SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Shaun Passley
Chief Executive Officer
Ameritek Ventures, Inc.
401 Ryland Street, Suite #200A
Reno, NV 89502

 Re: Ameritek Ventures, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed April 8, 2025
 File No. 000-54739
Dear Shaun Passley:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 June 3, 2025
 VIA EMAIL

 U.S. Securities and Exchange Commission Division of Corporation Finance
 100 F Street, NE
 Washington, DC 20549
 Attention: Andrew Blume
 Dear Sirs and Mesdames:
 Re: Ameritek Ventures, In c. – Form 10-K /A for Fiscal Year Ended December 31, 2024 Filed May 12, 2025 File No. 000-54739
 We are legal counsel in Canada for ZenaTech, Inc. (the " Company "). On behalf of the Company, we are writing to respond to the comment raised in the letter (the " Form 10-K/A Letter ") to the Company dated May 12, 2025 from the U.S. Securities and Exchange Commission (the " SEC ") with respect to the Form 10-K/A filed by the Company with the SEC on May 9, 2025.
 The responses below are from the Company and correspond to the captions and numbers set forth in the Form 10-K/A Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the Form 10-K/A Letter.
 Form 10-K/A for the Fiscal Year Ended December 31, 2024 Management's Annual Report on Internal Control over Financial Reporting, page 28

 1. We note your response to prior comment 1 and the revised disclosures in your amendment and reissue our prior comment. Please amend your filing to explicitly disclose your conclusion regarding the effectiveness of your internal control over financial reporting as of December 31, 2024. Please note that providing an effectiveness conclusion on internal control over financial reporting pursuant to Item 308 of Regulation S-K is separate and distinct from providing an effectiveness conclusion on disclosure controls and procedures pursuant to Item 307 of Regulation S-K...
 Response : The Company has amended the Form 10-K/A to include a statement under Management's Annual Report on Internal Control over Financial Reporting to the effect that, based on our evaluation of internal controls, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2024 given the material weaknesses in our disclosure controls. Management is in the process of addressing these concerns to bring our controls and procedures in compliance with applicable rules.
 We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me at 312-955-0512 with any questions or comments regarding is correspondence.
 Yours truly,
 /s/ Shaun Passley
 Dr. Shaun Passley

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<TEXT>
 May 12, 2025

Shaun Passley
Chief Executive Officer
Ameritek Ventures, Inc.
401 Ryland Street, Suite #200A
Reno, NV 89502

 Re: Ameritek Ventures, Inc.
 Form 10-K/A for the Fiscal Year Ended December 31, 2024
 Filed May 12, 2025
 Response dated May 9, 2025
 File No. 000-54739
Dear Shaun Passley:

 We have reviewed your May 9, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 5,
2025 letter.

Form 10-K/A for the Fiscal Year Ended December 31, 2024
Management's Annual Report on Internal Control over Financial Reporting, page
28

1. We note your response to prior comment 1 and the revised disclosures in
your
 amendment and reissue our prior comment. Please amend your filing to
explicitly
 disclose your conclusion regarding the effectiveness of your internal
control over
 financial reporting as of December 31, 2024. Please note that providing
an
 effectiveness conclusion on internal control over financial reporting
pursuant to Item
 308 of Regulation S-K is separate and distinct from providing an
effectiveness
 conclusion on disclosure controls and procedures pursuant to Item 307 of
Regulation
 S-K.
 May 12, 2025
Page 2

 Please contact Andrew Blume at 202-551-3254 if you have questions
regarding
comments on the financial statements and related matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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</DOCUMENT>

CORRESP
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 filename1.htm

 MAY 9, 2025
 VIA EMAIL

 U.S. Securities and Exchange Commission Division of Corporation Finance
 100 F Street, NE
 Washington, DC 20549
 Attention: Charles Eastman Andrew Blume
 Dear Sirs and Mesdames:
 Re: Ameritek Ventures, In c. – Form 10-K for Fiscal Year Ended December 31, 2024 File No. 000-54739
 We are writing to respond to the comment raised in the letter (the " Form 10-K Letter ") to the Company dated May 5, 2025 from the U.S. Securities and Exchange Commission (the " SEC ") with respect to the Form 10-K filed by the Company with the SEC on April 8, 2025.
 Form 10-K for the Fiscal Year Ended December 31, 2024 Controls and Procedures Management's Annual Report on Internal Control over Financial Reporting, page 28
 1. Please amend your filing to explicitly disclose your conclusion regarding the effectiveness of your internal control over financial reporting as of December 31, 2024. See Item 308 of Regulation S-K..
 Response : The Company has amended the Form 10-K to include a statement to the effect that. during the last fiscal quarter, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (312) 285-1043 or via email at shaun@epazz.net with any questions or comments regarding is correspondence.
 Yours truly, /s/ Shaun Passley, PhD
 Shaun Passley PhD, CEO Ameritek Ventures, Inc.

