SecProbe.io

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

1813 Winners Cup Dr., Las
Vegas, NV 89117 Telephone: (702) 334-4008

December 5, 2011

VIA EDGAR TRANSMISSION AND EMAIL

U. S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E., Mail Stop 3030

Washington, D.C. 20549

Attn: Mr. Donald E. Field

Facsimile: 703-813-6967

	Re:	ATVROCKN

Amendment No. 1 to Registration Statement on
Form S-1

Filed November 8, 2011

File No. 333-176909

Dear Mr. Field:

On behalf of ATVROCKN (the “Company”),
the undersigned hereby submits a response to certain questions raised by the staff of the U. S. Securities and Exchange Commission
(the “Staff”) in its letter of comments dated November 22, 2011 (the “Comment Letter”) relating to the
Company’s Registration Statement on Form S-1 originally filed on November 8, 2011. Set forth below is the Company’s
responses to the Staff’s comments.

The Company’s responses are numbered to
correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment Letter
has been restated below in its entirety, with the Company’s response set forth immediately under such comment.

General

1. We note your response to our prior comment one and reissue in
part. We also note your legal analysis but were not persuaded 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. Please revise to identify Legal Beagle 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 throughout the prospectus and the prospectus continues to contain 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 Registration Fee table, The Offering, Plan of Distribution,
etc.) accordingly.

Response: We have revised the document to consistently state
that our selling shareholder is an underwriter. And we removed any language that states the selling
securityholder is permitted to sell shares at-the-market.

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 "convertible 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.

Response: We have revised the prospectus to define the registered
preferred stock after the term's initial use on the prospectus cover page.

3. 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, 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, refer to the last paragraph of the Research and Development
section on page 31.

Response: We have revised the prospectus to remove the strike-outs
and to remove any superfluous underlining. We have also deleted the verbatim the text of your prior comments.

Registration Statement Cover Page

4. We note your disclosure in footnote 2 to the "Calculation
of Registration Fee" table that "[t]here is no current market for the securities
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 Share" column to indicate that the offering of each
class of registered securities will instead be conducted 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 also revise the last sentence of footnote 2 and the prospectus throughout
accordingly. Please refer to comment one above.

Response: We have revised the cover page, whereby we deleted
the noted reference revised the “Proposed Offering Price Per Share” column and revised footnote 2 accordingly.

5. We note your disclosure in footnote 4 to the "Calculation
of Registration Fee" table that "[t]he aggregate offering price includes offering 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 reconcile this disclosure with the Other Expenses of Issuance and Distribution section on page
II-1 which details anticipated offering expenses of $10,647. Please also revise the prospectus throughout to remove any
implication that you will receive net proceeds from the company's offering.

Response: Footnote 4 now states, “the aggregate offering
price includes offering expenses of proceeds from the offering will be used to replenish previous cash balances which were used
to prepay offering expenses.” We have updated the document accordingly.

Prospectus Cover Page

6. We note your response to
our prior comment six and reissue. Please revise the prospectus cover page to more 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 common stock and the selling shareholder 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 offering
should be clarified. Refer to Item 501(b) of Regulation S-K. Please also revise the Offering section on page 4 and the prospectus
throughout accordingly.

Response: We revise the prospectus
cover and the Offering section on page 4 to more clearly distinguish between the offerings being conducted by
the company and the selling securityholder.

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

Response: We have revised the document to define the capitalize
term “Offering.”

8. We note your response to
our prior comment eight and reissue. We note your disclosure in the second sentence of the fourth paragraph 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 proceeds from the sale of preferred or common stock by the selling securityholder.
Please also revise the prospectus throughout accordingly.

Response: We have revised the document to state that we will
not receive any of the proceeds from the sale of preferred or common stock by the
selling securityholder.

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

Response: We have revised the
fourth paragraph to disclose the fixed price to the public of the preferred stock being offered by the selling securityholder.

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

Response: We have revised
the fourth paragraph to clarify the duration of the offering being conducted by the selling securityholder.

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

Response: We have revised the fifth sentence
of the sixth paragraph 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.

Response: We have deleted 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 initiatives
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 involved, any obstacles involved before you can commence the planned operations and the need for any additional
financing. If additional financing may not be available, please clarify that.

Response: We revised the
prospectus to provide a more detailed summary of our business and current operations to include the steps we have taken
to date to become an operating company. We have also discussed our need for additional financing and that additional financing
may not be available.

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

Response: We revised the document to balance our disclosure by
including the cost associated with our first sale.

15. Please refer to the fourth
paragraph. We note that you anticipate $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, general 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 current 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 fiscal year. Please revise to disclose the month
you will run out of funds without additional capital based upon your anticipated monthly "burn rate" post-offering
and on your current cash reserves.

Response: We stated in our response to your comment, “The
Company has prepaid its legal and audit expenses through the end of its fiscal year ending May 31, 2012. Therefore, based on current
cash reserves, the Company will run out of cash reserves in June, 2012.”

16. Please revise the first
sentence of the fourth paragraph to update the reference of "offering circular" to "prospectus."

Response: We revised the
first sentence of the fourth 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.

Response: We have revised
the fourth paragraph to quantify the net losses that we have incurred since our inception on December 27, 2010 to our 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 position, 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 losses 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 plan of operations and disclose the amount
of funds and uses for those funds that you will need for the next 12 months. In this regard, please factor in your anticipated
monthly "burn rate" post-offering and any amounts necessary to implement your plan of operations (e.g. the amounts necessary
to execute your marketing strategy and to expand your existing product line).

Response: We respectfully note the Staff’s comment. As
we cannot predict the future revenues and the claim that "future revenues will off-set [our] expenses." Therefore, we
have deleted this wording. We have added disclosure concerning our funding requirements for
the next 12 months.

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 being conducted by the
company and the selling securityholder. We note that you are offering shares of common stock
and the selling shareholder is offering shares of convertible preferred stock and common stock. The summary
of each offering should he clarified to include, without limitation, any necessary revisions
based upon our previous comments on the terms and conditions of each offering.

Response: We respectfully note the Staff’s comment. We
did our best to revise the document to more clearly distinguish between the offerings
being conducted by the company and the selling securityholder in the Offering Section on page
4.

20. Please refer to the "Offering
Price" paragraph. Please delete the second through fourth sentences in their entirety.

Response: We have deleted
the second through fourth sentences in their entirety in the “Offering Price” paragraph.

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 inception to August
31, 2011 which was unaudited. Please revise as applicable.

Response: We respectfully note the Staff’s comment. We
have updated the numbers under the Income Statement Data, and we now believe they correspond
to our financial statements for the referenced periods.

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 preferred stock. Please revise the introductory
paragraphs to consistently reference your common and preferred stock as applicable. Please also revise the
risk factors in this section to reference your common and preferred stock in the appropriate
circumstances. In this regard, we note that your preferred stock is not addressed in
certain applicable risk factors and is referenced in other risk factors which are inapplicable.
For example and without limitation, refer to the second risk factors on pages 11, 13 and 15.

Response: We revised the
introductory paragraphs to consistently reference our common and preferred stock as applicable.

Risk Factors Relating to Our Financial Condition, page 6

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

23. We note your response to
our prior comment 22 and reissue. Please revise to quantify the