SecProbe.io

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MAIL STOP 05-11

November 26, 2004

Mr. Vincent Markovitch, President
Alpha Motorsport, Inc.
240 12th Street
New Westminster, BC
Canada  V3M 4H2

      Re:	Alpha Motorsport, Inc.
   Registration Statement on Form SB-2
      File No. 333-119930
      Filed October 25, 2004

Dear Mr. Markovitch:

      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
supplemental information so 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. We note that another company called Alpha Motorsport is also
involved in the automotive industry.  Please disclose the impact
this
may have on your company, including use of the company`s name.

2. Please disclose that all amounts are denominated in US dollars.
To the extent any are not, please convert to US dollars.

3. We note that your officers and directors will conduct this
offering.  In the Plan of Distribution section, please name each
person who will sell the securities in your offering, and
supplementally explain how each person satisfies the requirements
of
Rule 3a4-1 of the Securities Exchange Act of 1934.

4. Please include counsel`s name and contact information on the
registration statement cover page.

Summary of Prospectus, page 5

5. Under "The Offering," you refer to "Net Proceeds to Our
Company"
of $100,000.  Since this amount represents gross proceeds, please
revise.

6. You state that the terms of the bridge loan provide for
repayment
on demand.  You also state in the same paragraph, "...at the
option
of the holder, after the maturity date of August 23, 2005...."
Please
revise to provide consistent disclosure concerning the repayment
terms here and throughout your registration statement.

7. Please revise your current disclosure to present net proceeds
to
the Company, net of estimated offering costs.  Net proceeds to
your
Company should be $95,000 based on the disclosure in Use of
Proceeds.

Risk Factors, page 6

8. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Some of
your risk factors appear generic and could apply to any company
within your industry as well as other industries.  We note, in
particular, risk factors 5, 6, 7 and 9.  Please revise these risk
factors to clearly reflect the specific material risk to your
company
and your investors.  With respect to risk factor 7, please address
the competitive factors relevant to the particular market you
intend
to serve that represent a material risk.

9. We note that while you intend to establish a separate account
for
all proceeds received, this account will not be an escrow, trust
or
other similar account.  Please address the risk this poses to
investors with respect to third party creditor liens and by the
fact
that there are no mechanisms in place to assure these funds will
remain segregated until all shares are sold and/or the offering is
terminated.

10. If all of the shares in this offering are sold, it appears
your
officers and directors will own 33% of your outstanding
securities.
Under "Risks Associated with this Offering," please provide an
additional risk factor discussing the possible minority position
shareholders will have with respect to corporate decision-making
and
change of control matters.

11. We note the following disclosure in risk factor #2, "in the
event
we do not sell all of the shares and raise the total offering
proceeds, there can be no assurance that we would be able to raise
the additional funding needed to fully implement our business
plans".
This is a best efforts all or none offering.  Please revise the
disclosure.

12. According to risk factor #3, "if we are not successful in
raising
sufficient capital through this offering, we will be faced with
several options."  Since this is a best efforts all or none
offering
the staff is confused with the disclosure discussing several
options
the company will be faced with as well as the disclosure in the
last
paragraph. Please revise and advise.

13. We note that the company has applied for its initial
licensing.
Please update the current status of this pending application.

14. Your attention is directed risk factor #10.  According to the
disclosure "in the event we are unable to sell most of the shares
in
this offering, we will be forced to reduce our proposed business
operations until such time as additional monies can be obtained,
either through loans or financing".  Since this is a "best efforts
all or none offering, please revise the disclosure.

Use of Proceeds, page 10

15. We note that $15,000 of the net proceeds will be used to pay
wages and salaries during the first 12 months.  We also note that
$3,500 of the $25,000 balance of the bridge loan will be used to
pay
wages and salaries.  Please clarify how you arrived at these
amounts
and disclose whether any portion of the net proceeds, including
the
bridge loan, will be paid to your officers and directors.

16. You have allocated $10,000 for the purchase of
inventory/vehicles.  Please disclose the number of cars and trucks
this amount will purchase.   In addition, you state that you
intend
to purchase your inventory prior to the completion of this
offering.
Please clarify whether this is a condition to closing.  Please
disclose any preliminary agreements or understandings the company
may
have with respect to purchasing these vehicles and their
affiliation
if any to the company and its officers and directors.  Upon
receipt
of such information we may have additional comments.

17. In footnote 1, you indicate that the terms of the bridge loan
provide for repayment on demand.  Based on our reading of exhibit
99.1, it appears the bridge loan has a 12 month maturity from the
date of execution.  Please advise.

18. Both here and in the MD&A section, you disclose that rent and
utilities are $1800 per month.  The lease agreement indicates that
rent it $1800 per month plus 10% utilities.  Please revise to
include
the cost of utilities.

Dilution of the Price You Pay for Your Shares, page 12

19. Please round per share amounts here, and throughout your
registration statement to the nearest penny, or NIL, if
applicable.

Plan of Distribution, page 13

20. Please the material terms of the Subscription Agreement and
file
as an exhibit.

Directors, Executive Officers, Promoters and Control Persons, page
14

21. We note that Vincent Markovitch has been a self-employed
automobile wholesaler from March 1999 to present.  Please clarify
what this is and whether he will continue to engage in this
profession while serving in his various roles with the company.
If
he does, we do not understand how he can devote full time to
company
business.  In addition, if Mr. Markovitch does intend to continue
as
a self-employed automobile wholesaler, please disclose whether he
will find and sell cars to the company and what his expected
compensation will be in this regard.  To the extent any other
officer
or director will perform similar services, please discuss.