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<TEXT>
 May 5, 2025

Shaun Passley
Chief Executive Officer
Ameritek Ventures, Inc.
401 Ryland Street, Suite #200A
Reno, NV 89502

 Re: Ameritek Ventures, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 000-54739
Dear Shaun Passley:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page
28

1. Please amend your filing to explicitly disclose your conclusion
regarding the
 effectiveness of your internal control over financial reporting as of
December 31,
 2024. See Item 308 of Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254
with any questions.

 Sincerely,
 May 5, 2025
Page 2

 Division of Corporation Finance
 Office of Manufacturing
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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

June 12, 2012

VIA EDGAR TRANSMISSION AND FACSIMILE

U. S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street N.E.

Washington, DC 20549

Attn: Mr. Donald E. Field

Facsimile: 703-813-6967

Re: ATVROCKN

File No.: 333-176909

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, ATVROCKN, a Nevada corporation (the "Company"), hereby requests that the U. S. Securities and Exchange
Commission ("SEC") take appropriate action to cause the above-referenced Registration Statement (File No.: 333-176909)
to become effective at 4:00 PM Eastern Standard Time on Friday, June 15, 2012, or as soon thereafter as practicable.

Further, the Company acknowledges that:

Should the SEC or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

The action of the SEC or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

The Company may not assert this action as defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United States.

Should you have any questions or require any
additional information with respect to this filing, please contact our corporate counsel, Thomas C. Cook, Esq. at (702) 221-1925
or by facsimile at (702) 221-1963. Thank you for your assistance and cooperation.

Respectfully submitted,

By: /s/ J. Chad Guidry

J. Chad Guidry

Chief Executive Officer

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

June 4, 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. 7 to Registration Statement on
Form S-1

Filed May 18, 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 June 1, 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. 8 to the Registration Statement (the “Amendment”). 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 that the registration
statement contains a number of references to April 26, 2012. Please revise these references to refer to a more recent date.

Response: We have revised
the April 26, 2012 and May 18, 2012 references to refer to a more recent date in the Registration Statement.

Prospectus Summary, page 3

Our Company, page 3

2. We note your response to our
prior comment 2 and reissue. Please refer to the fourth paragraph. Please reconcile your unaudited operating loss of $33,984 disclosed
in the fourth paragraph with your unaudited financial statements which details an unaudited operating loss of $38,287 for the referenced
period. Please also revise the prospectus throughout as applicable. In this regard, we note this incorrect amount is used throughout
the prospectus in a number of instances. For example, refer to the first risk factor on page 10 and the Results of Operations section
on page 44. Please revise each reference as applicable.

Response: We respectfully note
the Staff’s comment, and we thank you for bring this to our attention. We have reconciled our unaudited operating loss throughout
the registration statement.

Implications of Being an “Emerging Growth Company,”
page 5

3. Refer to the third paragraph
and the third through sixth sentences thereof. We note your disclosure that your presently file reports under Section 15(d) of
the Securities Exchange Act of 1934. Please revise or, alternatively, delete these sentences. Please also revise the prospectus
throughout accordingly.

Response: We have deleted
the inappropriate sentences.

The Company acknowledges that:

·
it is responsible for the adequacy and accuracy of the disclosures in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

·
it may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

-2-

Should you have any questions
regarding the foregoing, please do not hesitate to contact Thomas C. Cook, Esq. at (702) 221-1925.

                ATVROCKN

    By: /s/ J. Chad Guidry

    J. Chad Guidry

 Principal Executive Officer

cc: Thomas C. Cook, Esq.

