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CORRESP
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ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

April 26, 2012

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. 5 to Registration Statement on
Form S-1

Filed March 9, 2012

File No. 333-176909

Dear Mr. Field:

On behalf of ATVROCKN (the
“Company”), the undersigned hereby submits a response to comments raised by the staff (the “Staff”) of
the U. S. Securities and Exchange Commission (the “Commission”) in its letter of comments dated March 19, 2012 (the
“Comment Letter”) relating to the Company’s Registration Statement on Form S-1 originally filed on September
19, 2011 and subsequently amended.

In response to the Comment
Letter, we are filing with the Commission today, Amendment No. 6 to the Registration Statement (the “Amendment”). Please
note, we delayed filing this Amendment in order to include updated interim financials for
the period ended February 29, 2012. We are sending you a marked copy for your review.

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. Set forth below is the Company’s responses to the Staff’s comments.

-1-

General

1. We note your response to our prior comment
1 and reissue. We also note your legal analysis but were not persuaded that you are not a shell company. We note throughout the
prospectus that you have deleted language indicating that you are 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.

Response: We respectfully note the Staff’s
comment. We re-issue our response in our March 8, 2012 correspondence to you. Management believes it would be misleading
to state we are a shell company, when we are a start-up 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.

Response: Supplementally, when we first
reported the cost to produce and ship the first 25 housing units, we used our best estimates to determine this number. At that
time, we had not prepared our interim financials. After a more detailed cost analysis, we reported $2,966 in our interim financials,
which was reviewed by our auditor. This number represented the actual cost. Therefore, we updated the number to match the costs
as reported in our interim financials.

3. In the fourth paragraph in this section
you refer to the buyback 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.

Response: We added additional disclosure
in this section to describe the terms and conditions for the buyback of the Series B Preferred Shares.

4. We note your response to our prior comment
8 and reissue. We note your disclosure in the fifth 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 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 Capital Resources section on page 35 accordingly.

Response: Since we updated our financial
information, we have included our current cash balance as of February 29, 2012 in this section and under the Liquidity and Capital
resources section on page 35.

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5. We note that you have received loans from
a director in the three 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 these related-party loans to include the amounts outstanding, interest
rates and repayment terms. Please also confirm that your monthly burn rate, pre and post offering, and the month that you will
run out of funds factor in these additional loans. Please also revise 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.

Response: We added the following disclosure
in both of the referenced sections, “The burn rate also does not include related party loans from our sole director. As of
February 29, 2012, a director of the Company loaned $18,600 to the Company for working capital. This loan is unsecured, payable
on demand and bears no interest. As of February 29, 2012, $10,574 of this loan was paid back to the director, leaving a balance
due of $8,026.” Further to your comment, we have no formal agreements in place governing these loans.

Termination of Offering, page 4

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

Response: We have revised the first sentence
of “Termination of Offering” on page 4 to clarify the termination date of our offering.

Risk Factors, page 6

7. Please revise to include a risk factor to
discuss the recent related-party loans to include any risks related to your ability to repay these 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.

Response: We have revised and added new
Risk Factor No. 5, entitled “We have an outstanding loan from our sole officer/director, a related party, that can be called
upon demand at any time which could devastate the financial status of the company.” We have also revised the first risk factor
on page 7 to include disclosure related to these related-party loans.

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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 without 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, and that the note becomes fully payable at that point. We also did not identify 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
significance and consequences associated with nonpay-off of the note on or before this date.

Response: In order to remove confusion,
we eliminated reference to the May 23, 2012 date. Please note, we amended the original loan agreement, whereby the May 23, 2012
date is no longer a milestone (see Exhibit 10.2). It is now very clear that May 23, 2013 is the default date for the outstanding
Promissory Note. It is after this date that the consequences for the non-payment take place. Further, we have revised throughout
the filing the consequences associated with nonpay-off of the note after its maturity date of May 23, 2013.

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 portion of the recent related-party loans.

Response: We have added disclosure that
management does not have any intentions of using the proceeds from to offering to repay any portion of recent related-party loans.

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 October
2011, it appears that revenues would be reported through the period ended November 30, 2011. Please revise as appropriate.

Response: We revised this section to state
of revenues from inception through February 29, 2012.

-4-

Certain Relationships and Related 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.

Response: We disclosed in “Certain Relationships
and Related Transactions,” that “as of February 29, 2012, Mr. J. Chad Guidry, a director of the Company loaned $18,600
to the Company for working capital. This loan is unsecured, payable on demand and bears no interest. As of February 29, 2012, $10,574
of this loan was paid back to the director, leaving a balance due of $8,026.”

Financial Statements, page 45

Unaudited Interim Condensed Statement of
Operations, page F2-b

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

Response: The first line item on our unaudited
interim Statement of Operations for the period ending February 29, 2012, states, “Operating loss.”

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

13. We note your responses to our prior comments
16 and 17. We understand that the principal of the Berger note as reported 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 believe there are several things that
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 described in various locations elsewhere within
and outside of the notes to the financial 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.

-5-

·
Irrespective of the terminology for the fee referred to in the preceding bullet, it appears
clear from several of your disclosures (for example, on pages 3, 7, 28, 35, 36) that the total amount due for the 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 circumstances, it should be fully accrued in your financial statements. That
is, it appears that the discounted balance of the note reported at November 30, 2011 should be at least $29,989 instead of $24,989.
Please clarify for us and in your disclosures your obligation 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 address the amount payable on the note of $35,000, exclusive
of any associated interest, on May 23, 2013 as indicated in Article 2(B) of the promissory note agreement. Please clearly address
this $35,000 payment requirement in your response and disclosure.

·
You disclose in several places (for example, pages 7, 35, F-8a, F-12a, F-6b, F-7b) that there
is a prepayment penalty during which time you would have to buy back the Series B preferred shares and security interest in the
tooling mold for $30,000. The present context of your 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 the 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
prepayment penalty is operative upon prepayment (meaning paid off prior to maturity) of the full $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. Please
clarify in your disclosures (i) whether the one time fee/prepayment penalty is the same as or separate from the buyback prepayment
penalty, (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 prepayment and maturity date.

·
We note disclosure of certain terms and 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 interim
period financial statements included in the filing. Please ensure full consistency of the content of the Berger note among these
notes within and between the periods presented for clarity of understanding to investors.

-6-

We believe clear and consistent disclosure
throughout your filing concerning amounts, timing of amounts, terms and conditions associated with the Berger note is important
to investors because of the significance of the tooling mold securing the note to your ability to operate in the event of default
of the note.

Response: We respectfully note the Staff’s
comment. We spent a great of time reviewing this comment and we want you to know that we took it very seriously. We especially
agree with the last paragraph of your comment concerning the need to employ clear and consistent disclosure throughout our filing
as this important to investors.

After a great deal of thought, consideration
and deliberations , we came to conclusion that we needed to clarify our Promissory Note with Dan Berger. We executed an Addendum
to the “Promissory Note for Callable and Convertible Preferred Shares Secured by Ownership Rights in Tooling Mold,”
see Exhibit 10.2.

There is no longer a prepayment penalty
nor a“one time pay-off fee.” There is no longer two milestone maturity dates. There is a one-time penalty if we fail
to make all payments by the maturity date of this loan. We updated the entire document to reflect these changes. We believe this
will bring clear and consistent disclosure to our Registration Statement.

Recent Sales of Unregistered Securities,
page II-3

14. In the second-from-the-last sentence of
the second paragraph you disclose that $25,000 was paid for the 25,000 shares of Series B preferred stock issued in connection
with the Berger note. Our understanding 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 app