SecProbe.io

May 28, 2026

Jaime Bartushak
Chief Financial Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re: Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 22, 2026
File No. 333- 296195
Dear Jaime Bartushak:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Tim Buchmiller at 202-551-3635 with any questions.

Sincerely,

cc: Lorna A. Knick, Esq. Division of Corporation Finance
Office of Life Sciences

CORRESP
 1
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 CITIUS PHARMACEUTICALS, INC.

 11 Commerce Drive, First Floor

 Cranford, NJ 07016

 May 29, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Tim Buchmiller

 Re:

 Acceleration Request
 Citius Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed May 22, 2026
 File No. 333-296195

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"Act"), Citius Pharmaceuticals, Inc. (the "Registrant") hereby requests that the U.S. Securities and Exchange
Commission (the "Commission") take appropriate action to accelerate the effective date of the above-referenced registration
statement (the "Registration Statement") so as to become effective on Tuesday, June 2, 2026 at 4:15 p.m. Eastern Time, or
as soon thereafter as practicable.

 The Registrant hereby authorizes Lorna A. Knick or Christopher Agoranos
of Wyrick Robbins Yates & Ponton LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement is effective, please orally confirm the
event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Christopher Agoranos at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent
to Mr. Agoranos via email at cagoranos@wyrick.com.

 Sincerely,

 CITIUS PHARMACEUTICALS, INC.

 By:
 /s/ Jaime Bartushak

 Jaime Bartushak

 Chief Financial Officer

 cc: Christopher Agoranos, Wyrick Robbins Yates & Ponton LLP

CORRESP
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

February 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention:  Tyler Howes

    Division of Corporation Finance

Re:  Citius Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Filed February 23, 2024

    File No. 333-277319

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange
Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration
statement (the “Registration Statement”) so as to become effective on Friday, March 1, 2024, at 4:01 p.m. Eastern Time, or
as soon thereafter as practicable.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna A. Knick at (919) 781-4000. We also respectfully request
that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Ms.
Knick via email at lknick@wyrick.com.

    Sincerely,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Leonard Mazur

    Leonard Mazur

    Chairman and Chief Executive Officer

cc: Lorna A. Knick, Wyrick Robbins Yates & Ponton LLP

United States securities and exchange commission logo
February 29, 2024
Leonard Mazur
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 23, 2024
File No. 333-277319
Dear Leonard Mazur:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lorna A. Knick, Esq.

CORRESP
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

May 19, 2021

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Citius Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Filed May 13, 2021

    File No. 333-256063

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and
Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration
statement (the “Registration Statement”) so as to become effective on Thursday, May 20, 2021, at 4:00 p.m. Eastern Time, or
as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the
following:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    •
    the Registrant will 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 be advised that there are no underwriters or sales agents involved
as the Registration Statement is for a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm the
event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

United States securities and exchange commission logo
May 18, 2021
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 13, 2021
File No. 333-256063
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alexander M. Donaldson

CORRESP
1
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

April 12, 2021

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Citius Pharmaceuticals, Inc.

    Registration Statement on Form S-3

    Filed April 2, 2021

    File No. 333-255005

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and
Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration
statement (the “Registration Statement”) so as to become effective on Friday, April 16, 2021, at 4:00 p.m. Eastern Time, or
as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the
following:

    ·
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ·
    the Registrant will 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 be advised that there are no underwriters or sales agents involved
as the Registration Statement is for a “shelf” offering as well as a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm the
event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

United States securities and exchange commission logo
April 9, 2021
Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 2, 2021
File No. 333-255005
Dear Mr. Holubiak:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alec Donaldson

CORRESP
1
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

February 3, 2021

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Citius Pharmaceuticals, Inc.

        Registration Statement on Form S-3

        Filed January 29, 2021

        File No. 333-252561

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, February 5, 2021, at 5:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

    ·
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ·
    the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

United States securities and exchange commission logo
February 3, 2021
Jaime Bartushak
Chief Financial Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed January 29, 2021
File No. 333-252561
Dear Mr. Bartushak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact  Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alec Donaldson, Esq.

CORRESP
1
filename1.htm

CITIUS
PHARMACEUTICALS, INC.

11
Commerce Drive, First Floor

Cranford,
New Jersey 07016

September
18, 2020

Via
EDGAR Delivery

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:

    Citius
        Pharmaceuticals, Inc.

        Registration
        Statement on Form S-3

        Filed
        September 11, 2020

        File
        No. 333-248748

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action
to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so
as to become effective on Friday, September 25, 2020, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

In
connection with the foregoing, the Registrant hereby acknowledges the following:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does
    not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ●
    the
    Registrant will 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
be advised that there are no underwriters or sales agents involved as this is a registration statement that includes a shelf
registration and a resale offering by selling stockholders.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP,
by calling Alexander Donaldson at (919) 781-4000.

    Very
    truly yours,

    CITIUS
    PHARMACEUTICALS, INC.

    By:
    /s/
    Myron Holubiak

    Myron
    Holubiak

    Chief
    Executive Officer

United States securities and exchange commission logo
September 18, 2020
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed September 11, 2020
File No. 333-248748
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alexander M. Donaldson

CORRESP
1
filename1.htm

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

June 11, 2020

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Citius Pharmaceuticals, Inc.

        Registration Statement on Form S-1

        Filed June 5, 2020

        File No. 333-238975

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, June 12, 2020, at 4:00 p.m.
Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

    ·
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ·
    the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

United States securities and exchange commission logo
June 11, 2020
Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 5, 2020
File No. 333-238975
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alexander Donaldson, Esq.

CORRESP
1
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

April 17, 2020

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Citius Pharmaceuticals, Inc.

        Registration Statement on Form S-1

        Filed April 10, 2020

        File No. 333-237638

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United
States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on
Friday, April 24, 2020, at 3:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

    ·
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ·
    the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

April 16, 2020
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed April 10, 2020
File No. 333-237638
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alec Donaldson

CORRESP
1
filename1.htm

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

September
20, 2019

Via
EDGAR Delivery

Securities
and Exchange Commission

100 F
Street, NE

Washington,
D.C. 20549

Re:  Citius
                                         Pharmaceuticals, Inc.

    Registration
                                         Statement on Form S-1

    File
                                         No. 333-233759

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Tuesday, September 24, 2019, at
5:15 p.m. Eastern Time, or as soon thereafter as practicable.

The Registrant understands that the Commission will consider this
request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant
is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to
the proposed public offering of the securities specified in the Registration Statement.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna Knick at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Ms. Knick via email at lknick@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
     /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

CORRESP
1
filename1.htm

September 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Citius Pharmaceuticals, Inc.

    Registration Statement on Form S-1 (Registration No. 333-233759)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), as underwriter for the referenced offering, hereby concurs in the request by Citius Pharmaceuticals,
Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 p.m. (Eastern Time), or as soon
as practicable thereafter, on September 24, 2019, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is
aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Mark W. Viklund

    Name: Mark W. Viklund

Title: Chief Executive Officer

September 18, 2019
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed September 13, 2019
File No. 333-233759
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Lorna A. Knick

CORRESP
1
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

April 24, 2019

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Citius Pharmaceuticals, Inc.

        Registration Statement on Form S-1

        Filed April 17, 2019

        File No. 333-230919

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, April 26, 2019, at 4:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

    ·
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

    ·
    the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna Knick at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Ms. Knick via email at lknick@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

April 23, 2019
Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed April 17, 2019
File No. 333-230919
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Alexander M. Donaldson - Wyrick Robbins

CORRESP
1
filename1.htm

CITIUS
PHARMACEUTICALS, INC.

11
Commerce Drive, First Floor

Cranford,
New Jersey 07016

August
6, 2018

Via
EDGAR Delivery

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re:  Citius
Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-226395

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action
to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so
as to become effective on Wednesday, August 8, 2018, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the
Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the
Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP,
by calling Alexander Donaldson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission
verifying the effective date and time of the Registration Statement be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
     /s/
    Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

CORRESP
1
filename1.htm

August
6, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Citius
    Pharmaceuticals, Inc.

    Registration Statement
    on Form S-1 (Registration No. 333- 226395)

    Concurrence in
    Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as underwriter for the referenced offering, hereby concurs in the
request by Citius Pharmaceuticals, Inc. that the effective date of the above-referenced registration statement be accelerated
to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on August 8, 2018, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly
    yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name:
    Mark W. Viklund

    Title: Chief Executive Officer

August 3, 2018
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed July 27, 2018
File No. 333-226395
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Alexander M. Donaldson, Esq.

April 23, 2018
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed April 20, 2018
File No. 333-224386
Dear Mr. Holubiak:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alexander M. Donaldson, Esq.

CORRESP
1
filename1.htm

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

April 24, 2018

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Citius
                           Pharmaceuticals, Inc.

Registration
Statement on Form S-1

Filed
April 20, 2018

File
No. 333-224386

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Thursday, April 26, 2018, at 4:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

 · the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

CORRESP
1
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

January 31, 2018

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Citius Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed January 12, 2018

    File No. 333-222538

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Thursday, February 1, 2018, at 4:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

 • should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

 • the Registrant will 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 be advised that there are no underwriters or sales agents
involved as this is a resale offering by selling stockholders.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

CORRESP
1
filename1.htm

January
30, 2018

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street N.E.

Washington,
DC 20549

Attn:
Christine Westbrook

Re:  Citius
                                         Pharmaceuticals, Inc.

    Registration
                                         Statement on Form S-1

    Filed
                                         January 12, 2018

    File
                                         No. 333-222538

Ladies
and Gentlemen:

We
write this letter on behalf of our client Citius Pharmaceuticals, Inc. in response to the comment of the Staff of the Securities
and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated January 25,
2018. Our response below is numbered to correspond to the numbered comment in the Staff’s letter, which is repeated below
in italics.

FORM
S-1

Form
S-1 Filed January 12, 2018

Incorporation
of Certain Documents by Reference, page 63

 1. Please
                                         revise your disclosure to incorporate by reference your definitive proxy statement filed
                                         on December 13, 2017 and current reports on Form 8-K filed on October 10, 2017, October
                                         24, 2017, October 31, 2017, November 7, 2017 (two), November 9, 2017, December 1, 2017
                                         and December 19, 2017. Refer to Item 12(a)(2) of Form S-1.

U.S.
Securities and Exchange Commission

January
30, 2018

Page
2

The
requested disclosure has been made on page 63.

*
* * * *

Citius
Pharmaceuticals, Inc. respectfully submits that the foregoing discussions and amendments to the registration statement are appropriately
responsive to the comments of the Staff. If the Staff has any further comments, please direct them to the undersigned.

    Sincerely,

    /s/ Alexander M. Donaldson

cc:	Jaime
Bartushak, Chief Financial Officer

January 25, 2018
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 12, 2018
File No. 333-222538
Dear Mr. Holubiak:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies to your facts and
circumstances or do not believe an amendment 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 the comment, we may have additional comments.
Form S-1 filed January 12, 2018
Incorporation of Certain Documents by Reference, page 63
1.Please revise your disclosure to incorporate by reference your definitive proxy statement
filed on December 13, 2017 and current reports on Form 8-K filed on October 10, 2017,
October 24, 2017, October 31, 2017, November 7, 2017 (two), November 9, 2017,
December 1, 2017 and December 19, 2017. Refer to Item 12(a)(2) of Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMyron Holubiak
 Comapany NameCitius Pharmaceuticals, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Myron Holubiak
Citius Pharmaceuticals, Inc.
January 25, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Christine Westbrook at (202) 551-5019 or Suzanne Hayes at (202) 551-
3675 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alec Donaldson, Esq.

CORRESP
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

December 15, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Citius Pharmaceuticals, Inc.

                                                                                Registration Statement on Form S-3

    File No. 333-221492

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, December 15, 2017, at 2:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

 • should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

 • the Registrant will 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 be advised that the amount of compensation to be paid to
the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in
the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

CORRESP
1
filename1.htm

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

December 13, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Citius Pharmaceuticals, Inc.

                                                                                Registration Statement on Form S-3

    File No. 333-221492

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, December 15, 2017, at 5:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

 • should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

 • the Registrant will 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 be advised that the amount of compensation to be paid to
the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in
the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer

November 17, 2017
Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 9, 2017
File No. 333-221492
Dear Mr. Holubiak:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amendment 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.
Registration Statement on Form S-3
Incorporation of Documents by Reference, page 14
1.Please incorporate by reference your Current Reports on Form 8-K filed on October 12
and 26, 2016.  Please also incorporate by reference your Form 8-A filed July 28, 2017.
Refer to Items 12(a)(2) and 12(a)(3) of Form S-3 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMyron Holubiak
 Comapany NameCitius Pharmaceuticals, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Myron Holubiak
Citius Pharmaceuticals, Inc.
November 17, 2017
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at (202) 551-3798 or Suzanne Hayes at (202) 551-3675
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: W. David Mannheim, Esq.

CORRESP
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ctxr_corresp.htm

July 28, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:

Citius Pharmaceuticals, Inc. (CIK: 0001506251) (the “Company”)

Registration Statement No. 333-217956 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Tuesday, August 1, 2017, at 5:00 p.m., EST, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through July 28, 2017, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated July 28, 2017, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

By:

AEGIS CAPITAL CORP.

By:  /s/ Thomas Higgins

Name: Thomas Higgins

Title: SVP

CORRESP
1
filename1.htm

ctxr_corresp.htmCITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

July 28, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Citius Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-217956

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Tuesday, August 1, 2017, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

Please be advised that the amount of compensation to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Erica Jackson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Ms. Jackson via email at ejackson@wyrick.com.

Very truly yours,

CITIUS PHARMACEUTICALS, INC.

By:

/s/ Myron Holubiak

Myron Holubiak

Chief Executive Officer

CORRESP
1
filename1.htm

ctxr_corresp.htmCITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

July 27, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
Citius Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-217956

Ladies and Gentlemen:

Reference is made to the Company’s request for acceleration filed as correspondence via EDGAR on July 24, 2017. The Company is no longer requesting that the Registration Statement be declared effective at this time and the Company hereby formally withdraws its request for acceleration as of the effective date.

Should you have any questions regarding the foregoing, please do not hesitate to contact our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Erica Jackson at (919) 781-4000.

Very truly yours,

CITIUS PHARMACEUTICALS, INC.

By:

/s/ Myron Holubiak

Myron Holubiak

Chief Executive Officer

CORRESP
1
filename1.htm

ctxr_corresp.htm

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

July 24, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
Citius Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-217956

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Wednesday, July 26, 2017, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

Please be advised that the amount of compensation to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Erica Jackson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Ms. Jackson via email at ejackson@wyrick.com.

Very truly yours,

CITIUS PHARMACEUTICALS, INC.

By:

/s/ Myron Holubiak

Myron Holubiak

Chief Executive Officer

CORRESP
1
filename1.htm

ctxr_corresp.htm

July 24, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:

Citius Pharmaceuticals, Inc. (CIK: 0001506251) (the “Company”)

Registration Statement No. 333-217956 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Wednesday, July 26, 2017, at 5:00 p.m., EST, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through July 24, 2017, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated July 24, 2017, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

By:

AEGIS CAPITAL CORP.

By:

/s/ Thomas Higgins

Name:

Thomas Higgins

Title:

SVP

May 31, 2017
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 12, 2017
File No. 333-217956Re:
Dear Mr. Holubiak:
        We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies to your facts and
circumstances or do not believe an amendment 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 our comment, we may have additional comments.
Form S-1 filed May 12, 2017
Cover Page
We note that your common stock is currently listed on the OTCQB Venture Market and
that you intend to apply to have your common stock listed on the Nasdaq Capital
Market.  Where you disclose on the cover page the recent share price of your common
stock as quoted on the OTCQB, please expand to state that the share price on the OTCQB
may not be indicative of the market price on the Nasdaq Capital Market.1.
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Myron Holubiak
Citius Pharmaceuticals, Inc.
2 PageMay 31, 2017
        Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
        You may contact Johnny Gharib at (202) 551-3170 or Mary Beth Breslin at (202) 551-
3625 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Erica B. Jackson, Esq.

CORRESP
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ctxr_corresp.htmCITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

April 7, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Christine Westbrook

Re:
Citius Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-216030

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) to April 11, 2017 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the following:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

·
the Registrant will 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.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Erica Jackson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Ms. Jackson via email at ejackson@wyrick.com.

