SecProbe.io

March 30, 2011

Ralph Montrone Chief Executive Officer Trail One, Inc.
1844 South West
Salt Lake City, UT 84104
Re: Trail One, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed on March 16, 2011
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your responses to the comm ents in our letter dated February 3, 2011
and have the following additional comments.
 General

1. Please revise to include pages 1 through 5 as  your page numbers currently begin on page
6.  In addition, please update th e reference to the risk fact ors section on the prospectus
cover page.
Registration Statement Cover Page

 Calculation of Registration Fee Table

2. It appears that the Amount of Registration Fee of $.45 was calculated using a different
rate than the rate of $71.30 per million dollars th at was in effect at th e time of the initial
filing of this registration stat ement.  Please advise or revise your fee table accordingly.

3. Additionally, it appears that you are determining the regist ration fee pursuant to Rule
457(a) as opposed to Rule 457(o).  Please advi se or revise your fee table accordingly.
 Prospectus Summary, page 6

 General Introduction, page 6

4. We note your response to our prior comment one and reissue our comment in part.
Please 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.  In addition,

Ralph Montrone Trail One, Inc.
March 30, 2011 Page 2

please clarify what product will actually be sold to the wholesale customers and at what price.

5. We note your response to our prior comment tw o and reissue our comment in part.  You
disclose on pages 6, 22 and 28 th at your monthly burn rate is  $1,000.  We also note your
disclosure on pages 6, 15, and 27 where you state that your monthl y burn rate is $43,958
during the first fiscal year, 10,000 during six months, and $4,000 per month, respectively.  Please revise your disclosure for consistency or advise.

6. We note your disclosure in the third to last paragraph of this section that you plan to raise
capital to fund your business through equity secu rity sales.  This di sclosure appears to
conflict with your disclosure in the last paragraph of th e Business Development section
that you plan to raise money through debt inst ruments or private financing.  Please advise
or revise your disclosure for consistency he re and elsewhere in th e registration statement
as applicable.  Additionally, please revise your  disclosure to clarify that there is no
guarantee you will be able to raise funds thr ough equity security sales and that you have
no agreements in place to raise money through de bt instruments or private financing here
and throughout your registrati on statement as applicable.
 Business
Develop ment, page 7
  Subsequent Sales Strategy, page 7

7. We note your response to our prior comment five and reissue our comment in part.
Please revise the first paragraph of this se ction to remove all marketing language.  We
note, for example, “our product offers a very high rate of exclusivity,” “high end automobile enthusiast, including middle to high income earning individuals in the public
section,” “high end retailers,” “high end catal og companies that cater specifically to the
elite/rich & famous clientel e,” and “our product to be distinguished, exclusive and
refined.”  Please revise similar disc losure on pages 23 and 32 of your filing.

8. We note your response to our prior comment seven.  Because you state that you have no
agreements in place to advertise with SE MA, International Auto Show, World of
Wheels–Indianapolis, or DUB Auto Show T our, please remove references to these
entities on pages 7, 23 and 32.
Risk Factors, page 8

9. Please revise the second sentence of th is paragraph to clarify which risks and
uncertainties are “described below” and the th ird sentence of this section to clarify “any
of the following risks.”  Additi onally, please revise the last sentence of this section to
clarify that all known material risks are discussed in the Risk Factors section.

Ralph Montrone Trail One, Inc.
March 30, 2011 Page 3

Risk Factors, page 11

We Require Additional Capital Which We May Be Unable To Raise, page 11

10. We note your response to our prior comment ei ght.  Please also reconcile your disclosure
here that you will require approximately $95,000 with your disclosure in the Prospectus
Summary, Management’s Discu ssion and Analysis of Financial Condition and Results of
Operations and Plan of Operation secti ons that you will require $75,000 in funds.
Additionally, please clarify where you accounted  for the cost of $10,000 for development
of relationships with strategic business pa rtners that appears on page 15.  Similarly,
revise your disclosure to clarify what is included in “r egulatory processes” and disclose
the applicable cost or advise.
11. We note your disclosure in this risk fact or that you have spent approximately $18,000
through December 31, 2010 and in the eighth paragraph on page 29 that you estimate the costs to register the 8,000,000 shares of common stock at  $18,000.  We also note your
disclosure in the Operating E xpenses paragraph on page 25 an d the last full paragraph on
page 26 in which it appears you have spent more than $18,000 through December 31, 2010.  Please advise or revise your disclosure for consistency.

12. Please also revise this risk factor to clarify whether you ha ve any agreements in place
with any investment bankers or potential i nvestors to provide you with any financing.
Additionally, please revise your disclosure to explain what is meant by negotiating “the
best transaction possible.”