-3-

June 1, 2012
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 7 to Registrati on Statement on Form S-1
Filed May 18, 2012
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated May 10, 2012 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.  General

1. We note that the registration statement contains  a number of referenc es to April 26, 2012.
Please revise these references to  refer to a more recent date.
 Prospectus Summary, page 3

Our Company, page 3

2. We note your response to our prior comment 2 and reissue.  Please refer to the fourth
paragraph.  Please reconcile your unaudited oper ating loss of $33,984 disclosed in the
fourth paragraph with your unaudited financ ial statements which details an unaudited
operating loss of $38,287 for the referenced peri od.  Please also revise the prospectus
throughout as applicable.  In th is regard, we note this incorre ct amount is used throughout
the prospectus in a number of instances.  For example, refer to the first risk factor on
page 10 and the Results of Operations secti on on page 44.  Please revise each reference
as applicable.

J. Chad Guidry ATVROCKN June 1, 2012 Page 2

 Implications of Being an “Emerging Growth Company,” page 5

3. Refer to the third paragraph and the third th rough sixth sentences thereof.  We note your
disclosure that you presently file reports under Section 15(d ) of the Securi ties Exchange
Act of 1934.  Please revise or, alternatively, dele te these sentences.  Please also revise the
prospectus throughout accordingly.

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.

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

May 18, 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. 6 to Registration Statement on
Form S-1

Filed April 26, 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 May 10, 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. 7 to the Registration Statement (the “Amendment”). 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. Since you appear to qualify as an "emerging
growth company," as defined in the Jumpstart Our Business Startups Act, please 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-Oxley
Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

·
State your election under Section 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 standards pursuant
to Section 107(b), include a statement that the election is irrevocable; or

o
If you have elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards apply to private companies. Please
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.

Response: We have disclosed on our prospectus
cover page that we are an “emerging growth company” and we revised our prospectus to address the points raised in your
comment. We stated in the document that we elect to use the extended transition period. We included added disclosure in: 1) the
Prospectus Summary, The Company, entitled “Implications of Being an ‘Emerging Growth Company’”; 2) new
risk factors No. 21 and 22; and 3) under MD&A, we added two sections entitled “Recent Accounting Pronouncements”
and the “JOBS Act.”

Prospectus Summary, page 3

Our Company, page 3

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

Response: We have reconciled our unaudited
operating loss of $38,287 under “Our Company.”

-2-

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 revenue of $5,465 for the nine months ended February
29, 2012 includes all appropriate costs to produce and that the gross profit of $2,499 is accurate. Additionally, please discuss
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.

Response: We respectfully note the Staff’s
comment. We crunched these numbers repeatedly, and this confirms the cost of goods sold were $2,966 associated with revenues of
$5,465. We also added discussion, in the first paragraph of “Results of Operations: in the MD&A about our profit margins.

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 paid back. If the preceding is true, please remove this reference,
or clarify it and advise us.

Response: We have removed the one-time pay
off fee references, where indicated.

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 practicable
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 Liquidity and Capital Resources section on page 35 accordingly.

Response: We revised the fourth paragraph
and Liquidity and Capital Resources sections to provide the amount of cash on hand as of the most recent practicable date.

Selected Financial Data, page 5

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

Response: We revised the document to reflect
our latest period of February 29, 2012.

-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
being 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.

Response: We revised the milestone date
to July 31, 2012.

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
certificate of designation and 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 dividends but is subject to interest, and that it is mandatorily
redeemable 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 addition to a sale and issuance of the preferred stock. However,
it appears that only a sale and issuance of the preferred stock occurred. Please advise if our understanding is correct.

Response: We respectfully note the Staff’s
comment. To the first part of your comment, if the loan has not been paid in full by May 23, 2013, the shares are not mandatorily
redeemable. This is best explained in our response to comment No. 9 below. To the second part of your comment, the loan was made
in addition to the sale and issuance of the preferred stock.

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 understanding is correct, all amounts associated with the Series B preferred stock should
be recorded as a liability in your financial statements pursuant to Accounting Standards Codification 480-10. In this regard, it
appears 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

-4-

B preferred stock should state the mandatory
redemption date for the series of May 23, 2013. Please conform all disclosures and presentations of the Series B preferred stock
throughout your filing accordingly as appropriate. If our understanding is not correct, please advise and explain why your current
reporting of the Series B preferred stock is appropriate.

Response: There is high likelihood that
the Series B Preferred shares will live beyond the language of the Note; and, therefore should not be classified in the
financials as an existing liability.

The rationale for this statement, is based
on the fact, that at this time, the Company does not have sufficient cash on hand to pay-off the Promissory Note, and there is
a strong possibility that the note will not be paid off by its maturity date. This would result in the Series B Preferred shares
not being returned to the Company, and remain on the books. Since this possibility exists, that if upon default and then settlement
we do not get back the Series B shares, then it is reported correctly.