Very truly yours,

CITIUS PHARMACEUTICALS, INC.

By:
/s/ Myron Holubiak

Myron Holubiak

Chief Executive Officer

Mail Stop 4546

February 21 , 2017

Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, New Jersey 07016

Re: Citius Pharmaceuticals, Inc.
  Registration Statement on Form S-1
Filed  February 10, 2017
  File No.  333-216030

Dear Mr. Holubiak :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christine Westbrook  at (202) 551 -5019  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Erica B. Jackson , Esq.
 Wyrick Robbins Yates & Ponton LLP

Mail Stop 3561
August 11, 2016

Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016

Re: Citius Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed  July 1, 2016
  File No.  000-55532

Dear Mr. Holubiak :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Dana Brown

John Dana Bro wn
Attorney Advisor
Office of Transportation and Leisure

cc:  Arthur Marcus
 Sichenzia Ross Friedman Ference LLP

Mail Stop 3561
July 19, 201 6

Myron Holubiak
Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016

Re: Citius Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed  July 1 , 201 6
  File No.  000-55532

Dear Mr. Holubiak:

We have limited our review  of your filing to the issues addressed in 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 4, page 21

1. We note your disclosure  on page 6 regarding “a reverse stock split of the Company ’s
common stock at a specific ratio, within a range of 1 -for-8 and 1 -for-15” and the
statement on page 21 that “[d]epending  on the ratio for the Reverse Stock Split
determined by our Board of Directors, no less than eight and no more than fifteen shares
of existing common stock, as determined by our Board of Directors, will be combined
into one share of common stock.”  Please reconcile these statements  with the disclosure s
throughout the proxy statement  that the outer limit of the Reverse Stock Split proposal
would be not more than  1-for-20.

Myron Holubiak
Citius Pharmacuticals, Inc.
July 19, 201 6
Page 2

 Appendix A , page 38

2. We note your disclosure on page 19 that “[t] he Board of Directors has approved an
amendment to our Amended and Restated Ar ticles of Incorporation to increase the
number of authorized shares of common stock to 200,000,000 from 90,000,000 .  The
Company ’s stockholders are being asked to approve this amendment in the form attached
hereto as Appendix A .”  Please replace the blank  spaces  in Appendix A with the
appropriate figures.

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 Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the  adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Ryan Adams at (202) 551 -3191 or me at (202) 551 -3859  with any
questions.

Sincerely,

 /s/ John Dana Brown

John D ana Brown
Attorney  Advisor
Office of Transportation and Leisure

cc:  Arthur Marcus
 Sichenzia Ross Friedman Ference LLP

CORRESP
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ctxr_corresp.htmCitius Pharmaceuticals. Inc.

63 Great Road

Maynard, MA 01754

January 19, 2016

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     Re:  Citius Pharmaceuticals, Inc.

  Registration Statement on Form S-1

 File No. 333-206903

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Citius Pharmaceuticals, Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on January 21, 2016, or as soon thereafter as possible.

The Company hereby acknowledges the following:

 ·

 that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 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.

 Citius Pharmaceuticals, Inc.

 By: /s/ Leonard Mazur

 Leonard Mazur

 Chief Executive Officer & President

CORRESP
1
filename1.htm

ctxr_corresp.htmCitius Pharmaceuticals. Inc.

63 Great Road

Maynard, MA 01754

January 19, 2016

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

     Re:  Citius Pharmaceuticals, Inc.

  Registration Statement on Form S-1

 File No. 333-206903

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Citius Pharmaceuticals, Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on January 21, 2016, or as soon thereafter as possible.

The Company hereby acknowledges the following:

 ·

 that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 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.

 Citius Pharmaceuticals, Inc.

 By: /s/ Leonard Mazur

 Leonard Mazur

 Chief Executive Officer & President

Mail Stop 3561
January  8, 201 6

Leonard Mazur
Chief Executive Officer
Citius Pharmaceuticals, Inc.
63 Great Road
Maynard, MA 01754

Re: Citius Pharmaceuticals, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed December 29 , 2015
  File No. 333 -206903

Dear Mr. Mazur :

We have reviewed your amended 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 bel ieve an amendment 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.   Unless we note
otherwise , our references to prior comment are comments in our November 10 , 2015 letter.

General

1. We note your response to our prior comment 1 and reissue.  It appears that , prior to the
time you  received the 2014 FDA letter , you were selling  Suprenza and were in violation
of post-marketing regulations with respect to the promotion and advertisement of
Suprenza.  To the extent that you continue to face material risks , such as possible private
litigation,  due to  the Suprenza you sold prior to taking corrective action , please provide
appropriate disclosure .

Leonard Mazur
Citius Pharmaceuticals, Inc.
January  8, 2016
Page 2

 You may cont act Amy Geddes  at (202) 551 -3304  or Melissa Raminpour  at (202) 551 -
3379  if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -3611  with any other
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc:  Arthur S. Marcus, Esq.
Sichenzia Ross Friedman Ference LLP

Mail Stop 3561
November  10, 2015

Leonard Mazur
Chief Executive Officer
Citius Pharmaceuticals, Inc.
63 Great Road
Maynard, MA 01754

Re: Citius Pharmaceuticals, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed November 4 , 2015
  File No. 333 -206903

Dear Mr. Mazur :

We have reviewed your amended 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 bel ieve an amendment 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.   Unless we note
otherwise , our references to prior comment are comments in our October  29, 2015 letter.

General

1. We note your response to our prior comment 2 that, in the future, you may be unable to
comply with FDA regulatory requirements.  However, please tell us whether you
continue to face risks associated with the violations listed in the letter you received from
the FDA dated June 9, 2014.  To the extent you continue to face risks associated with
these  violations, please disclose such risks in an appropriate section of your prospectus.

2. We note your response to our prior comment 3 that you are no longer registering the
shares of common stock that are underlying the Placement Agent Warrants which
underlie the unexercised Placement Agent Unit Warrant.  However, it appears that there

Leonard Mazur
Citius Pharmaceuticals, Inc.
November 10 , 2015
Page 2

 are 680,0 26 such shares and you have only reduced the number of share of common stock
that the selling shareholders are offer ing by 680,000.  Refer to page 59  of your
prospectus.  Please advise or revise.

Prospectus Summary, page 1

Summary of Cit ius Pharmaceuticals’ Business, page 2

3. We note your response to our prior comment 5 and reissue.  Please address the risks
associated with failing to conduct and complete the post-marketing study required by the
FDA, and discuss the significance of the letter regarding a notification of a missed
milestone that you received from FDA dated August 18, 2015.

Summary of Citius Pharmaceuticals’ Business, page  36

Royalty Payments to Alpex, page 40

4. We note your response to our prior comment 8 and reissue in  part.  Please clarify what
you mean by your disclosure that your agreement with Alpex “terminate s on the date
when royalty payments are no longer payable on net sales of Suprenza.”

5. We note your response to our prior comment 11  that you have omitted the term
“milestone.” from your prospectus.  In this regard, we note that you have omitted the
term from your business section but continue to use it in other sections of your
prospectus.  For example, refer to pages F -8, F-9, F-23 and F -26.  Please provide a
definition of this term so that investors understand the payments you are required to make
as well as the payments you will receive pursuant to your agreement with Alpex.

Management, page 52

6. We note your response to our prior comment 13  and reissue in part .  Please clarify
whether you have terminated the agreement with Merriman Capital, Inc. that permitted it
to appoint a director to you board of directors or if Merriman Capital, Inc. has waived its
right to appoint a director at this time but may appoint a director  in the future.  If you did
not terminate the agreement with Merriman Capital, Inc. regarding its right to appoint a
director, please describe the material terms of the agreement, identify the Placement
Agent and file the agreement as an exhibit with the next amendment of your registration
statement.

7. We note your response to or prior comment 14 and reissue in part.  Please tell us the basis
for your belief that Mr. Holubiak’s role with companies in your industry will not create
conflicts of interests.

Leonard Mazur
Citius Pharmaceuticals, Inc.
November 10 , 2015
Page 3

 Placement Agent Uni ts and Warrants, page 59

8. We note your response to our prior comment 16 and reissue in part.  Please briefly
describe what determines whether the warrants are issued on a cash or cashless basis.

You may contact Amy Geddes  at (202) 551 -3304  or Melissa Rami npour  at (202) 551 -
3379  if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -3611  with any other
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc:  Arthur S. Marcus, Esq.
Sichenzia Ross Friedman Ference LLP

Mail Stop 3561
October 29, 2015

Leonard Mazur
Chief Executive Officer
Citius Pharmaceuticals, Inc.
63 Great Road
Maynard, MA 01754

Re: Citius Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed October 16 , 2015
  File No. 333 -206903

Dear Mr. Mazur :

We have reviewed your amended 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
circumstanc es or do not believe an amendment 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.   Unless w e note
otherwise, our references to prior comment are comments in our October 8, 2015 letter.

General

1. We note that you have filed this amendment using  file number 333-170781 .  For future
amendments relating to this offering, please ensure that you use the file number
associated with your Form S -1 filed on September  11, 2015, 333-206903 .

2. We note your response to our prior comment 1 that you have addressed the violations
listed in the letter from the FDA  dated June 9, 2014 .  Please tell u s whether, even though
you have addressed the violations, there remain risks associated with such violations.  To
the extent that there are, please disclose in an appropriate section of your prospectus.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 29, 2015
Page 2

 3. We note your response to o ur prior comment 2.  It appears that it is within the Placement
Agent’s control to decide whet her to exercise the Placement Agent Unit Warrants  and
receive the Placement Agent Warrants  that overlie the common stock you are registering
for resale.  Because the immediately overlying Placement Agent Warrants have not yet
been issued,  the Placement Agent is not yet at market risk with respect to the Placement
Agent Warrants, and the Placement Agent is not irrevocably bound to purchase the
Placement Agent Warrants,  it does not appear that the underlying common stock can be
registered for resale  at this time.  You may file a new registration statement for the resale
of the common stock after the immediately overlying Placement Agent Warrants have
been issued.   Please revise accor dingly.

Prospectus Summary, page 2

4. Please disclose in this section  that if all data results from your Phase 2 and Phase 3
studies are positive  with respect to your hydrocortisone and lidocaine product , you
anticipate being able to file a New Drug Appl ication (NDA) in three to four years.   Please
also disclose that you are not permitted to market any of your product candidates in the
United States until you receive approval of an NDA from the FDA.

5. Please revise to include a brief summary of the post -marketing study of Suprenza
required by the FDA and the cost of such study.  In addition, please clarify  here that
“[b]ased upon the losses incurred to date and the limited likelihood of reaching
profitability, [you] will likely discontinue the sale of Suprenza.”  In addition, please
clarify  here and throughout whether Prenzamax is  able to sell Suprenza before the post -
marketing study has been completed .

6. We note your disclosure that “Prenzamax’s performance of its duties pursuant to the
license agreemen t has been guaranteed by Akrimax.”  In an appropriate place in your
prospectus, please explain the terms of the guarantee.

7. Please disclose here, if true, that of the 25% of sales you would receive if Alpex marketed
and sold Suprenza, you would pay 35% of such payment s to Prenzamax.

Business, page 36

Terms of the license, page 39

Royalty Payments to Alpex, page 40

8. We note your disclosure on page 41 that “Alpex  has the right to market the Products
outside the Territory and use clinical data generated by the Company to file for regulatory
approvals in markets where the Company is not licensed to sell the Product.”  Please
provide a brief definition of the term “T erritory,” disclose where you are licensed to sell
Suprenza and discuss the term of the license.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 29, 2015
Page 3

9. We note your  disclosure  that “Prenzamax and Citius shall each be responsible for fifty
percent (50%) of the royalty due to Alpex.”  Please clarify whether you are responsible
for 50% of the cost of goods per tablet to Alpex if Alpex manufactures the Suprenza
tablet or if you are on ly responsible for 50%  of the royalty payments if Prenzamex elects
to have the tablet manufactured by a third party.  In addition , you state that “Alpex shall
receive a royalty payment in the amount of eight  percent (8%). ”  Please clarify whether
you mean 8% of the cost of purc hasing the Suprenza tablet .

10. We note your disclosure that Alpex will pay you 13% of the net sales of Supren za if
Alpex sells Suprenza in markets where you are not licensed to sell it, but, on page 37, you
state that Alpex will pay you 25% of the net sales.  Please revise for consistency and
clarity.

11. Please briefly describe how the terms “Milestone” and “down payments” are defined in
the agreement with Alpex.

IGI Laboratories Supply Agreement, page 46

12. Please clarify what you mean by “an understanding with IGI” and describe the material
terms of such understanding.

Management, page 48

13. We note your response to our prior comment 24 that you have been advised that the
Placement Agent will not request a nominee to serve on your board of directors.  Please
tell us whether you have an agreement with the Placement Agent to nominate a member
to serve on your board o f directors.  If you do, please disclose in your prospectus,
describe the material terms of the agreement, identify the Placement Agent and file the
agreement as an exhibit with the next amendment of your registration statement.

14. We note that  Mr. Holubiak is a director and officer of other companies in your industry.
Please tell us whether you believe this will c reate conflict s of interests, and revise your
prospectus accordingly.

Transactions with Related Persons, Promoters and Certain Control Persons, p age 57

15. We note your response to our prior comment 27 and reissue in part.  Please disclose the
material terms of the consulting agreement and identify the party with whom you have
signed such agreement and your relationship with the party.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 29, 2015
Page 4

 Placement Agent Units and Warrants, page 59

16. We note your response to our prior comment 11 and reissue in part.  Please briefly
describe the material terms of the Placement Agent Warrants, including what determines
whether they will be exercised on a cash or cashles s basis.

Signature, page II -7

17. We note your response to our prior comment 30 and reissue in part.  Please identify Mr.
Mazur as your principal financial officer and principal accounting office in the second
signature block, as he has signed only in his c apacity as your Chief Executive Officer and
director.

Exhibits

18. Please filed executed versions of the Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9.

You may contact Amy Geddes  at (202) 551 -3304  or Melissa Raminpour  at (202) 551 -
3379  if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -3611  with any other
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office  of Transportation and Leisure

cc:  Arthur S. Marcus, Esq.
Sichenzia Ross Friedman Ference LLP

CORRESP
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 ctxr_corresp.htm

  SICHENZIA ROSS FRIEDMAN FERENCE LLP

  61 Broadway – 32nd Floor

  New York, NY 10006

  VIA EDGAR

  Securities and Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

            Attention:

        Sonia Bednarowski

  Anna Nguyen Parker

      Re:

        Citius Pharmaceuticals, Inc.

  Amendment No. 1 to Registration Statement on Form S-1

  Filed October 16, 2015

  File No. 333-170781

  Ladies and Gentlemen:

  Citius Pharmaceuticals, Inc. (the "Company"), in connection with its filing of amendment no. 1 to its Registration Statement on Form S-1 under the Securities Act (File No. 333-170781) (the “Amended Registration Statement”), hereby responds to the Staff's comments raised in the Staff’s comment letter dated October 8, 2015. For ease of reference, the Staff's comments are reproduced below in their entirety, and the Company's responses immediately follow.

  General

  1. We note you received a letter from the FDA on June 9, 2014 regarding the omission of risk information and unsubstantiated efficacy claims related to Suprenza. Please disclose your plan for addressing the violations listed in the letter and the risks associated with such violations. Alternatively, please tell us why you believe such disclosure is not necessary.

  Response: The Company has taken all steps necessary to address the claim. On July 30, 2014, the FDA advised the Company that in light of the actions taken by the Company, the Office of Prescription Drug Promotion considers the matter closed.

  Prospectus Cover Page

  2. We note that you are registering the resale of common stock issuable upon the exercise of the Placement Agent warrants which are issuable upon the exercise of the Placement Agent Unit Warrants. Please tell us whether the Placement Agent Unit Warrants have been exercised. To the extent that they have not, please provide your analysis as to why you believe it is appropriate to register the resale of shares of common stock that underlie the Placement Agent warrants, which underlie Placement Agent Unit Warrants that remained outstanding at the time the registration statement was filed.

