SecProbe.io

February 3, 2011
 Ralph Montrone Chief Executive Officer TrailOne, Inc. 1844 South West
Salt Lake City, UT 84104

Re: TrailOne, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed on January 21, 2011
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your responses to the co mments in our letter dated December 20, 2010
and have the following additional comments.
 Prospectus Summary, page 1

 General Introduction, page 1

1. Please revise your disclosure to explain how  you intend to market  to the wholesale
market when your product appears to be “m ade to order to each specific customer’s
wants and desires with an individualized custom look.”  Please also advise how you
intend to market to the wholesale market  when you will not produce any license plate
tags until you have sold the product to an end user.
2. We note your response to our prior comment six and reissue our comment in part.  Please
revise to indicate the amount of time that your present capital will last at this rate here
and on pages 15, 20 and 21.  In addition, pl ease clarify whether you are providing a
monthly burn rate.  In this re gard we note your disclosure th at “[t]his includes a three
month burn.”  Also revise for consistency your disclosure on page 15 and pages 20 and
21 where you state that your monthly burn rate is $1,000 and $4,000, respectively.

3. We note your response to our prior comment seven and reissue our comment in part.
Please clarify whether you are currently develo ping the product or marketing the product.
If you have not developed the product yet,  please explain how you are marketing it.
Please also advise as to your plans to obtain the materials su ch as the minerals and gems
that you will use on th e license plate tags.

Ralph Montrone Trailone, Inc. February 3, 2011 Page 2

Business Development, page 1

4. Please provide consistent disclosu re regarding your marketing e fforts.  In this regard, we
note your disclosure on page 2 that you have “commenced the marketing of one license
plate tag[s] for sale to th e general public” and that you are not “offering the product to
anyone at this time.”
Subsequent Sales Strategy, page 1

5. We note your response to our prior comment ei ght.  Please revise the first paragraph of
this section to remove all marketing language.  We note, for example, “our product offers
a very high rate of exclusivity,” “high end au tomobile enthusiast,” “high end retailers,”
“high end catalog companies that cater specifi cally to the elite/rich & famous clientele,”
“our product to be distinguished, exclusive a nd refined” and “[o]ur product is intended to
add the ultimate in personalized  ‘Bling’ to any automobile.”

6. Please revise to delete references to NFL, NBA, MLB, NHL, NASCAR, NHRA, FIA
(Formula One) and various car manufacturers,  such as Porsche, Bentley, and others, on
pages 1, 15, and 24.
7. Please advise whether you have any agreements  in place to advertise with the companies
discussed in this section.  If  so, please file these agreem ents as exhibits to your
registration statement.  If not, please re move references to specific companies.
 Risk Factors, page 5

If We Do not Obtain Additional Financing, page 5

8. We note your response to our prior comment  12.  However, please provide the total
amount of financing you will require and clar ify whether you have provided annual cost
estimates here and on page 8.  In this regar d, we note your disclosure on page 15 that the
development of relationships with strategi c business partners al one will cost $10,000.
Additionally, please revise to clarify whether you have any agreements in place with Mr.
Montrone to provide  this financing.

Special Note Regarding Forwar d-Looking Statements, page 10

9. We note your response to our prior comment 14 and reissue our comment.  You refer in
this section to the expected impact of a Shar e Exchange that is not otherwise discussed in
the prospectus.  Please revise or advise.

Ralph Montrone Trailone, Inc. February 3, 2011 Page 3

Use of Proceeds, page 11

10. We note your response to our prior comment 15 and reissue our comment.  Please revise
to clarify how you intend to pay the rema ining $2,500 to cover your fees, costs, and
expenses of this offering.
11. We note your response to our prior comment 16.  You continue to refer to an “investment
agreement” with the selling security hol der on page 11.  Please advise or revise.

Management’s Discussion and Analysis of Fina ncial Condition and Result of Operations, page
14
 12. We note your response to our prior comment 18 and the revised disclosure on page 15.
Please further revise to disc uss in greater detail how you in tend to obtain any additional
funds needed to finance the start-up of operatio ns.  In this regard, refer to page 20 where
your disclosure appears to indicate that you will require $75,000 to begin operations.
Your plan of operation should provide a more detailed discussion of your plan for raising
this additional capital including each step re quired as well as any contingencies in the
raising of the capital.

General Overview; Nature of Business, page 14

13. Please revise your disclosure to include th e estimated sales pri ce for your product.

14. We note your disclosure on page 15 that you are currently accrui ng salaries for your
officers and directors.  We al so note your disclosure in the first full paragraph on page 19
that you may have to reduce expenses, in cluding officer’s compensation, if you are
unable to achieve profitable operations in th e near term.  These statements appear to
conflict with your disclosures on pages 26, 28 and 29 which indicate that you are not
paying any salaries at this time and do not have any current intention of paying any
salaries.  Please advise or  revise for consistency.

