Mail Stop 3561
      January 24, 2006

Michael F. Holloran
President and Chief Executive Officer
Elgrande International, Inc.
1450 Kootenay Street
Vancouver, B.C. V5K 4RI
Canada

      Re:	Elgrande International, Inc.
		Form 10-KSB/A for Fiscal Year Ended May 31, 2005
      Filed September 6, 2005

      Forms 10-QSB for Fiscal Quarters Ended August 31, 2005
      and November 30, 2005
      Filed October 17, 2005 and January 17, 2006
		File No. 0-25335

Dear Mr. Holloran:

      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.

Form 10-KSB/A for Fiscal Year Ended May 31, 2005

Facing Page
1. It appears that you have not included the commission file
number.
Accordingly, please revise to include the commission file number.

Description of Business, page 2
2. Your disclosure in this section appears relatively brief and
should be expanded to include the full disclosure required by Item
101 of Regulation S-B, including a description of your development
during the last three years and a full description of your
business.
For example, your merger with Biscayne Bay should be disclosed.
Further, you indicate that you specialize in "[d]esigning,
sourcing,
importing, marketing and distributing products for the North
American
giftware...."  Please describe each of these aspects of your
business, including a description of European Sources Direct and
its
role in your business.  Also, we note that you state that you
actively work with selected artists and manufacturers.  Please
revise
to indicate whether you have contracts with these artists and
manufacturers?  If so, and if they are material, please disclose
the
material terms of these contracts and file them as exhibits.
Please
note that these are only examples.
3. We note your disclosure that your products are presented online
at
www.elgrande.com and www.EuropeanSourcesDirect.com.  Yet, in the
first risk factor, you state that you began operating the
Elgrande.com website on June 2, 1999 and that this website was
terminated.  You then state that you opened Shopengine.net in
November of 2001.  Note 1 to the financial statements also states
that "[t]he Company...now is operating the ShopEngine.net
website...."  Please revise your disclosure throughout to clarify
your current websites and to remove any inconsistent disclosure.

Employees, page 4
4. We note your disclosure that you have 9 employees.  It appears,
however, that you have listed eleven employees.  Please revise or
explain.

Recent Sales of Unregistered Securities, page 6
5. Please revise to provide more details in support of the
exemptions
from registration you relied upon in these transactions.  See Item
701(d) of Regulation S-B.

Management`s Discussion and Analysis, page 7

Results of Operations, page 7
6. Please revise to include a discussion of your internet business
unit.  Also, your discussion should describe the principal
products
and product lines of both your internet and wholesale business
units,
trends in revenues and operating performance, significant economic
or
industry wide factors relevant to your business, and other
significant matters on which you focus in evaluating financial
condition and operating results.  The discussion should also
provide
insight as to the material opportunities, challenges and risks for
both the short and long term as well as actions being taken to
address those
opportunities, challenges and risks.  Please refer to Item 303(b)
of
Regulation S-B and SEC Release 33-8350 which is available on our
website at www.sec.gov.
7. Please include comparative disclosure for net losses incurred
in
fiscal years 2004 and 2005.
8. Please discuss revenues and gross profit from your internet and
wholesale business units.  Please also discuss known trends,
events
or uncertainties that have or are reasonably likely to have a
material impact on your revenues or income.  In doing so, please
disclose the revenues and gross profit from each business unit and
your primary product lines for the periods presented and describe
the
underlying causes for significant changes between the periods
presented.  For example, please discuss why your revenues declined
between periods despite the strong performance of your inaugural
product line and why the wholesale business resulted in an
increase
in gross profit in both dollars and as a percentage of revenues.

Liquidity and Capital Resources, page 8
9. Please discuss known trends, events and uncertainties that have
had or are reasonably likely to have a material impact on your
short-
term or long-term liquidity.  In doing so, please discuss in
reasonable detail:

* a description of your historical financing arrangements;

* the types of financing that are reasonably be likely to be
available to you in the future;

* the nature and terms of the financing and the impact on your
liquidity and results of operations; and

* your ability or inability to generate cash to support your
operations and continue in business during the next year.
10. We note your disclosure, "[W]e have negotiated exclusive
distribution rights with our supplier who provides key products in
our product line."  It appears that this supplier relationship is
material to your business.  Accordingly, in the business section,
please name this supplier, disclose the material terms of the
distribution rights agreement and file any written agreement as an
exhibit.
11. You have disclosed, "[U]ncertainties and/or fluctuations in
the
marketplace have an impact on liquidity that cannot be quantified
at
this time."  Please expand your disclosure to more clearly explain
what you mean.