  Response: The Placement Agent Unit Warrants have not yet been exercised. The Company believes that it is appropriate to register the resale of shares of common stock that underlie the Placement Agent warrants which are issuable upon the exercise of the Placement Agent warrants. Counsel believes that the registration of such shares is analogous to the registration of unit purchase options and the securities underlying them issued to underwriters in other offerings. In addition, the Company believes that by registering the underlying shares it is more likely that they will be exercised on a cash basis, which would result in the Company receiving proceeds from such exercise and avoid the costs of filing a separate registration statement covering those underlying shares which would be beneficial to the Company and its shareholders.

    1

  Prospectus Summary, page 1

  3. Please revise your prospectus summary section to provide an overview of your current business and the key aspects of the offering, including:

     ·

     a brief summary of the products you develop and your business goals,

     ·

     the amount of capital necessary to reach such business goals,

     ·

     your accumulated deficit and capital working deficit and the fact that your auditors have issued a going concern audit opinion,

     ·

     the number of employees you have,

     ·

     the material terms of your agreements with Prenzamax, LLC and Alpex Pharma S.A., and

     ·

     a brief description of the potential conflict of interest your sole officer and director may have due to your agreement with Prenzamax.

  Response: The revisions required by the Commission pursuant to comment number 3 have been addressed on page 2 of the Amended Registration Statement.

  4. Please expand to disclose that you have not received any revenues or other payments to date under your agreements with Prenzamax or Alpex, notwithstanding that beginning in May 2012 Prenzamax generated revenues from sales of Suprenza, your first commercial product. Please disclose the conditions that must be met before you receive any revenues or payments under these agreements.

  Response: The revised disclosure required by the Commission pursuant to comment number 4 has been addressed on page 3 of the Amended Registration Statement.

  5. We note your statement on page 37 that “We have been unable to obtain sufficient funding to conduct additional development activities on Suprenza. Because of our limited resources we have decided to focus on the development of the hemorrhoid product first.” Please disclose this information in the Overview section, as well as in the risk factor on page 7 where you state that “we may not be able to commercialize the next generation of Suprenza products.”

  Response: The disclosure required by the Commission pursuant to comment number 5 has been addressed on pages 3, 8 and 41 of the Amended Registration Statement.

  Risk Factors, page 6

  Our auditors have issued a “going concern” audit opinion, page 6

  6. We note your statement on page 31 that you expect that you will have sufficient funds to continue your operations for the next six months. Please clarify here and in the Liquidity and Capital Resources section whether you will have sufficient funds to continue your operations for the next twelve months.

  Response: The clarification required by the Commission pursuant to comment number 6 has been addressed on pages 7 and 33 of the Amended Registration Statement.

  Risks Related to Our Common Stock, Liquidity Risks and Reverse Acquisition, page 19

  We are subject to extensive and costly government regulation, page 14

  7. We note your disclosure that you may be required to conduct costly, post-marketing surveillance and/or be required to conduct ongoing post-marketing studies. Please clarify that you have committed to post-marketing studies of Suprenza.

    2

  Response: The clarification required by the Commission pursuant to comment number 7 has been addressed on page 15 of the Amended Registration Statement.

  Compliance with the reporting requirements, page 19

  8. We note your disclosure on page 19 that “The Company is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 but files certain reports with the Securities and Exchange Commission on a voluntary basis.” Please note that you will be subject to filing obligations pursuant to Section 15(d) of the Exchange Act following the effective date of this registration statement, and revise your disclosure accordingly.

  Response: The revised disclosure required by the Commission pursuant to comment number 8 has been addressed on page 19 of the Amended Registration Statement. Please note that the Company intends to promptly file a form 8-A which will also make them subject to the Securities Exchange Act of 1934 filing requirements.

  You may experience dilution of your ownership interests, page 20

  9. We note your disclosure on page 20 that your common stock is currently quoted on the OTC Markets and the OTCQB. Please clarify that the OTC Markets and OTCQB are not two separate quotation systems, and that the OTCQB is one of the marketplace categories within the OTC Markets.

  Response: The clarification required by the Commission pursuant to comment number 9 has been addressed on page 20 of the Amended Registration Statement.

  There is not an active liquid trading market for the Company’s common stock, page 21

  10. Please disclose the trading volume of your common stock within the last six months.

  Response: The disclosure required by the Commission pursuant to comment number 10 has been addressed on page 21 of the Amended Registration Statement.

  Use of Proceeds, page 23

  11. We note your disclosure that the warrants are exercisable at $0.60 per share and that the Placement Agent Unit Warrants are exercisable on a cash or cashless basis with respect to 680,013 warrants. Please disclose the amount of proceeds you will earn upon the exercise of the warrants assuming all the warrants held by the investors and the placement agent are exercised on a cash basis, and disclose the amount of proceeds you will earn upon the exercise of all the warrants assuming that the warrants that may be exercised on a cashless basis are exercised on such basis. In addition, in an appropriate section of your prospectus, please describe the material terms of the warrants and Placement Agent Unit Warrants.

  Response: The disclosure required by the Commission pursuant to comment number 11 has been addressed on pages 23 and 59 of the Amended Registration Statement.

  Business, page 34

  12. We note your disclosure on page 26 that you are actively seeking to raise additional capital in order to fund your research and development efforts. Please provide a brief description of such activities.       Response: The disclosure required by the Commission pursuant to comment number 12 has been addressed on page 36 of the Amended Registration Statement.

    3

  Our Marketed Product and New Product Candidates, page 36

  13. We note your disclosure that your Hydrocortisone-Lidocaine Cream is “phase 2 ready.” Please describe the steps remaining to achieve FDA approval as well as the estimated cost of accomplishing such steps and the estimated timeline for accomplishing such steps.

  Response: The disclosure required by the Commission pursuant to comment number 13 has been addressed on page 37 of the Amended Registration Statement.

  Terms of the license, page 37

  14. We note your disclosure on page 37 that, pursuant to the Sublicense Agreement with Prenzamax, Akrimax prepares estimates of costs incurred in selling Suprenza, which costs are used to calculate the Product EBITDA, and your disclosure on page 25 that under the Sublicense Agreement you are entitled both to a percentage of the Product EBITDA and to reimbursement for certain development costs once Prenzamax has “achieved profitability.” Please expand your discussion of the license to explain how Prenzamax determines whether it has achieved profitability.

  Response: The disclosure required by the Commission pursuant to comment number 14 has been addressed on page 39 of the Amended Registration Statement.

  15. Please disclose here the percentage of Product EBITDA you receive pursuant to the Sublicense Agreement, the percentage of such payments you are required to pay Alpex pursuant to the Alpex Agreement, the percentage of the development cost repayments you receive from Prenzamax that you are required to pay Alpex pursuant to the Alpex Agreement and the percentage of the Alpex Revenue received from Alpex that you are required to pay to Prenzamax. In addition, please disclose here, if true, that Akrimax determines the price it charges for Suprenza.

  Response: The disclosure required by the Commission pursuant to comment number 15 has been addressed on page 40 of the Amended Registration Statement. The Company is not required to pay any percentage of the development cost repayments that it receives from Prenzamax to Alpex.

  Phentermine – Recent U.S. Prescription Data and Market Opportunity, page 39

  16. We note your use of CAGRs in the first paragraph on page 39. Please provide updated information, as you include a five-year period ending in 2011. Because your market opportunity appears to rely upon projected growth in these measures in the future, please revise here to show the actual growth of such measures for the years represented.

  Response: The Company has omitted from the Amended Registration Statement the statement which is referred to in comment number 16.

  Suprenza Brand Phentermine – Orally Disintegrating Tablets for Obesity, page 40

  17. Please briefly describe the “patient-friendly features.”

  Response: The disclosure required by the Commission pursuant to comment number 17 has been addressed on page 43 of the Amended Registration Statement.

  Suprenza ODT Post-Marketing Studies, page 40

  18. We note your disclosure on page 40 regarding the post-marketing studies of Suprenza ODT. Please disclose the cost and timing of such studies, including the drug utilization study, and how you intend to pay for such studies, including the effect of failing to conduct the studies in the required time frame or at all. In addition, please balance your disclosure regarding the advantage that such studies could yield by disclosing the potential negative effects of such studies depending on the results. In addition, please address the risks attendant to such studies in your Risk Factors section or tell us why you believe this is not necessary.

    4

  Response: The disclosure required by the Commission pursuant to comment number 18 has been addressed on pages 15 and 44 of the Amended Registration Statement.

  Treatments for Hemorrhoids, page 40

  19. We note your disclosure regarding OTC hemorrhoid medications and prescription strength hemorrhoid medications. Please tell us the basis for your statement that “none of these products have undergone clinical trials or have been submitted to or approved by the FDA on the basis of safety and efficacy.” In addition, please tell us the basis for statement on page 41 that “there are almost no sales, marketing or promotions efforts on behalf of these products.”

  Response: The Company has omitted from the Amended Registration Statement the statements which are referred to in comment number 19.

  Sources and Availability of Raw Materials and Clinical Supplies, page 43

  20. We note your disclosure on page 43 that you have a sole supplier for phentermine hydrochloride. Please disclose the name of the supplier, discuss the risks associated with having a sole supplier in your Risk Factors section and tell us whether you are required to file any agreements with this supplier.

  Response: The disclosure required by the Commission pursuant to comment number 20 has been addressed on pages 13 and 46 of the Amended Registration Statement.

  Suprenza Intellectual Property, page 44

  21. We note your disclosure on page 44 that you have a pending patent titled ‘Solid Dosage formulations containing weight-loss drugs.” Please clarify whether any of the intellectual property discussed in this section, including the pending patent, is intellectual property that you license from Alpex or your own. To the extent that you develop any intellectual property with respect to Suprenza, clarify whether you or Alpex will own such intellectual property.

  Response: The disclosure required by the Commission pursuant to comment number 21 has been addressed on page 48 of the Amended Registration Statement.

  Clinical Trials, page 45

  Section 505(b)(2) New Drug Applications, page 45

  22. Please expand your description regarding the FDA’s 505(b)(2) new drug application pathway so that investors understand the steps necessary to achieve FDA approval using this process and the estimated amount of time and cost it takes to accomplish each step.

  For example, clarify whether you must conduct Phase 1 clinical trials when using the 505(b)(2) new drug application pathway.

  Response: The disclosure required by the Commission pursuant to comment number 22 has been addressed on page 49 of the Amended Registration Statement.

  Additional Government Regulations, page 46

  23. We note that you state that you are subject to foreign regulatory agencies and that your contract manufacturer is in a foreign jurisdiction. Please disclose the foreign regulations to which you are subject.

  Response: The disclosure required by the Commission pursuant to comment number 23 has been addressed on page 50 of the Amended Registration Statement.

    5

  Management, page 48

  Directors and E

Mail Stop 3561
October 8, 2015

Leonard Mazur
Chief Executive Officer
Citius Pharmaceuticals, Inc.
63 Great Road
Maynard, MA 01754

Re: Citius Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed September 11, 2015
  File No. 333 -206903

Dear Mr. Mazur :

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 amendment is appropr iate, 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. We note you received  a letter from the FDA on June 9 , 2014 regarding the omission of
risk information and unsubstantiated efficacy claims related to Suprenza.  Please disclose
your plan for addressing the violations listed in the letter and the risks associated with
such viol ations.  Alternatively, please tell us why you believe such disclosure is not
necessary.

Prospectus Cover Page

2. We note that yo u are registering the resale  of common stock issuable upon the e xercise of
the Placement Agent w arrants which are issuable upon the exercise of the Placement

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 2

 Agent Unit Warrants.  Please tell us whether the Placement Agent Unit Warrants have
been exercised.  To the extent that they have not, please provide your analysis as to why
you believe it is appropria te to register the resale  of shares o f common stock that underlie
the Placement  Agent warrants, which underlie  Placement Agent Unit Warrants that
remained  outstanding at the time the registration statement was filed.

Prospectus Summary, page 1

3. Please revise your prospectus summary section to provide a n overview of your current
business and the key aspects of the offering, including :

 a brief summary of the products you develop and your business goals,
 the amount of capital necessary to reach such business goals,
 your accum ulated deficit and capital working deficit and the fact that your
auditors have issued a going concern audit opinion ,
 the number of employees you have,
 the material terms of your agreements with Prenzamax, LLC and Alpex Pharma
S.A., and
 a brief description of the potential conflict of interest your sole officer and
director  may have due to your agreement with Prenzamax.

4. Please expand to disclose that you have not received any revenues or other payments to
date under your agreements with P renzamax or Alpex , notwithstanding that beginning in
May 2012 Prenzamax generated revenues from sales of Suprenza, your first commercial
product .  Please disclose the conditions that must be met before you receive any revenues
or payments under these agree ments.

5. We note your statement on page 37 that “We have been unable to obtain sufficient
funding to conduct additional development activities on Suprenza. Because of our limited
resources we have decided to focus on the development of the hemorrhoid produc t first.”
Please disclose this information in the Overview section , as well as in the risk factor on
page 7 where you state that “we may not be able to commercialize the next generation of
Suprenza products .”

Risk Factors, page 6

Our auditors have issu ed a “going concern” audit opinion, page 6

6. We note your statement on page 31 that you expect that you will have sufficient funds to
continue your operations for the next six months.  Please clarify here and in the Liquidity
and Capital Resources section whether you will have sufficient funds to continue your
operations for the next twelve months.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 3

 Risks Related to Our Common Stock, Liquidity Risks and Reverse Acquisition, page 19

We are subject to extensive and costly government regulation, page 14

7. We note your disclosure that you may be required to conduct costly, post -marketing
surveillance and/or be required to conduct ongoing post -marketing studies.  Please clarify
that you have committed to post -marketing studies of Suprenza.

Compliance with the r eporting requirements, page 19

8. We note your disclosure on page 19 that “The Company is not subject to the filing
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 but files
certain reports with the Securities and Exchange Commissi on on a voluntary basis .”
Please note that you will be  subject to filing obligations pursuant to  Section 15(d) of the
Exchan ge Act following the effective date of this registration statement, and revise your
disclosure accordingly .

You may experience dilution of your ownership interests, page 20

9. We note your disclosure on page 20 that you r common stock is currently quoted on the
OTC Markets and the OTCQB.  Please clarify that the OTC Market s and OTCQB are not
two separate quotation systems , and that t he OTCQB is one of the marketplace categories
within the OTC Markets .

There is not an active liquid trading market for the Company’s common stock , page 21

10. Please disclose the trading volume of your common stock within the last six months.

Use of Proceed s, page 23

11. We note your disclosure that the warrants are exercisable at $0.60 per share and that the
Placement Agent Unit Warrants are exercisable on a cash or cashless basis with respect to
680,013 warrants.  Please disclose the amount of proceeds you wi ll earn upon the
exercise of the warrants assuming all the warrants held by the investors and the
placement agent are exercised on a cash basis, and disclose the amount of proceeds you
will earn upon the exercise of all the warrants assuming that the warra nts that may be
exercised on a cashless basis are exercised on such basis.  In addition, in an appropriate
section of your prospectus, please describe the material terms of the warrants and
Placement Agent Unit Warrants.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 4

 Business, page 34

12. We note your disclosure on page 26 that you are actively seeking to raise additional
capital in order to fund your research and development efforts.  Please provide a brief
description of such activities.

Our Marketed Product and New Product Candidates, page 36

13. We note your disclosure that your Hydrocortisone -Lidocaine Cream is “phase 2 ready.”
Please describe the steps remaining to achieve FDA approval as well as the estimated
cost of accomplishing such steps  and the estimated timeline for accomplishing such st eps.

Terms of the license, page 37

14. We note your disclosure on page 37 that, pursuant to the Sublicense Agreement with
Prenzamax, Akrimax  prepares estimates of costs incurred in selling Suprenza, which
costs are used  to calculate the Product EBITDA , and your disclosure on page 25 that
under the Sublicense Agreement you are entitled both to a percentage of the Product
EBITDA and to reimbursement  for certain development costs once Prenzamax  has
“achieved profitability.”   Please expand your discussion o f the license to explain how
Prenzamax determines whether it  has achieved pro fitability .