In the event that we issue conve rtible preferred stock, page 12

13. Please revise this risk factor to place the title in all capital letters to conform with the
titles of the other risk factors in  this section.  Additionally, pleas e revise this risk factor to
state that, if true, substantia l dilution can occur to existing shareholders if convertible
debentures are issued without a limit on th e number of shares that can be issued upon
conversion and the price of your common stock decreases.
 Special Note Regarding Forward-Looking Statements, page 17

14. While we note your response to our prior comme nt nine, it still appears that there is
disclosure in this section th at is not applicable to your filing.  We note, for example,
“information contained in this report, including in the documents incorporated by
reference into this report,” “their management ’s expectations,” “in this report,” “potential
effects on the parties and the transaction” and “beyond the parties’ control.”  Please
revise or advise.

Ralph Montrone Trail One, Inc.
March 30, 2011 Page 4

Management’s Discussion and Analysis of Financial Condition and Result of Operations, page
21
 General Overview; Nature of Business, page 21

15. We note your response to our prior comment  14.  However, please also revise your
disclosure on page 26 that you may have to reduce expenses, including officer’s
compensation, if you are unable to achieve prof itable operations in the near term.

16. While we note your response to our prior co mment 15, it still appears that you have
disclosure indicating that you will provide se rvices.  Please revise your disclosure on
pages 14, 22 and 27 to delete references to “s ervices” or advise.  Pl ease also revise your
disclosure on page 14 to clarify what is  meant by “approved adve rtising applicants.”

17. We note your disclosure in the sixth paragra ph of this section that you will provide an
internet site in March 2011 for customers to purchase automobile license plate tags.  Please revise your disclosure to upd ate the status of this website.
 Results of Operations, page 25

Interest Expenses, page 25

18. We note your disclosure that you have paid $13 in interest on loans received from Mr.
Montrone.  Please advise whet her you have a written agreement, such as a promissory
note, in place with Mr. Montrone  for this loan and the amount of interest to be paid upon
this loan.  If so, please file this agreement as an exhibit to your registration statement.

Liquidity and Capital Resources, page 26
 Satisfaction of Our Cash Obligations for the Next Twelve Months, page 28

19. Please revise the first paragraph of this secti on to provide your cash balance as of a more
recent date than November 30, 2009.
 Plan of Operation, page 29

20. We note your response to our prior comment 16 and reissue our comment.  Please revise
your plan of operation section to include th e description of your business plan that
currently appears in the description of bus iness section on page 30.  In addition, please
describe your plan of operation in more deta il here and in the Management’s Discussion
and Analysis of Financial Condition and Results of Operations section.  For example, please revise to indicate when you plan to begin producing the tags.  In doing this, discuss each specific step you intend to take to begin producing the tags and your
intended sources and uses of funds.  Provide timeframes and quantified estimates of these

Ralph Montrone Trail One, Inc.
March 30, 2011 Page 5

amounts for each step in producing the tags  and discuss what marketing methods you
intend to focus on.  Also indicate what your pr iorities in the use of funds are if you do not
obtain the full amount required to finance your operations.
 21. While we note your response to our prior co mment 18, please revise  your disclosure on
page 29 to clarify how the $24,000 to $30,000 cost estimate is calculated.  Please also
revise your disclosure on pages 22 and 29 to delete statements that your marketing costs
will be minimal or advise.
Subsequent Sales Strategy, page 32

22. Please revise the last paragraph of this s ection to provide your wo rking capital as of
December 31, 2010.  Additionally, please revise this paragraph to clarify that, of the
entire $75,000 of additional capital you will seek, only $35,000 initially will be used for
marketing materials or advise.
 Experienced Management, page 33

23. We note your response to our prior comment 21 and reissue.  Please delete the term
“successful track record of its management” or please provide support for this statement.
 Niche Industry, page 34

24. We note your response to our prior comment 23 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 34

25. We note your response to our prior comme nt 25.  Please revise your registration
statement to disclose what will be consider ed “sufficient funding” for Mr. Montrone to
begin to devote 40 hours per week to your comp any.  Please also revise your registration
statement to disclose what salary Mr. Montrone will receive once he  begins to devote 40
hours per week to your company.  In this regard we note your disclosure in the first full paragraph on page 37 that you will not pay any compensation until your operations generate sufficient cash flow.

Ralph Montrone Trail One, Inc.
March 30, 2011 Page 6

Interest of Management and Others  in Certain Transactions, page 38

26. We note your response to our prior comment  26 and reissue our comment.  Please
provide the disclosure requi red by Item 404(a) of Regula tion S-K for the “transaction
described above” in this section.  If there were no transactio ns, please delete the reference
to the “transaction described above” from this section.
 Exhibit 5.1

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

28. We note your response to our prior comment 30 and reissue.  Pleas e revise your opinion
to provide the correct address for Trail One, Inc.

29. Please also revise the RE: line of the opinion to refer to the current amendment to the
registration statement and confirm you will update this line with each future amendment filed to this registrati on statement or advise.

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 disclosure, 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

Ralph Montrone Trail One, Inc. March 30, 2011 Page 7

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 the 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