SecProbe.io

September 26, 201 2

Via E -mail
John Goodhew
President and Chief Executive Officer
Bespoke Tricycles Inc.
145-147 St. John Street
London, United Kingdom EC1V 4PW

Re: Bespoke Tricycles Inc.
Registration Statement on Form S-1
Filed September 4 , 2012
File No. 333 -183710

Dear Mr. Goodhew :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so  we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please revise throughout to  clarify that Mr. Goodhew  is the sole officer and director. We
note references throughout your filing to y our “officers” and “directors.”

2. Since you appear to qualify as an "emerging growth company," as defined in the
Jumpstart Our Business Startups Act, p lease disclose on your prospectus cover page that
you are an emerging growth company and revise your prospectus to:

 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you,  such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transi tion period for complying

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 2

 with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with
new or revised accounting s tandards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply t o private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a similar statement in your critical
accountin g policy disclosure.

In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

3. We are unclear whether your operations are conducted in the United Kingdom.   If they
are, please tell us if the independent registered public accounting firm performed the
audit of the Company’s financial statements using its own employees or whether it re lied
on the work of another firm or by using the work of assistants engaged from outside of
the firm.   Please tell us whether the audit of the Company’s financial statements was
completed by personnel from the firm Silberstein Ungar, PLLC or by using the w ork of
other auditors or outside assistants. Furthermore, if the audit was completed using the
work of other auditors or outside assistants, please explain how the independent
registered accounting firm complied with the guidance outlined in Staff Audit Pr actice
Alert No. 6 issued by the Public Company Accounting Oversight Board on July 12, 2010.
We may have further comment upon reviewing your response.

Summary , page 5
4. Please provide a brief description of your vending tricycles in the summary so investors  can
have a better understanding of the use and purpose of your product.

5. Please revise to include your revenues and net  income  as of the most recent audited period
and interim stub.  In addition, disclose your monthly "burn rate," how long your present
capital will last at that rate, and an estimate of the amount of funds needed to accomplish
your business goals.  Please also disclose your current cash balance on hand as of the most
recent practicable date and update that with any subsequent amendment.

The Offering, page 6

6. Please revise to clarify here and throughout that there is no guarantee that your common
stock will ever be quoted on the OTC Bulletin Board.

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 3

 Risk Factors, page 7

7. We note your disclosure that the “risks and uncertainties describe d below are not the only
ones that impact on our operation and business.”  Please revise this section to clarify that
you have discussed all known material risks.

8. Please include appropriate risk factor disclosure regarding conducting a best efforts
offeri ng with no minimum as a company in need of significant  additional financing , and
also discuss and quantify the amount of additional funds your require to develop your
business.

9. Please revise to add risk factors that discuss the risks of having a sole director and officer,
including the risk that, because your sole executive officer occupies all corporate
positions, it may not be possible to have adequate internal controls and that, because the
sole director and officer will determine his salary and per quisites, you may not have
funds available for  net income or explain why such risk factors are not necessary.

10. Please revise the first risk factor on page eight to add a bullet for the risk/need to secure
adequate financing to accomplish the items listed in the other bullets.

11. Consistent  with your disclosure on pages F -7 and 34, please add a risk factor to discuss
the other business activities of your sole officer and director, Mr. Goodhew , and the
potential conflict of interests that exists in relation to  those other activities. Please also
revise to disclose the approximate average number of hours Mr. Goodhew devotes to
your business each week, and add comparable disclosure to the biographic description on
page 34 .

12. Please revise to add risk factors that discuss the additional costs you expect to incur as a
public company  and address any risk of the ability of your company to absorb such costs.

Our officers have no experience in managing a public company, page 11

13. Please revise to remove the word "substan tial" to describe your officer's business
experience, as such marketing language should not be contained in the prospectus.

Description of Business, page 23

14. Please revise your disclosure to provide a basis for the follow assertions or beliefs in this
section, or revise to remove the relevant statements:

 Page 24: The d emand for your products has often outstripped supply.
 Page 24: Your competitors are not able to deliver their tricycles abroad without
incurring substantial shipping charges, and businesses or individuals are unable to
purchase such tricycles due to the cost of delivery.
 Page 25: Your tricycles have proved very popular amongst entrepreneurs.

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 4

  Page 25  and 28 : Your tricycles are significantly cheaper than other competitors.
 Page 25: The popularity of your tricycles is increasing.
 Page 25: Your tricycles are ideal for a large number of people currently wishing
to start their own small business.
 Page 25: In the current economic environment more and more people are setting
up their own small  scale businesses.
 Page 26: DHL has expressed interest in the advantages of tricycles and UPS has
started to use more and more tricycles.
 Page 27:  The growth in the number of couriers/small businesses that are using
tricycles to deliver parcels/goods in ef forts to curb global emissions.