15. Please disclose here the percentage of Product EBITDA you r eceive pursuant to the
Sublicense A greement , the percentage of such payments you are required to pay Alpex
pursu ant to the Alpex Agreement, the percentage of the  development cost repayments
you receive from Prenzamax that you are required to pay Alpex pursuant to the Alpex
Agreement  and the percentage of the Alpex Reven ue receive d from Alpex that you are
required to pay to Prenzamax.   In addition, please disclose here, if true, that Akrimax
determines the price it charges for Suprenza.

Phentermine – Recent U.S. Prescription Data and Market Opportunity, page 39

16. We note your use of CAGRs in the first parag raph on page 39.  Please provide updated
information, as you include a five -year period ending in 2011.  Because your market
opportunity appears to rely upon projected growth in these measures in the future, please
revise here to show the actual growth of such measures for the years represented.

Suprenza Brand Phentermine – Orally Disintegrating Tablets for Obesity, page 40

17. Please briefly describe the “patient -friendly features.”

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 5

 Suprenza ODT Post -Marketing Studies, page 40

18. We note your disclosure on page 40 regarding the post -marketing studies of Suprenza
ODT.  Please disclose the cost and timing of such studies , including the drug utilization
study, and how you intend to pay for such studies, including the effect of failing to
conduct the studies in  the required time frame or at all .  In addition, please balance your
disclosure regarding the advantage that such studies could yield by disclosing the
potential negative effects of such studies depending on the results.   In addition, please
address the r isks attendant to such studies in your Risk Factors section or tell us why you
believe this is not necessary.

Treatments for Hemorrhoids, page 40

19. We note your disclosure regarding OTC hemorrhoid medications and prescription
strength hemorrhoid medication s.  Please tell us the basis for your statement that “[n]one
of these products have undergone clinical trials or have been submitted to or approved by
the FDA on the basis of safety and efficacy.”   In addition, please tell us the basis for
statement on pag e 41 that “[t]here are almost no sales, marketing or promotions efforts on
behalf of these products.”

Sources and Availability of Raw Materials and Clinical Supplies, page 43

20. We note your disclosure on page 43 th at you have a sole supplier for phentermin e
hydrochloride .  Please disclose the name of the supplier , discuss the risks associated with
having a sole supplier in your Risk F actors section  and tell us whether you are required to
file any agreements with this supplier .

Suprenza  Intellectual Property, page 44

21. We note your disclosure on page 44 that you  have a pending patent titled ‘Solid Dosage
formulations containing weight -loss drugs.”  Please clarify whether any of the intellectual
property discussed in this section, includin g the pending patent , is intellectual property
that you license from Alpex or your own.   To the extent that you develop any intellectual
property with respect to Suprenza, clarify whether you or Alpex will own such
intellectual property.

Clinical Trials, page 45

Section 505(b)(2) New Drug Applications, page 45

22. Please expand your description regarding the FDA’s 505(b)(2) new drug application
pathway so that investors understand the steps necessary to achieve FDA approval using
this process and the estimat ed amount of time and cost it takes to accomplish each step.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 6

 For example, clarify whether you must conduct Phase 1 clinical trials when using the
505(b)(2) new drug application pathway.

Additional Government Regulations, page 46

23. We note that you state t hat you are subject to foreign regulatory agencies and that your
contract manufacturer is in a foreign jurisdiction.  Please disclose the foreign regulations
to which you are subject.

Management, page 48

Directors and Executive Officers of the Registrant, page 48

24. We note your disclosure on page 48 that “[i]t is anticipated that an additional individual,
designated by the Placement Agents, will serve on [your] Board of Directors.  Please
disclose the agreement you have with such Placement Agent s, describe the material terms
of the agreement, identify the Placement Agents and file the agreement with the next
amendment of your registration statement.

25. Please disclose here and in your prospectus summary section the conflict of interest Mr.
Mazur may  have with your company due to his position at Akrimax.   In addition, please
tell us the basis for your statement that Triax is one of the top ten dermatological
pharmaceutical companies in the U.S.

Transactions with Related Persons, Promoters and Certa in Control Persons, page 52

26. We note your disclosure that Citius’  headquarters are located in the office space of
Ischemix, LLC, a  company majority -owned by Dr. Geoffrey Clark and Dr. Reinier
Beeuwkes.  Given that Drs. Clark and Beeuwkes have resigned as both officers and
directors effective September 12, 2014, please clarify whether you have an  arrangement
to continue to have your h eadquarters located in the office space of Ischemix, LLC.

27. We note your disclosure on page F -29 that for the nine months ended June 30, 2015 you
paid $36,000 to a consultant who is a stockholder of the Company.  Please provide us
with an analysis as to whether this arrangement is required to be disclosed in this section
and whether any related agreements are required to be filed as exhibits.

Selling Shareholders, page 56

28. Please disclose the natural persons that have voting and investment power of the
securities held by The Entrust Group Inc. on page 56.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 7

 Exhibits, page II -4

29. Please file your agreements with Alpex , Prenzamax  and IGI Laboratories, Inc .

Signatures, page II -7

30. Please have Mr. Mazur sign as your principal financial officer in his capacity as such in
the second part of your signature page and have your controller or principal accounting
officer or persons performing similar functions sign in their capacities as such.

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 provid e 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 Commission 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 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 review any amendment prior to the requested effective date o f the
registration statement.

Leonard Mazur
Citius Pharmaceuticals, Inc.
October 8, 2015
Page 8

 You may contact Amy Geddes  at (202) 551 -3304  or Melissa Raminpour  at (202) 551 -
3379  if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski  at (202) 551 -

CORRESP
1
filename1.htm

    trailone_corres-071111.htm

TRAIL ONE, INC.

1844 South 3850 West

Salt Lake City, Utah 84104

July 11, 2011

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: TRAIL ONE, INC.

Registration Statement on Form S-1

File No. 333-170781

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned (the “Company”) respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 2:00 PM on July 12, 2011, or as soon thereafter as it is practicable.

The Company hereby acknowledges that:

●

Should the Security and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 or 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 contact Steve M. Sager at (801) 204-9131 with any questions you may have concerning this request.  In addition, please notify Mr. Sager when this request for acceleration has been granted.

Very truly yours,

TRAIL ONE, INC.

By: /s/  Ralph Montrone

Name: Ralph Montrone

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

    trailone_corresp-062111.htm

TRAIL ONE, INC.

1844 South 3850 West

Salt Lake City, UT 84104

June 21, 2011

United States Securities and Exchange Commission

Washington D.C. 20549

RE:

TRAIL ONE, INC.

Amendment No. 6 to Registration Statement on Form S-1

File No. 333-170781

Attention:  Tonya Bryan of Julie F. Rizzo’s office

To Whom It May Concern:

In response to your letter dated May 20, 2011, TRAIL ONE, INC. wishes to address the following comments.

General

1.  We note your response to our prior comment one and reissue in part. Please revise throughout your filing to reconcile the amounts that constitute your $45,000 annual burn rate for the next twelve months. In this regard, we note your disclosure in the second to last paragraph on page 6 that your “estimated annual expenses are approximately $75,000,” your disclosure in the last paragraph of the Use of Proceeds section on page 12 that you have $13,232 of remaining offering costs, your disclosure in the last full paragraph on page 16 and the second full paragraph on page 24 that your anticipate most of your expenses to be “legal, accounting, transfer agent, and other costs associated with being a public company,” your disclosure in the second sentence of the second full paragraph on page 22 regarding your estimated costs over the next six months and your disclosure in the Satisfaction of Our Cash Obligations for the Next Twelve Months section on page 23 and the first paragraph of the Plan of Operation section on page 24 with respect to your cash/capital requirements for the next six months. Please also reconcile any of these disclosures as appropriate to clarify which of the $75,000 of financing for your twelve month operating plan, such as the $10,000 of costs for public company reporting requirements, are included in your estimated $45,000 annual burn rate and to reconcile the amounts required, such as the $22,500 cost for acquiring aluminum and developing and programming the CNC machinery software set forth on pages 23 and 24 and the $16,000 cost set forth on pages 7, 17, 22, 25 and 26.

We acknowledge the Commission’s comments and have changed on, or about, page 6 that our estimated annual expenses is $54,000 to more accurately reflect our burn rate. In the last paragraph on, or about, page 16, we have changed our disclosure to include: (1) 22,500 to acquire aluminum for the license plates and developing and programming the CNC machinery software: (2) $13, 232 of remaining offering costs; (3) $10,000 for public company reporting requirements; and (4) legal, accounting and transfer agents. We have also made the same change to our disclosure on page 22 and page 24. Additionally, we have amended pages 7, 17, 22, 25 and 26 to clarify the actual cost of acquiring the aluminum and developing and programming the CNC machinery software to reconcile with pages 23 and 24 and throughout.

2.  Please revise the last paragraph on page 1 and elsewhere throughout your filing as appropriate to disclose when you will run out of money given your current burn rate. In this regard, we note that you do not have any cash or assets on your balance sheet as of March 31, 2011.

We acknowledge the Commission’s comment and have revise the last paragraph on page 1 and elsewhere throughout the Company’s filing.

The Company does not expect to run out of money, as a result of Mr. Montrone agreeing to fund the Company until such time as the Company raises $75,000. We have included the promissory note for the funding provided by Mr. Montrone as an exhibit to our registration statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 15

General Overview; Nature of business, page 15

3.  Please revise the sixth paragraph of this section to update your timing for providing an internet site for customers to purchase automobile license plate tags. In this regard, we note your disclosure in the third bullet point on page 25 that you intend to allocate the funds to develop your website within four months of those funds becoming available and your disclosure in the third full paragraph on page 25 that Mr. Montrone expects to have any financing completed in the next four months.

We acknowledge the Commission’s comment and have revised the sixth paragraph of the subheading General Overview on, or about, page 15.

Trail One will provide in October of 2011 an internet site where customers can purchase the automobile license plate tags. We need further funding to develop our website.  Our website address is: www.trailonecnc.com.

Results of Operations, page 20

Interest Expenses, page 20

4.  Please advise whether you have any agreements in place with Mr. Montrone, such as a promissory note, for the loans you have received to date from Mr. Montrone. In this regard, we note your disclosure in Note 4 to your financial statements on page F-9. If you do have any agreements with Mr. Montrone for the loans you have received to date, please file such agreements as an exhibit to your registration statement or advise.

We acknowledge the Commission’s comment and have inserted in the last paragraph on, or about page 20, that: “Company does have a promissory note for the loans received to date by the Company from Mr. Montrone”, and have included the promissory note as an exhibit to our registration statement.

Closing Comments

Based on the Company’s amendments to its S-1 filing dated June, 2011 and the Company’s responses to the Staff’s comment letters, the Company believes that it has completed its response to the Commissions comments.  Please review this letter and the submissions as stated and advise whether comments will be closed.

Sincerely,

/s/ Ralph Montrone

Ralph Montrone

Chief Executive Officer

TRAIL ONE, INC.

June 15, 2011
Via E-mail

Ralph Montrone Chief Executive Officer Trail One, Inc. 1844 South 3850 West Salt Lake City, UT 84104
Re: Trail One, Inc.
Amendment No. 5 to Registrati on Statement on Form S-1
Filed on June 2, 2011
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your responses to the co mments in our letter dated May 20, 2011 and
have the following additional comments.
 General

1. We note your response to our prior comment one  and reissue in part.  Please revise
throughout your filing to reconcile the amount s that constitute your $45,000 annual burn
rate for the next twelve months.  In this re gard, we note your disclosu re in the second to
last paragraph on page 6 that your “estim ated annual expenses are approximately
$75,000,” your disclosure in the last paragraph of the Use of Proceeds section on page 12
that you have $13,232 of remaining offering co sts, your disclosure in the last full
paragraph on page 16 and the second full pa ragraph on page 24 that  your anticipate most
of your expenses to be “legal, accounting, tran sfer agent, and other costs associated with
being a public company,” your disclosure in the second sentence of the second full
paragraph on page 22 regarding your estimate d costs over the next six months and your
disclosure in the Satisfacti on of Our Cash Obligations fo r the Next Twelve Months
section on page 23 and the first paragraph of  the Plan of Operation section on page 24
with respect to your cash/capital requirements  for the next six months.  Please also
reconcile any of these disc losures as appropriate to clarify which of the $75,000 of
financing for your twelve month operating pl an, such as the $10,000 of costs for public
company reporting requirements , are included in your estimated $45,000 annual burn rate
and to reconcile the amounts required, such  as the $22,500 cost for acquiring aluminum
and developing and programming the CNC mach inery software set forth on pages 23 and
24 and the $16,000 cost set forth on pages 7, 17, 22, 25 and 26.

Ralph Montrone Trail One, Inc. June 15, 2011 Page 2

 Prospectus Summary, page 1

 General Introduction, page 1

2. Please revise the last paragraph on page  1 and elsewhere throughout your filing as
appropriate to disclose when you will run out  of money given your current burn rate.  In
this regard, we note that you do not have any cash or assets on your balance sheet as of
March 31, 2011.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
15
 General Overview; Nature of business, page 15

3. Please revise the sixth paragraph of this se ction to update your timing for providing an
internet site for customers to purchase automob ile license plate tags.  In this regard, we
note your disclosure in the third bullet point  on page 25 that you intend to allocate the
funds to develop your website within four m onths of those funds becoming available and
your disclosure in the third full paragraph on page 25 that Mr. Montr one expects to have
any financing completed in the next four months.

Results of Operations, page 20
 Interest Expenses, page 20

4. Please advise whether you have any agreements in place with Mr. Montrone, such as a
promissory note, for the loans you have receiv ed to date from Mr. Montrone.  In this
regard, we note your disclosure in Note 4 to  your financial statements on page F-9.  If
you do have any agreements with Mr. Montrone  for the loans you have received to date,
please file such agreements as an exhib it to your registration 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 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;

Ralph Montrone Trail One, Inc. June 15, 2011 Page 3

  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,
  /s/ Julie F. Rizzo
Julie F. Rizzo Attorney-Advisor
   cc:  Via E-mail

Steven Sager
 BK Consulting & Associates, P.C.

CORRESP
1
filename1.htm

    trail_corr-060211.htm

TRAIL ONE, INC.

1844 South 3850 West

Salt Lake City, UT 84104

June 2, 2011

United States Securities and Exchange Commission

Washington D.C. 20549

RE:

TRAIL ONE, INC.

Amendment No. 5 to Registration Statement on Form S-1

File No. 333-170781

Attention:  Tonya Bryan of Julie F. Rizzo’s office

To Whom It May Concern:

In response to your letter dated May 20, 2011, TRAIL ONE, INC. wishes to address the following comments.

General

1.  We note your response to our prior comment 11. Please advise as to how the new estimated cost to register the shares of common stock of $45,000 is consistent with your estimated burn rate of $2,500. We also note that you anticipate $15,000 in costs associated with public company reporting requirements and newly applicable corporate governance requirements and your disclosure in the first two sentences of the first full paragraph on page 23 regarding $15,000 of estimated costs over the next six months for your direct sales program and the second full paragraph on page 24 and the first full paragraph on page 25 regarding $15,000 of estimated costs regarding the acquisition of aluminum and developing and programming software for the CNC machinery. Please reconcile each of these disclosures with your disclosures regarding your burn rate in the last paragraph on page 1, second to last full paragraph on page 17 and the second full paragraph on page 25.

We acknowledge the Commission’s comments and have revised our burn rate to be consistent throughout.

2.  The financial statements should be updated to comply with Rule 8-08 of Regulation S-X. It appears that you should now present interim financial statements as of and for the three and six months ended March 31, 2011.

We acknowledge the Commission’s comments and have updated our financial statements to comply with Rule 8-08 of Regulation S-X.

Prospectus Cover Page

3.  We note your response to our prior comment four and reissue our comment. We note your disclosure in the last sentence on the prospectus cover page. Please advise as what supplements you may have to the prospectus.  Alternatively, please delete the reference to any supplements to the prospectus.

We acknowledge the Commission’s comment and have deleted the reference to any supplements to the prospectus.

Prospectus Summary, page 1

General Introduction, page

4.  We note your response to our prior comment six and reissue our comment. It is still unclear from your disclosure how you intend to market individualized license tags to the wholesale market. Please clarify what product will actually be sold to the wholesale customers.