Therefore, in reporting this information
in the financials, we took a conservative approach, in order that investors would know there are two classes of stock in front
of them in case of liquidation.

We added this disclosure to the document
in the last part of the fourth paragraph under “Liquidity and Capital Resources,” on page 45.

The Company acknowledges that:

·
it is responsible for the adequacy and accuracy of the disclosures in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

·
it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Should you have any questions
regarding the foregoing, please do not hesitate to contact Thomas C. Cook, Esq. at (702) 221-1925.

                ATVROCKN

    By: /s/ J. Chad Guidry

    J. Chad Guidry

 Principal Executive Officer

cc: Thomas C. Cook, Esq.

-5-

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.

CORRESP
1
filename1.htm

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.

-2-

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.

-3-

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

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.

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

March 8, 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. 4 to Registration Statement on
Form S-1

Filed February 29, 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 of the U. S. Securities and Exchange
Commission (the “Staff”) in its letter of comments dated January 18, 2012 (the “Comment Letter”) relating
to the Company’s Registration Statement on Form S-1 originally filed on January 5, 2012 and subsequently amended and filed
on February 29, 2012. Set forth below is the Company’s responses to the Staff’s comments.

In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is filing with the Commission today Amendment
No. 5 to the Registration Statement (the “Amendment”). 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.

General

1. 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. We further note that you disclose on page 1 and throughout that you are “in the process of beginning [your] operations.”
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. Based recent developments and a number of factors, management believes it would be misleading to the public to designate
ATVROCKN as a shell company. Here follows our justification:

Based on the Company’s unaudited financials,
for November 30, 2011, (included in the amended Registration Statement) and management’s lengthy discussions with its PCOAB
auditor, the Company is now considered an operating entity.

In the case of the ATVROCKN, the Company
has spent $146,286 through November 30, 2011 in executing its original business plan. The Company has recognized revenues and the
Company’s auditor is requiring management to acquire a complicated inventory control system to monitor its inventory, which
is beyond the definition of any shell company.

In Release No. 33-8587, the SEC defined
a “shell company” as a registrant, other than an asset-backed issuer, that has (1) no or nominal operations, and (2)
either (a) no or nominal assets; (b) assets consisting solely of cash or cash equivalents; or (c) assets consisting of any amount
of cash and cash equivalents and nominal other assets. However, the SEC has softened its stance somewhat, and start-up companies
such as ATVROCKN are no longer considered to have “no or nominal operations.” This point was stated in Release No.
33-8869, footnote 172, which states: “Rule 144(i)(1)(i) is not intended to capture a “startup company,” or in
other words, a company with a limited operating history, in the definition of a reporting or non-reporting shell company, as we
believe that such a company does not meet the condition of having ‘no or nominal operations.’”

Under this interpretation, the Company no
longer falls within the definition of a shell company and should be considered a start-up company, rather than a shell company.

Shell companies do not have revenues, do
not have inventory, and do not have product for sale.

Therefore, as a startup company, even with
its limited operating history, the management does not believe ATVROCKN falls within the definition of a shell company, as it does
not meet the condition of having “no or nominal operations” per footnote 172 to Release No. 33-8869. For this reason,
it would be misleading to categorize ATVROCKN as 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 Security Holder section on page 18 and the Work Experience section on page 37.

Response: We have removed throughout the
prospectus text which has been annotated with a strike-through and we removed any superfluous underlining.

Registration Statement Cover Page

3. We note your response to our prior comment
1 and reissue in part. Rule 457(c) of the Securities Act of 1933 does not appear to be the 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 common 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 accompanying registration fee and revise footnote 2 as applicable. 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.

Response: We respectfully note the Staff’s
comment, and we thank you for your guidance.

We have revised to clarify the specific
provision of Rule 457(a) of the Securities Act of 1933 relied upon to calculate the accompanying registration fee, under footnote
2 on the Registration Statement cover page.

4. Refer to the registration fee for your preferred
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 Price” does not appear to be properly calculated based on a fixed offering price
of $0.001 per share. Please revise.

Response: We recalculated our math and revised
the “Proposed Maximum Aggregate Offering Price” for the preferred stock based on offering price of $0.001 per share.

