SecProbe.io

October 14, 2011
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Registration Statement on Form S-1 Filed September 19, 2011
  File No. 333-176909
Dear Mr. Guidry:

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. We note that the selling securit yholder acquired the shares to be registered recently for
the same price for which the shares are in itially being offered, and, upon conversion, the
shares would represent approximately 86%  and 100% of the company’s outstanding
shares of common stock and outstanding shares  of common stock held by non-affiliates,
respectively.  As a result, we note that the offering appears to be an indirect primary
offering.  Given the nature and size of the o ffering, please advise re garding your basis for
determining that the offering is appropriately characterized as an offering that is eligible
to be made pursuant to Rule 415(a)(1)(i) of  the Securities Act of  1933.  Alternatively,
identify Legal Beagle Services as an unde rwriter on the cover pa ge and throughout (not
“may be deemed to be an underwriter”) and include a fixed sales price to the public for
the duration of the offering.  In addition, please make conforming changes throughout the
prospectus (e.g. Calculation of  Registration Fee table, The Offering, Plan of Distribution,
etc.).

J. Chad Guidry ATVROCKN October 14, 2011 Page 2

2. We note throughout the prospectus that you refe r to the registered preferred stock as
“Series A Callable and Convertible Prefe rred,” “convertible preferred,” “preferred
shares,” “Series A convertible preferred shares,” and “Series A Preferred.”  Please revise
to define the registered preferred stock after the term’s initial use and then to consistently refer to such defined term throughout the prospectus.

3. We note the reference date of August 31, 2011 used throughout the prospectus.  Please
revise the associated disclosure, as applicab le, to provide the information as of a more
recent date.
 Registration Statement Cover Page

4. Please revise your “Primary Standard Industr ial Classification Code  Number” to be 3714.

5. Please provide an explanation for the inclus ion of footnote 5 to the “Calculation of
Registration Fee” table since the filing of th is registration statement was your initial
filing.
 Prospectus Cover Page

6. Please revise the prospectus cover page to mo re clearly distinguish between the offerings
being conducted by the company and the selling securityholder.  For example, the first
paragraph indicates that the selling secu rityholder is offering 500,000 shares of your
common stock which conflicts wi th your disclosure elsewhere in the prospectus.  The
terms and conditions of each offering should be clarified.  Refer to Item 501(b) of
Regulation S-K.  Please also revise the prospectus throughout accordingly.

7. We note your disclosure in the third paragra ph that the “offering will terminate when all
500,000 shares are sold or if not  all of the shares are so ld, the offering will close on
December 31, 2011, unless we terminate it earlie r.”  Please revise to  clarify whether or
not there may be extensions to the offering pe riod.  If there may be extensions to the
offering period revise to state the durati on of such extensions.  Refer to Item
501(b)(8)(iii) of Regulation S-K.  Please also revise the pr ospectus throughout
accordingly.

8. We note your disclosure in the second senten ce of the fourth paragraph that “[you] will
not receive any of the proceeds from the shares of common stock sold by the selling shareholders.”  Please revise to clarify that  you will not receive any of the proceeds from
the sale of preferred or common stock by the se lling securityholder.  Please also revise
the prospectus throughout accordingly.

J. Chad Guidry ATVROCKN October 14, 2011 Page 3

 9. We note that the disclosure in the fifth para graph related to the “p enny stock” rules is
focused on your common stock.  To the extent applicable, please revi se to also address
your preferred stock.  Please also revise the last  sentence of this paragraph to clarify that
your preferred stock is not traded on NAS DAQ or any recognized stock exchange.
Please also revise the prospectus throughout accordingly.

10. We note your disclosure in the sixth paragra ph that you intend to apply for quotation of
your common stock on the OTC Bulletin Board after the closing of the offering.  Please
revise the summary to clarify that there is no trading market for your preferred stock or
common stock, you intend to apply for quot ation of your common stock on the OTC
Bulletin Board, you will require the assistance of a market-maker to apply for quotation
and there is no guarantee that a market-maker will agree to assist you.  Please also revise
to indicate, if true, that you have no current  plans to apply to ha ve your preferred stock
listed or quoted on any exchange or inter-d ealer quotation system.  Refer to Item
501(b)(4) of Regulation S-K.  Please also re vise the prospectus throughout accordingly.

