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

                             FORM 10-KSB/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended June 30, 2005

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange Act

                  Commission File Number: 333-119930

                         ALPHA MOTORSPORT, INC.
    ----------------------------------------------------------
         (Name of Small Business Issuer In Its Charter)

        Nevada                               20-1063591
 -------------------------------         ------------------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization         Identification No.)

         40  12th Street
    New Westminster, BC Canada                 V3M 4H2
---------------------------------------     -------------
(Address of principal executive offices)      (Zip Code)

                         604-525-3380
                 --------------------------------
                    (Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.001

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes  [X]      No [ ]

Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).   Yes     No X

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  [X]

Total revenues for the fiscal year ended June 30, 2005 were $160,651. At
June 30, 2005, 2,000,000 shares of our common stock were held by non-
affiliates.  Our common stock is currently listed for quotation in the
pink sheets under the symbol AAOR; however, no active trading market has
yet commenced. Issuer had a total of 1,000,000 shares of Common Stock
issued and outstanding at June 30, 2005. Some exhibits required to
be filed hereunder, are incorporated herein by  reference to Issuer's
original Form SB-2 Registration Statement, filed under CIK No.
0001305748 on the SEC website at www.sec.gov.

Transitional Small Business Disclosure Format: Yes   No X

                                1



                      Forward Looking Statements
                      --------------------------

In addition to historical information, this Annual Report on Form
10-KSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to the
our future operations and prospects, including statements that
are based on current projections and expectations about the markets in
which we operate, and our Management's beliefs concerning future
performance and capital requirements based upon current available
information.  Such statements are based on Management's beliefs, as
well as assumptions made by and information currently available to
Management.  When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", and similar expressions are
intended to identify forward looking statements.  Actual results could
differ materially from Management's current expectations.  For
example, there can be no assurance that additional capital will not be
required or that additional capital, if required, will be available on
reasonable terms, if at all, at such times and in such amounts as
we may need for continued business operations.




                        Available Information
                        ---------------------

Our Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current Reports on Form 8-K and all amendments to those reports that we
file with the Securities and Exchange Commission, or SEC, are available
at the SEC's public reference room at Station Place, 100 F Street,
N.E.,Washington, D.C. 20549. The public may obtain information on the
operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.






                                    2










                             PART I
                             ======
Item 1. Business
----------------
General
-------
Alpha Motorsport, Inc. was incorporated in the State of Nevada on April 28,
2004.  We were formed to open and operate a used car and truck dealership
in British Columbia, Canada. We intend to engage in both retail and
wholesale sales of used vehicles. On May 13, 2004, we formed Alpha
Motorsport, Inc., a B.C. corporation, which is our wholly-owned subsidiary
and which is conducting all of our operations in Canada.  We have generated
a total of $160,651 in gross revenues to date.  At June 30, 2005, we had a
working capital deficiency of $18,400 and an accumulated deficit of $30,400
since inception. We have been issued a "substantial doubt" going concern
opinion from our auditors.

Subsequent to our fiscal year end, on August 5, 2005, we completed an initial
offering of 2,000,000 shares of our common stock at a price of $.05 per share
and raised a total of $100,000. We are continuing to purchase inventory, sell
vehicles and generally expand our business operations with these funds.

We are a Nevada corporation and, as such, are subject to the jurisdiction of
the State of Nevada and the United States courts for purposes of any
lawsuit, action or proceeding by investors herein. An investor would have
the ability to effect service of process in any action on the company within
the United States. In addition, we are registered as a foreign corporation
doing business in Canada and are subject to the local laws of Canada
governing investors ability to bring actions in foreign courts and enforce
liabilities against a foreign private issuer, or any person, based on U.S.
federal securities laws. Generally, a final and conclusive judgment obtained
by investors in U.S. courts would be recognized and enforceable against us
in the Canadian courts having jurisdiction without reexamination of the
merits of the case.

Overview of Business Operations
-------------------------------
Having been in the automobile/truck sales industry for a combined total of
over 30 years, our Management feels there is a need in British Columbia for
quality used cars and trucks at competitive prices.  The population of
British Columbia is rapidly increasing and that, combined with the increased
cost of living expense, makes new cars unaffordable for many families. As a
result, we feel quality used vehicles are in high demand. Our Management is
relying on their previously established relationships with the following
local dealers and auction houses in an effort to acquire reliable vehicles
at a reasonable price and pass the savings on to our customers:

- Langley Mazda (new car dealer)
- Brown Bros. Ford (new and used car dealer)
- S-232 Holdings (wholesale vehicle broker)
- Weymouth Enterprises (used car dealer)
- Canadian Auction Group (used vehicle liquidator)

We feel that we offer something different and unique in the automobile industry
to our customers - an easy, convenient car buying experience,  which is not
what is generally the case at automobile dealerships or used car lots.


                                   3

Rather than immediately converging on a potential customer, we allow the
customers to walk around our lot and come to us if they wish to test drive
or inquire about a vehicle. We do not intend to implement any "hard sell"
sales tactics.

We intend to fully cater to our customers needs, thereby taking the hassle
out of buying a used vehicle.  As such, if a customer would like a specific
type of vehicle or color, we will make every attempt to locate that vehicle
for them through our established dealer relationships, surrounding areas or
via the internet.

We are confident our professional "worry free" service will bring customers
back time and again, as well as allow them to confidently refer us to their
friends and family members for their used car/truck buying needs. We have
established a pre-opening goal of keeping our customers satisfied.  We will
provide a 30-day vehicle warranty on every used vehicle we sell that will
cover any mechanical problems that may arise during the first 30 days. Any
vehicle with mechanical difficulty or failure within the 30 days will be
repaired at no charge to the customer.

