SecProbe.io

March 19, 2012
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 5 to Registrati on Statement on Form S-1
Filed March 9, 2012
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated January 18, 2012
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 1 and reissue.  We also note your legal
analysis but were not pers uaded that you are not a shel l company.  We note throughout
the prospectus that you have deleted language  indicating that you ar e considered a shell
company.  We note that you have a limited history and limited operations and assets.
Please consider your first three risk factors.  In this regard, please revise the prospectus
throughout to reinsert such language and to  clarify that you are considered a shell
company.
 Prospectus Summary, page 3

 Our Company, page 3

2. We note that the cost to produce and ship your first 25 housing units changed from
$5,750 in earlier versions of your filing to $2,966 in this filing.  Please tell us why the
amount changed.

3. In the fourth paragraph in th is section you refer to the buyba ck of the preferred shares,
but the buyback has not been described to this  point.  Please revise this section to
describe the terms and conditions of , and amount payable for, the buyback.

J. Chad Guidry ATVROCKN March 19, 2012 Page 2

 4. We note your response to our prior comment 8 and reissue.  We note your disclosure in
the fifth paragraph that based on your curren t burn rate and cash reserves you will run out
of funds in June 2012.  Please re vise the fourth paragraph to  disclose your current cash
balance as of the most recent practicable date .  In this regard, we note that you provided
this information as of November 30, 2011 and not  as of the most recent practicable date.
Please also revise the Liquidity and Cap ital Resources section on page 35 accordingly.

5. We note that you have received loans from a director in the thr ee month period ending
November 30, 2011 and in December 2011.  We also note that these loans are payable on demand.  Please revise the fourth paragraph to  briefly describe thes e related-party loans
to include the amounts outstanding, interest rates and repayment terms.  Please also
confirm that your monthly burn rate, pre a nd post offering, and the month that you will
run out of funds factor in these additional lo ans.  Please also revi se the Liquidity and
Capital Resources section on page 35 in a similar manner.  Please also file any agreements governing these loans as  exhibits in your next filing.
 Termination of Offering, page 4

6. Please revise the first sentence to clarif y the termination date of your offering.

Risk Factors, page 6

7. Please revise to include a risk factor to di scuss the recent related- party loans to include
any risks related to your ability to repay thes e loans and any risks due to the loans being
payable on demand.  Please also revise the first risk factor on page 7 to include disclosure
related to these related-party loans.
 We have an outstanding promissory note, page 7

8. Refer to your response to our prior comment 14.  You continue to refer here to the need
to pay off the Berger note by May 23, 2012 w ithout discussing the consequences if the
note is not paid off by this date.  From your  response to our prior comment 17 it appears
that the note is in default if not paid off on or before this date, a nd that the note becomes
fully payable at that point.  We also did not id entify elsewhere in the filing, particularly in
the notes to the financial statements, the significance attributed to this date in regard to default of the note.  Please revise here and elsewhere appropriate in  the filing (the notes
to the financial statements in particular) to discuss the signific ance and consequences
associated with nonpay-off of the note on or before this date.
 Use of Proceeds, page 16

9. Please advise, with a view towards revised disclosure in this section, whether any
proceeds will be used to repay any por tion of the recent related-party loans.

J. Chad Guidry ATVROCKN March 19, 2012 Page 3

 Management’s Discussion and Analysis  or Plan of Operation, page 32

 Results of Operations, page 35

 From December 27, 2010 (Inception) through November 30, 2011, page 35

10. Since revenues were generated in Octobe r 2011, it appears that revenues would be
reported through the period ended November 30, 2011.  Please revise as appropriate.
 Certain Relationships and Re lated Transactions, page 43

11. Please revise to include the information required by Item 404(d)  of Regulation S-K
related to the recent related-party loans.
 Financial Statements, page 45

 Unaudited Interim Condensed Stat ement of Operations, page F2-b

12. The first line item titled “net loss” should be described as “operating loss.”  Please revise.

Notes to Financial Statements, pages F-6a and F-4b

13. We note your responses to our prior comm ents 16 and 17.  We understand that the
principal of the Berger note as reporte d at November 30, 2011 is the remaining
discounted balance of $24,989, consisting of  principal of $25,000 less unamortized
discount of $11.  However, we belie ve there are several things th at continue to need to be
clarified and made consistent throughout your filing in regard  to the Berger note and any
associated fee and/or penalty, as follows:

 It appears that the $5,000 fee associated with the note is at times referred to as a
“one time pay off fee” and at other times as a “prepayment penalty.”  For
example, it appears to be referred to as both within the fourth risk factor on page
7, but appears to be interchangeably de scribed in various locations elsewhere
within and outside of the notes to the fi nancial statements.  Please consistently
describe the fee throughout the filing as to its true nature.