11. We note your cross-reference to the Risk Factors section included after the sixth
paragraph.  Please revise to hi ghlight this cross-reference in  prominent type or another
manner.  Refer to Item 501(b)(5) of Regulation S-K.

Prospectus Summary, page 3

 Our Company, page 3

12. Please revise to briefly provide a more de tailed summary of your  business and current
operations to include the steps you have taken to date to become an operating company.
Briefly describe your products and clarify that you market and distribute “housing
molding” products to place audio equipment and lighting on 4 wheel drive vehicles such
as ATVs and UTVs.  Also clarify, if tr ue, that you do not ma nufacture any of your
products.  Further, briefly explain how you will market your products.  To the extent that
you discuss future business plans here, the di scussion should be balanced with a brief
discussion of the time frame for implementing future plans, the steps involved, any obstacles involved before you can commence th e planned operations and the need for any
additional financing.  If additi onal financing may not be ava ilable, please clarify that.

13. We note that your auditor has issued a going concern opinion and your disclosure in the
third paragraph that you “do not expect to generate sufficient revenues in the next 12
months to sustain [your] operati ons.”  Please revise to disclo se your monthly “burn rate,”
pre and post-offering, and the month you will run out of funds without additional capital.  Also revise to state, if true, that you must raise additional capital in order to continue
operations and to implement your plan of ope rations and disclose the amount of funds
and uses for those funds that you wi ll need for the next 12 months.

J. Chad Guidry ATVROCKN October 14, 2011 Page 4

 14. We note your disclosure in the third paragr aph that you have generated no revenues and
have incurred losses since your inception.  Plea se revise to quantif y the net losses that
you have incurred since your inception on December 27, 2010.

15. Please revise the sixth paragraph to incl ude the telephone number  of your principal
executive offices.  Refer to Item 503(b) of Regulation S-K.
 The Offering, page 4

16. Please revise to more clearly distinguish between the offerings being conducted by the
company and the selling securityholder.  The summary of each offering should be clarified to include, without limitation, any necessary revisions based upon our previous
comments on the terms and conditions of each offering.
 Selected Financial Data, page 5

17. Please revise to present the included informati on in a table or other readable format so
that investors can clearly dis tinguish the information applicab le to each presented period.
 Risk Factors, page 6

18. We note that you are registering common stock and preferred stock.  We also note that a
number of the risk factors only referen ce your common stock and that you have only
included risk factors related to your comm on stock.  Please revise, to the extent
applicable, to include any risk  factors specific to investing in your preferred stock.  For
example, consider, without lim itation, including risk factor s related to your preferred
stocks’ lack of dividend and voting rights,  any conversion limitations placed on your
preferred stock, and, if true, your intention not to apply to have your preferred stock listed
or quoted on any exchange or inter-dealer quotation system.

19. We note that you have outstanding Series B Preferred Stock which appears to have a
priority interest in the paym ent of interest on amounts loan ed to you and to your assets
upon liquidation, dissolution or wi nding up.  Please revise to include a risk factor to
discuss your Series B Preferred Stock and any pr eferential rights such series may possess.
Please also revise to include a risk factor  to discuss that you have authorized and
unissued Series B Preferred Stock and aut horized, unissued and unde signated Series C
Preferred Stock that may be issued in the future.

20. We note your disclosure in the Recent Sales of Unregistered Secu rities section on page
II-3 that you have issued a promissory not e in the principal amount of $25,000 to Dan
Berger.  Please revise to in clude a risk factor to discu ss any risks related to this
promissory note.  Please also file a copy of this promissory note as a material contract.

J. Chad Guidry ATVROCKN October 14, 2011 Page 5

 21. Please revise to include a risk  factor to quantify the antici pated costs of being a public
company and clarify, if true, that you may not  be able to absorb the costs of being a
public company.
 Risk Factors Relating to Our Financial Condition, page 6

 We may not be able to attain profita bility without additional funding, page 7

22. Please revise to quantify the net losses that you have incurred since your inception on
December 27, 2010.  Also revise to quantify your expected near term and long term
additional financing requirements which are necessary to continue operations and to
implement your plan of operations.
 Company Risk Factors, page 7

 If we fail to offer a broad selection of products, page 9

23. Please revise to quantify the number of products  that you currently offer and clarify that
you have only produced one prototype.