It is well known that the automobile sales industry is cyclical, with the
sales of certain types of vehicles peaking at certain times of the year. For
example, SUV's and rugged, 4-wheel drive vehicles generally sell better
during the fall and winter months, whereas, sports cars and convertibles
generally sell better in the spring and summer months. In addition, during
times of economic slow down, automobile sales are generally one of the first
big ticket items to feel the crunch. In order to minimize the impact of such
cyclical events on our revenues, we intend to buy and sell vehicles to
wholesalers on a regular basis. We feel this will also assist us in keeping
a current inventory of the type of used vehicles that the public demands.

In order to profitably succeed in this business, we must:

-  Establish a network of wholesalers we can trust to purchase quality
   used cars and trucks from
-  Ensure customer satisfaction by encouraging the two most important
   values in our sales agents and policies -- honor and integrity
-  Provide a "hassle free" experience for our customers
-  Stock a wide range of reliable vehicles and trucks

Suppliers and Acquisition of Inventory
---------------------------------------
We will be buying vehicles wholesale from other dealers and at auto
auctions. We will try to maintain a diverse stock of vehicles, providing a
wide selection to our customers. Vehicles will be purchased on an as-needed
and as-available basis to add to our inventory.  We intend to have
approximately 8-12 quality used vehicles available for resale on our lot at
all times. Each vehicle we purchase for retail resale will be inspected by a
mechanic and we will do any repairs  required. Initially, we intend to
contract the services of a local auto shop to have their mechanics inspect
our vehicles; however, once we have established our operations, we intend to
hire one or more mechanics, as needed. The purchaser of a vehicle will be
given the opportunity to review our certified inspection records prior to
purchasing a vehicle. Our wholesale vehicles will not require a mechanical
inspection, as other dealers will be purchasing vehicles from us on an "As
Is" basis.
                                 4


We intend to sell all types of vehicles from small cars to big trucks. We
will cater to each customer individually, in order to satisfy their needs,
meaning if we do not have the type of vehicle in our inventory that a
customer is looking for, we will go out and find that vehicle for them.
We intend to buy our vehicles at the wholesale level in order to be able
to pass the savings on to our customers. Each vehicle we retail is
inspected by a mechanic and the customer is given that inspection prior
to purchasing the vehicle.

Our primary source for used vehicles are the local dealers who wholesale
some of their stock to reduce a large used car inventory. We will purchase
these vehicles, as well as vehicles from local auto auctions to establish
our initial inventory.  Our Management has established relationships with
several local dealerships; however, we have not entered into any written or
verbal agreements with any of them.

We are  continuing to search for and purchase additional vehicles to place
on our lot for inventory. We are attempting to purchase a wide variety of
vehicles to attract all types of potential customers. The majority of our
vehicles are be priced between $2,500 and $8,000 per vehicle; however, we
also have a few higher end vehicles on our lot. There is a far greater profit
margin in the lower end vehicles rather than the higher end vehicles, so we
attempt to purchase and keep lower price used vehicles in our inventory.

Our pricing strategy is based on competitive Gold Book values (between
wholesale and retail prices). We do not exceed competitive retail prices,
and attempt to sell at wholesale cost, plus a fair profit, generally 20%. We
feel the quality and price will say a lot about our vehicles.  Based on
the experience of our Management in the used car/truck sales industry,
the average industry mark-up for used vehicles has generally been 30-35%.
Based on those assumptions, we intend to show our customers that they are
saving a substantial amount when buying a vehicle from us.

Website Development
-------------------
We have developed our website with the assistance of an outside website
developer at a total cost of $800 US and the website is currently
operational at http://www.alphamotorsportinc.com/.  Our prospective
customers can view our inventory online and get detailed information about
each vehicle, including price, mileage, accident history, mechanic reports
and owner history. We are currently researching the costs to strategically
place our website on several different search engines but have not yet
entered into any contracts or agreements with any parties.  We are also
listing our website address in flyers and newspaper advertising in an
attempt to more widely advertise our vehicles and business operations.

Sales & Marketing
-----------------
We intend to use several different avenues to introduce our new business
and market our inventory:

                                    5


1. Newspaper advertisements in the local BC newspapers
2. Advertise in the smaller, free newspapers that are delivered door
   to door and handed out at supermarkets and quick stores
3. Place photo ads in the widely distributed Auto Trader
4. Place flyers on vehicles throughout the local areas introducing
   our new business.
5. Place a larger newsprint ad in the local Buy & Sell paper
6. As funds permit, develop a website where customers can view our
   inventory online and get detailed information about each vehicle
   such as price, mileage, accident history, mechanic reports and
   owner history
7. Publish the website on several search engines, as well as in our
   flyers and newsprint ads.
8. Word of mouth to family, friends, business and social acquaintances

Business Ethic and Warranties
-----------------------------
Used car dealers are notorious for unethical sales practices. As a result
of this, customers are inherently cautious and untrusting. The more we can
provide an honest, hassle free sales experience, the more successful we will
be. We follow up and ensure customer satisfaction because we rely on
on these customers for an excellent reference to other potential buyers. We
fully understand the need for an excellent working relationship with our
suppliers and customers and intend to develop the same.

We provide each purchaser with a 30-day warranty on all parts and labor
should any mechanical problems develop after purchase of a vehicle.  All
work is performed by third-party mechanics and paid for by us; however,
because all vehicles are thoroughly inspected and tested prior to purchase,
we don't anticipate having many warranty claims.