 If the fee is truly a prepayment penalty, for example as indicted in the second to
last sentence in the fourth risk factor, please clarify how the fee is a “prepayment”
penalty upon failure to repay the note upon the second milestone maturity date.
“Prepayment” presumes that the principal of the note has been paid prior to its
maturity, and not a condition upon failure to pay.

J. Chad Guidry ATVROCKN March 19, 2012 Page 4

  Irrespective of the terminology for the fee referred to in the preceding bullet, it
appears clear from several of your disclo sures (for example, on pages 3, 7, 28, 35,
36) that the total amount due for th e note is at least $30,000: $25,000 gross
principal amount plus the $5,000 fee, exclusive of any associated interest.  Article
2(A) of the promissory note agreement in Exhibit 10.1 of the filing appears to
support this, in that it also states that $30,000, exclusive of any associated interest,
is due for the note on May 23, 2012.  From your  present disclosures, it appears a
fee of at least $5,000 is payable whether the principal of the note is repaid before,
on or after May 23, 2012.  Since a fee of at least $5,000 appears to be a present
obligation that is payable under any circum stances, it should be fully accrued in
your financial statements.  That is, it a ppears that the discounted balance of the
note reported at November 30, 2011 s hould be at least $29,989 instead of
$24,989.  Please clarify for us and in your di sclosures your obliga tion in regard to
the $5,000 fee and your accounting of it, and revise the financial statements and
disclosures as appropriate.

 Your response and disclosures do not a ddress the amount payable on the note of
$35,000, exclusive of any associated inte rest, on May 23, 2013 as indicated in
Article 2(B) of the promissory note ag reement.  Please clearly address this
$35,000 payment requirement in your response and disclosure.

 You disclose in several places (for ex ample, pages 7, 35, F-8a, F-12a, F-6b, F-7b)
that there is a prepayment penalty du ring which time you would have to buy back
the Series B preferred shares and security  interest in the t ooling mold for $30,000.
The present context of y our disclosures in regard  to the Berger note and
associated terms and conditions appear to  imply that this buyback prepayment
penalty is an additional penalty  above and beyond the $5,000 one time
fee/prepayment penalty referred to in th e first bullet.  This is based on the
presumption that the $5,000 one time fee/ prepayment penalty is a firm amount
due for the note under any circumstances, as  indicated in the third bullet above.
Further, it appears that the buyback pr epayment penalty is operative upon
prepayment (meaning paid off prior to maturity) of the fu ll $30,000 (as indicated
in the third bullet above) due  on the note, meaning that  the buyback prepayment
penalty is in addition to the prepayment  of the note.  Plea se clarify in your
disclosures (i) whether the one time fee/prepayment penalty is the same as or
separate from the buyback prepayment pe nalty, (ii) if they  are two separate
penalties, the amount of each and when each becomes operative, and (iii) how the
amount(s) of the penalty(ies) correlate with the amount of the principal to be
repaid at each applicable pr epayment and maturity date.

J. Chad Guidry ATVROCKN March 19, 2012 Page 5

  We note disclosure of certain terms a nd conditions of the Berger note in the
“Series B Preferred Stock” and “Secured  Note Payable” notes to the financial
statements in both of the annual and inte rim period financial statements included
in the filing.  Please ensure full consiste ncy of the content of the Berger note
among these notes within and between th e periods presented for clarity of
understanding to investors.

We believe clear and consistent disclosu re throughout your filing concerning amounts,
timing of amounts, terms and conditions associat ed with the Berger note is important to
investors because of the signi ficance of the tooling mold s ecuring the note to your ability
to operate in the event of default of the note.
 Recent Sales of Unregister ed Securities, page II-3

14. In the second-from-the-last sentence of th e second paragraph you disclose that $25,000
was paid for the 25,000 shares of Series B pref erred stock issued in connection with the
Berger note.  Our understandi ng is that you received the $25, 000 as proceeds from the
note and not the sale of the preferred shares.  From disclosure elsewhere in the filing it
appears you attributed $25 to this preferred stock.  Please clarify for us and revise your
disclosure as appropriate.

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.