We acknowledge the Commission’s comment and have clarified how we plan to: (1) sell individualized license frame/holders to order through the Company’s website; (2) on a pre-order basis on a bulk basis based on orders from wholesalers from a catalogue prior to the manufacturing process.

License plate tags are more commonly known as license plate frames/holders.  Our product is a computer generated license plate tag, produced by using a highly sophisticated laser guided CNC metal cutting flat surface screened lathe/cutter.  The license frame /holders will be made to order, through the Company’s website, with a customer’s required individualized custom look.  The material used for each license plate tag will be aluminum. Then each individualized license plate tag will be embellished with personalized and customized script based on customer demand. We intend to sub-contract the actual manufacturing of each license plate tag to a manufacturer to our approved specifications.

Additionally, we also intend to market the sale of our product to wholesalers on a ‘pre-order basis’. With respect to the wholesale market, we will solicit bulk sales to wholesalers who will order our products from a catalogue prior to the commencement of our manufacturing process which they will then be able to re-sell to the general public, as well as, through licensing ventures.

5.  We note your response to our prior comment eight and reissue our comment in part. Please revise your disclosure on pages 15, 17, and 27 to disclose consistently your plans to raise capital through equity security sales, debt instruments, and private financing.

We acknowledge the Commission’s comment and have consistently disclosed our plans to raise capital through equity security sales, debt instruments, and private financing throughout.

Risk Factors, page 6

We have a short development stage operating history, page 9

6.  We note your response to our prior comment 12 and reissue in part. Please revise this risk factor because it appears to be incomplete or advise.

We acknowledge the Commission’s comment and have revised the risk factor on, or about, page 9.

WE HAVE NO OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY A YOUNG COMPANY.

We were incorporated in the State of Nevada on September 9, 2010. We have no operating history for investors to evaluate the potential of our business development. The Company has had no revenues or expenses prior to this time period.

THERE ARE MANY INHERENT RISKS AND DIFFICULTIES IN INTRODUCING ANY NEW PRODUCT TO THE MARKET PLACE.

We will begin to market our one product in the Salt Lake City, Utah area and develop our brand name. We face, however, many of the risks and difficulties inherent in introducing a new product. These risks include, but are not limited to, the ability to:

●

Increase awareness of our brand name;

●

Develop an effective business plan;

●

Meet customer standards;

●

Implement an advertising and marketing plan;

●

Attain customer loyalty;

●

Respond effectively to competitive pressures;

●

Continue to develop and upgrade our product; and

●

Attract, retain and motivate qualified personnel.

2

Management's Discussion and Analysis of Financial Condition and Result of Operations, page 16

7.  We note your response to our prior comment 16.  We note your disclosure in the first full paragraph on page 18 and similar disclosure on pages 23 and 26 regarding beginning production of automobile license plate tags once you have raised the necessary $75,000 and developed and installed the software for the CNC machines. We also note your disclosure in the second full paragraph on page 24 and the first full paragraph on page 25 regarding an estimated cost of $15,000 to acquire aluminum and develop software and program the CNC machinery. Please advise whether the $75,000 necessary financing includes any estimated costs for developing software for and programming the CNC machinery.

We acknowledge that Commission’s comment and have included throughout that the $15,000 needed to develop and program the CNC machinery, in addition to the aluminum need to create the Company license plate tags, will be included in the $75,000 necessary financing.

●

The implementation of our direct sales model through Mr. Montrone through the commencement of sales will cost at least $75,000. We need to establish and print all of the marketing material. We have allocated $35,000 toward marketing materials which include filers, broachers, direct marketing DVD’s and mailing costs.  The Company intends to allocate these funds as soon as they are available.

●

$10,000 towards costs associated with public company reporting requirements, and $5,000 related to expenses associated with newly applicable corporate governance requirements.

●

Software and hardware to develop an internet site will cost the Company at least $2,000.  As an Automobile license plate tags company continued improvements and upgrades will be required. User features and website content updates are vital to continued visitations by online users. This cost signifies the system creation. The Company intends to allocate these funds within four months of the funds becoming available. Additionally, it will cost the Company $7,000 to develop the software for the CNC machines and install that software on those CNC machines to produce the Company’s license plate tags.

●

Program administration and working capital expenses until such time as there are sufficient sales to cash-flow operations will cost the Company at least $7,000. This is the necessary working capital to fund operations until such time as revenues exceed expenses. This will cover management expenses such as those from industry consultants in the automobile accessory business, and advisors. The Company intends to pay its consultants, advisors fees and working capital expenses as they become due.  Additionally, it will cost the Company $9,000 to acquire the necessary aluminum to produce the Company’s license plate tags.

Plan of Operation, page 25

8.  We note your response to our prior comment 17 and reissue our comment in part. Please describe your plan of operation in more detail 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 amounts for each step in producing the tags and discuss what marketing methods you intend to focus on.

We acknowledge the Commission’s comment and have revised our plan of operation in more detail in the Plan of Operations and Management’s Discussion and Analysis of Financial Condition and Result of Operations Section.

3

We will utilize a two prong approach using direct sales model conducted by Mr. Montrone.  He will market the product locally in the Salt Lake City, Utah area to automobile specialty shops.  His current marketing strategy consists of various Point of Sale material including posters and flyers developed by Mr. Montrone in the past several months. Trail One, Inc. will market license plate tags for sale to the general public.   We also intend to market our license plate tags through our website: www.trailonecnc.com which is currently under development/construction.

Our plan of operation is, once we raise the necessary $75,000, to: (1) manufacture customized license plate tags for customers once we received orders for our license plates tags from our customers; (2)  use the CNC machines we have programmed to do the customize cutting of the aluminum to manufacture the requested customized license plate tag requested from our customers - whether it be in bulk orders from wholesale distributors or from customer orders from our internet website address mentioned below; and (3)  Subsequently, we plan, upon completion of the manufacturing process (which takes approximately seven (7) days, to ship/mail the license plate tags to customers who have requested customized orders on our internet website address, and/or store the bulk orders from wholesale distributors until such time as we have received payment for those orders.

Closing Comments

Based on the Company’s amendments to its S-1 filing dated June 2, 2011 and the Company’s responses to the Staff’s comment letters, the Company believes that it has completed its response to the Commissions comments.  Please review this letter and the submissions as stated and advise whether comments will be closed.

Sincerely,

s/ Ralph Montrone

Ralph Montrone

Chief Executive Officer

TRAIL ONE, INC.

4

May 20, 2011
 Ralph Montrone Chief Executive Officer Trail One, Inc.
1844 South 3850 West
Salt Lake City, UT 84104
Re: Trail One, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed on May 9, 2011
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your responses to the co mments in our letter dated May 3, 2011 and
have the following additional comments.
 General

1. We note your response to our prior comment  11.  Please advise as to how the new
estimated cost to register the shares of common stock of $45,000 is consistent with your
estimated burn rate of $2,500.  We also  note that you anticipate $15,000 in costs
associated with public company reporting re quirements and newly applicable corporate
governance requirements and your disclosure in the first two sentences of the first full
paragraph on page 23 regarding $15,000 of estim ated costs over the next six months for
your direct sales program and the second fu ll paragraph on page 24 and the first full
paragraph on page 25 regarding $15,000 of es timated costs regarding the acquisition of
aluminum and developing and programming so ftware for the CNC machinery.  Please
reconcile each of these disclosures with your disclosures regarding your burn rate in the
last paragraph on page 1, second to last fu ll paragraph on page 17 and the second full
paragraph on page 25.

2. The financial statements should be updated to comply with Rule 8-08 of Regulation S-X.
It appears that you should now present interim fi nancial statements as of and for the three
and six months ended March 31, 2011.
 Prospectus Cover Page

3. We note your response to our prior comment four and reissue our comment.  We note
your disclosure in the last sentence on the pr ospectus cover page.  Please advise as to

Ralph Montrone Trail One, Inc. May 20, 2011 Page 2

what supplements you may have to the prospe ctus.  Alternatively, please delete the
reference to any supplemen ts to the prospectus.
 Prospectus Summary, page 1

 General Introduction, page 1

4. We note your response to our prior comment si x and reissue our comment.  It is still
unclear from your disclosure how you intend to market individualized license tags to the
wholesale market.  Please clarify what produc t will actually be sold  to the wholesale
customers.

5. We note your response to our prior comment eight and reissue our comment in part.
Please revise your disclosure on pages 15, 17, an d 27 to disclose consistently your plans
to raise capital through equity security sales, debt inst ruments, and priv ate financing.
 Risk Factors, page 6

We have a short development stage operating history, page 9

6. We note your response to our prior comment 12 and reissue in part.  Please revise this
risk factor because it appears to be incomplete or advise.
 Management’s Discussion and Analysis of Fina ncial Condition and Result of Operations, page
16

7. We note your response to our prior comment 16.  We note your disclosure in the first full
paragraph on page 18 and similar disclo sure on pages 23 and 26 regarding beginning
production of automobile license plate tags  once you have raised  the necessary $75,000
and developed and installed the software for the CNC machines.  We also note your
disclosure in the second full paragraph on page 24 and the fi rst full paragraph on page 25
regarding an estimated cost of $15,000 to ac quire aluminum and develop software and
program the CNC machinery.  Please advise  whether the $75,000 necessary financing
includes any estimated costs for developi ng software for and programming the CNC
machinery.
 Plan of Operation, page 25

8. We note your response to our prior comment 17 and reissue our comment in part.  Please
describe your plan of operation in more deta il here and in the Management’s Discussion
and Analysis of Financial Condition and Resu lts of Operations s ection.  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. May 20, 2011 Page 3

amounts for each step in producing the tags  and discuss what marketing methods you
intend to focus on.

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.

Ralph Montrone Trail One, Inc. May 20, 2011 Page 4

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): Steven Sager   (877) 255-9218

CORRESP
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    trailone_corresp.htm

TRAIL ONE, INC.

1844 South 3850 West

Salt Lake City, UT 84104

May 9, 2011

United States Securities and Exchange Commission

Washington D.C. 20549

RE:

TRAIL ONE, INC.

Amendment No. 3 to Registration Statement on Form S-1

Filed on April 19, 2011

File No. 333-170781

Attention:  Tonya Bryan of Julie F. Rizzo’s office

To Whom It May Concern:

In response to your letter dated March, 30, 2011, TRAIL ONE, INC. wishes to address the following comments.

General

1.   Please revise your table of contents to include the Description of Property and Independent Director/Corporate Governance Committee sections.

We acknowledge the Commission’s comment and have updated the table of contents accordingly.

Registration Statement Cover Page

2.   Please remove the "small business issuer" designation on the cover of the registration statement.

We have noted this comment and have amended and deleted the “small business issuer” designation on the cover of the registration statement.

Calculation of Registration Fee Table

3.   We note your response to our prior comment three and reissue our comment. It appears that you are determining the registration fee pursuant to Rule 457(a) as opposed to Rule 457(o). Please advise or revise your fee table accordingly

We have noted this comment and have revised the registration to be pursuant to Rule 457(a) as opposed to Rule 457 (o).

(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as amended. This includes stock to be sold by the selling stockholder.

Prospectus Cover Page

4.   We note your disclosure in the last sentence on the prospectus cover page. Please advise as to what supplements you may have to the prospectus. Alternatively, please delete the reference to any supplements to the prospectus

We have noted this comment on the Prospectus cover page and have deleted the reference to any supplements to the prospectus.

Prospectus Summary, page 1

General Introduction, page 1

5.   Please revise the first paragraph of this section to update your losses from inception to December 31, 2010

We acknowledge the Commission’s comment and have up dated the Company’s cumulative losses of $24,508 through December 31, 2010 accordingly.

6.   We note your response to our prior comment four and reissue our comment in part. It is still unclear from your disclosure how you intend to market individualized license tags to the wholesale market. Please clarify what product will actually be sold to the wholesale customers.

License plate tags are more commonly known as license plate frames/holders.  Our product is a computer generated license plate tag, produced by using a highly sophisticated laser guided CNC metal cutting flat surface screened lathe/cutter, which will be made to order to each specific customer’s wants and desires with an individualized custom look.  The material used for each license plate tag will be aluminum.  Then each individualized license plate tag will be embellished with personalized and customized script based on customer demand. We intend to sub-contract the actual manufacturing of each license plate tag to a manufacturer to our approved specifications. Each tag will be a special order by the end user.  The end user will be able to order the tag directly from Trail One’s website or by placing a specialty order with a wholesaler.  We intend to market the sale of our product to wholesalers on a ‘pre-order basis’. With respect to the wholesale market, we will solicit bulk sales to wholesalers who will order our products from a catalogue prior to the commencement of our manufacturing process which they will then be able to re-sell to the general public, as well as, through licensing ventures.

7.   Please revise to explain why there is a significant price range of $80 to $700 per tag at which you plan to sell your products to wholesalers. Please also advise as to how this disclosure regarding the price range is consistent with the disclosure in the last full paragraph on page 16 regarding a selling price of $150.

We have noted this comment and have revised the disclosure on page 1 to be consistent with the selling price of $150 noted in the disclosure on, or about, page 16.

8.   Although we note your response to our prior comment six, please revise your registration statement throughout to disclose consistently your plans to raise capital through equity security sales, debt instruments, and private financing. In this regard we note, for example, your disclosure on pages 15, 17, 22, 23, 25, and 27.

We have noted this comment and have revised our registration statement to disclose our plans to raise capital through equity security sales, debt instruments and private financing throughout.

Risk Factors, page 3

9.   We note your response to our prior comment nine. Please advise as to why it is only the risks described on page ten of the prospectus that, if realized, could harm your business, operating results and financial condition. Alternatively, please revise your disclosure to clarify that all risks described in the Risk Factors section beginning on page 6 could impact your business, operating results and financial condition.

We have noted this comment and have revised the disclosure that all risk described in the Risk Factors section beginning on, or about, page 6 could impact our business, operating results and financial condition.

The Company's financial condition, business, operation and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties beginning on page 6 of this prospectus entitled Risk Factors as well as the other information in this report before deciding to invest in our Company. All known materials risks are discussed in the Risk Factors section of this prospectus.  If any of the risks beginning on Page 6 of this Prospectus entitled “Risk Factors” are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment

Risk Factors, page 6

We require additional capital which we may not be able to raise, page 6

10.   We note your response to our prior comment ten and reissue in part. Please clarify where you accounted for the cost of $10,000 for development of strategic relationships described on page 23.

We have noted the comment and have deleted the cost of $10,000 for development of strategic relationships throughout.

11.   We note your response to our prior comment 11. Please advise as to how the new estimated cost to register the shares of common stock of $40,000 is consistent with your estimated monthly burn rate of $2,500, especially in light of the fact that you anticipate $15,000 in costs associated with public company reporting requirements and newly applicable corporate governance requirements. Please also reconcile these disclosures with the disclosure in the first two sentences of the first full paragraph on page 23 and the disclosure in the last sentence of the fifth full paragraph on page 24.

We have noted the comment and have revised throughout the estimated cost to register the shares to be $45,000 which is more consistent with our burn rate and public reporting requirements.

We have a short development state operating history, page 9

12.   Please revise this risk factor to correct your reference to "December 31, 2011." In addition, revise the risk factor because it appears to be incomplete or advise.

We have noted this comment and have revised the disclosure on, or about, page 10.

Management's Discussion and Analysis of Financial Condition and Result of Operations, page 16

General Overview; Nature of Business, page 16

13.   We note your response to our prior comment 17; however, you continue to state that you will provide an internet site in March 2011 for customers to purchase automobile license plate tags. Please revise your disclosure to describe the current status of your website.

We have noted this comment and have revised our disclosure to describe the current status of our website on page 17.

Trail One will provide in May of 2011 an internet site where customers can purchase the automobile license plate tags. We need further funding to develop our website.  Our website address is: www.trailonecnc.com.

14.   We note your disclosure in the four bullet points on page 18. The uses for the $75,000, if raised, set forth in these four bullet points do not appear to match the disclosure in the risk factor starting at the bottom of page 6. We also note that the disclosure in the six bullet points at the bottom of page 23 and in the four bullet points on page 27 appear inconsistent with the above referenced disclosure on pages 6 and 18. Please advise or revise for consistency.

We have noted this comment and have revised our disclosure for consistency throughout.

