SecProbe.io

November 22, 2011
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 1 to Registrati on Statement on Form S-1
Filed November 8, 2011
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated October 14, 2011
and have the following additional comments.  All page numbers below correspond to the marked version of your filing.  General

1. We note your response to our prior comment one and reissue in part.  We also note your
legal analysis but were not pe rsuaded that the offering is a ppropriately characterized as
an offering that is eligible to be made pur suant to Rule 415(a)(1)(i ) of the Securities Act
of 1933.  Please revise to identify Legal Beag le Services as an underwriter on the cover
page and throughout and include a fixed sales price to the public for each registered
security for the duration of the offering.  In  this regard, we note that Legal Beagle
Services is not consistently identified as an underwriter thro ughout the prospectus and the
prospectus continues to cont ain language throughout which indicates that the selling
securityholder is permitted to sell shares at-the-market.  Please revise the prospectus
throughout (e.g. Calculation of Re gistration Fee table, The O ffering, Plan of Distribution,
etc.) accordingly.

2. We note your response to our prior comment two and reissue.  We note throughout the
prospectus that you refer to the registered preferred stock as “c onvertible preferred,”
“preferred shares,” “Series A Convertible  Preferred stock,” “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.

J. Chad Guidry ATVROCKN November 22, 2011 Page 2

 3. Please revise the prospectus throughout to remove any text which has been annotated
with a strike-through and to remove any supe rfluous underlining.  For example, refer to
the last sentence of the fifth paragraph on the Prospectus Cover Page.  Please also revise
the prospectus throughout to remove any text which copies verbatim the text of our prior
comments without modification.  For example, re fer to the last paragraph of the Research
and Development section on page 31.
 Registration Statement Cover Page

4. We note your disclosure in footnote 2 to the “Calculation of Registra tion Fee” table that
“[t]here is no current market for the securi ties and the price at which the shares held by
the selling security holders will be sold is  unknown.”  Please delete this reference and
revise the “Proposed Offering Price Per Shar e” column to indicate that the offering of
each class of registered secu rities will instead be conducte d at fixed prices for the
duration of the offerings.  Please also revise  to recalculate the registration fees in
accordance with the appropriate provisions of  Rule 457 of the Securities Act of 1933 and
to specify the provisions relied upon.  Please al so revise the last sentence of footnote 2
and the prospectus throughout accordingl y.  Please refer to comment one above.

5. We note your disclosure in footnote 4 to the “Calculation of Registra tion Fee” table that
“[t]he aggregate offering price includes o ffering expenses of $500, which will result in
net proceeds to the Company of $4,500.”  As it appears that your offering expenses are
greater than your offering proceeds, please r econcile this disclosure with the Other
Expenses of Issuance and Dist ribution section on pa ge II-1 which details anticipated
offering expenses of $10,647.  Please also revi se the prospectus throughout to remove
any implication that you will receive net proceeds from the company’s offering.
 Prospectus Cover Page

6. We note your response to our prior comment  six and reissue.  Please revise the
prospectus cover page to mo re clearly distinguish between  the offerings being conducted
by the company and the selling securityholder.   In this regard, we note that you are
offering 500,000 shares of comm on stock and the selling sh areholder is offering a)
1,250,000 shares of convertible preferred stock and b) 125,000,000 shares of common
stock.  The terms and conditions of each o ffering should be clarified.  Refer to Item
501(b) of Regulation S-K.  Please also revi se The Offering section on page 4 and the
prospectus throughout accordingly.

7. Revise to define the capitalized term, “Offering,”  the first instance it is used in the third
paragraph.

J. Chad Guidry ATVROCKN November 22, 2011 Page 3

 8. We note your response to our prior comment ei ght and reissue.  We  note your disclosure
in the second sentence of the fourth para graph that “[you] will not receive any of the
proceeds from the sale of shares of Series  A Convertible Preferred or the subsequent
conversion of its common stock by the selling securityholder.”  Please revise the fourth
paragraph to clarify that you will not receive any of the pr oceeds from the sale of
preferred or common stock by the selling se curityholder.  Please also revise the
prospectus throughout accordingly.

9. Please revise the fourth paragraph to disclose the fixed price to the public of the preferred
stock being offered by the selling securityholde r.  Refer to Item 501(b)(3) of Regulation
S-K.  Please also revise the prospectus throughout accordingly.