Competition
-----------
The used car resale industry is intensely competitive with respect to
quality, service and price. In addition, there are many well-established
competitors in the areas we intend to do business, with greater financial
and other resources, including but not limited to established businesses
and loyal customers. Our closest similar competitors are Kabani Holdings,
which is located in the same automobile compound area that we are and is
our landlord. Prime Auto, Softy's Auto Sales, Key West Auto and My First
Car Automotive, all situated and located relatively close to our new
facility. The primary competitors will be Kabani Holdings and Key West
Auto. Kabani Holdings is a well established used car dealer with over 100
units in inventory at all times. Key West Auto is also very well
established, but they tend to sell more trucks and vans as opposed to cars.
The other dealers listed are small and tend to have a limited supply of
vehicles for sale. In Canada, auto malls containing competitive auto
dealers are common. Prospective buyers enjoy the experience of shopping
in one "auto mall" area, rather than driving all over town to find the
vehicle they are looking for. We intend to specialize in quality used cars
at competitive prices. Most of the other dealers in the auto mall area we
will be operating are new car dealers, who carry some used vehicles at
higher prices than we intend to keep in our inventory.

                                   7

Raw Materials and Supplies
--------------------------
We do not use, nor do we expect to use any raw materials in our business
operations.

Patents and Trademarks
----------------------
We do not have any patents or trademarks.

Government and Industry Regulation
----------------------------------
Our business operations are subject to licensing and regulation by
provincial and local authorities  applicable to the sale of used cars.
In October, 2004, we obtained our Motor Dealer's License and Business
Permit. Because all of our inspections and mechanical work will be done by
outside third parties, we will not be subject to any environmental or safety
rules, regulations or licensing. No other licensing is required. However, if
any additional licenses are required or are implemented in the future, we
intend to fully comply with any such licensing and regulation applicable to
the conduct of our business operations.

Employees and Employment Agreements
-----------------------------------
At present, we have no employees other than our three officers and
directors.  We have one independent contractor, Kel Phillips, who is our
wholesale buyer and who works on an as-needed basis. Mr. Phillips will be
paid on a commission only basis, equal to 45% of the profits on any of his
vehicles that are sold. Vincent Markovitch devotes full time to our business
operations and John Markovitch Sr. and John Markovitch Jr. each devote part
time, or approximately 20 hours per week to our business. None of our
officers and directors are presently  compensated for their services at this
time, nor do we have employment agreements with them. We presently do not
have pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, we may adopt such plans in the future. There
are presently no personal benefits available to any officers, directors or
employees.

Item 2. Properties
------------------
We do not currently own any property.  We have entered into a lease
agreement with Kabani Holdings Ltd., an unrelated third party, to lease
office space consisting of approximately 3000 sq. ft. in  New Westminster
B.C.  The space is sufficient to hold a maximum of 15 vehicles, which
is what we intend to keep on our lot for at least the first 12 months of
operations. At such time as we outgrow the space and can afford to expand,
we will begin looking for larger space; however, at this time, no such
expansion is planned.  The lease term is for a minimum period of six
months at a monthly rental rate of approximately  $1800 Cdn.($1,449 US)
plus 10% utilities per month. The lease term commenced on October 1, 2004.
We conduct all of our business operations from this location.

Item 3. Legal Proceedings
-------------------------
We currently have no pending or threatened legal proceedings against us.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
There were no matters submitted for a vote to the security holders
during the fiscal year ended June 30, 2005.

                             PART II
                             =======

Item 5. Market for Registrant's Common Stock and Related Stockholder
        Matters
 -------------------------------------------------------------------
Our Common Stock, par value $.001, is listed for quotation in the pink
sheets under the symbol AAOR; however, no active trading market in our
securities has yet commenced.

                                8

As of June 30, 2005 there was 1 holder of record of our common
stock. Subsequently, on August 5, 2005, we completed our initial offering
of securities, selling a total of 2,000,000 shares of our common stock
to a total of 34 unaffiliated shareholders; therefore, as of the date of
the filing of this annual report, there were a total of 35 holders of
record of our issued and outstanding common stock.

A total of 1,000,000 shares are held by our officers and directors, all
of which are restricted securities, as that term is defined in Rule 144
of the Rules and Regulations of the Securities and Exchange Commission,
promulgated under the Act. Under Rule 144, such shares can only be
publicly sold, subject to volume restrictions and certain restrictions
on the manner of sale, commencing one year after their acquisition.

Subsequent to our fiscal year end, in August 2005, a total of 2,000,000 of
the issued and outstanding shares were sold in a public offering filed with
the U.S. Securities and Exchange Commission on a Form SB-2 registration
statement, and are unrestricted securities and may be publicly sold at any
time, without restriction.

We have not paid any cash dividends since inception to the holders of
our Common Stock.  We currently intend to retain any earnings for
internal cash flow use.

At June 30, 2005 and as of the date of the filing of this annual
report, there were no equity compensation plans approved or outstanding and
no stock options granted or outstanding.

Item 6. Management's Discussion and Analysis of Financial Condition
        and Results of Operations
-------------------------------------------------------------------
Results of Operations
---------------------
For the year ended June 30, 2005, we generated total gross revenues of
$160,651, less cost of sales in the amount of $134,704, for a gross margin
of $25,947. We had no revenues for the period from inception on April 28,
2004 to the fiscal year ended June 30, 2004.

For the year ended June 30, 2005, we incurred a net operating loss of
$25,971, as compared to a net loss of $4,429 for the period from
inception on April 28,2004 to the year ended June 30, 2004. The net loss
for the year ended June 30, 205, consisted of general and administrative
expenses in the amount of $12,575 and $20,171 in office and miscellaneous
expenses and $11,970 in professional fees paid to non-related third parties
for legal and accounting expenses incurred in connection with the preparation
and filing of our initial public offering documents and periodic reports. In
addition, we paid a total of $7,202 in Management fees to Vincent Markovitch,
President of our company for services provided. Our total expenses for the
period from April 28, 2004 (inception) to the year ended June 30, 2004 were
$4,429, all of which consisted of office expense and professional fees
incurred in connection with the formation of our corporation and start up
costs. General and administrative expense increased substantially in 2005
due to the implementation of our business plans, as well as preparation and
filing of our initial public offering documents.

We incurred no research and development expenses during the fiscal years
ended June 30, 2004 or 2005.