•

The implementation of our direct sales model through Mr. Montrone through the commencement of sales will cost at least $75,000. We need to establish and print all of the marketing material. We have allocated $35,000 toward marketing materials which include filers, broachers, direct marketing DVD’s and mailing costs.  The Company intends to allocate these funds as soon as they are available.

•

$10,000 towards costs associated with public company reporting requirements, and $5,000 related to expenses associated with newly applicable corporate governance requirements.

•

.Software and hardware to develop an internet site will cost the Company at least $10,000.  As an Automobile license plate tags company continued improvements and upgrades will be required. User features and website content updates are vital to continued visitations by online users. This cost signifies the system creation. The Company intends to allocate these funds within four months of the funds becoming available

•

Program administration and working capital expenses until such time as there are sufficient sales to cash-flow operations will cost the Company at least $15,000. This is the necessary working capital to fund operations until such time as revenues exceed expenses. This will cover management expenses such as those from industry consultants in the automobile accessory business, and advisors. The Company intends to pay its consultants, advisors fees and working capital expenses as they become due.

Liquidity and Capital Resources, .page 22

15.   We note your response to our prior comment 15 and we still note your disclosure in the last sentence on page 22 that you may have to reduce expenses, including officer's compensation, if you are unable to achieve profitable operations in the near term.  We note similar disclosure in the second sentence of the first full paragraph on page 22. These statements appear to conflict with your disclosure on pages 33 and 34 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.

We have noted this comment and have deleted the disclosure on page 22 and 24 that we may have to reduce officer’s compensation to be consistent with our disclosures on page 33 and 34.

We believe that our existing sources of liquidity are $NIL , along with cash expected to be generated from the sale of our one product will not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months. In the event the Company is unable to achieve profitable operations in the near term, it may require additional equity security sales, debt instruments, private financing. However, we cannot assure that such financing will be available to us on favorable terms, or at all. We will continue to monitor our expenditures and cash flow position, but at some time in the future we may need to obtain additional financing to complete our business plan.  There is no assurance that we will be able to obtain such financing if needed and the failure to do so could negatively impact the viability of our company to continue with this business and the business may fail.

Satisfaction of Our Cash Obligations for the Next Twelve Months, page 24_

16.   We note your disclosure regarding the development of the necessary software for the CNC machine and programming of the CNC machine. Please revise to disclose who will perform these functions, their costs and estimated time to complete these tasks. If applicable, please also revise your Plan of Operation section to include these tasks and the timeframes for their completion.

We have noted the comment and have revised to disclose who will perform these functions, their costs and estimated time to complete the tasks.  Respectfully, the cost for the development of the necessary software for the CNC machine and programming of the CNC machine is stated on page 26 ($15,000).

As of December 31, 2010, our cash balance was $959.  Our plan for satisfying our cash requirements for the next six months, estimated to be between approximately $15,000, is through generating revenue from our tags (no tags have been sold at this time), sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate some product generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.  The $15,000 cost estimate is calculated based on: (1) the acquisition of the aluminum to make the license plate tags; (2) the development of the necessary software for the CNC machinery to make the license plate tags; (3) the programming of the CNC machinery with the aforementioned software.  The company being subcontracted to produce the automobile license plate tags will perform these functions.  Additionally, the $15,000 cost estimate is the price we were quoted by the company subcontracted to: (1) acquire the aluminum to make the license plate tags; (2) develop the necessary software for the CNC machinery to make the license plate tags; and (3) program the CNC machinery with the aforementioned software.  The estimated time frame to complete these tasks is dependent on the subcontracted company.

Plan of Operation, page 25

17.   We note your response to our prior comment 20 and reissue our comment. Please revise your Plan of Operation section to include the description of your business plan that currently appears in the Description of Business section on page 27. In addition, please describe your plan of operation in more detail 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 amounts for each step in producing the tags and discuss what marketing methods you intend to focus on. Also indicate what your priorities in the use of funds are if you do not obtain the full amount required to finance your operations.

We have noted the comment and have revised the Plan of Operation section to the description of our business plan currently appearing in the Description of Business on page 27.  Additionally, we have revised the Management’s Discussion and Analysis of Financial Condition and Result of Operation section to indicate when we plan to begin producing our tags.

Once the Company raises the nece

May 3, 2011
 Ralph Montrone Chief Executive Officer Trail One, Inc.
1844 South 3850 West
Salt Lake City, UT 84104
Re: Trail One, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed on April 19, 2011
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your responses to the comments in our letter dated March 30, 2011
and have the following additional comments.
 General

1. Please revise your table of contents to include the Descrip tion of Property and
Independent Director/Corporate Governance Committee sections.
 Registration Statement Cover Page

2. Please remove the “small business issuer” de signation on the cover of the registration
statement.

Calculation of Registration Fee Table

3. We note your response to our prior comment th ree and reissue our co mment.  It appears
that you are determining the registration fee pur suant to Rule 457(a) as opposed to Rule
457(o).  Please advise or revi se your fee table accordingly.
 Prospectus Cover Page

4. We note your disclosure in the last sentence on the prospectus cover page.  Please advise
as to what supplements you may have to the prospectus.  Alternatively, please delete the
reference to any supplemen ts to the prospectus.

Ralph Montrone Trail One, Inc. May 3, 2011 Page 2

Prospectus Summary, page 1

 General Introduction, page 1

5. Please revise the first paragraph of this se ction to update your lo sses from inception to
December 31, 2010.

6. We note your response to our prio r comment four and reissue our  comment in part.  It is
still unclear from your disclosure how you intend  to market individualized license tags to
the wholesale market.  Please clarify what pr oduct will actually be so ld to the wholesale
customers.

7. Please revise to explain why there is a signi ficant price range of $80 to $700 per tag at
which you plan to sell your products to wholesal ers.  Please also advise as to how this
disclosure regarding the price range is consis tent with the disclosure in the last full
paragraph on page 16 regarding a selling price of $150.

8. Although we note your response to our prior co mment six, please revise your registration
statement throughout to disclose consistently  your plans to raise capital through equity
security sales, debt instruments, and privat e financing.  In this regard we note, for
example, your disclosure on pages 15, 17, 22, 23, 25, and 27.
 Risk Factors, page 3

9. We note your response to our prior comment nine .  Please advise as to why it is only the
risks described on page ten of the prospectus that, if realized, could harm your business,
operating results and financial condition.  Altern atively, please revise your disclosure to
clarify that all risks described in the Ri sk Factors section beginning on page 6 could
impact your business, operating re sults and financial condition.
 Risk Factors, page 6

We Require Additional Capital Which We May Be Unable To Raise, page 6

10. We note your response to our prior comment ten and reissue in part.  Please clarify where
you accounted for the cost of $10,000 for deve lopment of strategic relationships
described on page 23.

11. We note your response to our prior comment  11.  Please advise as to how the new
estimated cost to register the shares of common stock of $40,000 is consistent with your
estimated monthly burn rate of  $2,500, especially in light of  the fact that you anticipate
$15,000 in costs associated with public co mpany reporting requirements and newly
applicable corporate governance requirements .  Please also reconcile these disclosures

Ralph Montrone Trail One, Inc. May 3, 2011 Page 3

with the disclosure in the first two sentences  of the first full para graph on page 23 and the
disclosure in the last  sentence of the fifth full paragraph on page 24.
 We have a short development state operating history, page 9

12. Please revise this risk fact or to correct your reference to “December 31, 2011.”  In
addition, revise the risk factor because it appears to be incomplete or advise.
Management’s Discussion and Analysis of Fina ncial Condition and Result of Operations, page
16
 General Overview; Nature of Business, page 16

13. We note your response to our prior comment 17;  however, you continue to state that you
will provide an internet site in March 2011 fo r customers to purchase automobile license
plate tags.  Please revise your disclosure to describe the current status of your website.

14. We note your disclosure in the four bullet points on page 18.  The uses for the $75,000, if
raised, set forth in these four bullet points do not appear to match the disclosure in the
risk factor starting at the bottom of page 6.  We also note that the disclosure in the six
bullet points at the bottom of page 23 and in the four bullet points on page 27 appear
inconsistent with the above referenced disc losure on pages 6 and 18.  Please advise or
revise for consistency.
 Liquidity and Capital Resources, page 22

15. We note your response to our prior comment 15 and we still note your disclosure in the
last sentence on page 22 that you may have  to reduce expenses, including officer’s
compensation, if you are unable to achieve prof itable operations in the near term.  We
note similar disclosure in the second sentence  of the first full paragraph on page 22.
These statements appear to conflict w ith your disclosure on pages 33 and 34 which
indicate that you are not payi ng any salaries at this time and do not have any current
intention of paying any salaries.  Please  advise or revise  for consistency.
 Satisfaction of Our Cash Obligations for the Next Twelve Months, page 24

16. We note your disclosure regarding the devel opment of the necessary software for the
CNC machine and programming of the CNC machine.  Please revise to disclose who will
perform these functions, their costs and estimated time to co mplete these tasks.  If
applicable, please also revise your Plan of Operation secti on to include these tasks and
the timeframes for their completion.

Ralph Montrone Trail One, Inc. May 3, 2011 Page 4

Plan of Operation, page 25

17. We note your response to our prior comment 20 and reissue our comment.  Please revise
your Plan of Operation section to include the description of your business plan that
currently appears in the Description of Busi ness section on page 27.  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 Resu lts of Operations s ection.  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
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.
 Description of Business, page 26

 Employees, page 31

18. We note your response to our prior comment  25 and your plans to begin paying Mr.
Montrone’s salary when you raise $75,000 in  funding.  However, on page 33 you state
that you will not pay any compensation until your operations generate sufficient cash
flow.  Please revise for c onsistency or advise.
 Management, page 31

 Directors, Executive Officers, Promoters and Control Persons, page 31

19. Please provide the information in the table in this section as of a more recent date than
September 9, 2010.
 Part II

 Item 13.  Other Expenses of Issuance and Distribution, page II-1

20. We note your responses to our prior comments  2 and 11.  Please update this section as
appropriate.

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.

Ralph Montrone Trail One, Inc. May 3, 2011 Page 5

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): Steven Sager   (877) 255-9218

CORRESP
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filename1.htm

    trailone_corres.htm

TRAIL ONE, INC.

1844 South 3850 West

Salt Lake City, UT 84104

April 19, 2011

United States Securities and Exchange Commission

Washington D.C. 20549

RE:          TRAIL ONE, INC.

Amendment No. 3 to Registration Statement on Form S-1

Filed on April 13, 2011

File No. 333-170781

Attention:  Tonya Bryan of Julie F. Rizzo’s office

To Whom It May Concern:

In response to your letter dated March, 30, 2011, TRAIL ONE, INC. wishes to address the following comments.

General Overview

1. Please revise to include pages 1 through 5 as your page numbers currently begin on page 6.  In addition, please update the reference to the risk factors section on the prospectus cover page.

We have noted this comment and we have revised our page numbering system to include pages 1 through 5, with the Prospectus Summary beginning on page number 1.

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 that was in effect at the time of the initial filing of this registration statement.  Please advise or revise your fee table accordingly.

We have noted your comments and have revised our fee table to reflect the rate of $116.10 per million which was in effect at the time of the initial filling of this registration statement by calculating the pro-rata fee of $0.57 using the following calculations: ($8,000/$1,000,000 * $116.10 = $0.93).

3. Additionally, it appears that you are determining the registration fee pursuant to Rule 457(a) as opposed to rule 457(o). Please advise or revise you fee table accordingly.

We have noted your comment and have revised our fee table to 457(a) as opposed to rule 457 (o).

United States Securities and Exchange Commission

April 19, 2011

Page 2

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 the end user.  In addition, please clarify what product will actually be sold to the whole sale customer and at what price.

We intend to market our sales to both the wholesale and retail markets on a ‘pre-order basis’. With respect to the wholesale market, we will solicit bulk sales to wholesalers who will order our products from a catalogue prior to the commencement of our manufacturing process which they will then be able to re-sell to the general public, as well as, through licensing ventures whereby we will sell licenses to enable a retailer to manufacture and sell our products directly to the consumers themselves. Our retail sales will be made to the general public who will order our products on a, ‘made to order basis’ through the internet or salesmen.

Also, we acknowledge the Commission’s comments with respect to the products and anticipated sales prices, and have revised the disclosure throughout as follows:

Trail One, Inc. is presently marketing a license plate tag for automobiles. Trail One, Inc. will market an aluminum license plate tag for automobiles.  It is an aluminum license plate bracket which will be decorated in any manner requested by the wholesale customer, and sold to the wholesale customer, at prices ranging from $80 to $700.  Since its inception, on September 9, 2010 Trail One has incurred losses to September 30, 2010.

Trail One, Inc. is presently attempting to market its sole intended product (which has not yet been produced), an aluminum license plate tag for automobiles in the Salt Lake City, Utah area.

License plate tags are more commonly known as license plate frames/holders.  Our product is a computer generated license plate tag, produced by using a highly sophisticated laser guided CNC metal cutting flat surface screened lathe/cutter, which will be made to order to each specific customer’s wants and desires with an individualized custom look.  The material used for each license plate tag will be aluminum.  Then each individualized license plate tag will be embellished with personalized script/saying to that own person’s taste. We intend to sub-contract the actual manufacturing of each license plate tag to a manufacturer to our approved specifications, but will be taking the product to market by our own marketing efforts. Each tag will be a special order by the end user.  The end user will be able to order the tag directly from Trail One or by placing a specialty order with a wholesaler.  We are attempting to position ourselves to market our product to both the wholesale and retail markets, but at this time Trail One does not have any wholesalers marketing the product.  We intend to market our sales to both the wholesale and retail markets on a ‘pre-order basis’. With respect to the wholesale market, we will solicit bulk sales to wholesalers who will order our products from a catalogue prior to the commencement of our manufacturing process which they will then be able to re-sell to the general public, as well as, through licensing ventures whereby we will sell licenses to enable a retailer to manufacture and sell our products directly to the consumers themselves. Our retail sales will be made to the general public who will order our products on a, ‘made to order basis’ through the internet or salesmen.

5. We note your response to our prior comment two and reissue our comment in part.  You disclose on pages 6, 22 and 28 that your monthly burn rate is $1,000.  We also note your disclosures on pages 6, 15, and 27 where you state that your monthly 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.

We have noted your comments and have revised our burn rate throughout to be consistent based on a projected monthly burn rate of $2,500.

United States Securities and Exchange Commission

April 19, 2011

Page 3

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 security sales.  This disclosure appears to conflict with your disclosures in the last paragraph of the Business Development section that you plan to raise money through debt instruments or private financing.  Please advise or revise your disclosure for consistency here and elsewhere in the registration statement as applicable.  Additionally, please revise your disclosure to clarify that there is no guarantee you will be able to raise funds through equity security sales and that you have no agreements in place to raise money through debt instruments or private financing here and throughout you registration statement as applicable.

We have noted this comment and have revised the disclosure on pages 1 and 2 as follows:

We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that is sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next twelve months. We will need to obtain additional financing to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt instruments or private financing. (See "Plan of Operation")

Our independent auditors have added an explanatory paragraph to their report of our audited financial statements for the year ended September 30, 2010, stating that our net loss of ($15,500), lack of revenues and dependence on our ability to raise additional capital to continue our business, raise substantial doubt about our ability to continue as a going concern. Our financial statements and their explanatory notes included as part of this prospectus do not include any adjustments that might result from the outcome of this uncertainty. They are no guarantee that we will be able to raise funds through the sale of equity securities and we have no agreement in place to raise money through debt instruments or private financing. If we fail to obtain additional financing, either through an offering of our securities or by obtaining loans, we may be forced to cease our planned business operations altogether.

Business Development, page 7

Subsequent Sale 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 section to remove all marketing language.  We note, for example, “our products 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 catalog companies that cater specifically to the elite/rich & famous clientele,” and “our product to be distinguished, exclusive and refined.” Please revise similar disclosures on pages 23 and 32 of your filing.

We have noted your comment and have revised throughout as follows:

We have established a one-prong sales approach; our approach utilizes direct sales through Ralph Montrone.  Our direct sales will be conducted by Mr. Montrone.  He will market the product locally in the Salt Lake City, Utah area to automobile specialty shops.  His current marketing strategy consists of various Point of Sale material including posters and flyers developed by Mr. Montrone in the past several months.

