SecProbe.io

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								November 28, 2005

Mail Stop 4561

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

	Re:	Grant Enterprises, Inc.
		Amendment No. 1 to Form SB-2
		Filed November 2, 2005
		Registration No. 333-127259

Dear Mr. Shadmer,

      We have reviewed your amendment and have the following
comments.

About Our Company, page 1

1. We note your statement that Grant Enterprises, LLC is the
exclusive North American distributor of Kinjoy Chairs, the Shiatsu
Massage chair.  Based on the Distributor Agreement filed as
Exhibit
10.1, it appears that Grant Enterprises, LLC is the sole
distributor
of the Kinjoy Chairs only in Michigan, Mississippi, Nevada and New
Jersey.  Please accordingly revise here in and in all other places
in
your document where you discuss the Kinjoy Chairs.

Risk Factors, pages 2-6

2. We note your response to prior comment 9 and reissue it in
part.
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.  If you do not
have enough resources, please disclose how long you can continue
operations, assuming that you are not able to raise additional
funds
through public or private debt or sale of equity.

3. Please address the risk facing Grant in hiring and retaining
qualified technical employees.

Management Discussion and Analysis

Year Ended December 31, 2004 Compared to Year Ended December 31,
2003

Results from Operations, page 16

4. You discuss the reason for the increase in general and
administrative expense but do not address the reason for the
increase
in cost of goods sold.  Please revise.

Gross Revenues, page 17

5. We note your revisions in response to prior comment number 17.
Your revised disclosure states that your increase in revenue
related
to an increase in the number of chairs sold in 2004.  However,
your
disclosure also indicates that the percentage of your revenue from
the sale of chairs and vending remained consistent.  Clarify how
the
increase in your revenue only relates to an increase in the number
of
chairs sold in 2004 as the percentage of your revenue remained
consistent from year to year or revise your disclosure as
appropriate.

Total Expenses, page 17

6. We note that you attribute the increase in your costs of sales
`to
revenues for the sale of chairs increasing while vending sales had
not increased by the same percentage.`  This disclosure is
inconsistent with your revenue disclosure that indicates your sale
of
chair and vending revenue has remained consistent.  Revise as
appropriate.  Further, quantify the amount of cost of sales
incurred
from sales of chairs and vending sales.

Six Months Ended June 30, 2005 Compared to Six Months Ended June
30,
2004

Gross Revenues, page 18

7. Your disclosure, in part, discusses results from the quarter
ended
June 30, 2005.  Your discussion should provide information
relevant
to the entire period being discussed.  Revise as appropriate.
Further revise to include comparable quantitative revenue
information
for the six months ended June 30, 2004.

Total Expenses, page 18

8. Revise to provide a discussion of the changes in cost of sales
and
quantify the amount of cost of sales incurred from sales of chairs
and vending sales.

Net Income from Operations, page 18

9. Clarify why you have a separate discussion for net income and
net
income from operations.  Address the difference between the
financial
measures or revise as appropriate.

Plan of Operation, pages 18-19

10. Revise to disclose the key indicators used by management to
determine the success of implementing your business plan.  This
discussion should provide a short and long-term analysis of your
business.  We refer you to SEC Release 33-8350, Section III.B.

Capital Resources and Liquidity, page 19

11. We note your revisions to disclose the principal sources of
liquidity in response to prior comment number 19.  Your disclosure
includes deferred salaries as a principal source of liquidity;
however, it does not appear that you have accrued any costs for
salaries that have been deferred.  Explain to us how you are
accounting for deferred salaries and provide the amounts that have
been deferred for the year ended December 31, 2004 and 2003 and
the
six months ended June 30, 2004.

12. We note your revised disclosure in response to prior comment
number 20, which states that future revenues will be sufficient to
cover budget expenditures and offering expenses.  Revise to
specify
the period of time that you anticipate revenue to cover your
operating expenses.  In addition, we note that you will continue
to
pursue additional capital investment.  Clarify the source(s) of
such
funding and whether this funding is necessary to successfully
implement your business plan.  If it is necessary, revise to
disclose
the outcome if your actions fail.

Critical Accounting Estimates

13. We reissue and clarify prior comment number 21.  Tell us
whether
you have made any accounting estimates or assumptions during the
period being reported on that require MD&A disclosure pursuant to
SEC
Release 33-8350, Section V.  If so, revise to include the
appropriate
disclosure.

Certain Relationships and Related Transactions, page 19

14. We note that as of June 30, 2005 you owed Mr. Carrigan $6,762
from an unsecured demand note.  Tell us why this liability has not
been recorded on your consolidated balance sheet as of June 30,
2005.

Executive Compensation, page 20
15. In light of the Option Agreement dated September 1, 2005 with
Mr.
Shadmer, it appears that you need to revise this section to
accurately reflect the option granted to purchase 200,000 shares
of
common stock.  Please revise or advise.

