SecProbe.io

January 18, 2012
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 3 to Registrati on Statement on Form S-1
Filed January 5, 2012
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated December 19, 2011
and have the following additional comments.  All page numbers below correspond to the marked version of your filing.  General

1. We note throughout the prospectus that you have  deleted language indicating that you are
considered a shell company.  We note th at you have a limited history and limited
operations and assets.  We further note that  you disclose on page 1 and throughout that
you are “in the process of beginning [your] operati ons.”  In this regard, please revise the
prospectus throughout to reinsert such language  and to clarify that you are considered a
shell company.

2. Please revise the prospectus throughout to remove any text which has been annotated
with a strike-through and to remove any superfluous underlining.  For example and
without limitation, refer to the Selling Securi ty Holder section on page 18 and the Work
Experience section on page 37.
 Registration Statement Cover Page

3. We note your response to our prior comment 1 a nd reissue in part.  Rule 457(c) of the
Securities Act of 1933 does not appear to be th e applicable subsection to calculate the fee
associated with your preferred stock as there is no market for your preferred stock.  Rule
457(o) of the Securities Act of 1933 also does not appear to  be the applicable subsection
to calculate the fee associated with your co mmon stock.  For each registered security and
accompanying registration fee, please revise to clarify the specific provision of Rule 457
of the Securities Act of 1933 relied upon to calculate the accompa nying registration fee

J. Chad Guidry ATVROCKN January 18, 2012 Page 2

 and revise footnote 2 as applic able.  For guidance, refer to Rule 457(a) of the Securities
Act of 1933 and to Question 240.01 of the Securities Act Rules Compliance and Disclosure Interpretations.

4. Refer to the registration fee for your pref erred stock.  We note that the accompanying
registration fee does not appear to be properly calculated.  In this regard, we note that the
“Proposed Maximum Aggregate Offering Pr ice” does not appear to be properly
calculated based on a fixed offering pri ce of $0.001 per share.  Please revise.

5. Please note that since your common shares  are not offered pursuant to terms which
provide for a change in the amount of securi ties being offered or issued to prevent
dilution resulting from stock splits, stock divi dends, or similar transactions, Rule 416(a)
does not appear applicable to your transaction, although Rule 416(b) automatically
provides for such increases in the case of stock splits and stock dividends.  Please provide us an analysis explaining your use of Rule 416 or revise your fee ta ble footnote to remove
references to Rule 416.
 Prospectus Cover Page

6. Refer to the first three lines of  the prospectus cover page.  For clarity, please revise here
to disclose the price that you are offering the 1) 1,250,000 shares of  preferred stock, 2)
125,000,000 shares of common stock held by the selling shareholder and 3) 500,000
shares of common stock being offered by you.

7. We note your response to our prior comment  4 and reissue in part.  We note your
disclosure which states that “Neither  [y]our preferred stock nor  common stock are not
quoted on any exchange or in the over-the -counter market.” Please revise the fifth
sentence of the sixth paragraph to remove  the double negative la nguage as it does not
appear to be a true statement.
 Prospectus Summary, page 3

 Our Company, page 3

8. We note your disclosure in the fourth paragr aph that based on your current burn rate and
cash reserves you will run out of funds in J une 2012.  Please revise to disclose your
current cash balance as of the most recent practicable date.  Please also revise the
“Liquidity and Capital Resources” section on page 35 accordingly.

J. Chad Guidry ATVROCKN January 18, 2012 Page 3

 9. We note your responses to our prior commen ts 5 and 17.  Amounts and timing of such
associated with the Berger note thro ugh May 23, 2013 are known cash outflows due
within the business plan timeframe described on page 34.  Moreover, there appears to be
substantial significance attributed to the specia lized tooling mold that secures the note in
regard to your ability to sustain future ope rations.  For these reasons, we believe the all
amounts and timing of such associated with  the note should be addressed in any
discussion of your future liquidity and cash fl ows so that investors may have a complete
understanding of your relatively near term cas h flow prospects and the impact of such on
your operations.  Please expand your disclosure to address all payments and timing of
such associated with the Berger note here and in each instance in your filing in which
future liquidity and cash flows are discu ssed (for example, MD&A, applicable risk
factors).  Any uncertainty associated with satisfying amounts associat ed with the Berger
note and related consequences should al so be addressed in  this disclosure.
 The Offering, page 4