Selected Financial Information
------------------------------
<TABLE><cAPTION>

  Balance Sheet Data               June 30, 2005         June 30, 2004
  ------------------               --------------        --------------
 <S>                                       <c>                <c>
  Current Assets                     $   51,934            $    3,892
  Total Assets                           51,934                 3,892
  Current Liabilities                    70,334                 3,321
  Stockholders' Equity                  (18,400)                  571

</TABLE>


                                 9

Liquidity and Capital Resources
-------------------------------
We expect our current cash in the bank of $38,108 at June 30, 2005, as
well as the proceeds of the sale of shares of our common stock in our
initial public offering, which closed subsequent to our fiscal year
end, in the approximate sum of $100,000, plus revenues we expect to derive
from business operations to satisfy cash requirements for business operations
for at least the next 12 months without having to raise additional funds or
seek bank loans.

We do not intend to purchase any significant property or equipment,
nor incur any significant changes in employees during the next 12
months.

Cash provided by financing activities for the year ended June 30, 2005
was $67,000, attributed to $7,000 for share subscriptions and $60,000 in
loans from unrelated third parties used to implement our business plans.
We intend to repay the loans in full from the proceeds of our initial
public offering, which was completed in August 2005.

There was no cash used in investing activities for the year ended June 30,
2005.

Our net loss for the year ended June 30, 2005 was $25,971. Net cash
provided by operating activities for the year ended June 30, 2005 were
$32,784, consisting of adjustments to reconcile net loss to net cash used by
operating activities of $2,833 for prepaid expenses and other; $10,993 for
inventory; $4,182 in accounts payable and accrued liabilities; and $2,831
in accrued interest payable.

Our auditors have expressed the opinion that in our current state,
there is substantial doubt about our ability to continue as a going
concern.

We anticipate no material commitments for capital expenditures in the
near term, other than continuing to purchase inventory for resale.
Management is not aware of any trend in its industry or capital resources,
which may have an impact on its income, revenue or income from operations.


Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements or contractual or commercial
commitments.


Item 7. Financial Statements.
-----------------------------
Following are our audited financial statements for the fiscal years ended
June 30, 2005 and 2004.

                                  10

















                       ALPHA MOTORSPORT, INC.

                  CONSOLIDATED FINANCIAL STATEMENTS




                      JUNE 30, 2005 AND 2004

                     (Stated in U.S. Dollars)























                                    11


                                                   MORGAN & COMPANY
                                                   Chartered Accountants


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Alpha Motorsport, Inc.

We have audited the accompanying consolidated balance sheets of Alpha
Motorsport, Inc. as at June 30, 2005 and 2004 and the related consolidated
statements of operations, cash flows, and stockholders' deficiency for the
year ended June 30, 2005 and for the period from April 28, 2004 (date of
inception) to June 30, 2004.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at June 30,
2005 and 2004 and the results of its operations and its cash flows for the
periods indicated in conformity with accounting principles generally accepted
in the United States.

The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no such
opinion.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company incurred a net
loss of $30,400 since inception, has not attained profitable operations and
is dependent upon obtaining adequate financing to fulfill its business
activities.  These factors raise substantial doubt that the Company will be
able to continue as a going concern.  Management's plans in regard to
these matters are also discussed in Note 1.  The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

Vancouver, Canada                         /s/ Morgan & Company
September 22, 2005                            Chartered Accountants

Tel(604)687-5041                          P.O. Box 10007 Pacific Centre
Fax(604)687-0075                          Suite 1488-700 West Georgia Street
www.morgan-cas.com                        Vancouver, B.C. V7Y 1A1

                               Member of
                                 ACPA
                              International

                                 12



<TABLE><CAPTION>
                          ALPHA MOTORSPORT, INC.

                        CONSOLIDATED BALANCE SHEETS
                         (Stated in U.S. Dollars)

                                             JUNE 30     JUNE 30
                                               2005        2004
                                           -----------   ---------

                                            <c>          <c>
ASSETS
------
Current
-------
Cash                                       $   38,108    $   3,892
Inventories                                    10,993            -
Prepaid expenses and other                      2,833            -
                                           ----------    ---------
                                           $   51,934    $   3,892
                                           ==========    =========
LIABILITIES
-----------
Current
-------
Accounts payable and accrued
liabilities                                $   7,503     $   3,321
Loan payable (Note 3)                         62,831             -
                                           ----------    ---------
                                              70,334         3,321
                                           ----------    ---------
STOCKHOLDERS' (DEFICIENCY) EQUITY
--------------------------------
Share Capital
-------------
Authorized:
75,000,000 common shares,
par value $0.001 per share

Issued and outstanding:
1,000,000 common shares                       1,000         1,000

Additional paid-in capital                    4,000         4,000

Share Subscriptions (Note 4)                  7,000         7,000

Deficit                                     (30,400)       (4,429)
                                           ----------    ---------
                                            (18,400)          571
                                           ----------    ---------
                                           $ 51,934      $  3,892
                                           ==========    =========
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                     13
<PAGE>

<TABLE><CAPTION>
                             ALPHA MOTORSPORT, INC.

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Stated in U.S. Dollars)


                                                    PERIOD FROM
                                                     INCEPTION
                                        YEAR         APRIL 28
                                        ENDED         2004 TO
                                       JUNE 30        JUNE 30
                                        2005            2004
                                    -----------------------------
<S>                                     <C>            <C>
Sales                               $  160,651      $        -
Cost Of Sales                         (134,704)              -
                                    -----------------------------
Gross Margin                            25,947               -
                                    -----------------------------
Expenses
--------
General and administration              12,575               -
Management fees (Note 5)                 7,202               -
Office and miscellaneous                20,171             126
Professional fees                       11,970           4,303
                                    -----------------------------
                                        51,918           4,429
                                    -----------------------------
Net Loss For The Period             $  (25,971)     $   (4,429)
                                    =============================

Basic And Diluted Loss Per Share    $    (0.03)     $    (0.01)
                                    =============================
Weighted Average Number Of Shares
Outstanding                          1,000,000       1,000,000
                                    =============================

</TABLE>

The accompanying notes are an integral part of the financial statements.