Consolidated Financial Statements as of June 30, 2005

16. Revise to include page numbers on each page of your interim
financial statements.

Consolidated Statements of Operations

17. Revise your consolidated statements of operations for the
three
months ending June 30, 2005 and 2004 to include earnings per share
information.

General

18. We note your response to prior comment number 23 and reissue a
portion of the comment.  Revise to disclose that your 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 Item 310(b)(2) of Regulation S-B.

Income Taxes, page F-7

19. We note your accounting for income taxes policy disclosure. We
further note that you currently are reporting retained earnings as
of
the period end that suggests that you will be subject to income
taxes
in the current period.  Indicate whether you are accruing an
income
taxes payable in accordance with paragraphs 19 and 20 of APB 28.
In
addition, it does not appear that you have provided the financial
statements disclosure required pursuant to paragraphs 43 through
49
of SFAS 109.  Revise as appropriate to include such disclosures.

Note 2.  Related Party Transactions, page F-7

20. Your disclosure provides the amount owed to related party
stockholder as of March 31, 2005.  Revise to disclose the amount
due
at the balance sheet date.

Consolidated Financial Statements as of December 31, 2004 and 2003

Balance Sheet, page F-2

21. Your response to prior comment number 26 indicates that your
vending equipment is comprised of the chairs used in your vending
service sales.  Tell us whether you classify the depreciation
expense
from your vending equipment as cost of sales.  We refer you to
Regulation S-X, Rule 5-03 (b) (2) (d).

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition, page F-6

22. We note your response to prior comment number 27 with respect
to
your revenue recognition policy for the sale of chairs.  Please
clarify the following with respect to your policy.

* Your response with respect to your sale of chairs discusses your
policy for collecting payment and delivering the chairs.  However,
your response does not discuss your revenue recognition policy.
Tell
us and disclose how you determine that the criterion of Section
A.1
of SAB Topic 13 has been satisfied with respect to the sale of
your
chairs prior to recognizing revenue.
* Your response indicates that after the sale, the chair is sent
to
the customer from the manufacturer.  Clarify and disclose whether
you
report revenue on a gross or net basis.  As part of your response,
tell us whether you act as a principal or agent in these
transactions
and how considered the indicators in EITF 99-19 when making this
determination.  If you conclude that you act as an agent in these
transactions, confirm that you are recognizing revenue on the net
basis in accordance with paragraph 6 of EITF 99-19 (that is, the
amount billed to the customer less that amount paid to a
supplier).

23. We note that your vending service revenue sharing arrangements
requires that you pay 50% of your gross receipts to the entity
that
grants you the license to place the message chair(s) on their
premises.  Clarify and disclose whether you report revenue on a
net
or gross basis for services performed on these revenue sharing
arrangements; that is, clarify whether you report revenue for 100%
of
the gross receipts and cost of sales for the 50% paid to the
entity
or whether you report 50% of the gross receipts as revenue.

24. We note your response to prior comment number 27 that you have
revised Note 1 to disclose the Company`s revenue recognition
policy
for each type of revenue transaction.  However, it does not appear
that such revisions have been included in your revenue recognition
footnote.  Therefore, we reissue the portion of our comment that
requests you revise to separately disclose your revenue
recognition
policy from each type of revenue transaction (e.g., vending
services,
sale of chairs).  See SAB Topic 13, Section B.  Ensure to include
your revised disclosure in the footnotes to your interim financial
statements included in your filing.

Basis of Accounting, page F-6

25. Your disclosure provides your policy for software development
costs here and on page F-6 to your consolidated financial
statements
as of June 30, 2005.  We also note that your response to prior
comment no. 27 did not indicate whether you consider software to
be
incidental to your product (i.e., separate revenue stream for
software).  See footnote 2 of SOP 97-2.  In this regard, software
development cost are only subject to SFAS 86 when that software is
licensed and, therefore, subject to SOP 97-2.  Further, tell us
whether you have incurred any costs for software development.  If
not, clarify why you believe that it is necessary to disclose this
policy or revise your footnotes as necessary.

Property and Equipment, page F-6

26. Revise your disclosure to provide your policy for vending
equipment.  The current disclosure appears too general since your
balance sheet shows only vending equipment as fixed assets.
Further,
your response to comment no. 26 states that "the company has no
other
fixed assets other than the vending equipment".

      You may contact Chris White at (202) 551-3461 or Stephen
Krikorian, the Branch Chief - Accounting at (202) 551-3488 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Hugh Fuller at (202) 551-3853,
Anne
Nguyen, Special Counsel, at (202) 551-3611, or me at (202) 551-
3462
with any other questions.

      					Sincerely,

      					Mark P. Shuman
      					Branch Chief - Legal

CC:	Gregg E. Jaclin
	Anslow & Jaclin, LLP
	195 Route 9 South, Suite 204
	Manalapan, NJ 07726
      FAX No. (732) 577-1188
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Gregg E. Jaclin
Grant Enterprises, Inc.
November 28, 2005
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