10. Refer to the last sentence of page 4.  Re vise to clarify that you are offering the
125,000,000 shares of common shares by the selli ng shareholder at “$0.01” per share.
We note your disclosure that you are offering the respective sh ares at “$0.001” per share.

Selected Financial Data, page 5

11. The second paragraph should also refer to th e unaudited financial statements included
elsewhere in the prospectus.  Please revise.

12. Within the “Income Statement Data,” the li ne “net loss” should be described as
“operating loss.”  Please revise.
 Risk Factors, page 6

 3. We May Not Be Able To Attain Profitability, page 7

13. The financial statements for the quarter e nded August 31, 2011 referred to in the first
sentence should be described as “unaudited.”  Please revise.
 4. We Have An Outstanding Promissory Note, page 7

14. You identify the need to generate sufficient revenues or find other financing to pay off
the note by May 23, 2012.  Please revise to disc uss the consequences if the note is not
paid off on this date or thereafter as appropriate.

J. Chad Guidry ATVROCKN January 18, 2012 Page 4

 Financial Statements, page 45

15. Please update the interim period financial statements and rela ted disclosures contained in
the filing to your next interi m period ended November 30, 2011, pursuant to Rule 8-08 of
Regulation S-X.
 Notes to Financial Statements, pages F-6a and F-4b

16. Based on the information you have provided to us in your responses, in your disclosures
and from the terms and conditions of the “Promissory Note between ATVRockN and
Dan Berger” contained in Exhibit 10.1, it appear s that the pay off f ee/prepayment penalty
associated with the note is a present obligation that should be  accrued.  However, it is not
clear that accrual of this ob ligation is reported in the financial statements within the
filing.  Please advise.
 Exhibit 10.1

17. Our concern is that your disclosures in regard to the “Promissory Note between
ATVRockN and Dan Berger dated May 23, 2011” may not be fully consistent with or
representative of the terms and conditions of th e note agreement containe d in this exhibit.
For example, your response to our prior co mment 24 states that it is the parties
understanding that May 23, 2013, the second milestone , prevails as an ev ent of default.
However, it is not clear within the note agreem ent that this is the case.  In particular,
paragraph 5(A) of the agreement specifies fa ilure of you to make payment of principal
and/or interest on the maturity  date is an event of defau lt, with May 23, 2012 specified in
the agreement as a maturity date.  Also, it is not clear what, if any, consequences are associated with nonpayment of amounts related to the note on the first maturity date of
May 23, 2012.  Additionally, pursuant to paragra ph 2(B) of the note agreement, it appears
that the amount due and payable on the note on May 23, 2013 is $35,000 plus any
accrued and unpaid interest, but your current disclosures concerning this note do not
appear to indicate this.  Pleas e advise and revise, as appropr iate, your disclosures in the
notes to the financial statements and elsewher e in the filing where this promissory note is
discussed.  If terms and conditions of the not e have been revised or supplemented from
those contained in the present agreement f iled as Exhibit 10.1, please file the revised
agreement or supplemental provision s as an exhibit to your filing.
 Exhibit 23.1

18. Please include a currently dated consent of th e independent register ed public accountant
in any amendment of this filing.

J. Chad Guidry ATVROCKN January 18, 2012 Page 5

 You may contact Aamira Chaudhry at (202)  551-3389 or Doug Jones at (202) 551-3309
if you have questions regarding comments on the financial statements and related matters.
Please contact Donald E. Field at (202) 551- 3680 or me at (202) 551-3642 with any other
questions.
Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen Special Counsel
  cc: Via Facsimile

Thomas C. Cook, Esq.