10. Please revise the fourth paragraph to clarif y the duration of the offering being conducted
by the selling securityholder.  For guidance, re fer to Rule 415(a)(2) of the Securities Act
of 1933.  Please also revise the first risk f actor on page 12 and the prospectus throughout
accordingly.

11. We note your response to our prior comment te n and reissue in part.  Please revise the
fifth sentence of the sixth pa ragraph to clarify that there is no trading market for your
preferred stock or common stock.

12. Please delete the phrase “[n] o underwriter will be used” from the last paragraph.
 Prospectus Summary, page 3

 Our Company, page 3

13. We note your response to our prior comment 12 and reissue in part.  Please revise to
briefly provide a more detailed summary of  your business and current operations to
include the steps you have taken to date to become an operating company.  Briefly
describe the products you currently sell and your existing arrangement with your contract
manufacturer in greater detail .  Describe your marketing init iatives and relationships with
third-parties such as distributors.  To the extent that you discuss future business plans
here, the discussion should be balanced with  a brief discussion of the time frame for
implementing future plans, the steps invol ved, any obstacles involved before you can
commence the planned operations and the need for any additional financing.  If additional
financing may not be availa ble, please clarify that.

14. In the second paragraph under this headi ng and several other places in the filing you
disclose revenue of $5,465 for the 25 units so ld in October 2011.  Please balance your
disclosure by including the cost of these units and other associat ed costs (e.g., shipping,
packaging and warehousing) wherever this revenue amount is disclosed.

J. Chad Guidry ATVROCKN November 22, 2011 Page 4

 15. Please refer to the fourth paragraph.  We note that you antic ipate $12,000 of public
company reporting expenses per year, you have  a $5,000 interest expense per year related
to the promissory note issued to Dan Berger , and other expenses as detailed in your
financial statements (e.g. payroll taxes, gene ral and administrative and salaries, etc.).
Please reconcile the above expenses with your anticipated monthly “burn rate” post-
offering.  We also note your disclosure that based on your cu rrent cash reserves, if you
are unable to generate sufficient revenues to  off-set your cash requirements, you will run
out of cash in the second quarter of your 2012 fi scal year.  Please revise to disclose the
month you will run out of funds without a dditional capital based upon your anticipated
monthly “burn rate” post-offering and on your current cash reserves.

16. Please revise the first sentence of the four th paragraph to update the reference of
“offering circular” to “prospectus.”

17. Please revise the fourth paragraph to quantify the net losses that you have incurred since
your inception on December 27, 2010 to your interim period of August 31, 2011.

18. Refer to the last sentence of the fourth paragraph.  We note that your auditor has issued a
going concern opinion, your limited cash positio n, and your current liabilities as of
August 31, 2011.  We also note your disclosure in the Liquidity and Capital Resources
section on page 35 that you “expect to incur lo sses over the next two years.”  Provide us
substantiation for your claim that “future revenues will off-set [your] expenses.”
Alternatively, revise to state,  if true, that you must raise additional capital in order to
continue operations and to implement your pl an of operations and disclose the amount of
funds and uses for those funds that you will n eed for the next 12 months.  In this regard,
please factor in your anticipated monthl y “burn rate” post-offering and any amounts
necessary to implement your plan of opera tions (e.g. the amounts necessary to execute
your marketing strategy and to e xpand your existing product line).
 The Offering, page 4

19. We note your response to our prior comment 16 and reissue.  Please revise to more
clearly distinguish between the offerings be ing conducted by the co mpany and the selling
securityholder.  We note that you are offe ring shares of common stock and the selling
shareholder is offering shares of converti ble preferred stock and common stock.  The
summary of each offering should be clar ified to include, without limitation, any
necessary revisions based upon our previous  comments on the terms and conditions of
each offering.

20. Please refer to the “Offering Price” paragra ph.  Please delete the second through fourth
sentences in their entirety.

