SecProbe.io

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Mail Stop 0407

      January 10, 2005

Via U.S. Mail
Douglas W. Fry
President and Director
Autostrada Motors, Inc.
235 East 500 South
Salt Lake City, Utah 84111

	RE:  	Autostrada Motors, Inc.
		Form 10-SB
		Filed December 14, 2004
      File No. 0-51075

Dear Mr. Fry:

	We have reviewed the above filing and have the following
comments.  Where indicated, we think that you should revise your
Form
10-SB 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 supplemental information so that we may better understand
your
disclosure.  After reviewing this information, we may or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please note that the Form 10-SB goes effective by lapse of time
60
days after the original filing date, pursuant to Section 12(g)(1)
of
the Securities Exchange Act of 1934.  If our comments are not
addressed within this 60-day time period, you should consider
withdrawing the Form 10-SB prior to effectiveness and re-filing a
new
Form 10-SB including changes responsive to our comments.  If you
choose not to withdraw, you will be subject to the reporting
requirements under Section 13(a) of the Exchange Act.

2. Throughout the registration statement, you refer to the company
as
a blank check company (see e.g. last paragraph under "Effect of
Existing or Probable Governmental Regulations on Business").
However, it does not appear from the disclosure in your
registration
statement that the company is a blank check company.   After
considering Rule 419, please advise and clarify.

Item 1. Description of Business

	General Business History

3. Your statement that "[o]ur management believes that being a
"reporting issuer" will facilitate this process [trading on the
OTC
Bulletin Board] for us" must be clarified.  Revise to indicate
that
in order for a company`s securities to be quoted on the OTC
Bulletin
Board, the company must be a "reporting issuer."

4. Expand this section to provide more detail as to why you are
becoming a public company.  Is the primary purpose to create a
market
in the company`s securities?  Your statement that becoming a
public
company will "provide [you] with some credibility when seeking
future
business opportunities" is too vague and colloquial.  Are you
planning to seek future business opportunities?  If so, will they
be
complementary to your business or are you going public in order to
create a public company "shell" to facilitate reverse acquisitions
with other businesses who want to become public companies
themselves?

Risk Factors
Dependence on Management

5. Explain why the company is "highly dependent on the technical
and
managerial skills" of your management in light of the fact that
none
of your officers have significant experience in the automobile
industry.  Highlight what about each of your officers makes them
so
significant to your business.
No Market for Common Stock; No "Trading Market" for Shares

6. We note the statement that "[a]ny market price for shares of
our
common stock is likely to be very volatile, and numerous factors
beyond our control may have a significant effect."   The second
half
of this statement is too vague.  Please provide more detail as to
what these factors are and why they may have a significant effect
on
the company`s stock price.

Risks of "Penny Stock"

7. Revise to indicate that the company`s stock "will" be deemed to
be
a "penny stock."  In addition, we note your statement that "at
such
time as we meet the listing requirements, we may attempt to
qualify
for quotation on either NASDAQ or a national securities exchange."
(emphasis added).  In light of the numerous quantitative and
qualitative listing requirements mandated for a national
securities
exchange (most of which the company does not comply with), how
likely
is it that the company will seek listing on an exchange in the
next
12-24 months?  If not likely, remove this reference.

Competitive Business Conditions

8. We note your statement that "[w]e may from time to time make
certain pricing and marketing decisions or business or technology
acquisitions that could have a material adverse effect on our
business, financial condition, results of operations, or other
factors effecting our business."  If such decisions could have an
adverse effect on your business, it is not clear why you would
elect
to take such actions.  Please clarify.

Item 2. Managements` Discussion and Analysis or Plan of Operation

	Results of Operations

9. You state that your net losses increased from ($63.00) for the
fiscal year ended December 31, 2003 to ($17,090) for the nine
months
ended September 30, 2004, and that the increase in the loss was
primarily attributed to an increase in general and administrative
expenses.  Please revise to discuss, in greater detail, the
specific
parts of your general and administrative expenses that increased
from
your last fiscal year to the nine months ended September 30, 2004.
In addition, when discussing changes in your line items that were
material to your business, please quantify the amount of change
attributed to each factor.  Finally, provide disclosure that will
elucidate the underlying business developments or conditions that
resulted in the changes.  For example, discuss whether any of
these
factors represent part of a trend that will continue to affect
your
operations going forward.

10. Expand your MD&A to provide a greater insight on the current
and
future operations of your business.  Provide a detailed breakdown
of
your revenues (not just in this filing but in your future periodic
reports) that indicates the sources of your revenues.  For each
period presented, disclose the number of cars sold.  Discuss how
much
of your revenues comes from lot sales as opposed to Internet
sales.
Also, discuss the amount of set fees from customers provided
access
to the national inventory of automobiles.  Discuss whether you
provide warranties to purchasers and if so, what your experience
on
returns has been to date.  Discuss how you do not sell new cars
but
used cars bought in the secondary market.  Clarify that you do not
provide financing to prospective customers and clarify whether you
intend to do so in the future.

11. Do not focus solely on your past financial condition, but also
revise your Form 10SB to discuss your prospects for the future.
What
factors, both qualitative and quantitative, are peculiar to and
necessary for an understanding and evaluation of your company at
the
present time and in the future?  For example, Note 2 to your
financial statements indicates that management plans further
development and marketing of your dealership operations.  Provide
more detail as to what these plans will entail and what effect
these
plans will have on your financial condition and results of
operations
(e.g. do you expect substantial increases in general and
administrative expenses?).