                                       14
<PAGE>

<TABLE><CAPTION>
                           ALPHA MOTORSPORT, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Stated in U.S. Dollars)

                                                    PERIOD FROM
                                                     INCEPTION
                                        YEAR         APRIL 28
                                        ENDED         2004 TO
                                       JUNE 30        JUNE 30
                                        2005            2004
                                    -----------------------------
<S>                                     <C>            <C>
Cash Flows From Operating
Activities
-------------------------
Net loss for the period             $  (25,971)     $  (4,429)

Adjustments To Reconcile Net Loss
To Net Cash Used By Operating
Activities:
  Prepaid expenses and other            (2,833)             -
  Inventories                          (10,993)             -
  Accounts payable and accrued
   liabilities                           4,182              -
  Accrued interest payable               2,831          3,321
                                    -----------------------------
                                       (32,784)        (1,108)
                                    -----------------------------
Cash Flows From Financing
Activities
-------------------------
Issuance of common stock                    -           5,000
Share subscriptions received             7,000              -
Loan payable                            60,000              -
                                    -----------------------------
                                        67,000          5,000
                                    -----------------------------
Increase In Cash                        34,216          3,892

Cash, Beginning Of Period                3,892              -
                                    -----------------------------
Cash, End Of Period                 $   38,108      $   3,892
                                    =============================
Supplementary Disclosure Of Cash
Flow Information
--------------------------------
Cash paid for:
  Interest                          $        -      $      -
  Income taxes                               -             -
                                    ==============================
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                 15
<PAGE>


<TABLE><CAPTION>


                         ALPHA MOTORSPORT, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

    PERIOD FROM DATE OF INCEPTION, APRIL 28, 2004, TO JUNE 30, 2004
                AND FOR THE YEAR ENDED JUNE 30, 2005
                      (Stated in U.S. Dollars)



                     COMMON STOCK
            -----------------------------
               NUMBER          ADDITIONAL
                 OF             PAID-IN       SHARE      ACCUMULATED
               SHARES   AMOUNT  CAPITAL   SUBSCRIPTIONS    DEFICIT     TOTAL
-----------------------------------------------------------------------------
<S>             <C>     <C>        <C>         <C>          <C>         <C>

Balance,
April 28,
2004 (Date
of incorpo-
ration)          -     $     -   $    -     $      -      $    -      $    -


April 28,
2004 - Shares
issued for
cash at
$0.005       1,000,000    1,000    4,000           -           -       5,000

Loss for
the period        -           -        -           -      (4,429)     (4,429)
-----------------------------------------------------------------------------

Balance,
June 30,
2004         1,000,000    1,000    4,000           -      (4,429)        571

Share
Subscriptions     -           -        -       7,000           -       7,000

Loss for
the year          -           -        -           -     (25,971)    (25,971)
-----------------------------------------------------------------------------

Balance,
June 30,
2005         1,000,000   $1,000   $4,000     $ 7,000    $(30,400)   $(18,400)
             ================================================================
</TABLE>









  The accompanying notes are an integral part of the financial statements.


                                  16


                           ALPHA MOTORSPORT, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           JUNE 30, 2005 and 2004
                          (Stated in U.S. Dollars)

1.  NATURE AND CONTINUANCE OF OPERATIONS

Alpha Motorsport, Inc. (the "Company") was incorporated in the State of
Nevada on April 28, 2004 and was in the development stage through September
30, 2004. The year ended June 30, 2005 is the first fiscal year during which
it is considered an operating company.

The Company operates a pre-owned vehicle automotive dealership and auto
detailing facility in British Columbia, Canada.

These consolidated financial statements have been prepared on a going concern
basis. At June 30, 2005, the Company has a working capital deficienty of $18,400
and has accumulated a deficit of $30,400 since inception. Its ability to
continue as a going concern is dependent upon the ability of the Company to
generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The outcome of these matters cannot
be predicted with any certainty at this time. These factors raise substantial
doubt that the Company will be able to continue as a going concern. Management
plans to continue to provide for the Company's capital needs during the year
by the issuance of common stock and related party advances. These consolidated
financial statements do not include any adjustments to the amounts and
classification of assets and liabilities that may be necessary should the
Company be unable to continue as a going concern.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States
of America.  Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of consolidated financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgement.  Actual results may vary from these
estimates.

The consolidated financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

a) Consolidated Financial Statements

The consolidated financial statements include the accounts of the Company
and its wholly-owned inactive Canadian subsidiary, Alpha Motorsport, Inc.
All inter-company transactions have been eliminated in consolidation.

                               17


                        ALPHA MOTORSPORT, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      JUNE 30, 2005 AND 2004
                      (Stated in U.S. Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)  Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses for the
reporting period.  Actual results could differ from these estimates.

c)  Inventories

Inventories of pre-owned vehicles are stated at the lower of cost or net
realizable value determined on a specific item basis.

d)  Revenue Recognition

The Company recognizes revenue when the earnings process is complete, as
evidenced by an agreement with the customer, transfer of title and acceptance,
and probable collectibility.

e)  Impairment of Long-Lived Assets

Capital assets are reviewed for impairment in accordance with SFAS No. 144
- "Accounting for the Impairment or Disposal of Long-Lived Assets", which was
adopted effective January 1, 2002. Under SFAS No. 144, these assets are tested
for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable.  An impairment charge is
recognized for the amount, if any, which the carrying value of the asset
exceeds the fair value.

f) Foreign Currency Translation

The Company's functional currency is in Canadian dollars as substantially
all of the Company's operations are in Canada.  The Company used the United
States dollar as its reporting currency for consistency with registrants of
the Securities and Exchange Commission ("SEC") and in accordance with the
SFAS No. 52 - "Foreign Currency Translation".