Plan of Operation, page 10
12. We note your disclosure, "Revenue has substantially increased
over prior quarters."  Please justify or delete, given that your
revenues have actually dropped in fiscal year 2005, as compared to
fiscal year 2004.
13. Please expand your disclosure to include a discussion of how
long
you can satisfy your cash requirements and whether you have to
raise
additional funds in the next 12 months.  In this regard, we note
your
disclosure in Note 2 to the financial statements, "An estimated
$1.8
million in cash is believed necessary to continue the Company`s
operations and increase development through the next fiscal year."
14. Please provide the disclosure required by Item 303(c) of
Regulation S-B.  If you do not have any off-balance sheet
arrangements, please state as such.

Consolidated Balance Sheets, page 12
15. Please provide us with a description, including the amounts,
of
the items included in the commitments and contingencies line item
for
each period presented.  Please also tell us the transactions and
events that that gave rise to each item.  In addition, please
revise
your balance sheets to reclassify the amounts presented as long-
term
liabilities or in other more appropriate balance sheet captions.
We
advise you that when the commitments and contingencies caption is
included on the balance sheet, the amount column should be left
blank.  Further, please expand your footnote disclosure to include
a
description of the liabilities.

Consolidated Statement of Stockholders` Equity (Deficit), page 14
16. It does not appear that you classified "stock issued for
compensation" during the year ended May 31, 2005 as an adjustment
to
reconcile net loss to net cash used in operating activities in
your
statement of cash flows.  Please revise as appropriate.

Consolidated Statements of Cash Flow, page 15
17. Please revise to present cash inflows and outflows related to
loans from related parties on a gross basis or tell us why net
reporting is more relevant.  See paragraphs 11 - 12 of SFAS No.
95.
18. The amounts corresponding to the line items included in net
cash
provided by financing activities for each period do not add to the
total amounts presented.  Please revise as appropriate.



Notes to the Consolidated Financial Statements, page 16

General
19. Please disclose the segment information required by paragraphs
25
- - 27 of SFAS No. 131 or tell us why disclosure of segment
information
is not required.  Please also provide the enterprise-wide
disclosures
required by paragraphs 37 and 38 of SFAS No. 131.

Note 2 - Summary of Significant Accounting Policies, page 19

Earnings per Share, page 19
20. Please disclose for each period presented the number of shares
issuable under options and convertible debt instruments that could
potentially dilute basic earnings per share in the future, which
you
did not include in the computation of diluted earnings per share
because to do so would have been anti-dilutive.

Foreign Currency Transaction Gains/Losses, page 19
21. Please tell us your basis in GAAP for deferring and amortizing
foreign currency transaction gains and losses relating to long-
term
debt obligations.  Please refer to paragraph 15 of SFAS No. 52.
Please also tell us the amount of gains and losses deferred at
each
balance sheet date.
22. Please disclose your accounting policies regarding translation
of
foreign currency financial statements.

Note 4 - Intangible Assets, page 23
23. It does not appear that you classified amortization of the ERP
system as an adjustment to reconcile net loss to net cash used in
operating activities in your statement of cash flow.  Please
advise
or revise.
24. Please tell us the gross carrying amount and accumulated
amortization for each intangible asset reflected in the "software,
net" balance sheet caption for each period presented.

Note 5 - Common Stock and Warrants, page 24
25. We note your disclosure that you issued 3,887,325 shares of
common stock for net cash proceeds of $544,609 and 4,612,675
shares
of common stock for the fair market value of $641,240 net of
issuance
costs.  Please revise to disclose the period in which these
transactions occurred and the nature of the consideration you
received for the issuance of the 4,612,625 shares.  Please provide
us
with a reconciliation the number of shares reflected in the
disclosure to the number of shares issued as reflected in the
statement of stockholders` equity (deficit).  Please also provide
us
with a reconciliation of the net proceeds reflected in the
disclosure
to the net proceeds reflected in the statement of stockholders`
equity (deficit) and to the net proceeds and non-cash financing
activities in the statement of cash flow.

Note 7 - Related Parties, page 26
26. Please disclose the terms of the 12% convertible debentures
issued to one of your officers during the year ended May 31, 2004.
The revised disclosure should include payment terms, conversion
terms, conversion price or rate and other pertinent terms.  See
SFAS
No. 129.

