written
agreements relating to this program, please file them as exhibits
to
your registration statement.

6. Please balance your discussion of revenues with disclosure
regarding expenses and net income.

Risk Factors, pages 2-5

7. Currently, many of your risk factors contain generic
discussions
that could apply to any company.  Please revise your risk factors
to
provide specific disclosure of how your business, operations
and/or
financial conditions would be affected and the resulting risk to
investors.  For example, in the appropriate risk factor, please
discuss:
* the specific problems, expenses, difficulties, complications and
delays you may encounter as a small developing company in a highly
competitive environment;
* the types of highly skilled technical employees you will need to
hire and the impact on your business if you fail to hire or retain
these employees; and
* your current product range and distribution channels and the
difficulties in trying to expand these.

8. Please provide appropriate risk factor discussion relating the
controlling interest of Richard Carrigan in the company`s voting
power and outstanding shares.  For example, please disclose that
Mr.
Carrigan will have the ability, without the consent of public
stockholders, to elect all members of the board of directors and
to
control the company`s management and affairs.  Additionally,
please
discuss the possibility that Mr. Carrigan`s voting control may
have
the effect of preventing or discouraging transactions involving a
change in control, including proxy contests, tender offers,
mergers
or other purchases of the capital stock of the company, regardless
of
whether a premium is offered over then-current market prices.

9. In the first risk factor, please disclose whether you have
enough
financial resources to meet your expenses and support your
anticipated activities for the next twelve months.  In that
regard,
we note your discussion on page 16 that your ability to achieve
your
business objectives is contingent upon your success in raising
additional capital and that you will attempt during the next 12
months to raise capital from the sale of your common stock,
business
lines of credit, loans from investors, shareholders or management,
and/or joint venture partners.  Please also disclose the costs
associated with becoming a public reporting company and your plans
to
pay for such costs.

10. The second factor concerns the importance of Mr. Shahin
Shadmer
to Grant Enterprises, Inc.  It is not clear how Grant intends to
retain the services of Mr. Shadmer given that he apparently draws
no
salary, has no equity interest in the company, nor is there any
employment agreement between Mr. Shadmer and Grant.  Please advise
or
revise to explain what arrangements have been made to retain Mr.
Shadmer in Grant`s employ.

11. Please also disclose the nature of Mr. Shadmer`s duties for
Grant
and the amount of his time that he spends on Grant`s business.

12. Please expand your factor entitled, "We may have a limited
product range which must be expanded or we may not be able to
effectively compete in our industry," to disclose whether or not
there are any present plans to develop new product lines or to
otherwise expand.

Determination of Offering Price, pages 5-6

13. Please advise us of any discussions with market makers
regarding
the quotation of your securities on the OTC Bulletin Board.

Dilution, page 6

14. We note your disclosure under "Dilution."  Item 506 of
Regulation
S-B requires a comparison of the price at which the company is
selling its common equity with the price paid by officers,
directors,
promoters and affiliated persons.  Please advise us of the price
Richard Carrigan paid for his securities and, as appropriate,
provide
corresponding disclosure in the registration statement.

Plan of Distribution, pages 8-9

15. We note that the selling shareholders may engage in short
sales
of your common stock.  Please confirm that you are aware of
Corporation Finance Telephone Interpretation A.65.  Additionally,
in
the response letter describe the steps the issuer and the selling
shareholders have taken to ensure compliance with Regulation M.

Organization Within Last Five Years, page 13

16. Please file copies of the Unit Purchase Agreement and Share
Exchange as exhibits by amendment.

Management Discussion and Analysis
Results from Operations, page 16

17. We note you have disclosed, `we attribute these increases to
the
success of implementing our business plan` to describe the
increase
in gross revenues from the year ended December 31, 2003 to
December
31, 2004 and the quarter ended March 31, 2004 to March 31, 2005.
We
further note your disclosure that states `these increases are
directly related to revenues for the sale of chairs increasing
while
vending sales had not increased in the same percentage` when
discussing the increase in cost of sales.  Revise to describe the
specific causes for material changes from period to period of
revenue
recognized and cost of sales incurred in accordance with
Regulation
S-B, Item 303(b)(vi).  In addition, revise to quantify the amount
of
revenues recognized and cost of sales incurred from each of your
revenue streams, i.e. the sale and vending service of your Kinjoy
Shiatsu Massage System.