Assets and liabilities denominated in a foreign currency are translated at
the exchange rate in effect at the period end and capital accounts are
translated at historical rates.  Income statement accounts are translated
at the average rates of exchange prevailing during the period.

                                  18

                        ALPHA MOTORSPORT, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      JUNE 30, 2005 AND 2004
                     (Stated in U.S. Dollars)


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

f) Foreign Currency Translation (Continued)

Transactions undertaken in currencies other than the functional currency of
the entity are translated using the exchange rate in effect as of the
transaction date.  Any exchange gains and losses are included in other
items on the statement of operations.

g) Basic Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128 -
"Earnings Per Share".  Basic loss per share is computed using the weighted
average number of common stock outstanding during the period.  Diluted loss
per share is computed using the weighted average number of common and
potentially dilutive common stock outstanding during the period.  As the
Company generated net losses in the period presented, the basic and diluted
loss per share is the same, as any exercise of options or warrants would be
anti-dilutive.

h) Income Taxes

The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109 - "Accounting for Income Taxes".
This standard requires the use of an asset and liability approach for
financial accounting and reporting on income taxes.  If it is more likely
than not that some portion or all of a deferred tax asset will not be
realized, a valuation allowance is recognized.

i) Fair Value of Financial Instruments

The carrying value of the Company's financial instruments consisting of
cash, and accounts payable and accrued liabilities, approximate their
carrying value due to the short term maturity of such instruments.  Unless
otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from
these financial instruments.

j) New Accounting Standards

Management does not believe that any recently issued, but not yet
effective accounting standards if currently adopted, could have a material
effect on the accompanying financial statements.

                                 19



                           ALPHA MOTORSPORT, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       JUNE 30, 2005 AND 2004
                      (Stated in U.S. Dollars)


3.  LOAN PAYABLE

Loan payable is unsecured, bears interest at 6% per annum, and consists of
$40,000 of principal due on August 23, 2005, $20,000 of principal due on
November 1, 2005, and $2,831 of accrued interest payable.  If the loan and
accrued interest is not paid within 30 days of the due date, the Company will
be required to pay a late charge equal to 5% of the overdue payment.  At the
option of the holder, after the maturity date, or upon any default, the loan
will bear interest at 15% per annum.

Subsequent to June 30, 2005, the principal balance of $60,000 was repaid in
full.


4.  SHARE SUBSCRIPTIONS

During the year, the Company received $7,000 in share subscriptions.  On
August 5, 2005, a total of 2,000,000 common shares were issued at $0.05 per
share.


5.  RELATED PARTY TRANSACTIONS

The President of the Company provides management services to the Company.
During the year ended June 30, 2005, the Company incurred $7,202 (2004 -
$Nil) for management services, which were charged to operations.


6.  INCOME TAXES

The following table summarizes the significant components of the Company's
deferred tax assets:

                                          2005               2004
				      -------------------------------
Statutory tax rate                        35%                35%
				      -------------------------------
Deferred tax assets
  Non-capital loss carryforward        $ 10,600	          $ 1,550
  Less:  Valuation allowance            (10,600)           (1,550)
				      -------------------------------
                                       $      -           $     -
                                      ===============================

The amount taken into income as deferred tax assets must reflect that
portion of the income tax loss carryforwards that is likely to be
realized from future operations.  The Company has chosen to provide an
allowance of 100% against all available income tax loss carryforwards,
regardless of their time of expiry.



                              20



                      ALPHA MOTORSPORT, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       JUNE 30, 2005 AND 2004
                      (Stated in U.S. Dollars)


6.  INCOME TAXES (Continued)

No provision for income taxes has been provided for in these financial
statements due to the net loss.  At June 30, 2005, the Company has net
operating loss carryforwards, which expire commencing in 2024, totaling
approximately $30,000, the benefit of which has not been recorded in the
financial statements.


7.  COMPARATIVE FIGURES

Certain of the comparative figures have been reclassified to conform with
the current year's presentation.


Item 8. Disagreements with Accountants on Accounting and
        Financial Disclosures
--------------------------------------------------------
There have been no disagreements with our accountants on accounting
or other financial disclosures; Morgan & Company Chartered Accountants, have
been our only accounting firm since inception.



























                                 21


Item 8a. Accounting Controls and Procedures
-------------------------------------------
Accounting Policies
-------------------
The financial statements included herein have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Management believes the disclosures made are adequate to make the
information not misleading. The financial statements and accompanying
notes are prepared in accordance with generally accepted accounting
principles. Preparing financial statements requires Management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These estimates and
assumptions are affected by Management's application of accounting
policies. These important accounting policies include the successful
efforts method of accounting for property and equipment, revenue
recognition, accounting for income taxes and foreign currency
translation.

Management maintains disclosure controls and procedures designed to
ensure that we are able to timely collect the information we are
required to disclose in our reports filed with the U.S. Securities
and Exchange Commission. Within the 90 days prior to the date of this
annual report, we performed an evaluation, under the supervision and
with the participation of our Management, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14. Based upon the evaluation, our Principal
Executive Officer and Principal Accounting Officer concluded that the
current disclosure controls are effective in timely alerting us to any
material information required to be included in our periodic SEC
filings.

We also maintain a system of internal controls designed to provide
reasonable assurance that (i) transactions are executed in accordance
with Management's general and specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements
in conformity with generally accepted accounting principles and to
maintain accountability for assets; (ii) access to assets is permitted
only in accordance with Management's general or specific authorization;
and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. We believe that our internal
controls are effective to provide reasonable assurance that our
financial statements are fairly presented in conformity with generally
accepted accounting principals. Since our most recent evaluation,
there have been no changes in our internal controls or in other
factors that could significantly affect our internal controls, nor
were any corrective actions required with regard to significant
deficiencies and material weaknesses.