Executive Compensation, page 15

22. We note that once your lot is open and you are profitable, you
will begin paying salaries.  Please clarify what is meant by
profitable.  In addition, based on the figures provided, it
appears
the base salary per annum will be $38,400, yet you have
appropriated
only $16,000.  Please reconcile these amounts.

23. Please identify your wholesale sales agent and file whatever
agreement you have with this person as an exhibit.  We note that
this
person will receive 45% of the profits on "any vehicle sold."
Please
explain this arrangement.  Does it relate to any vehicle sold or
just
to vehicles the sales agent identifies that are sold?

Description of Business, page 19

24. Please state, if true, that the company does not consider
itself
a blank check as that term is defined in Regulation C, Rule 419,
and
does not intend to merge with or acquire another company now or in
the foreseeable future.  To the extent you do not consider
yourself a
blank check company, supplementally explain the disclosure in
bullet
point 4 to risk factor 3 or delete the same.

General Information

25. We note that statement that certain experts named in the
prospectus reside outside the United States and that this is
relevant
with respect to your assets.  Please identify these experts.

Overview of Business Operations

26. Please provide the basis for your belief that there is a "need
in
British Columbia for quality used cars and trucks...."

27. We note that you intend to develop an excellent working
relationship with local dealers and auction houses.  Please
discuss
what relationships you currently have with these persons and
identify
the same.

28. We note the following on page 19:

* You intend to offer something different;
* You intend to fully cater to your customers needs;
* The service you offer will be worry free;
* You have established a pre-opening goal of keeping customers
satisfied;
* You intend to wholesale vehicles to other dealers; and
* You intend to stock a wide range of reliable cars and trucks.

Please elaborate on each and explain how you intend to offer the
same.

      Suppliers and Acquisition of Inventory

29. We note that you will provide a wide selection to your
customers.
Disclose the average number of cars and trucks you expect to have
on
your lot at any given time.

30. We noted from your disclosure that you have $10,000 budgeted
to
acquire vehicles (page 11) for inventory, and that you are
currently
searching for 12 - 15 vehicles to place on your lot for your
initial
inventory (page 21).  You also state that the majority of your
vehicles will be priced between$2,500 and $8,000 per vehicle and
you
will attempt to sell the vehicles at a fair profit, generally 20%.
From the information provided, it is not clear how you will arrive
at
a profit of 20%.  It would appear that if you are purchasing 12-15
vehicles with $10,000, and selling those vehicles at $2,500 to
$8,000, your profit would significantly be in excess of 20%.
Based
on the information provided, please tell us supplementally how you
plan to achieve a profit of only 20% (provide computations if
necessary) and how your customers will achieve substantial savings
between your mark-up and the industry average mark-up of 30-35%,as
stated.

Business Ethic and Warranties

31. Elaborate on the 30-day warranty you intend to offer.  Explain
whether the warranty will extend to work performed by third party
mechanics.

Government and Industry Regulation

32. Please discuss the costs and effects of compliance with
environmental laws.  See Item 101(b)(11) of Regulation S-B.

33. We note that you are awaiting receipt of a Motor Dealers
license.
Please update as to the status of this.

Employees and Employment Agreement

34. We note that you have one employee and that this person works
on
a commission only and as-needed basis.  Please clarify whether
this
person is actually an employee of your company or an independent
contractor.

Management`s Discussion and Analysis or Plan of Operation, page 23
Proposed Milestones to Implement Business Operations

35. Please update the proposed milestones as necessary.  For each,
disclose the cost necessary to implement each.

36. Please expand your discussion of Plan of Operation to discuss
how
long you can satisfy your cash requirements and whether you will
have
to raise additional funds in the next twelve months.  Refer to
Item
303(a)(1) of Regulation S-B.

37. Please include a separately captioned section to discuss any
off-
balance sheet arrangements that have or are reasonably likely to
have
a current or future effect on your financial condition, changes in
financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
material
to investors. Please refer to the guidance of Item 303(c) of
Regulation S-B.

38. We note that you will hire and train additional sales staff.
Please disclose the number of hires you expect to make.

39. We do not see any disclosure related to the amounts you will
spend contracting out for mechanical service nor do we see any
disclosure related to the costs of performing this function in
house.
Please disclose the expected costs for each and provide a time
frame
for when you expect to hire mechanics.

Description of Property, page 25

40. Please reconcile the $1449 rental amount with what is in the
lease agreement ($1800).

41. The lease indicates that your primary business purpose is
wholesale sales and that retail sales will be limited to
advertised
cars only.  Supplementally advise as to the impact this
restriction
may have on your business plan.

42. Please indicate the number of vehicles that can be placed on
your
lot at any given time.  Indicate whether your current lease will
provide enough space for your future needs.

Financial Statements
Consolidated Statements of Operations

43. Please ensure that you have disclosed the correct balance of
loss
for the period, as it is not clear if the balance should be $4,409
or
$4,309.  Please revise as necessary.

Notes to Consolidated Financial Statements
Note 1. Nature and Continuance of Operations

44. Please disclose the fiscal year-end of the Company.

Other Regulatory Requirements

45. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B.  In
addition, please provide a current consent of the independent
accountants in any amendment.

Part II
Item 25.  Other Expenses of Issuance and Distribution

46. Please include all of the expenses required by Item 511(a)(1)
of
Regulation S-B.

Item 28.  Undertakings

47. Since you do not appear to be relying on Rule 430A, we do not
understand inclusion of part (f) on page 41.

Exhibits

48. Revise your legality opinion to indicate that opinion opines
upon
Nevada law including the statutory provisions, all applicable
provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
re