UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~December~~April 2717, ~~2006~~2007

Grant Life Sciences, Inc.

~~_________________________________________~~__________________________________________

(Exact name of registrant as specified in its charter)

Nevada	000-50133	82-0490737
____________________ (State or other jurisdiction	__________ (Commission	_____________ (I.R.S. Employer
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
3550 Wilshire Blvd., Suite 1700 Los Angeles, California		90010
1787 East Ft. Union Blvd., Suite 202 Salt Lake City, Utah		84121
_________________________________ (Address of principal executive offices)		~~________~~___________ (Zip Code)

~~__________________________________________~~ Registrant’s telephone number, including area code: (~~213~~801) ~~637~~261-~~5692~~8736

Copies to:

Gregory Sichenzia, Esq.

Yoel Goldfeder, Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 14.01 ~~Entry into~~. aChanges ~~Material~~in ~~Definitive~~Registrant's ~~Agreement~~Certifying Accountant.

ToOn ~~obtain~~April ~~funding~~17, ~~for its ongoing operations~~2007, Grant Life Sciences, Inc. ~~(the “Company”) entered into~~dismissed aSinger ~~Securities~~Lewak ~~Purchase~~Greenbaum ~~Agreement (the “Agreement”) with New Millennium~~& ~~Capital~~Goldstein ~~Partners~~LLP ~~II,~~as ~~LLC,~~its ~~AJW~~independent ~~Qualified~~registered ~~Partners,~~public ~~LLC,~~accounting ~~AJW Offshore, Ltd~~firm. ~~and~~Effective ~~AJW~~April ~~Partners~~17, ~~LLC (collectively~~2007, ~~the~~we ~~“Investors”)~~engaged onTanner ~~December~~LC ~~27,~~as ~~2006~~our ~~for~~new ~~the sale~~independent ofregistered ~~(i) $400,000 in callable secured convertible notes (the “Notes”) and~~public ~~(ii)~~accounting ~~stock~~firm. ~~purchase~~Our ~~warrants~~board ~~(the~~of ~~“Warrants”)~~directors tohas ~~buy~~approved ~~4,000,000~~the ~~shares~~dismissal of ~~our~~Singer ~~common~~Lewak ~~stock.~~Greenbaum On& ~~December~~Goldstein ~~27,~~LLP ~~2006,~~and the ~~Investors~~appointment ~~purchased~~of ~~$400,000~~Tanner inLC ~~Notes and~~as ~~received~~our ~~Warrants to purchase 4,000,000 shares of the Company’s common~~new ~~stock.~~independent ~~The~~registered ~~Company~~public ~~received~~accounting ~~net proceeds of $342,500~~firm.~~00, after deducting expenses of $57,500.00.~~

~~The~~From ~~Notes~~the ~~bear~~date ~~interest~~of atSinger ~~6%,~~Lewak ~~mature~~Greenbaum ~~three~~& ~~years~~Goldstein ~~from~~LLP's ~~the~~appointment through the date of ~~issuance~~their dismissal on April 17, ~~and~~2007, ~~are~~there were no disagreements between ~~convertible~~our ~~into~~company ~~our~~and ~~common~~Singer ~~stock,~~Lewak atGreenbaum ~~the~~& ~~Investors'~~Goldstein ~~option,~~LLP aton aany ~~conversion~~matter listed ~~price~~under ~~equal~~Item to304 ~~the~~Section ~~lower of~~ (ia) ~~$0.15 or~~ (ii1)(iv) ~~60%~~A ofto ~~the~~E ~~average~~ of ~~the~~Regulation ~~three~~S-B, including accounting ~~lowest~~principles ~~intraday~~or ~~trading~~practices, ~~prices~~financial ~~for~~statement ~~our~~disclosure ~~common~~or ~~stock~~auditing ~~during~~scope ~~the 20 trading days~~or ~~before~~procedure which, ~~but~~if not ~~including,~~resolved to the ~~conversion~~satisfaction ~~date. As~~ of ~~December~~Singer ~~27,~~Lewak ~~2006, the~~Greenbaum ~~average~~& ofGoldstein ~~the~~LLP ~~three~~would ~~lowest~~have ~~intraday~~caused ~~trading~~Singer ~~prices~~Lewak ~~for~~Greenbaum ~~our~~& ~~common~~Goldstein ~~stock during~~LLP ~~the~~to ~~preceding~~make 20reference ~~trading~~to ~~days~~the asmatter ~~reported~~in its reports on ~~the~~our ~~Over-The-Counter~~financial ~~Bulletin~~statements. ~~Board~~The ~~was~~report ~~$0.09~~on ~~and,~~the ~~therefore,~~financial ~~the~~statements ~~conversion~~prepared ~~price~~by ~~for~~Singer ~~the~~Lewak ~~secured~~Greenbaum ~~convertible~~& ~~notes was~~Goldstein ~~$0.054.~~LLP ~~Based~~for onthe ~~this~~year ~~conversion~~ended ~~price~~December 31, ~~the~~2006 ~~$400,000~~contained ~~Notes,~~a ~~excluding~~paragraph setting ~~interest,~~forth ~~were~~that ~~convertible~~there ~~into~~was ~~7,407,407~~substantial ~~shares~~doubt ofas to our ~~common~~ability ~~stock.~~to continue as a going concern.

