SecProbe.io

May 10, 2012
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 6 to Registrati on Statement on Form S-1
Filed April 26, 2012
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the comments in our letter dated March 19, 2012
and have the following additional comments.  All page numbers below correspond to the marked version of your filing.  General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, pleas e disclose on your prospectus cover page  that
you are an emerging growth company and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxl ey Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:
o If you have elected to opt out  of the extended transition period for complying
with new or revised accounting standard s pursuant to Section 107(b), include
a statement that the elec tion is irrevocable; or
o If you have elected to use the extended transition period for complying with
new or revised accounting standards unde r Section 102(b)(1),  provide a risk
factor explaining that this election allo ws you to delay the adoption of new or
revised accounting standards that have di fferent effective dates for public and
private companies until those standards a pply to private companies.  Please

J. Chad Guidry ATVROCKN May 10, 2012 Page 2

 state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public company effective dates.  Include a similar statement in your critical
accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available
to you as a smaller reporting company.
 Prospectus Summary, page 3

 Our Company, page 3

2. Please refer to the third paragraph.  Please reconcile your unaudite d operating loss of
$33,984 disclosed in the first sentence with your unaudited financial statements which
details an unaudited opera ting loss of $38,287 for the referenced period.  Please also
revise the prospectus throughout as applicable.

3. We note your response to our prior comments 2.  Please confirm to us that the cost of
goods sold of $2,966 associated with the re venue of $5,465 for the nine months ended
February 29, 2012 includes all appropriate co sts to produce and that  the gross profit of
$2,499 is accurate.  Additionally, please disc uss in MD&A whether the profit margin
percentage of 45.7% realized on the revenue  for the nine months ended February 29,
2012 is the margin you expect for sales of your product going forward.

4. We note the reference to the one time pay off fee of $5,000 here and on pages 7 and 36.
Based on information elsewhere in your filing, the exhibits thereto and your responses, it
appears that the fee exists only if the related funds are not pa id back.  If the preceding is
true, please remove this referen ce, or clarify it and advise us.

5. We note your response to our prior comment 4 and reissue.  We note your disclosure in
the sixth paragraph that based on your current burn rate and cash reserves you will run out of funds in June 2012.  Please revise the fourth paragraph to disclose your current
cash balance as of the most recent practicab le date.  In this regard, we note that you
provided this information as of February  29, 2012 and not as of the most recent
practicable date.  Please also revise the Li quidity and Capital Res ources section on page
35 accordingly.
 Selected Financial Data, page 5

6. We note your reference to the period ende d November 30, 2011 here and in the first
paragraph on page 35 under Liquidity and Ca pital Resources when the latest period
presented is February 29, 2012.  Please revise your filing accordingly.

J. Chad Guidry ATVROCKN May 10, 2012 Page 3

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

 Business Plan Timeline, page 34

7. We note your disclosure that you anticipate be ing able to expand your product line and to
have received the necessary funding for such expansion by June 2012.  However, we note that you will require additional funding and that  you expect this offering to close on July
31, 2012.  Please confirm that June 2012 is the correct milestone date or revise as
applicable.
 Financial Statements

 Year Ended May 31, 2011

 Notes to Financial Statements

 Note 4 - Stockholders' Equity and Contributed Capital, page F-8a

8. From disclosures here, in the associated cer tificate of designation a nd elsewhere in your
filing and from your responses in regard to the terms and conditions of the Series B
preferred stock, we understand that the series is  not subject to divide nds but is subject to
interest, and that it is mandatorily redeemab le on May 23, 2013.  The sale and issuance of
this preferred stock has been evidenced in the form of a “promissory note,” which gives
the appearance that a loan was made in addi tion to a sale and issuance of the preferred
stock.  However, it appears that only a sale  and issuance of the pr eferred stock occurred.
Please advise if our unde rstanding is correct.

9. If our understanding is correct, it  does not appear that the notes  to the annual and interim
financial statements included in the filing in regard to “secured note payable” are
appropriate.  If our understandi ng is correct, all amounts asso ciated with the Series B
preferred stock should be record ed as a liability in your fina ncial statements pursuant to
Accounting Standards Codification 480-10.  In  this regard, it a ppears that you should
reclassify amounts presented in shareholders’ equity for the Series B preferred stock and
incorporate into the existing liability line item “secured note payable, net” because this
liability appears to be solely attributed to the preferred stock, and that the reported
amount of the liability should be equal to the $25,000 proceeds received.  In so doing, it appears that this liability line item should be revised to be described as “Series B
mandatorily redeemable preferred stock” and not on a net basis.  Also, the portion of the
shareholders’ equity note within the notes to  the financial statements for the Series B
preferred stock should state the mandatory redemption date for the series of May 23,
2013.  Please conform all disclosures and presen tations of the Series B preferred stock
throughout your filing accordingly as appropria te. If our understanding is not correct,
please advise and explain why your current repo rting of the Series B preferred stock is
appropriate.

J. Chad Guidry ATVROCKN May 10, 2012 Page 4

 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.