Natural disasters or acts of terrori sm could disrupt services, page 10

24. We note your disclosure in the la st sentence of the fi rst paragraph that natural disasters or
acts of terrorism may increase “revenues and profitability related to tag jobs, special
projects and other higher margin work necessi tated by the disaster.”  Please advise what
types of tag jobs, special pr ojects or other higher margin  work you expect in these
situations given your current plan of operations to focus on ATV accessories, or, alternatively, delete this language.
 Risk Factors Relating to  Our Common Stock and This Offering, page 12

 Investors cannot withdraw f unds once invested, page 12

25. We note your disclosure that the offering ma y last as long as six months.  Please
reconcile such disclosure with your disclosure on the prospect us cover page that that the
offering of your common stock by the co mpany will terminate on December 31, 2011.
Also revise page 19 accordingly.
 Future sales of shares by existi ng controlling stockholders, page 12

26. Given your status as a “shell company,” please revise to di scuss any limitations imposed
by Rule 144(i) of Securities Act of 1933.

J. Chad Guidry ATVROCKN October 14, 2011 Page 6

 There are no commitments to purchas e any of our common stock, page 13

27. Please revise to clarify that as  there is no minimum amount to be raised in this offering,
investors may lose their entire  investment if the offering does not raise enough funds to
sustain your business.
 Use of Proceeds, page 16

28. Please revise the first sentence to clarify th at you will not receive any of the proceeds
from the sale of preferred stock or common stock being offered by the selling
securityholder.  Please also revise the prospectus throughout accordingly.

29. Please reconcile your disclosure in the Ot her Expenses of Issuance and Distribution
section on page II-1 that you anticipate offe ring expenses of $10,647 with your disclosure
here.  It appears that the fu ll amount of your anticipated offering expenses is not fully
deducted from the gross proceeds.  Please re vise to clearly indicate that the gross
proceeds from the offering will be insuffi cient to cover your anticipated offering
expenses, detail the amount of any shortf all under the various funding scenarios and
disclose the source of funds necessary to cove r any shortfall.  To the extent cash on hand
will be used to fund any shortfall or to the exte nt that cash on hand in the past was used to
prepay certain offering expenses, please revise to clarify these facts.  Please also revise
the “Use of Proceeds” caption of Th e Offering section on page 4 accordingly.
 Dilution, page 17

30. We note your disclosure that your pro forma net tangible book value after the offering
will be $11,423.  We note that this amount doe s not factor in your anticipated offering
expenses of $10,647.  Please revise your pro forma net tangible book value calculation to
factor in your anticipated offering expenses  and revise this se ction accordingly.
 Selling Security Holders, page 18

31. We note that the registration statement re gisters preferred and common stock to be
offered by the selling securityholder.  We also note that this section focuses on the sale of
common stock by the selling secu rityholder.  Please revise  this section accordingly.

32. The table on page 18 lists “Legal Beagle Serv ices” as the only selling securityholder.
However, you have made references to selli ng securityholders throughout the prospectus.
Please revise the prospectus throughout accordingly.

33. Please briefly provide disclosure regardi ng the transactions from which the selling
securityholder received its shares.  Also, f ile as exhibits any material agreements
regarding those transactions.

J. Chad Guidry ATVROCKN October 14, 2011 Page 7

 34. We note that the beneficial ownership info rmation has been provided as of August 31,
2011.  Please revise footnote 1 to provide the be neficial ownership information as of the
most recent practicable date.

35. We note that the selling securi tyholder is a legal entity.  Please revise footnote 2 to
disclose the natural person or  persons who exercise the so le or shared voting and/or
dispositive powers with respect to the shares to  be offered by that secu rityholder.  In this
regard, we note that footnote 2 only discloses the natural person who retains ultimate voting power.  Please revise.

36. Please tell us whether the selling securityhold er is a broker-dealer or an affiliate of a
broker-dealer.
 Determination of Offering Price, page 19

37. Please revise to clarify how the offering pr ice of the registered  preferred and common
stock was determined.  In this regard, we note that the first paragraph should be revised to
clearly disclose the fixed offering price for each  registered security to include the various
factors considered in determining such offeri ng price.  Refer to Item 505 of Regulation S-
K.

Plan of D