5. Please note that since your common shares
are not offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution
resulting from stock splits, stock dividends, 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 table footnote to remove references to Rule 416.

Response: We agree that since your common
shares are not offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent
dilution resulting from stock splits, stock dividends, or similar transactions, Rule 416(a) does not appear applicable. Therefore,
we removed 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.

Response: We have revised the first three
lines of the prospectus cover page to disclose the price that we 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.

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 language as it does not appear to be a true statement.

Response: We revised the fifth sentence
of the sixth paragraph to remove the double negative language.

Prospectus Summary, page 3

Our Company, page 3

8. We note your disclosure in the fourth paragraph
that based on your current burn rate and cash reserves you will run out of funds in June 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.

Response: We have revised the disclosure
to include our current cash balance as of November 30, 2011 and we also revised the ““Liquidity and Capital Resources”
section on page 35.

9. We note your responses to our prior comments
5 and 17. Amounts and timing of such associated with the Berger note through 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 specialized
tooling mold that secures the note in regard to your ability to sustain future operations. 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 flows
so that investors may have a complete understanding of your relatively near term cash 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 discussed (for example, MD&A, applicable risk
factors). Any uncertainty associated with satisfying amounts associated with the Berger note and related consequences should also
be addressed in this disclosure.

Response: We have expanded our disclosure,
where we discussed future liquidity and cash flows to discuss all payments and timing of our outstanding promissory note, with
Mr. Berger and the related consequences.

The Offering, page 4

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

Response: Revise the last sentence of page
4 to clarify that you are offering the 125,000,000 shares of common shares by the selling shareholder at “$0.01” per
share.

Selected Financial Data, page 5

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

Response: In the second paragraph under
Selected Financial Data we have included “unaudited November 30 financial statements and notes.”

12. Within the “Income Statement Data,”
the line “net loss” should be described as “operating loss.” Please revise.

Response: We have revised “net loss”
to “operating loss” within the “Income Statement Data on page 5.

Risk Factors, page 6

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

13. The financial statements for the quarter
ended August 31, 2011 referred to in the first sentence should be described as “unaudited.” Please revise.

Response: We have revised the first sentence
of the “We May Not Be Able To Attain Profitability” risk factor on page 7 to state “unaudited financial statements
for the quarter ended November 30, 2011.”

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 discuss the consequences if the note is
not paid off on this date or thereafter as appropriate.

Response: We added the consequence that
“Failure to pay-off the promissory note by the final maturity date of May 23, 2013, could result in a repossession of our
tooling mold by Dan Berger.”

Financial Statements, page 45

15. Please update the interim period financial
statements and related disclosures contained in the filing to your next interim period ended November 30, 2011, pursuant to Rule
8-08 of Regulation S-X.

Response: We have included updated interim
unaudited period financial statement and related disclosures for the period ended November 30, 2011.

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 appears that the pay off fee/prepayment penalty associated with the note is a present
obligation that should be accrued. However, it is not clear that accrual of this obligation is reported in the financial statements
within the filing. Please advise.

Response: We believe we captured the present
obligation of the note. Under the Liability section of the balance sheet and in the cash flows we show the amount accrued. Further,
in the financial footnote, we state, “This note was discounted $25 for the issuance of the series B preferred stock and interest
of $14 was accrued through November 30, 2011. At November 30, 2011, this left a net balance of $24,989 for the secured note payable.”

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 the note agreement contained in this exhibit. For example, your response to our
prior comment 24 states that it is the parties understanding that May 23, 2013, the second milestone, prevails as an event of default.
However, it is not clear within the note agreement that this is the case. In particular, paragraph 5(A) of the agreement specifies
failure of you to make payment of principal and/or interest on the maturity date is an event of default, 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 paragraph 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. Please advise and revise, as appropriate, your disclosures
in the notes to the financial statements and elsewhere in the filing where this promissory note is discussed. If terms and conditions
of the note have been revised or supplemented from those contained in the present agreement filed as Exhibit 10.1, please file
the revised agreement or supplemental provisions as an exhibit to your filing.

Response: To the latter part of your comment,
the terms and conditions of the note have not been revised or supplemented, since there has been no misunderstandings of the obligations
between the borrower and lender.

To the first part of your comment, the lender
and borrower understand, that failure to make payment of principal and/or interest on the first maturity date of May 23, 2012,
is an event of default. On the first maturity date of May 23, 2012 as stated in paragraph 6(a), it is at the Payee’s option,
the Note can be accelerated and become and be immediately due and payable along with unpaid interest and late fees without presentment.
It is the second milestone of May 23, 2013, when the payee can take his security interest in the tooling mold.