WePrior ~~may~~to ~~prepay~~engaging ~~the~~Tanner ~~Notes in the event that no event of default exists~~LC, there are a sufficient number of shares available for conversion of the callable secured convertible notes and the market price is at or below $.40 per share. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we ~~have~~did ~~granted~~not ~~the~~consult ~~Investors~~Tanner aLC ~~security~~regarding ~~interest in substantially all of our assets and intellectual property as well as registration rights.~~ either:

~~The Warrants~~1. ~~are~~the ~~exercisable~~application ~~until~~of ~~seven~~accounting ~~years~~principles ~~from~~to any specified transaction, either completed or proposed, or the ~~date~~type of ~~issuance~~audit atopinion ~~a purchase~~that ~~price~~might ofbe ~~$.14~~rendered ~~per~~on ~~share.~~our Infinancial ~~addition~~statements, ~~the~~and ~~exercise~~neither ~~price~~a ofwritten ~~the Warrants~~report iswas ~~adjusted~~provided into ~~the~~our ~~event~~company wenor ~~issue~~oral ~~common~~advice ~~stock~~was atprovided by Tanner LC that was an important factor considered by our company in reaching a ~~price~~decision ~~below~~as ~~market.~~ to the accounting, auditing or financial reporting issue; or

~~The Investors~~2. ~~have~~any ~~contractually~~matter ~~agreed~~that towas ~~restrict~~either ~~their~~the ~~ability~~subject toof ~~convert~~disagreement ~~the Notes~~or ~~and~~event, ~~exercise~~as ~~the~~defined ~~Warrants~~in ~~and~~Item ~~receive~~304(a)(1)(iv)(A) ~~shares~~ of ~~our~~Regulation ~~common~~S-B ~~stock~~and ~~such that~~ the ~~number~~related ofinstruction ~~shares~~to ofItem ~~the~~304 ~~Company~~of ~~common~~Regulation ~~stock~~S-B, ~~held by them and their affiliates after such conversion~~ or ~~exercise~~a ~~does~~reportable ~~not~~event, ~~exceed~~as ~~4.99%~~that ofterm ~~the Company’s~~is ~~then~~explained ~~issued~~in ~~and~~Item ~~outstanding~~304(a)(1)(iv)(A) ~~shares~~ of ~~common~~Regulation ~~stock~~S-B.

~~Item~~Prior to engaging ~~2.03~~Tanner ~~Creation~~LC, ofTanner aLC ~~Direct~~has ~~Financial~~not ~~Obligation~~provided our company with either written or anoral ~~Obligation~~advice ~~Under~~that was an ~~Off-Balance~~important ~~Sheet~~factor ~~Arrangement~~considered ofby our company in reaching a ~~Registrant~~decision to change our independent registered public accounting firm from Singer Lewak Greenbaum & Goldstein LLP to Tanner LC.

~~The~~We ~~sale of~~provided ~~the~~Singer ~~Notes~~Lewak ~~described~~Greenbaum in& ~~Item~~Goldstein ~~1.01~~LLP ~~was~~with ~~completed~~a copy of this Current Report on ~~December~~Form 278-K on April 17, ~~2006~~2007, prior to its filing with the SEC, and ~~respect~~requested tothat ~~$400,000~~they offurnish ~~the~~us ~~Notes. As~~with ofa ~~the~~letter ~~date~~addressed ~~hereof,~~to the ~~Company~~SEC isstating ~~obligated~~whether onthey ~~$400,000~~agree inwith ~~face~~the ~~amount~~statements ofmade ~~Notes~~in ~~issued~~this toCurrent ~~the~~Report ~~Investors.~~on ~~The~~Form ~~Notes~~8-K, ~~are~~and aif ~~debt~~not, ~~obligation~~stating ~~arising~~the ~~other~~aspects ~~than~~with inwhich ~~the~~they ~~ordinary~~do ~~course~~not agree. A copy of ~~business~~the ~~which~~letter ~~constitute~~provided aby ~~direct~~Singer ~~financial~~Lewak ~~obligation~~Greenbaum of& ~~the~~Goldstein ~~Company.~~ LLP, dated April 17, 2007, is attached to this Form 8-K as an exhibit.

~~Item~~ITEM 39.~~02 Unregistered~~01 Financial ~~Sales~~Statements ofand ~~Equity Securities~~ Exhibits

The Notes and Warrants described in Item 1.01 were offered and sold to the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Exhibit Number		Description
16.1		Letter from Singer Lewak Greenbaum & Goldstein LLP, dated April 17, 2007.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement dated December 27, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.2		Form of Callable Secured Convertible Note dated December 27, 2006
10.3		Form of Stock Purchase Warrant dated December 27, 2006
10.4		Registration Rights Agreement dated December 27, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.5		Security Agreement dated December 27, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.6		Intellectual Property Security Agreement dated December 27, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Grant Life Sciences, Inc.
Date: January 3, 2006	By:	/s/Don Rutherford
Date: April 23, 2007	By:	/s/ Doyle R. Judd
	Name: Don Rutherford
		Name: Doyle R. Judd Title: Chief Financial Officer
	Title: Chief Financial Officer

Filing Compare · Grant Life Sciences, Inc.