UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~ Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of Earliest Event Reported): ~~December~~February 2221, ~~2004~~2005

Grant Life Sciences, Inc. __________________________________________ (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Nevada	000-50133	82-0490737
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5511 Capital Center Drive, Suite 224, Raleigh, North Carolina		27606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Nevada	000-50133	82-0490737
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5511 Capital Center Drive, Suite 224, Raleigh, North Carolina	27606
(Address of principal executive offices)	(Zip Code)


Registrant’s telephone number, including area code:		919-852-4482

~~Copies~~ Not ~~to:~~Applicable ______________________________________________ Former name or former address, if changed since last report

Gregory Sichenzia, 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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~[ ] Soliciting~~ Top ~~material~~of ~~pursuant to Rule 14a-12 under~~ the ~~Exchange Act (17 CFR 240.14a-12)~~Form

~~[ ] Pre-commencement~~ Item ~~communications~~5.02. ~~pursuant~~Departure toof ~~Rule~~Directors ~~14d-2(b)~~or ~~under~~Principal ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR~~Appointment ~~240~~of Principal Officers.~~14d-2(b))~~

~~[ ] Pre-commencement~~ On ~~communications~~February ~~pursuant~~21, 2005, John C. Wilson, the Company’s Chief Financial Officer announced his retirement, effective March 31, 2005, to ~~Rule~~the ~~13e-4(c)~~Company’s Board of Directors. In recognition of Mr. Wilson’s contributions to the company, the Board fully vested Mr. Wilson’s 750,000 stock options, which were granted under the ~~Exchange~~Company’s ~~Act~~Stock ~~(17~~Incentive ~~CFR~~Plan, ~~240~~effective the date of his retirement.~~13e-4(c))~~ Mr. Wilson did not have an employment contract with the Company.On February 21, 2005, the Company’s Board of Directors appointed Donald W. Rutherford to the position of Chief Financial Officer, effective April 1, 2005. Mr. Rutherford’s employment agreement has yet to be agreed upon by the Compensation Committee of the Board of Directors. Mr. Rutherford will begin working with Mr. Wilson to transition the financial functions of the company and will be paid on a per diem basis during the transition period. It is currently anticipated that Mr. Rutherford , as CFO, will devote approximately 50% of his working time to the Company, although this is subject to change.Mr. Rutherford, age 65, is a limited partner with Tatum CFO Partners, LLP in Orange County, California, which he joined in January 2000. Tatum CFO Partners provides supplemental, interim, project, or employed executives for clients that range from emerging growth to large multinational public companies. Pursuant to such employment, Mr. Rutherford has been contracted out as an executive officer for various corporations. Since January 2004, he has been a board member and chairman of the audit committee of Performance Capital Management LLC, a public financial services company. Mr. Rutherford started his career with Coopers and Lybrand in its Toronto audit practice and is a Chartered Accountant. He holds a BASc in Industrial Engineering from the University of Toronto.We issued a press release on February 25, 2005, announcing the retirement of Mr. Wilson and the appointment of Mr. Rutherford, which is furnished as Exhibit 99.1 to this report.On February 21, 2005, the Company’s Board of Directors appointed Carmen Medina to the Company’s Board of Directors. Ms. Medina, age 48, is Founder and President of Precision Consultants, Inc., headquartered in Coronado, CA. Prior to founding Precision Consultants in January 1992, Ms. Medina served as Director of Regulatory Affairs & Product Development for Ivax Corporation. From 1986 to 1992, she served as an FDA Field Investigator and Commissioned Officer in the United States Public Health Service. Ms. Medina earned a master’s degree in public health at Columbia University’s School of Public Health in 1987, and a BS at City College of NY in 1978. She has published numerous journal articles and is a frequent presenter at national and international conferences.We issued a press release on February 24, 2005, announcing Ms. Medina as a new Board member, which is furnished as Exhibit 99.2 to this report.

~~Item~~ Top ~~4.01.~~of ~~Changes~~the ~~in Registrant's Certifying Accountant.~~ Form

On January 24, 2005, the Audit Committee of Grant Life Sciences, Inc. (the “Company”) engaged Russell Bedford Stefanou Mirchandani LLP (“RBSM”) as our independent registered public accounting firm to audit its financial statements for the year ending December 31, 2004. Prior to engaging RBSM, neither the Company, nor anyone on our behalf, consulted with RBSM regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 22, 2004, the Company’s Board of Directors (the “Board of Directors”) amended the Company’s By-laws to (i) change the date and place for the annual meeting from 10:00 AM on January 2nd of each year in Salt Lake City, Utah to a date, time and place which shall be designated by the Board of Directors and stated in the notice of meeting; (ii) allow for the Chairman of the Board to call special meetings of the stockholders, as well as the Chief Executive Officer or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote; and (iii) set the minimum number of directors at five, consistent with the Company's Articles of Incorporation.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits.

Exhibit Number		Description
3.1		Bylaws of Grant Life Sciences, Inc. (incorporated by reference to the Form SB-2/A filed with the Securities and Exchange Commission on January 25, 2005).

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.
January 28, 2005	By:	/s/ Stan Yakatan
February 25, 2005	By:	Stan Yakatan
		Name: Stan Yakatan
		Title: Chief Executive Officer

Top of the Form

Exhibit Index


Exhibit No.		Description

99.1		Press Release dated February 25, 2005 announcing CFO change
99.2		Press Release dated February 24, 2005 announcing appointment of Ms. Medina

Filing Compare · Grant Life Sciences, Inc.