Under the Risk Factor No. 4, entitled 4,
“We have an outstanding promissory note in the principal amount of $30,000 ($25,000 principal plus a $5,

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

February 29, 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. 3 to Registration Statement on
Form S-1

Filed January 5, 2012

File No. 333-176909

Dear Mr. Field:

On behalf of ATVROCKN (the “Company”),
the undersigned hereby submits a supplemental response to comment 20 raised by the Staff of the U. S. Securities and Exchange Commission
(the “Staff”) in its comment letter dated December 19, 2011 (the “Comment Letter”) relating to the Company’s
Registration Statement on Form S-1 originally filed on December 5, 2011. Please note, on January 5, 2012, we filed Amendment No.
3, which addressed all of the Staff’s recent comments.

Set forth below is the Company’s response to the Staff’s
comment pursuant to Rule 3-12(a) and (g)(1)(ii) of Regulation S-X.

Comment 20.
Please note that if your filing is not effective by January 13, 2012 you will need to update the financial statements and all related
disclosures for your interim period ended November 30, 2011 pursuant to Rule 3-12(a) and (g)(1)(ii) of Regulation
S-X.

Response: We are filing Amendment No. 4 to our Registration Statement
on Form S-1, which now includes our interim financials for the period ended November
30, 2011.

Mr. Field, based on the fact, that we have now updated the Registration
Statement pursuant to Rule 3-12(a) and (g)(1)(ii) of Regulation S-X, please let us know if we can request effectiveness of this
Registration Statement.

The Company acknowledges that:

·
it is responsible for the adequacy and accuracy of the disclosures in the filing;

·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

·
it may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Should you have any questions regarding the
foregoing, please do not hesitate to contact Thomas C. Cook, Esq. at (702) 221-1925.

    ATVROCKN

    By: /s/ J. Chad Guidry

    J. Chad Guidry

 Principal Executive Officer

cc: Thomas C. Cook, Esq.

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.

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

December 29, 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. 2 to Registration Statement on
Form S-1

Filed December 5, 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 December 19, 2011 (the “Comment Letter”) relating to the
Company’s Registration Statement on Form S-1 originally filed on December 5, 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

Registration Statement Cover Page

1. We note your response to our prior comment 4 and reissue in part.
Refer to footnote 2. Please revise the third sentence to clarify that the preferred stock
and common stock, respectively, being offered by the selling stockholder will be sold at fixed prices for the duration of
the offering. 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 accompanying registration fee. Additionally, we were not able
to locate footnote 5. Please revise.

Response: We revised footnote 2 to
clarify that the preferred stock and common stock, being offered by the selling stockholder will be sold at fixed prices
for the duration of the offering, we clarified the Rule relied upon to calculate the accompanying registration fee for each class
of stock and we added footnote 5.

Prospectus Cover Page

2. We note your response to our
prior comment 7 and reissue. Revise to define the capitalized term, "Offering," the first instance it is used in the
third paragraph or, alternatively, remove the capitalization and revise the prospectus throughout, as applicable, to revise any
references and disclosure related to such defined term.

Response: We have removed the capitalization of the term “Offering”
and we revised the prospectus throughout, to revise any references and disclosure related to such defined term.

3. We note your response to our prior comment 10 and reissue. Please
revise the fourth paragraph to clarify the duration of the offering being conducted by the selling stockholder. 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 revised the fourth paragraph of the cover page and
the prospectus accordingly to state, “The securities registered to the selling securityholder under Rule 415(a)(2), may only
be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered
and sold within two years from the initial effective date of the registration statement. “

4. We note your
response to our prior comment 11 and reissue in part. We note 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 clarify that there is no trading market for your preferred stock or common stock.

Response: We added a sixth sentence to the sixth paragraph that
states, “There is no trading market for our preferred stock or common stock.”

Prospectus Summary, page 3

Our Company, page 3

5. We note your response to our prior comment 15. Please clarify
in the fourth paragraph how amounts for principle, interest, the buyback of the preferred
shares and security interest in the tooling mold, and any related penalties associated
with the promissory note issued to Dan Berger are factored into the cash flow needs described here. If such are not factored into
this discussion, please revise to incorporate the impact of these and the associated timing of payments. Your discussion
should also include the operation of the second maturity milestone date of May 23, 2013 for
the note, as described elsewhere in the filing. Please also conform the risk factors "We may not be able to attain
profitability without additional funding" and "We have an outstanding promissory
note in the principal amount of $25,000" that are both on page 7.