Liquidity
12. Consider the guidance in the Commission Statement about
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release No. 33-8056, particularly with
regard
to liquidity and related party disclosure.  Please revise to
include
a tabular discussion of all material commitments, including
planned
expenditures and debt service.  This release can be found at
<http://www.sec.gov/rules/other/33-8056.htm>.  In this regard, we
note the discussion elsewhere regarding your lease for your lot
and
in Note 2 to your financial statements that management plans to
raise
additional capital by selling company stock.  Discuss whether your
anticipated cash flows and sources of funding are expected to be
sufficient to cover your lease payments.  Clarify what a "triple
net
one year lease" is and file your lease agreement as an exhibit to
your registration statement.

13. Please revise your Form 10SB to describe in greater detail
your
short-term (12 months) and long-term cash requirements, including
the
amounts of these requirements.  In addition, you should discuss
the
sources of your short-term and long-term funding (e.g. terms of
your
line of credit and loans from affiliates) and the circumstances
that
are reasonably likely to affect those sources of liquidity.  See
Release No. 33-8056, <http://www.sec.gov/rules/other/33-8056.htm>.
In addition, we note your transactions to date involving your
common
stock.  Clarify how you determined the value of the common stock
issued in all of the transactions identified in Note 7 to your
financial statements.  For example, how did you determine that the
150,000 shares issued at $0.25 to management for services rendered
was fair value?

14. We note your statement that you had accounts receivable of
$149,633 for the period ended September 30, 2004.  Please tell us
why
this amount does not agree to the amount listed on the balance
sheet
at September 30, 2004.  Please revise or advise.
15. We note your reference to "cash revenues."  Provide us with
more
details of what you mean by this statement.  Otherwise, revise to
clarify.

Item 4. Security Ownership of Certain Beneficial Owners and
Management

16. Why is Mr. Jenson listed in the first table depicting persons
who
own more than 5% of the company`s stock?  In this regard, you
should
consider combining the two tables.

Item 5. Directors, Executive Officers, Promoters and Control
Persons

17. Please revise your Form 10 to provide the disclosure required
by
Item 401(e) of Regulation S-B.
18. Identify your company`s principal financial officer.  If you
do
not have one, please indicate so and explain how you will comply
with
the certification and signature requirements for your first
periodic
report after effectiveness.

Item 6. Employment Contracts and Termination of Employment and
Change-in-Control Arrangements

19. Clarify the effective date of your employment agreements.
Discuss the potential conflicts of interest in having the
employment
agreements executed on behalf of the company and management by the
same individuals.

Item 7. Certain Relationships and Related Transactions

20. We note your statement that "certain owners of Diamond are
officers and directors of our Company."  Since there are only
three
officers and directors of your company, rather than refer to these
individuals generically throughout the registration statement,
please
revise to identify these individuals throughout the registration
statement.

Part II - Item 1. Market Information

21. We note your statement that "[o]ur Company intends to submit
for
listing on the OTC Bulletin Board of the NASD."  Clarify that
securities are not listed on the OTC Bulletin Board but are
accepted
for quotation.  In addition, issuers do not apply for their
securities to be quoted on the OTC Bulletin Board, but rather
brokers
who agree to be market makers in a company`s stock must file with
the
NASD to have an issuers` securities quoted.  Therefore, please
correct your statement.

Financial Statements for the period ended December 31, 2003

Note 1 - Organization and Summary of Significant Accounting
Policies

22. Tell us in more detail how you determine the market value of
your
inventory.  More specifically, tell us why you believe book value
approximates market value.

Financial Statements for the period ended September 30, 2004

General

23. Please include the footnotes to the September 30, 2004
financial
statements as required by rule Regulation S-B.T. Item 310
paragraph
(b).  In this regard, revise to include footnote disclosure
regarding
your leasehold improvements and consulting agreement.

24. Further, supplementally provide us with more details of the
nature of your consulting agreement, your accounting for it and
your
basis in the accounting literature.

25. We note that your condensed balance sheet at September 30,
2004
identifies you as a "development stage company."

* Tell us how you determined that you were in the development
stage
considering that you had revenues of $696,662 during the nine
months
ended September 30, 2004.

* Also, tell us why your financial statements for the period ended
December 31, 2003 do not reference the fact that you are a
"development stage company."
      If applicable, revise to comply with paragraphs 11b., 11c.,
11d. and 12 of SFAS 7.

*	*	*	*

      As appropriate, please respond to our comments within 10
business days, or tell us when you will provide us with a
response.
Please furnish a cover letter on EDGAR that keys your responses to
our comments and provides us with any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require.
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 in the filing reviewed by the staff 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 Michael Henderson, Staff Accountant, at (202)
824-5551, or Kyle Moffatt, Accountant Branch Chief, at (202) 942-
1829, if you have questions regarding comments on the financial
statements and related matters.  Please contact Derek Swanson,
Staff
Attorney, at (202) 824-5526, or me at (202) 942-1990 with any
other
questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Autostrada, Inc.
January 10, 2005
Page 1 of 7

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