                              PART III
                              ========

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------------------------
The following table sets forth the names, positions and ages of
the executive officers and directors. Directors are elected at
the annual meeting of stockholders and serve for one year or
until their successors are elected and qualify. Officers are
elected by the Board of Directors and their terms of office are,
except to the extent governed by employment contract, at the
discretion of the Board of Directors.

                              22


<TABLE><CAPTION>
Name                        Age             Position(s)
----                        ---             -----------
<S>                         <C>                <C>

Vincent Markovitch (1)(2)     30            President, CEO, Secretary
240  12th Street                            and Chairman of the Board
New Westminster, BC                         of Directors
Canada  V3M 4H2

John Markovitch (1)           28            Treasurer, CFO, Principal
240  12th Street                            Accounting Officer and
New Westminster, BC                         Director
Canada  V3M 4H2

John Markovitch Sr. (1)       56            Director
240 12th Street
New Westminster, BC
Canada  V3M 4H2

Kristian Kostovski            35            Director
240 12th Street
New Westminster, BC
Canada  V3M 4H2

</TABLE>

(1) Vincent and John Markovitch are brothers and are sons of John
 Markovitch Sr.

(2) Vincent Markovitch is the sole officer and director of Alpha Motorsport
    Inc., a British Columbia corporation and our wholly-owned operating
    subsidiary.

Each of the persons named above have held their offices/positions
since inception and are expected to hold said offices/positions
until the next annual meeting of stockholders.

Background of Officers and Directors
------------------------------------
Vincent Markovitch has been the President, CEO, Secretary and a Director
of our company since inception. From March 1999 to April 2004, he
was a self-employed automobile wholesaler in Vancouver, BC, Canada.  As
such, he purchased used vehicles, reconditioned and sold them.  From
November 1997 to March 1999, he was a salesman at Autowise Autosales in
Vancouver, BC, Canada. Mr. Markovitch has been involved in the wholesaling
and retailing of vehicles since 1990. In May 2004, he received his Auto
Dealers sales certificate in Vancouver, BC, Canada. Vincent Markovitch
devotes full time to our business.

John Markovitch Jr. has been the Treasurer, CFO, Principal Accounting
Officer and a Director of our company since inception. From January 2004
to the present, he has been working at the Pacific National Exhibition in
Vancouver, BC as a parking foreman.  His duties include overlooking parking
attendants, as well as supervising breaks and schedules. From February 2003
to January 2004, he was a new vehicle inspector at Annacis Auto Terminals,
a stream line company, located in Vancouver B.C. Canada. From February 1997
to December 2002, he was employed by Pacific Blue Cross, a ministry of
social services, in Burnaby B.C. Canada. John Markovitch Jr. completed his
essentials of marketing, marketing communication, and his trade and consumer
marketing certificates at British Columbia Institute Of Technology in
Burnaby B.C. Canada in 2003. John Markovitch Jr. devotes approximately 20
hours per week to our business.

John Markovitch Sr. has been a Director of our company since inception.
For the past 23 years, John Markovitch Sr. has been a self employed
automobile salesman  in the city of Burnaby B.C. Canada. During that time,
he has owned three different used vehicle lots in British Columbia. He was a
key partner in bringing the first Hyundai dealership to the city of
Vancouver B.C. in 1984. He was top salesperson at that dealership from 1984
until it was sold in 1987. John Markovitch Sr. devotes approximately 20
hours per week to our business.

Kristian Kostovski has been a Director of our company since May 20, 2005.
From July 2001 to the present, Mr. Kostovski has worked as a manager of
Hit Casino in Dojran, Macedonia.  Mr. Kostovski is currently enrolled
in the second year at the American College of Thessaloniki in
Thessaloniki, Greece, pursuing a Bachelor of International Business
Degree.  He intends to devote his time as required to our business.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than
ten percent of our Common Stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes of ownership of our Common Stock. Officers, directors and
greater than ten percent stockholders are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge, during the year ended December 31,
2004, all Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were
complied with. In making these disclosures, we have relied solely on
a review of the copies of such reports furnished to us and written
representations by our directors, executive officers and greater
than ten percent stockholders.

                             23

Code of Ethics
--------------
At this time, we have not adopted a formal Code of Ethics that applies
to the Chief Executive Officer and Chief Financial Officer.  We expect
to adopt a formal Code of Ethics sometime during the current year. We
have, however, followed an informal Code of Ethics requiring Board of
Director approval of any material transaction involving our Chief
Executive Officer and/or Chief Financial Officer. We believe this
procedure reasonably deters material wrongdoing and promotes honest and
ethical conduct from our executive officers.

Item 10.  Executive Compensation
--------------------------------
Currently, none of our officers and/or directors are being compensated for
their services during the development stage of our business operations. Once
our lot is open, generating positive cash flow of at least $3,200 per
month, we will begin paying our officers and directors compensation as
follows:

<TABLE><CAPTION>
<S>                                    <C>
John Markovitch, Sr.                $800/mo. base salary + 35% of profit
                                    on any vehicle sold

John Markovitch Jr.                 $800/mo. base salary + 35% of profit
                                    on any vehicle sold

Vince Markovitch                    $1,600/mo. base salary + 35% of profit
                                    on any vehicle sold
</TABLE>
In addition, we have hired a wholesale sales agent, Kel Phillips, an
unrelated third party  who is currently searching for vehicles to include
in our initial inventory. Our wholesale sales agent will be paid on a
commission only basis, equal to 45% of the profits on any vehicle sold  that
we acquired through his referral. We do not have any written agreement with
Mr. Phillips for his services.

The officers and directors are currently reimbursed for any out-of-pocket
expenses they incur on our behalf. We do not currently have any benefits,
such as health insurance, life insurance or any other benefits available to
our employees. None of our officers, directors or employees are party to any
employment agreements.