18. We note your statements that you will primarily invest in new
business development and ongoing business activities including
sales
and marketing, advertisement, legal and human resource development
and that you "have sufficient cash to hire such personnel and
basic
operating infrastructure for a period of one year as shown by
[y]our
working capital balance as of March 31, 2005."  Given that you had
net income of $7,909 and cash of $51,124 for the quarter ended
March
31, 2005, please disclose whether you intend to hire these

personnel on a full-time basis and discuss the nature of your
planned
business development.

Capital Resources and Liquidity, page 17

19. Revise to indicate the principal sources of liquidity to focus
on
the primary drivers and other material factors necessary to
understand your cash flows and the indicative value of historical
cash flows.  Refer to Section IV of SEC No. Release 33-8350.  In
this
regard, revise to discuss impact on your liquidity of cash
received
from related party debt and collection of cash from each of your
revenue streams.

20. We note that you indicate that you will require additional
funds
to increase marketing, expand operations and further implement
your
business plan.  Revise to clearly indicate the necessary actions
and
funding necessary to successful implement your business plan and
the
outcome if your actions fail.  Also, clearly disclose the source
of
such funding and the ability of that source to sufficiently fund
your
business plan.

Critical Accounting Estimates

21. Tell us your consideration for disclosing critical accounting
estimates in accordance with SEC Release 33-8350(V).

Certain Relationships and Related Transactions, page 17

22. Please disclose the identity of the shareholder who loaned
Grant
the $6,762.00 and the terms upon which it was loaned.  In that
regard, we note your disclosure in the footnotes to the financial
statements that the "stockholder has been provided a loan from the
Company and/or loaned the Company working capital."  If the
shareholder is a selling stockholder named in the registration
statement, please file any agreements associated with this loan,
as
required by Item 601(b)(10) of Regulation S-B.

Financial Statements
Consolidated Financial Statements as of March 31, 2005
General

23. Each page of the interim financial statements should be
clearly
marked as "unaudited".  Additionally, confirm and disclose that
Interim financial statements include all adjustments which in the
opinion of management that are necessary in order to make the
financial statements not misleading.  See Instructions (2) of Rule
310(b) of Regulation S-B.

Statements of Operations, page F-2

24. Your earnings (loss) per share information discloses that you
had
1,000 weighted average number of common shares outstanding for the
three months ended March 31, 2005 and 2004.  However, your
disclosure
on page F-1 indicates that you had 1,400,000 shares outstanding as
of
March 31, 2005.  Revise to show the proper number of shares
outstanding for each period present.

Report of Independent Registered Public Accounting Firm, page F-1

25. We note that your principal offices are in Santa Monica,
California.  In view of this, explain to us your basis for
engaging
an audit firm from Altamonte Springs, Florida.  Separately, tell
us
whether or not your audit firm is licensed to practice in the
state
of California.

Consolidated Financial Statements as of December 31, 2004 and 2003
Balance Sheet, page F-2

26. We note all of your property and equipment is disclosed as
`vending equipment`.  Tell us the nature of this equipment and
whether it is included or used in your vending service sales.
That
is, indicate whether the equipment classified as fixed assets is
the
same equipment that is located at various mall locations.  Explain
why there is no other fixed asset presented.

Note 1.  Summary of Significant Accounting Policies
Revenue Recognition, page F-6

27. We note your revenue recognition disclosure here and on page
F-5
of the Consolidated Financial Statements as of March 31, 2005.
Tell
us how you consider the criteria of SAB Topic 13, Section A.1 when
recognizing revenue for each of your revenue transactions,
including
your revenue sharing programs.  As part of your response, provide
the
terms of a typical revenue sharing arrangement and how you
determine
that revenue has been earned.  Further, revise to separately
disclose
your revenue recognition policy from each type of revenue
transaction
(e.g., vending services, product sales).  See SAB Topic 13,
Section
B.

28. Tell us how you account for the vending operations that work
on a
pre-paid basis.  Explain why you do not present a deferred revenue
caption on the balance sheet that would represent "pre-paid" fees.
Indicate how you determine that revenue is earned under this
basis.

29. Tell us whether your product sales arrangements include rights
of
return.  If so, tell us how you have considered SFAS 48, paragraph
6
when determining the appropriateness of your revenue recognition
policy.

Signatures

30. The company`s controller or principal accounting officer also
is
required to sign the registration statement.  To the extent that
Mr.
Shadmer also performs this function, please so indicate on his
signature.

*****************************

      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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration of
effectiveness as a 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 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