We intend to derive income from these sales and our goal is to establish brand recognition.

United States Securities and Exchange Commission

April 19, 2011

Page 4

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

We have noted your comment and have revised throughout as follows:

Trail One, Inc. will commence marketing license plate tags for sale to the general public.  The Company is presently developing its marketing program to sell license plate tags to the general public. .  We also intend to market our product through our website: www.trailonecnc.com which is currently under development/construction. The Company has not sold the product to anyone at this time. Trail One, Inc. is considered a development stage company because it has not commenced its major operations. In addition the Company has not achieved any revenue in connection with its business to date. As a result we are a startup company, that is, we have no operating history or revenue, and are at a competitive disadvantage.

Risk Factors, page 8

9. Please revise the second sentence of this paragraph to clarify which risks and uncertainties are “described below” and the third sentence of this section to clarify “any of the following risks.” Additionally, please revise the last sentence of this section to clarify that all known material risks are discussed in the Risk Factor Section.

We have noted your comment and have revised the disclosure as follows:

The Company's financial condition, business, operation and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties described on page 10 of this prospectus entitled Risk Factors” as well as the other information in this report before deciding to invest in our Company. All known materials risks are discussed in the Risk Factors section of this prospectus.  If any of the risks described on Page 10 of this Prospectus entitled Risk Factors are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment.

Risk Factors, page 11

We Require Additional Capital Which We May Not Be Able to Raise, page 11

10. We note your response to our prior comment eight.  Please also reconcile your disclosure here that you will require approximately $95,000 with your disclosure in the Prospectus Summary, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation sections that you will require $75,000 in funds.  Additionally, please clarify where you accounted the cost of $10,000 for development of relationships with strategic partners that appears on page 15.  Similarly, revise your disclosure to clarify what is included in “regulatory processes “and disclose the applicable cost or advise.

We have noted your comments and have revised the $95,000 stated in the Company’s disclosure in the Prospectus Summary to $75,000 to reconcile with Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation sections that we will require $75,000 in funds.

Additionally, we have deleted the statement wherein the Company claims that it expects to spend $10,000 for the development of “strategic business partners”.

United States Securities and Exchange Commission

April 19, 2011

Page 5

11. We note your disclosure in this risk factor 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 Expenses paragraph on page 25 and 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.

We acknowledge the commission’s comments and have revised our disclosures throughout to reflect our new estimated cost to register the shares of common stock at $40,000, which is consistent with the approximate $24,500 we have spent through December 31, 2010 and our estimated monthly burn rate of $2,500.

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

We have noted your comments and have revised the disclosure as follows:

Although we have from time to time reviewed opportunities provided to us by investment bankers or potential investors in regard to additional equity financings, there can be no assurance that additional financing will be available when needed, or if available, will be available on acceptable terms.  The Company also does not have any agreement in place with any investment bankers or potential investors to provide the Company with any financing.  Insufficient funds may prevent us from implementing our business strategy and will require us to further delay, scale back or eliminate our marketing program, or to scale back or eliminate our other operations.

In order to obtain working capital we will continue to:

●

seek capital through debt or equity financing which may include the issuance of convertible debentures or convertible preferred stock whose rights and preferences are superior to those of the common stockholders, and

●

seek advantageous financial transactions for the Company while taking into account the impact on our shareholders, dilution, loss of voting power and the possibility of a change-in-control.

In the event that we issue convertible 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, please revise this risk factor to state that, if true, substantial dilution can occur to existing shareholders if convertible debentures are issued without a limit on the number of shares that can

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

CORRESP
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    trailone_corresp.htm

TRAIL ONE, INC.

1844 South West

 Salt Lake City, UT 84104

March 16, 2011

Via EDGAR

United States Securities and Exchange Commission

Washington D.C. 20549

Re:

TRAIL ONE, INC.

Amendment No. 2 to Registration Statement on Form S-1

Filed on March 16, 2011

File No. 333-170781

Attention: Tonya Bryan of Julie F. Rizzo

To Whom It May Concern:

In response to your letter dated February 03, 2011, TRAIL ONE, INC., wishes to address the following comments.

General  Overview

In the company’s form S-1filed on March 16, 2011 as amended, the company has corrected the spelling of its name throughout the documents.  The company’s legal name is Trail One, Inc. as stated in the articles of incorporation filed with the Secretary of State in Nevada on September 9, 2011. The company mistakenly spelled the name without a space between Trail and One in its filings on November 23, 2010 and January 21, 2011.

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 “made 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.

We have noted this comment and have revised the disclosure on page 5 and through out.

Each tag will be a special order by the end user.  The end user will be able to order the tag directly from Trail One or by placing a specialty order with a wholesaler. At this time Trail One does not have any wholesalers marketing the product.

1

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, please clarify whether you are providing a monthly burn rate.  In this regard we note your disclosure that “[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 $1,000.00 and $4,000.00, respectively.

We have noted this comment and have revised the disclosure on page 12 and throughout.

Management anticipates that losses will continue to increase from current levels because the Company expects to incur additional costs and expenses related to: marketing and promotional activities; the possible addition of new personnel; and the development of relationships with strategic business partners for an estimated amount of approximately $10,000.00. This amount will last the company six months.  It is anticipated that said amount will be obtained by a loan from Ralph Montrone.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

However, it is estimated that the amount of additional costs and expenses associated with public company reporting requirements will be approximately $10,000.00.  This amount will last the company twelve months.  It is also estimated that the amount of additional costs and expenses associated with newly applicable corporate governance requirements will be approximately $5,000.00. This amount will last the company twelve months.

3.

We note your response to our prior comment seven and reissue our comment in part.  Please clarify whether you are currently developing 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 such as the minerals and gems that you will use on the license plate tags.

We have noted this comment and revised the disclosure on page 5 and throughout.

Trail One, Inc. is presently marketing a license plate tag for automobiles.  The license plate tag is car jewelry, which is like a piece of art which is unique to meet the needs of those who want to add a custom look to their vehicles, and is not made to replace a car’s license plate issued by government agencies.  Since its inception, on September 9, 2010 Trail One has incurred losses to September 30, 2010.

Business Development, page 1

4.

Please provide consistent disclosure regarding your marketing efforts.  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 the general public” and that you are not “offering the product to anyone at this time.”

We have noted this comment and revised the disclosure throughout.

2

Subsequent Sales Strategy, page 8

5.

We note your response to our prior comment eight.  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 automobile enthusiast,” “high end retailers,” “high end catalog companies that cater specifically to the elite/rich & famous clientele,” “our product to be distinguished, exclusive and refined” and “[o]ur product is intended to add the ultimate in personalized “Bling” to any automobile.”

We have noted this disclosure and have revised the disclosure on page 8.

The company is also presently marketing the aluminum license plate tags to the general public, through a combination of direct sales, referral and networking within the industry. The Company plans to educate automobile advertisers about our product and work to obtain sales by the ways discussed herein. Because our product offers a very high rate of exclusivity, our target market will be to individuals such as professional athletes Movie and Music entertainers, and high end automobile enthusiasts, including middle to high income earning individuals in the public sector.  Currently we are planning to market out product through the sources noted above, through direct contacts at wholesale/retail trade shows, such as SEMA (Specialty Equipment Market Association), International Auto Show (Circuit), World of Wheels – Indianapolis, and DUB Auto Show Tour.  We do not have any agreements with these advertisers at this time.  We also intend to market our product through our website: www.Trail Onecnc.com which is currently under development/construction.  It is our intention to also retail through high end retailers and automobile specialty shops and high end catalog companies that cater specifically to the elite/rich & famous clientele, as well as by word of mouth advertising.  We intend for our product to be distinguished, exclusive and refined to meet the needs of those who intend on setting themselves apart from the crowd while driving their vehicles. Trail One, Inc. is considered a development stage company because it has not commenced its major operations. In addition the company has not achieved any revenue in connection with its business to date. As a result we are a startup company, that is, we have no operating history or revenue, and are at a competitive disadvantage.

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.

We have noted this comment and have revised the disclosure see comment number 5 above.

7.

Please advise whether you have any agreements in place to advertise with companies discussed in this section.  If so, please file these agreements as exhibits to your registration statement.  If not, please remove references to specific companies.

We have noted this comment and have revised the disclosure see comment number 5 above.

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 clarify whether you have provided annual cost estimates here and on page 8. In this regard, we note your disclosure on page 15 that the development of relationships with strategic business partners alone will cost $10,000.  Additionally, please revise to clarify whether you have any agreement in place with Mr. Montrone to provide this financing.

We have noted this comment and have revised the disclosure on pages 5

WE REQUIRE ADDITIONAL CAPITAL WHICH WE MAY BE UNABLE TO RAISE WHICH MAY CAUSE US TO STOP OR CUT BACK OUR OPERATIONS.

Through December 31, 2011 we have spent approximately $18,000 dollars.  Our currently estimated annual expenses are approximately $95,000.  We anticipate that we will need approximately $95,000 to complete all necessary stages in order to market our one license plate tag in the United States.

Obtaining additional financing will be subject to a number of factors, including Trail One’s lack of revenue. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. See “Description of Business.”

3

No assurance can be given that Trail One will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. The inability of Trail One to gain access to capital markets or obtain acceptable financing will have a material adverse effect upon the results of its operations and its financial conditions. The proceeds from the sale of the securities offered in this registration statement will go directly to the selling security holder and not to Trail One. As such, this offering might negatively affect Trail One’s ability to raise needed funds through a primary offering of Trail One’s securities in the future

Due to the fact we are small and do not have much capital, we must limit our marketing activities to a relatively small number of potential customers having the likelihood of purchasing our product. We intend to generate revenue through the sale of our one product. Because we will be limiting the scope of our marketing activities, we may not be able to generate timely or sufficient sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.  The company’s financing requirements for next twelve month are the following.

·

$35,000 toward marketing materials which include filers, broachers, direct marketing DVD’s and mailing costs.

·

$10,000. towards direct sales and direct mail (automobile industry)

·

regulatory processes,

·

$10,000 Software and hardware to develop an internet site

·

$25,000 Program administration and working capital

·

$10,000 Costs and expenses associated with public company reporting requirements

·

$5,000 expenses associated with newly applicable corporate governance requirements

Our future capital requirements depend on many factors, including the following:

·

the progress of our direct sales,

·

the progress of marketing to the end users,

·

The progress in getting our web site completed and operational.

Although we have from time to time reviewed opportunities provided to us by investment bankers or potential investors in regard to additional equity financings, there can be no assurance that additional financing will be available when needed, or if available, will be available on acceptable terms.  Insufficient funds may prevent us from implementing our business strategy and will require us to further delay, scale back or eliminate our marketing program, or to scale back or eliminate our other operations.

In order to obtain working capital we will continue to:

·

seek capital through debt or equity financing which may include the issuance of convertible debentures or convertible preferred stock whose rights and preferences are superior to those of the common stockholders, and

·

attempt to negotiate the best transactions possible taking into account the impact on our shareholders, dilution, loss of voting power and the possibility of a change-in-control.

Nonetheless, in order to satisfy our working capital needs, it may become necessary to issue convertible securities without a floor on the conversion price.

In the event that we issue convertible preferred stock or convertible debentures without a limit on the number of shares that can be issued upon conversion and if the price of our common stock decreases:

·

the percentage of shares outstanding that will be held by these holders upon conversion will increase accordingly,

·

the lower the market price the greater the number of shares to be issued to these holders upon conversion, thus increasing the potential profits to the holder when the price per share later increases and the holder sells the common shares,

·

the preferred stockholders' potential for increased share issuance and profit, including profits derived from short sales of our common stock, in addition to a stock overhang of an indeterminable amount, may depress the price of our common stock,

·

in the event of our voluntary or involuntary liquidation while the preferred stock are outstanding, the holders of those securities will be entitled to a preference in distribution of our property.

It is anticipated that the $95,000 financing   amount will be obtained by a loan from Ralph Montrone.  At this time we do not have a any agreement in place with Mr. Montrone  for an additional loan.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

However, it is estimated that the amount of additional costs and expenses associated with public company reporting requirements will be approximately $10,000.  It is also estimated that the amount of additional costs and expenses associated with newly applicable corporate governance requirements will be approximately $5,000.

It is anticipated that we may need to obtain a loan from Ralph Montrone to cover these additional costs and expenses.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

4

Special Note Regarding Forward-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 Share Exchange that is not otherwise discussed in the prospectus. Please revise or advise.

We have noted this disclosure and have revised the disclosure on page 10

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Use of Proceeds, page 11

10.

We note your response to our prior comment and reissue your comment.  Please revise to clarify how you intend to pay the remaining $2,500 to cover your fees, costs, and expenses of this offering.

We ha

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

CORRESP
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    trailone_corresp.htm

TRAILONE, INC.

318 N. Carson Street

 Carson City, Nevada 89701

January 20, 2011

Via EDGAR

United States Securities and Exchange Commission

Washington D.C. 20549

Re:

Trailone, Inc.

Registration Statement on Form S-1A

Filed on December 28, 2010

File No. 170781

Attention: Justin Dobbie and Tonya Bryan.

To Whom It May Concern:

In response to your letter dated December 20, 2010 Trailone, Inc., wishes to address the following comments.

General

1.  Please revise to provide disclosure required by Items 102 and 407(a) of Regulation S-K.

We have noted this comment and have revised the disclosure on pages 2 and through the entire disclosure.

Page 2 (Regulation S-K, Item 103)

 Description of Property

Our corporate office are located at1844 South West Salt Lake City, Utah 84104. Ralph Montrone currently owns this location.  This facility is 1,000 square feet of office space and is being provided to the Company free of charge by the sole officer and director, Ralph Montrone.  There are currently no proposed programs for renovation, improvement or development of the facility currently in use.

Page 28 (Regulation S-K, Item 407(a)

INDEPENDENT DIRECTOR/CORPORATE GOVERNANCE COMMITTEE

Our Board of Directors currently consists of only Ralph Montrone.  We are not a ”listed company” under SEC rules and therefore are not required to have separate committees comprise of independent directors. We do not have independent director(s) at this time.

The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.

The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.

1

2. The financial statements should be updated, as necessary, to comply with Rule 8-08 of Regulation S-X.

We have noted this comment and have not revised the disclosure.

The company believes that the effective date will occur prior to February 15, 2011.

3. Please provide a currently dated consent from the independent registered public accountant in the amendment.

We have noted this comment and have revised the disclosure.

We are providing a currently dated consent from the independent registered public accountant.

Prospectus Summary, page 1

Overview, page 1

4. Please revise your disclosure to explain what you mean by "car jewelry."

We have noted this comment and have revised the disclosure on page .

TrailOne, Inc. is presently developing a license plate tag for automobiles.  The license plate tag is car jewelry, which is like a piece of art which is unique to meet the needs of those who want to add a custom look to their vehicles, and is not made to replace a car’s license plate issued by government agencies.  Since its inception, on September 9, 2010 TrailOne has incurred losses to September 30, 2010.

General Introduction, page 1

5. It appears unclear from your disclosure whether you have one type of license plate tag or one tag that has been manufactured to date. Please revise or advise.

We have noted this comment and have revised the disclosure on page 1.

The company is presently attempting to market its sole intended product (which has not yet been produced), a license plate tag for automobiles in the Salt Lake City, Utah area.

6. Please revise to indicate your monthly burn rate as well as the amount of time that your present capital will last at this rate.

We have noted this comment and have revised the disclosure on page 1.

Taking into account that our company is a new startup and is without an established income stream and/or profit & loss statement and has not yet produced any product for sale, the estimated monthly burn rate projected during the first fiscal year, without due consideration for adjustment is $43,958.33.  This includes a 3 month burn, in cash, considering the company encounters a bad quarter during its first year in business beginning with the first current due date and ending with the cash zero date.

2

7. Please revise this section to describe in reasonable detail the license plate tag you are developing. Include a discussion of what it will look like, how it will be made and from what materials. Please also clarify whether you are currently developing the product or marketing the product, or both. Your disclosure on this point is inconsistent. if you are marketing the product, describe how you are doing so and to whom.