<TABLE><CAPTION>
----------------------------------------------------------------------
                  SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------
                             Annual Compensation     Long-Term Comp.
                                            Other    Awards    Payouts
Name and                                    Annual
Position(s)            Year  Salary  Bonus  Comp.
----------------------------------------------------------------------

                     <c>  <c>      <c>    <c>       <c>      <c>

Vincent Markovitch (1)  2004  None   None   None      None      None
President, CEO and      2005  None   None   None      None      None
Secretary

John Markovitch Jr.     2004  None   None   None      None      None
Treasurer, CFO and      2005  None   None   None      None      None
Principal Accounting
Officer

John Markovitch Sr.     2004  None   None   None      None      None
Director                2005  None   None   None      None      None

Kristian Kostovski      2005  None   None   None      None      None
Director
--------------------------------------------------------------------
</TABLE>

(1) We entered into a verbal Management Agreement with Vincent Markovitch
and paid him a total of $7,202 in management fees for the year ended
June 30, 2005.



                             24


Employment Agreements
---------------------
The officers and directors are not currently party to any employment
agreements and we do not presently have any pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans;
however, it may adopt such plans in the future. There are presently
no personal benefits available to directors, officers or employees.


ITEM 11. Security Ownership of Certain Beneficial Owners and
         Management
------------------------------------------------------------
The following table sets forth certain information regarding Common
Stock beneficially owned on the date of this filing for (i) each
shareholder known by us to be the beneficial owner of five (5%)
percent or more of our issued and outstanding Common Stock, (ii)
each executive officers and directors, and (iii) all executive
officers and directors as a group. As of the date of the filing of
this registration statement, there were 1,000,000 shares of our
Common Stock issued and outstanding.

<TABLE><CAPTION>
Name and Address         Amount and Nature of
 of Beneficial                Beneficial            Percent of
   Owner                   Ownership                  Class
----------------        ---------------------       ----------
<S>                            <C>                    <C>

Vincent Markovitch           1,000,000                33%
4232 Burke Street
Burnaby, BC, Canada V5H 1B4
-------------------------
All Officers and
Directors as a Group         1,000,000                33%
</TABLE>


All shares of our wholly-owned Canadian subsidiary, Alpha Motorsport, Inc.
are owned by Alpha Motorsport, Inc., a Nevada corporation.

There are currently no options, warrants, rights or other securities
conversion privileges granted to our officers, directors or beneficial
owners and no plans to issue any such rights in the future.

Changes in Control
------------------
There are no arrangements known to us, the operation of which may at
a subsequent date result in a change of control of our company.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------
We entered into a verbal Management Agreement with Vincent Markovitch
and paid him a total of $7,202 in management fees for the year ended
June 30, 2005.

We do not have any other related transactions and have not yet formulated a
policy for the resolution of any related transaction conflicts, should they
arise.

Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------
(a) 1 & 2.  Financial Statements. See Item 7 in Part II; the financial
statements required to be filed herein are contained in that section in
their entirety.

(a) 3.  The following exhibits, marked with an asterisk and required to be
filed hereunder, are incorporated herein by reference and can be found in
their entirety in our original Form SB-2 Registration Statement, filed under
our SEC File No. 333-119930, on the SEC website at www.sec.gov:

<TABLE><CAPTION>

             <c>
Exhibit No.     Description
----------      -----------
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
  31.1          Sec. 302 Certification of Chief Executive Officer
  31.2          Sec. 302 Certification of Principal Financial Officer
  32.1          Sec. 906 Certification of Chief Executive Officer
  32.2          Sec. 906 Certification of Principal Financial Officer

</TABLE>

(b) There was one report on Form 8-K filed for the year ended June
30, 2004 to add an additional director to our Board in May 2005. The report
can be found in its entirety on the SEC website at www.sec.gov under our
SEC File Number 333-119930.

                          25


Item 14. Principal Accountant Fees and Services
-----------------------------------------------

Audit Fees
----------
The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements
for the year ended June 30, 2005 were $2,000 and the review for the
financial statements included in our quarterly reports on Form 10-QSB during
the year then ended, were $3,440.

Audit Related Fees
------------------
We incurred no fees for the year ended June 30, 2005 for assurance and
related services by our principal accountant that were reasonably related to
the performance of the audit or review of our financial statements, and not
reported under Audit Fees above.

Tax Fees
--------
The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice, and tax planning
for the year ended June 30, 2005 were $Nil.

All Other Fees
--------------
We incurred no other fees during the year ended June 30, 2005 for products
and services rendered by our principal accountant.



                              SIGNATURES
                              ----------
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                 Alpha Motorsport, Inc., Registrant

October 14, 2005                By: /s/ Vincent Markovitch
                                 ------------------------------------
                                 Vincent Markovitch, President, CEO,
                                 Secretary and Chairman of the Board


October 14, 2005                By: /s/ John Markovitch, Jr.
                                 --------------------------------------
                                 John Markovitch, Jr., Treasurer, Chief
                                 Financial Officer, Principal Accounting
                                 Officer and Director


October 14, 2005                By: /s/ John Markovitch, Sr.
                                 -----------------------------------------
                                 John Markovitch, Sr., Director


In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

                                 Alpha Motorsport, Inc., Registrant

October 14, 2005                By: /s/ Vincent Markovitch
                                 ------------------------------------
                                 Vincent Markovitch, President, CEO,
                                 Secretary and Chairman of the Board


October 14, 2005                By: /s/ John Markovitch, Jr.
                                 --------------------------------------
                                 John Markovitch, Jr., Treasurer, Chief
                                 Financial Officer, Principal Accounting
                                 Officer and Director

October 14, 2005                By: /s/ John Markovitch, Sr.
                                 -----------------------------------------
                                 John Markovitch, Sr., Director


                                  26