Response: We have clarified under “Our Company” section,
that the burn rate includes only the interest payments on the promissory note. We stated that the burn rate does not include the
one-time pay-off of the principle promissory note or buyback of the preferred shares. We also added that “If we run out of
cash reserves in June, 2012, we would be unable to pay the interest on our outstanding promissory note, which would eventfully
result in default of the note, and the loss of our tooling mold to produce our sole product.” Since we are scheduled to run
out of funds in June, 2012, and the promissory note can be extended to May, 2013, it did not make sense to include the principle
and buy-back in our burn rate. We also updated the appropriated risk factors accordingly.

6. We note your
response to our prior comment 17 and reissue. Please reconcile the net loss amounts
disclosed in the third and fourth paragraphs with your financial statements. In this
regard, we note that you have incurred a "net loss" and a "net loss applicable to common shareholders"
of $25,133 and $139,002, respectively, from inception on December 27, 2010 through your interim period of August 31, 2011. Also
specifically describe the loss to which you refer to in the third paragraph. Further, please
note that the amount referred to in the fourth paragraph as "net loss" should
be described as "operating loss," as it is derived from "revenue" less "expenses" as shown
on the statement of operations. As an additional note, amounts "from inception to August 31, 2011"
are unaudited and should be described as such. Please also revise the first risk factor on page 7 and the prospectus throughout
accordingly.

Response: We have reconciled the net amounts disclosed with our
financial statements. We have also described the loss as an operating loss, we noted that the amounts "from inception to August
31, 2011" are unaudited and we revise the first risk factor on page 7.

The Offering, page 4

7. We note your response
to our prior comment 19 and reissue. Please revise to more clearly distinguish between the offerings being conducted by
the company and the selling stockholder. We note that you are offering shares of common stock and the selling shareholder is offering
shares of preferred stock and common stock. We note that under certain subheadings, you solely refer to your common stock or preferred
stock. For example, under "Offering Price" you only referred to the offering price of your common stock. Please revise.

Response:
We have revised the document where we added that the preferred stock by the selling stockholder is $0.001 per share.

8. Refer to the "Fixed Price" paragraph. Please
revise to disclose the fixed prices to the public of the preferred stock and common stock,
respectively, being offered by the selling stockholder. Please also revise the final paragraph in this section accordingly.

Response: Under the“Fixed Price” paragraph, we revised
to disclose the fixed prices to the public of the preferred stock and common stock and we
revised the final paragraph in this section.

9. Refer to the "Termination of Offering" paragraph.
Please revise to clarify the duration of the offering being conducted by the selling stockholder.

Response: We revised the "Termination of Offering"
paragraph to clarify the duration of the offering being conducted by the selling stockholder.

Selected Financial Data. page 5

10. We note your response to our prior comment 21 and
reissue. 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 the column heading or revise the information as applicable.

Response: We revised the disclosed information to match our Inception
(December 27, 2010) to May 31, 2011 (audited) financial statements.

Risk Factors, page 6

If we fail to maintain an effective system of internal controls,
page 14

11. Please revise
the second paragraph to address the assessment of internal controls as of the most recent period presented in the filing,
which currently is August 31, 2011.

Response: We revised the second
paragraph in the Risk Factor on page 14 to address the assessment of internal controls as of August 31, 2011.

Use of Proceeds, page 16

12. We note your response to our prior comment 27 and
reissue in part. Please revise the table to begin with gross proceeds, then subtract anticipated
offering expenses, and then detail the net shortfall under each funding scenario. To the extent cash on hand in the past
was used to prepay certain offering expenses, please revise to include appropriate footnote disclosure to detail those amounts.
In this regard, please delete the "Pre-paid Offering Expenses**" row and the "Use of Proceeds" rows, e.g.,
the "Marketing Expenses," "Sales Brochures," and "Sub Total Use of Net Proceeds" rows,

Response: Our updated Use of Proceeds chart begins
with gross proceeds, then we subtracted the anticipated offering expenses, and then we detailed the net shortfall
under each funding scenario. We have deleted the "Pre-paid Offering Expenses**" row and the "Use of Proceeds"
rows.