Note 8 - Commitments and Contingencies, page 26
27. Please disclose your lease accounting policies.  Please refer
to
paragraph 15 of SFAS No. 13 and FTB 85-3.
28. Please tell us in detail how you accounted for the Walther-
Glas
inventory transaction.  Please also tell us whether, in addition
to
inventory, you received other consideration such as unstated
distribution rights.   In doing so, tell us how you determined the
measurement date and fair value of the consideration received and
tell us how you accounted for this transaction.  Please refer to
paragraph 8 of SFAS No. 123 and EITF 96-18.  In addition, tell us
the
line items in the statement of stockholders` equity (deficit) that
include the fair value of the stock and options issued to Walther-
Glas during the periods presented.  Further, tell us how you
disclosed the transaction in your statement of cash flow.  Please
refer to the comment above regarding equity transactions.

Note 10 - Notes and Debentures Payable, page 27
29. Please provide us with a reconciliation of your disclosure to
the
amounts reported in your balance sheets and statement of cash flow
for each period presented.  In doing so, include the obligations
disclosed in Notes 5 and 11 as appropriate.  Please also provide
us
with a reconciliation of your disclosure regarding non-cash
transactions to the amount of debt converted to common stock for
the
year ended May13, 2004 reflected in your statements of cash flow
and
statements of stockholders` equity (deficit).
30. We note your disclosure that you have not engaged in any
transactions that would be considered derivative instruments.
However, it appears that the conversion feature embedded in the
12%
subordinated convertible debentures is not conventional, which
would
require derivative accounting.  Refer to paragraphs 11(a) and
12(c)
of SFAS No. 133 and EITF 00-19.  Please tell us the basis for your
conclusion that the conversion feature in your 12% subordinated
convertible debentures is exempt from derivative accounting
treatment.
31. Please disclose the payment terms and/or maturity date,
conversion terms and other pertinent terms of the 12% debentures
and
the convertible note disclosed in the last paragraph.  In
addition,
please tell us whether the convertible note disclosed in the last
paragraph includes a beneficial conversion feature.  In doing so,
tell us the market price of your common stock on its date of
issuance.  Please refer to EITF 98-5.  Further, consider the use
of a
tabular presentation of outstanding debt obligations for the
periods
presented.
32. Please disclose the significant covenants and conditions
contained in your debt agreements, whether you are in compliance
with
the covenants, and the ramifications of non-compliance.

Note 11 - Merger Agreement, page 28
33. Please disclose when you issued the convertible debentures and
the conversion terms contained in the debenture agreement.  Please
also disclose the number of shares issued upon conversion of the
debentures.  In addition, please tell us the line item(s) in the
statement of stockholders` equity (deficit) that includes the
issuance of the debentures.
34. We note your disclosure that you entered into a merger
agreement
with Biscayne Bay Trading Corporation on October 31, 2003.  We
also
note your disclosure on page 9 that you entered into the merger
agreement on October 3, 2004 and that the merger became effective
on
October 30, 2003.  Please revise as appropriate so that the
disclosures are consistent.  In addition, please tell us the line
item in the statement of stockholders` equity (deficit) that
includes
the shares issued in the merger.

Controls and Procedures, page 30
35. We note your disclosure that your disclosure controls and
procedures have been designed to ensure that the information
required
to be disclosed in reports are "[r]ecorded, processed, summarized
and
reported within the specified time periods."  As you have included
a
portion of the definition of disclosure controls and procedures in
your disclosure, you must include the entire definition.  As such,
please revise to clarify, if true, that your disclosure controls
and
procedures are also designed to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).
36. We note your disclosure that based on the evaluation, "[w]hich
disclosed no significant deficiencies or material weaknesses...,"
your chief executive and principal financial officers concluded
that
your disclosure controls and procedures were effective.  Please
revise to more clearly explain what you mean by this language.

Directors, Executive Officers, Promoters, and Control Persons,
Compliance..., page 30
37. For Mr. Erbatur, please revise your disclosure to provide his
business experience for the last five years, including the year he
was appointed to your board.  See Items 401(a)(2) and (a)(4) of
Regulation S-B.
38. Please disclose in your discussion why you do not presently
have
an audit committee.
39. Please explain why you have not adopted a code of ethics that
apply to your executive officers.  See Item 406 of Regulation S-B.
In this regard, we note your disclosure that you are reviewing a
proposed corporate code of conduct that would include a code of
ethics.  Please disclose the status of the proposed corporate code
of
conduct, as you provided this identical disclosure in your last
Form
10-KSB for the fiscal year ended May 31, 2004.
Executive Compensation, page 31
40. We note your footnote 1.  Please explain how Mr. Holloran`s
salary and stock options, as disclosed in the table, total
$120,000.
Certain Relationships and Related Transactions, page 33
41. We note a loan that was made by an officer to you during
fiscal
year ended May 31, 2005.  Please disclose this loan and disclose
whether the loan was on terms similar to those that you would have
received from a non-related party.  Further, please file a copy of
the loan agreement, if any, as an exhibit.