We have noted this comment and have revised the disclosure on page 1 and throughout.

License plate tags are more commonly known as license plate frames/holders.  Ours will be made to order to each specific customer’s wants and desires with an individualized custom look.  We are attempting to position ourselves to market our product to both the wholesale and retail markets.  Our product is a computer generated license plate tag, produced by using a highly sophisticated laser guided CNC metal cutting flat surface screened lathe/cutter. The materials used for each license plate tag will be from either steel, platinum, titanium or gold.  Then each individualized license plate tag will be embellished with chrome, silver or gold plate, personalized script/saying and jeweled to that own person’s taste, set with fine minerals, gems, or the like. We intend to sub-contract the actual manufacturing of each license plate tag to a manufacturer to our approved specifications, but will be taking the product to market by our own marketing efforts.

Business Development, page 1

8. You state that you are marketing a tag for sale to the general public. Please revise here and elsewhere in the prospectus to clarify your target market. For example, on page 27 you state that you are marketing a tag to automobile specialty shops, Please be specific in your discussion of to whom you intend to sell your products and how.

We have noted this comment and have revise the disclosure on pages 7, 20 and 29.

Initial Sales Strategy:

We have established a one-prong sales approach; our approach utilizes direct sales through Ralph Montrone. Our direct sales is being conducted by Mr. Montrone, he is currently attempting to market the product locally in the Salt Lake City, Utah area to automobile specialty shops.  His current marketing strategy consists of various Point of Sale material including posters and flyers developed by Mr. Montrone in the past several months.

We intend to derive income from these sales and our goal is establish brand recognition.

Subsequent Sales Strategy

The company is also presently developing its marketing program to sell license plate tags to the general public, through a combination of direct sales, referral and networking within the industry. The Company plans to educate automobile advertisers about our product and work to obtain sales by the ways discussed herein. Because our product offers a very high rate of exclusivity, our target market will be to individuals such as athletes in the NFL, NBA, MLB, and NHL; Hollywood and Music entertainers/stars; NASCAR, NHRA, FIA (Formula One) drivers; and high end automobile enthusiasts, including middle to high income earning individuals in the public sector.  Currently we are planning to market out product through the sources noted above, through direct contacts at wholesale/retail trade shows, such as SEMA (Specialty Equipment Market Association), International Auto Show (Circuit), World of Wheels – Indianapolis, and DUB Auto Show Tour.  We also intend to use direct target marketing through monthly publications such as Automobile, Road & Track, Car & Driver, as well as on their respective websites.  We also intend to market our product through our website: www.trailonecnc.com which is currently under development/construction.  It is our intention to also retail through high end retailers and automobile specialty shops such as DUB Auto  and high end catalog companies that cater specifically to the elite/rich & famous clientele, as well as by word of mouth advertising.  We intend for our product to be distinguished, exclusive and refined to meet the needs of those who intend on setting themselves apart from the crowd while driving their vehicles, such as Porsche, Bentley, Mercedes-Benz, Ferrari, Lamborghini, Jaguar, Maserati, Rand Rove, Hummer, Cadillac, etc…  Our product is intended to add the ultimate in personalized “Bling” to any automobile. The company is not offering the product to anyone at this time.   TrailOne, Inc. is considered a development stage company because it has not commenced its major operations. In addition the company has not achieved any revenue in connection with its business to date. As a result we are a startup company, that is, we have no operating history or revenue, and are at a competitive disadvantage.

3

Risk Factors, page 5

9.  We note your statement on page 28 that you have not taken any steps to test the product on automobiles. Please add a risk factor so that investors can evaluate this risk.

We have noted this comment and have not revised the disclosure as to Risk Factor however we have revised page 28.

In September of 2010, Advanced Precision Manufacturing Inc. (APMI) and TrailOne finalized the specifications for the TrailOne tag; APMI will manufacture the Aluminum tag for the company. TrailOne does not have any formal agreements with APMI to manufacture its tags. All key metal (solid aluminum) included in our product are readily available from APMI.   APMI has advised TrailOne that they can manufacture each tag for $90.00.  APMI has not produced any tags for TrailOne at this time.

10.  It appears that the development of your business is highly reliant upon the manufacturing capabilities of APMI with whom you have no agreement. Please include a risk factor discussing the risk related to your reliance upon APMI.

We have noted this comment and have revised the disclosure on page 6.

WE ARE HIGHLY RELIANT UPON THE MANUFACTURING CAPABILITIES OF APMI OUR INTENDED SUB-CONTRCATOR/MANUFACTURER WITH WHOM WE HAVE NO AGREEMENT AT THIS TIME

Our company is currently solely reliant on APMI to manufacture our product.  Should APMI not manufacture our product as intended, we may or may not be able to secure another manufacturer to manufacture our product which would result in a failure of our business.

We Have a History of Losses, page 8

11.  Please revise to estimate the amount of your additional costs and expenses here, additionally, please include an estimate of costs associated with public company reporting requirements and costs associated with newly applicable corporate governance requirements on page 8.

We have noted this comment and have revised the disclosure on page 8.

Management anticipates that losses will continue to increase from current levels because the Company expects to incur additional costs and expenses related to: marketing and promotional activities; the possible addition of new personnel; and the development of relationships with strategic business partners for an estimated amount of approximately $10,000.00.  It is anticipated that said amount will be obtained by a loan from Ralph Montrone.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

However, it is estimated that the amount of additional costs and expenses associated with public company reporting requirements will be approximately $10,000.00.  It is also estimated that the amount of additional costs and expenses associated with newly applicable corporate governance requirements will be approximately $5,000.00.

It is anticipated that we may need to obtain a loan from Ralph Montrone to cover these additional costs and expenses.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

4

If we Do not Obtain Additional Financing, page 8

12. Please revise this risk factor to include an estimate of additional financing you will need to obtain here and on page 8.

We have noted this comment and have revised the disclosure.

We have noted this comment and have revised the disclosure on page 8.

Management anticipates that losses will continue to increase from current levels because the Company expects to incur additional costs and expenses related to: marketing and promotional activities; the possible addition of new personnel; and the development of relationships with strategic business partners for an estimated amount of approximately $10,000.00.  It is anticipated that said amount will be obtained by a loan from Ralph Montrone.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

We have noted this comment and have revised the disclosure on page 8.

However, it is estimated that the amount of additional costs and expenses associated with public company reporting requirements will be approximately $10,000.00.  It is also estimated that the amount of additional costs and expenses associated with newly applicable corporate governance requirements will be approximately $5,000.00.

It is anticipated that we may need to obtain a loan from Ralph Montrone to cover these additional costs and expenses.  In the event that we are unable to secure such a loan from Mr. Montrone, or some other source(s), unknown at this time, we will not be able to continue forward and our business will fail.

We Have a Short Development Stage Operating history, page 7

13. Please reconcile your disclosure that you are "continuing to build (your] customer base" with the statement that you "do not have any customers at this time."

We have noted this comment and have revised the disclosure on page 7.

We have a short development stage operating history from September 9, 2010 to September 30, 2010 for investors to evaluate the potential of our business development. We are continuing our attempts to try market our product and to try to build a customer base for our product, which has not been manufactured yet. We do not have any customers at this time.

Special Note Regarding Forward-Looking Statement, page 10

14. You refer in this section to the expected impact of a Share Exchange that is not otherwise discussed in the prospectus. Please revise or advise.

We have noted this comment and have revised the disclosure on page 10.

There is no Stock Exchange anticipated by us and we have therefore deleted any reference to same from the disclosure.

5

Use of Proceeds, page 11

15. Please revise to clarify how you intend to pay the remaining $2,500 to cover your fees, costs, and expenses of this offering.

We have noted this comment and have revised the disclosure on page 11.

We intend to pay the remaining estimated $2,500.00 to cover the fees, costs and expenses of this offering when due from a loan to be obtained from Ralph Montrone.

16. You refer to an "investment agreement" with the selling security holder. Please file this agreement as an exhibit to the registration statement and include a description of the material terms of the agreement in the prospectus.

We have noted this comment and have revised the disclosure on page 11.

We do not have an “investment agreement” with the selling security holder and have deleted any reference to same in the disclosure.

Plan of Distribution. page 12

17. Please clearly disclose on page 18 that there ca

December 20, 2010
 Ralph Montrone Chief Executive Officer Trailone, Inc. 318 N. Carson Street
Carson City, NV 89701

Re: Trailone, Inc.
Registration Statement on Form S-1 Filed on November 23, 2010
  File No. 333-170781

Dear Mr. Montrone:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please revise to provide disclosure require d by Items 102 and 407(a) of Regulation S-K.

2. The financial statements should be updated, as  necessary, to comply with Rule 8-08 of
Regulation S-X.
 3. Please provide a currently dated consent from the independent registered public
accountant in the amendment.

Prospectus Summary, page 6

 Overview, page 6

4. Please revise your disclosure to expl ain what you mean by “car jewelry.”

Ralph Montrone Trailone, Inc. December 20, 2010 Page 2

General Introduction, page 6

5. It appears unclear from your disclosure whethe r you have one type of license plate tag or
one tag that has been manufactured to  date.  Please revise or advise.

6. Please revise to indicate your monthly burn rate  as well as the amount  of time that your
present capital will last at this rate.

7. Please revise this section to describe in reasonable detail the li cense plate tag you are
developing.  Include a discussion of what it will look like, how it will be made and from
what materials.  Please also clarify whet her you are currently de veloping the product or
marketing the product, or both.  Your disclosure  on this point is inconsistent.  If you are
marketing the product, describe how you are doing so and to whom.

Business Development, page 6

8. You state that you are marketing a tag for sale to the general public.  Please revise here
and elsewhere in the prospectus to clarify your  target market.  For example, on page 27
you state that you are marketing a tag to autom obile specialty shops.  Please be specific
in your discussion of to whom you in tend to sell your products and how.

Risk Factors, page 10

9. We note your statement on page 28 that you have  not taken any steps to test the product
on automobiles.  Please add a risk factor so that investors can evaluate this risk.

10. It appears that the developm ent of your business is highl y reliant upon the manufacturing
capabilities of APMI with wh om you have no agreement.  Please include a risk factor
discussing the risk relate d to your reliance upon APMI.

We Have a History of Losses, page 10

11. Please revise to estimate the amount of your additional costs and expenses here.
Additionally, please include an estimate of  costs associated with public company
reporting requirements and costs associated wi th newly applicable corporate governance
requirements on page 13.
 If We Do not Obtain Additional Financing, page 10

12. Please revise this risk factor to include an estimate of additional financing you will need
to obtain here and on page 13.

Ralph Montrone Trailone, Inc. December 20, 2010 Page 3

We Have a Short Development St age Operating History, page 12

13. Please reconcile your disclosure that you are “continuing to build [your] customer base”
with the statement that you “do not have any customers at this time.”
 Special Note Regarding Forwar d-Looking Statements, page 15

14. You refer in this section to the expected imp act of a Share Exchange that is not otherwise
discussed in the prospectus.  Please revise or advise.
 Use of Proceeds, page 16

15. Please revise to clarify how you intend to pay the remaining $2,500 to cover your fees,
costs, and expenses of this offering.

16. You refer to an “investment agreement” with th e selling security holder.  Please file this
agreement as an exhibit to the registration statement and include a description of the
material terms of the agreement in the prospectus.
 Plan of Distribution, page 17

17. Please clearly disclose on page 18 that there can be no assurance that you will find a
market maker and no assurance that your shar es will be approved for trading on the OTC
Bulletin Board.
 Management’s Discussion and Analysis of Fina ncial Condition and Result of Operations, page
19

18. Please revise to discuss in greater detail your plan of operation for the next twelve
months by providing a more deta iled discussion of your plan for raising additional capital
including each step required as well as a ny contingencies in the raising of additional
capital.  In addition, provide a discu ssion of how long you can satisfy your cash
requirements, given your current amount of wo rking capital.  As part of your discussion,
disclose your monthly burn rate.

19. It appears from your prior disclosure on page 16 that the majority of audit fees, legal fees,
and all other expenses associated with the offering in the amount of $15,500 have already
been paid.  Please revise your disclosure on pa ge 20 that you intend to pay these fees as
they become due or advise.  Similarly, revise your disclosure on pages 25 and 27.

20. Please revise to explain your “direct sale s model through Mr. Montrone” on page 20 and
elsewhere.  In addition, explain how do you plan to “educate automobile advertisers
about [your] products and work to obtai n sales” on page 20 and elsewhere.

Ralph Montrone Trailone, Inc. December 20, 2010 Page 4

Liquidity and Capital Resources, page 24

21. Please reconcile for consistency your disclosure  that you “do not believe that [you] shall
be forced to enter into any l ong or short term debt arrangements” with your disclosure on
pages 6, 10 and elsewhere in your registration statement th at you will need to obtain
additional financing in order to complete your business plan.
 Plan of Operation, page 26

22. Please revise significantly your  plan of operation and MD&A  sections to discuss your
detailed plan to become operational and thr ough to revenue generation.  This discussion
should include each specific step you intend to  take toward this goal and describe your
intended sources and uses of funds, providi ng timeframes and quantified estimates of
these amounts for each step.

23. Your plan of operation is entirely relia nt upon additional financing of $75,000.  Please
discuss the specific actions you have taken and intend to take in order to acquire this
financing.  Please also discuss your expected timeline for completing this financing.  In
addition, please discuss what type of experience Mr. Montro ne has in such financing
activities that would be relevant to the company’s current needs.

24. We note your disclosure in notes to financia l statements on page F-6 that your products
will be available in “USDM (American); JOM (Japanese); EURO (European) and AU
(Australian) dimensions.”  If you plan to  market your products internationally, please
include a brief discussion of these plans in the plan of operation section of your
registration statement or advise.
 Organization Within Last  Five Years, page 27

25. You do not appear to provide any services.  Pl ease revise your disc losure that you intend
to “put [your] servic e on the internet” for consistency or advise.
 Unique Features of the Company, page 28

26. Please briefly describe the “CNC machine.”

Description of Products, page 28

27. Please expand your product desc ription to include your product’s major features and
characteristics.  If applicable, explain how it differs from other similar products currently
on the market.

28. Please expand your disclosure to clarify your st atement that you “own all the rights to the
specifications for the automobile license plate tag.”  Revise your registration statement to

Ralph Montrone Trailone, Inc. December 20, 2010 Page 5

disclose whether you registered any tradem arks, patents or hold  other intellectual
property rights.
 The Automobile License Plate Industry, page 29

29. Please revise your disclosure on page 30 to remove quotes from your competitors.
Instead, briefly list and describe your competition.
 Niche Industry, page 31

30. It is unclear from your disclosure what your niche is.  Please revi se your disclosure to
provide sufficient information about the nich e market within your industry or advise.
 Employees, page 31

31. You state on page 27 that you have two employees.  On page 31, however, you only
mention Mr. Montrone.  Pl ease revise or advise.

32. Please revise this discussion to clarify how much time Mr. Montrone currently devotes to
the affairs of the company and when he will begin to devote 40 hours a week.

Management, page 31
 Directors, Executive Officers, Promoters and Control Persons, page 31

33. You state that Ralph Montrone is your promoter.  Please prov ide all required disclosure
pursuant to Item 404(c) of Regulation S-K fo r Mr. Montrone and any other promoters or
advise.
 Management Biographies, page 32

34. Please list Mr. Montrone’s posi tion with Western Sheet Metal for the last five years.
Refer to Item 401(e) of Regulation S-K.
 Interest of Management and Others  in Certain Transactions, page 35

35. Please provide the disclosure  required by Item 404(a) fo r the “transaction described
above” in this section.
 Item 17.  Undertakings, page II-2

36. It does not appear that you are conducting an underwritten offering.  Please remove the
first paragraph in this section because it doe s not appear to appl y to your offering or
advise.

Ralph Montrone Trailone, Inc. December 20, 2010 Page 6

 Exhibit 5.1

37. Please revise the legal opinion to refere nce Form S-1 filed on November 23, 2010, as
amended.

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.

Ralph Montrone Trailone, Inc. December 20, 2010 Page 7

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) 551-3469 with any other
questions.
Sincerely,

Justin Dobbie Special Counsel
 cc (via fax): Leo J. Moriarty   (714) 316-1306