J. Chad Guidry ATVROCKN November 22, 2011 Page 5

 Selected Financial Data, page 6

21. We note your response to our prior comment 17 and reissue in part.  Please refer to the
Income Statement Data.  We note that the information under the column “From Inception
(December 27, 2010) to May 31, 2011 (audited)” does not correspond to your financial
statements for the referenced periods.  In this  regard, we note that the information appears
to correspond to the period from incepti on to August 31, 2011 which was unaudited.
Please revise as applicable.
 Risk Factors, page 6

22. We note your response to our prior comment 18 and reissue in part.  We note that you are
registering common and preferre d stock.  Please revise the introductory paragraphs to
consistently reference your co mmon and preferred stock as app licable.  Please also revise
the risk factors in this section to refe rence your common and preferred stock in the
appropriate circumstances.  In this regar d, we note that your preferred stock is not
addressed in certain applicable risk factors a nd is referenced in ot her risk factors which
are inapplicable.  For exampl e and without limitation, refer to  the second risk factors on
pages 11, 13 and 15.

Risk Factors Relating to Our Financial Condition, page 6
 We may not be able to attain profita bility without additional funding, page 7

23. We note your response to our prior comment 22 a nd reissue.  Please revise to quantify the
net losses that you have incurred sin ce your inception on December 27, 2010 to your
interim period of August 31, 2011.  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.
 We have an outstanding promissory note in the principal amount of $25,000, page 7

24. Please revise to discuss in greater detail th e prepayment penalty associated with this
promissory note.  Please also clarify the ma turity date of the promissory note, how you
intend to pay off the promissory note, and any risks associated with such plan.  Refer to
Note 4 and Note 9 on pages F-8a and F-12a of  your financial statements for the audited
period ending on May 31, 2011.

J. Chad Guidry ATVROCKN November 22, 2011 Page 6

 Company Risk Factors, page 7

 Our management has discretion as to how to use any proceeds, page 11

25. Please revise to remove references to your pr eferred stock in this risk factor as you will
not receive any proceeds from the sale of pr eferred stock by the selling securityholder.
Please also revise to clarify that the offe ring by the company will not result in any net
proceeds but rather a net shortfall.
 Risk Factors Relating to Our Prefe rred Stock and Common Stock, page 12

 We may have difficulty in meeti ng the qualifications fo r the quotation of our securities, page 15

26. Please revise to clarify that you have no curre nt plans to apply to  have your preferred
stock listed or quoted.
 Use of Proceeds, page 16

27. We note your response to our prior comment 29 and reissue.  Item 504 of Regulation S-K
requires you to state the principal purposes for which the net proceeds of the offering are
intended to be used.  Your disclosure, howev er, does not deduct your  anticipated offering
expenses of $10,647 from the gross proceeds.  Pl ease revise the table to begin with gross
proceeds, then subtract anticipated offering expenses, and then detail the net shortfall
under each funding scenario.  To the extent  cash on hand will be used to fund any
shortfall or to the extent that cash on hand in  the past was used to prepay certain offering
expenses, please revise to incl ude appropriate footnote disclosu re to detail those amounts.
Please also revise The Offering section on page four and the prospectus throughout
accordingly.
 Selling Security Holders, page 18

28. We note your response to our prior comment 31 and reissue in part.  We note that this
section continues to focus on the sale of co mmon stock by the selling securityholder.  In
this regard, we note the last sentence of the first paragra ph does not disclose the fixed
price of the preferred and co mmon stock to be offered by th e selling securityholder and
the second paragraph continues to focus on the sale of common stock by the selling
securityholder.  Please revi se this section accordingly.

29. We note your response to our prior comment 32 and reissue.  The ta ble on page 18 lists
“Legal Beagle Services” as the only selling securityholde r.  However, you have made
references to “selling securityholders,”  “selling security holders” and “selling
shareholders” throughout the prospectus.  Please revise the prospectus throughout
accordingly.

J. Chad Guidry ATVROCKN November 22, 2011 Page 7

 30. We note your response to our prior comment 33 and reissue in part.  Please revise
footnote 2 to include the purch ase price per share of the pr eferred stock on May 31, 2011.
Please also revise the last sentence of footnote 2 to clarify that the preferred stock issued
contained a legend restricting transferability  absent registration or an applicable
exemption.  Please also confirm whether any ma terial agreements ex ist with respect to
the May 31, 2011 transaction.

31. Please revise the second to last paragraph and the associated assumption.  We note that
the assumption appears to be missing certa in negative phrases.  Please revise.
 Determination of Offering Price, page 19

32. We note your response to our prior comment 37 a nd reissue.  Please revise to clarify how
the offering price of the regist ered preferred and common stoc k was determined.  In this
regard, we note that this section should be revised to clearly disc lose the fixed offering
price for each registered security to include the various fact