Principal Accountant Fees and Services, page 34
42. Please expand your disclosure to ensure that you have included
the last two fiscal years for each category.  For example, we note
that you have not disclosed your audit fees for the last two
years,
your tax fees for 2004, etc.  Further, where applicable, please
describe the nature of services comprising the fees.  See Items
14(2), (3) and (4) of Form 10-KSB.

Exhibit Index
43. Your exhibit index appears incomplete, as it ends with exhibit
21.  Please revise to complete your exhibit index.
44. Please revise to include the agreement for your $745,108 12%
convertible loan entered into during fiscal 2005 as an exhibit to
your financial statements.



Signatures
45. Please have Mr. Holloran sign in his capacities as chief
executive officer and principal financial officer.  Also, please
amend this section to include your controller/principal accounting
officer`s signature.  See General Instruction C.(2) to Form 10-
KSB.

Exhibit 31
46. We note that you have replaced the term "small business
issuer"
with "registrant" in paragraphs four and five.  Please revise, as
the
exact wording of the certification provided in Item 601(b)(31) of
Regulation S-B is required.

Form 10-QSB For Fiscal Quarter Ended August 31, 2005
47. Please revise the Form 10-QSB to comply with applicable
comments
that were issued on the Form 10-KSB for fiscal year ended May 31,
2005.

Management`s Discussion and Analysis of Financial Condition...,
page
10

Results of Operations, page 10
48. Please expand your disclosure to include greater detail.  For
example, you disclose that for the quarter ended August 31, 2005,
your gross profit was $13,183, or 8% verses $155,961 for the same
period last year.  Please explain the decrease in gross profits.

Controls and Procedures, page 14
49. We note your disclosure that the evaluation was done "[u]nder
the
supervision and with the participation of management, including
our
Chief Executive Officer (CEO)."  You further disclose, "Rules
adopted
by the SEC require that in this section...we present the
conclusions
of the CEO about the effectiveness...."  Please revise to clearly
indicate whether your principal financial officer also
participated
in the evaluation.  Further, please revise to clearly indicate
that
your principal financial officer must also make a conclusion as to
the effectiveness of your disclosure controls and procedures.
50. Your disclosure states, "[t]he Chief Executive Officer and
Principal Financial and Accounting Officer concluded that the
Company`s disclosure controls and procedures are effective in
timely
alerting them to material information relating to the Company
required to be included in this Quarterly Report on Form 10-QSB."
As
you appear to qualify the effectiveness determination by
referencing
or paraphrasing part of the definition of disclosure controls and
procedures, you must include the entire and complete definition.
As
such, please revise to clarify, if true, that your disclosure
controls and procedures are also effective in ensuring that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  Please further clarify, if true, that your disclosure
controls and procedures are effective in ensuring that the
information required to be disclosed in reports are recorded,
processed, summarized and reported within the specified time
periods.
See Exchange Act Rule 13a-15(e).

Exhibit 31
51. It appears that the certification does not contain paragraph
4(d)
of the certification provided in Item 601(b)(31) of Regulation S-
B.
Further, it appears that paragraph 4(c) of the certification
should
be revised, as it does not contain the exact wording of the
certification provided in Item 601(b)(31) of Regulation S-B.

Form 10-QSB For Fiscal Quarter Ended November 30, 2005
52. Please revise the Form 10-QSB to comply with applicable
comments
that were issued on the Form 10-KSB for the fiscal year ended May
31,
2005 and Form 10-QSB for fiscal quarter ended August 31, 2005.

Form 8-K Filed January 4, 2005
53. We note that you have attached the agreement for your
CAD$500,000
principal amount 8% Secured Convertible Promissory Note dated
December 23, 2004.  We also note that you do not appear to have
disclosed the issuance of this note in your Form 10-K for the year
ended May 31, 2005.  Please tell us why you excluded any
discussion
of this note from your Form 10-K and why you have excluded the
note
from your list of exhibits to your Form 10-K.

***

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Scott Ruggiero, Staff Accountant, at (202)
551-
3331 or William Choi, Accounting Branch Chief, at (202) 551-3716,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Scott Anderegg, Staff Attorney,
at
(202) 551-3342, Kurt Murao, Staff Attorney, at (202) 551-3338 or
me
at (202) 551-3720 with any other questions.



      Sincerely,



	H. Christopher Owings
      Assistant Director


Michael F. Holloran
Elgrande International, Inc.
January 24, 2006
Page 1