15. Please revise to disclose the aggregate number of tricycles you have sold.

16. Please revise to remove the phrase "top quality " to describe your tricycles, as such
marketing language should not be contained in the prospectus.

17. Please revise to remove the images of tricycles produced by your competitors. Also
remove the narrative test about entities using your competitor’s triangles.

18. Please revise page 27 to discuss and quantify the anticipated costs of developing a
premiere we bsite containing  the features you reference.   Please also reconcile your
disclosure on page 28 that you intend to develop your own website, with your disclosure
on page 25 that you already have a website.

Financial Statements as of October 31, 2011 and 20 10 and for the years ended October 31, 2011
and 2010

19. Please explain why the Company had results of operations for the year ended October 31,
2010 but no cash flows for this period and no assets, liabilities or equity as of October 31,
2010.

20. Your financia l statements should be updated, as necessary, to comply with Rule 8 -08 of
Regulation S -X at the effective date of the registration statement.

21. Please provide a currently dated consent from the independent public accountant in any
future amendments to the S -1 registration statement.

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 5

 Management’s Discussion and Analysis of Financial Condition, page 32

Our Plan for the Next 12 Months , page 32

22. Please significantly revise to provide investors with a detailed description of your
business plans.  In this regard, please expand your disclosure by providing a more
detailed discussion of the real costs and timelines you face in reaching your goal s.  For
example, please describe  in greater detail:  (a) the type of facility you hope to lease, where
you expect it will be located, and how you plan to conduct your search for such facility;
(b) the type of machinery, equipment and supplies you intend to purchase in an effort to
increase  production and whether you have identified suppliers for such items; (c) the type
of employees you hope to hire, how you intend to search for qualified applicants, whether
you believe training will be necessary and if so how you intend to provide it, and how the
new employees  will fit into your team; (d) your plans for setting up and online shop  and
how it will fit into your overall sales and marketing strategy ; and (e) the identity of your
target market and your plan  for reach this market.   In addition , please provide a timeline
and budget for each of the steps you intend to take as part of your business plan .

23. Please expand your disclosure to discuss the international markets you hope to establish
your brand and company within and provide a detailed disc ussion of your plan for
targeting, reaching and servicing such markets .

Results of Operations for the Six and and Three Months Ended April 30, 2012 and 2011, page 32

24. Please note that Management’s Discussion and Analysis of Results of Operations should
cover all periods presented in the financial statements.   Currently, the only period
addressed is the interim period ended April 30, 2012.   Please revise to discuss your
results of operations for the years ended October 31, 2011 and 2010.

25. Furthermore, you r discussion of results of operations merely reiterates what is in the
financial statements.   This section is supposed to analyze the fluctuations for each line
item from period to period and explain the facts or circumstances responsible for changes
in the Company’s revenues and expenses for the periods presented. Please revise your
MD&A discussion accordingly.

Liquidity and Capital Resources, page 33

26. Please revise your discussion of your cash provided by and used by operating and
financing activities to  discuss the periods presented in your audited statements of cash
flows ( i.e., the years ended October 31, 2011 and 2010) rather than the period from
August 8, 2011 through April 30, 2012.

27. We note the disclosure that you have "outlined above" your plan to spend approximately
$200,000 toward the initial implementation of your business plan during the first fiscal

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 6

 year, but are unable to locate such disclosure in the earlier part of the MD&A.  Please
revise accordingly.

Going Concern , page 33

28. If true, please revise to clarify that there are no written commitments for Mr. Goodhew to
provide additional loans and that there is no guarantee  that funds will be made available
by Mr. Goodhew  even if you are in need of additional financing.

Directors and  Executive Officers , page 34

29. Please revise to disclose the name of the London school that employs Mr. Goodhew as a
teacher and clarify if he serves in a ful l-time capacity in this position .

30. Please clarify whether Mr. Goodhew is still involved with the business of providing
mobile gyms and also provide a brief description of the Unlimited Award and its
applicability to that business.

Certain Relationships and Related Transactions, page 38

31. It appears from your disclosure on page F -15 that Mr. Goodhew provides office space to
you at no cost.  Please disclose your rent arrangement in this section.

Item 13.  Other Expenses of I ssuance and Distribution, page 40

32. Please revise to remove the language referencing selling shareholders or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

John Goodhew
Bespoke Tricycles Inc.
September 26 , 201 2
Page 7

  the company may not assert staff comments and 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 requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact Effie Simpson at (202) 551 -3346  or Linda Cvrkel  at (202) 551 -3813 if
you have questions regarding comments on the financial statements and related m atters.  Please
contact John Stickel  at (202) 551 -3324 or me at (202) 551 -3750  with any other questions.

        Sincerely,

        /s/ Max A. Webb

Max A. Webb
Assistant Director

cc: Scott Doney , Esq.