15. While we note your response to our prior co mment 25, it still appears that you have
disclosure indicating that you will provide se rvices.  We note your disclosure that you
intend to “put [your] service on internet ” on pages 15 and 20, “cash expected to be
generated from services” on page 19 and that you anticipate receiving “services-
generated income” on page 20.  Please revise  your disclosure on pages 15, 19 and 20 and
elsewhere as applicable to clarify that you do not provide  any services or advise.
 Plan of Operation, page 21

16. We note your response to our prior comment 22 and reissue our comment.  Please revise
significantly your plan of opera tion and MD&A sections to discuss your detailed plan to
become operational and through to revenue ge neration.  This disc ussion should include

Ralph Montrone Trailone, Inc. February 3, 2011 Page 4

each specific step you intend to take toward this goal and describe your intended sources
and uses of funds, providing timeframes and quantified estimates of these amounts for
each step.
17. While we note your response to our prior comme nt 24, it appears that  the disclosure in
the notes to your financial statements on page F-6 still indicate that your products will be
available in “USDM (American); JOM (Japanese); EURO (European) and AU
(Australian) dimensi ons.”  Please advise.

18. We note your disclosure in this  section that most of your e xpenses are anticipated to be
the costs associated with being a public company and your marketing costs will be minimal.  We also note your  disclosure that you estimate your capital requirements for
the next six months to be in the ra nge of $24,000 to $30,000.  Similar disclosure
regarding this range of $24,000 to $30,000 appears on page 20.  This appears to conflict
with your disclosure on page 20 that your esti mated costs over the next six months are
$6,000 to $15,000 for marketing and your direct  sales program and $9,000 to maintain
reporting status.  Please re vise your disclosure for consistency or advise.
 Description of Business, page 21

Description of Products, page 23

19. We note your response to our prior comment  27.  Please expand your description to
explain what makes your product “unique and individual.”

20. We note your response to our prior comment 28 and reissue our comment.  Please expand
your disclosure to clarify your statement that  you own “all the rights to the specifications
for the automobile license plate tag.”  Revi se your registration statement to disclose
whether you registered any trademarks, patent s or hold other intelle ctual property rights.
 Experienced Management, page 26

21. Please delete the term “successful track r ecord of its management” or please provide
support for this statement.
 Performance, page 26

22. Please provide support for your belief that your “ability to provide quality tags, service
performance and service consistency is one of [your] key advantages” or please delete
this statement.

Ralph Montrone Trailone, Inc. February 3, 2011 Page 5

Niche Industry, page 26

23. We note your response to our prior comment 30 and reissue our comment.  It is unclear
from your disclosure what your niche is.  Please revise your di sclosure to provide
sufficient information about the niche market within your industry or advise.  In addition, please provide support for your statements that “no one else makes anything even close to
our product” and your product is “geared only to those who can afford to be extravagant
in showing off their vehicles in a way that most people are unable to do and thus have a
market unto ourselves” or please delete.
Employees, page 26

24. We note your response to our prior comment 31.  You continue to state on pages 2 and 22
that you have two employees.  Please revise or advise.
25. We note your response to our prior comment 32.  Please advise as to what will be
considered “sufficient funding” for Mr. Mont rone to begin to devote 40 hours per week
to your company.
 Interest of Management and Others  in Certain Transactions, page 30

26. We note your response to our prior comment  35 and reissue our comment.  Please
provide the disclosure require d by Item 404(a) for the “transaction described above” in
this section.
Report of the Independent Registered  Public Accounting Firm, page F-1

27. Please tell us the reason why the date of the independent accounting firm’s report was
changed from November 23, 2010 to January 20, 2011.
Part II

 Item 17.  Undertakings, page II-2

28. We note your response to our prior comment 36 and reissue our comment.  It does not
appear that you are conducti ng an underwritten offering.  Please remove the first
paragraph in this section becau se it does not appear to apply to your offering or advise.
 Exhibit 5.1

29. We note your response to our prior comment 37 and reissue our comment.  Please revise
the legal opinion to reference “Form S-1 filed on November 23, 2010, as amended.”

30. Please revise your opinion to provide th e correct address fo r TrailOne, Inc.

Ralph Montrone Trailone, Inc. February 3, 2011 Page 6

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 You may contact Patrick Kuhn at (202) 551-3308 or Lynwood Shenk at (202) 551-3380
if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya Bryan at (202) 551- 3601 or me at (202) 551-3574 with any other
questions.
Sincerely,

Julie F. Rizzo Attorney-Advisor
 cc (via fax): Leo J. Moriarty   (714) 316-1306