SecProbe.io

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MAIL STOP 05-11

March 1, 2005

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
      Amendment No. 2 Filed February 3, 2005

Dear Mr. Markovitch:

      We have reviewed your amended 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 the company has entered into two bridge loans for a
total
of $60,000 with Paramount Trading to enable the company to
commence
operations and continue business development prior to completion
of
this offering.  We also note that the bridge loans will come due
prior to completion of the offering.  Since the funds will not be
placed into an escrow, trust or other similar account, there can
be
no guarantee any third party creditor who might obtain a judgment
or
lien against the company would not satisfy the judgment or lien by
executing on the bank account where the offering proceeds will be
held.  Please disclose if Paramount, or any other similarly
situated
entity, intends to attach the funds raised in the offering in
satisfaction of any obligations.  Affirmatively state whether any
arrangements exist, or are contemplated, whereby such an
attachment
might be made.  In addition, and given the above facts, please
explain how the terms of this          "all-or-none" offering are
consistent with Rule 10(b)(9).  Upon receipt we may have
additional
comments.

2. We note the disclosure on page 9 that there is no mechanism in
place to insure the funds received from the sale of shares in this
offering will remain segregated until all shares are sold and/or
the
offering is terminated.  Please reconcile this with the disclosure
on
page 13 where you state you intend to hold all monies collected
for
subscriptions in a separate bank account until the total amount of
$100,000 has been received.

Risk Factors, page 6

3. Please revise the risk factor section to disclose that there is
no
commitment by any person to purchase all or any part of the common
stock offered and consequently that there is no assurance all
2,000,000 shares will be sold during the Offering Period.
Indicate
as well that investors will have no right to the return or the use
of
their funds, which will remain in a non-interest bearing bank
account
until conclusion of the offering which may continue for a period
of 6
months and may be extended for an additional 3 months for a period
of
up to 9 months from the Effective Date of this offering.

4. You disclose in the last risk factor on page 9 that "[you] will
be
holding all proceeds from the offering in a standard bank checking
account until all shares are sold and there is no guarantee all of
the funds will be used as outlined in this prospectus."  Please
either delete such disclosure or revise the Use of Proceeds
section
to clearly discuss the specific circumstances that would require
management to alter the use of proceeds from this offering and
discuss alternatives to the currently stated uses.  Please refer
to
Instruction 7 to Item 504 of Regulation S-K for guidance.

Use of Proceeds, page 10

5. The line item Repayment of Bridge Loans reflects footnotes (1),
(3) and (4).  It would appear that footnote (4) does not exist.
In
addition, the footnotes to the line items Licenses/Insurance and
Vehicle Inventory do not appear to correspond to those line items.
Please revise or advise.  See prior comment 3.

Plan of Distribution, page 13

6. We note your response to prior comment 6 that your officers and
directors "do not intend" to purchase shares in this offering.
Please disclose if any officers and directors "will purchase"
shares
in order to reach the maximum offering.

Procedures for Subscribing, page 14

7. Please provide the basis for including the representations set
forth in bullets 3 and 4 regarding financial capability and
experience in business or investment matters.

Plan of Operation, page 26

8. As appropriate, please update the proposed milestones to
implement
your business operations.

Financial Statements

9. The financial statements included in the registration
statements
should be current at the effective date.  Since your fiscal year
end
is December 31, please revise to include the audited financial
statements for the fiscal year ended December 31, 2004 in the
registration statement to comply with Item 310 (a) and (g) of
Regulation S-B.

10. Please provide a current consent of the independent
accountants
in any amendment.

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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

         Any questions regarding the financial statements may be
directed to Raj Rajan at (202) 942-1941 and any other disclosure
issues may be directed to William Bennett at (202) 942-0135.

						Sincerely,

							John Reynolds, Assistant
Director
							Office of Emerging Growth
Companies

cc: 	Michael M. Kessler, Esq.
	Fax: (916) 239-4008

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Alpha Motorsport, Inc.
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