13. Please reconcile
the "Net Shortfall" row as the net shortfall amounts do not appear to be correctly calculated based upon the gross
proceeds and total offering expenses as detailed under each funding scenario.

Response: Based on the new chart, we have reconciled
the "Net Shortfall" row so that it is calculated on gross proceeds less than total offering expenses.

14. Please revise the final paragraph in this section
to discuss with more specificity how management intends to use the proceeds from the offering, e.g., the cash returned to the balance
sheet. In this regard, we note that management intends to use certain amounts from use of proceeds to create sales brochures and
to cover marketing expenses.

Response: We revised the final paragraph in this section to discuss
with more specificity how management intends to use the proceeds from the offering.

Determination of Offering Price, page 19

15. We note your
response to our prior comment 32 and reissue. We note that certain registered securities
are being offered by you and others by the selling stockholder. Please revise to clarify how the offering price of the registered
preferred and common stock by each respective party was determined. Refer to Item 505 of Regulation S-K.

Response: We stated that the offering price of the registered
preferred was determined by the price the preferred shares were originally sold to the selling securityholder, and the offering
price for our common shares were arbitrarily established by us.

Plan of Distribution. page 19

The Offering, page 19

16.
We note your response to our prior comment 34 and reissue in part. Please refer to the sixth
paragraph. Please reconcile the disclosure in the first and second sentences as the offering period appears inconsistent.

Response: We deleted parts of the first and second sentences
to bring consistency to the disclosure.

Description of Business, page 28

Company History, page 28

17. Please clarify
how amounts for principle, interest, the buyback of the preferred shares and security
interest in the tooling mold, and any related penalties associated with the Berger promissory note are factored into the cash flow
needs described here. If such are not factored into this discussion, please revise
to incorporate the impact of these and the associated timing of payments. The discussion should also include the operation
of the second maturity milestone date of May 23, 2013 for the note. Please also conform the discussion under "Liquidity and
Capital Resources" on page 35 and "Cash Requirements" on page 36 accordingly.

Response: We have clarified that the burn rate includes only
the interest payments on the promissory note. We stated that the burn rate does not include the one-time pay-off of the principle
promissory note or buyback of the preferred shares. Since we are scheduled to run out of funds in June, 2012, and the promissory
note can be extended to May, 2013, it did not make sense to include the principle and buy-back in our burn rate. We also updated
Liquidity and Capital Resources" on page 35 and "Cash Requirements" on page 36 to conform with the disclosure.

Pricing of Product, page 30

18. Based on information
elsewhere in the filing in regard to the cost of the units recently sold, it appears the cost included shipping. Please conform
all such disclosures throughout the filing for consistency.

Response: We have conformed
the disclosures throughout the filing that our cost for the initial order we shipped included the cost of shipping.

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

Results of Operations, page 35

From December 27, 2010 (Inception) through August 31, 2011, page
35

19. Please clarify that the "net loss" since
inception though August 31, 2011 of $139,002 is actually "net loss applicable to common
shareholders" as presented in the statement of operations for this period included in the filing.

Response: We have expanded the disclosure to include operating
loss and net loss applicable to common shareholder.

Financial Statements, page 45

20. Please note
that if your filing is not effective by January 13, 2012 you will need to update the financial statements and all related disclosures
for your interim period ended November 30, 2011 pursuant to Rule 3-12(a) and (g)(1)(ii) of Regulation S-X.

Response: Supplementally, we respectfully acknowledge the Staff’s
comment, and if our filing is not effective by January 13, 2012 we will be prepared to update
our financial statements.

Statement of Operations, pages F-3a and F-2b

21. Please note
that the subtotal currently described as "net loss" should be described as "operating loss." Revise
accordingly.

Response: We have revised the description of the subtotal on
our Statement of Operations from "net loss" to "operating loss."

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

22. Please refer to notes 4 and 9 of the audited annual
statements, and notes 4 and 6 of the unaudited interim financial statements in connection
with your responses to prior comments 50, 51 and 52. Please clarify whether the prepayment penalty amount consists of
(i) $25,000 for the principal amount of the note plus (ii) $5,000 penalty plus (iii) $30,000 for buyback of the preferred shares
and security interest in the tooling mold, all of which total to $60,000. If the total is a lesser amount, please clearly
describe how the prepayment penalty is determined. Please conform the disclosure in the risk factor "We have an outstanding
promissory note in the principal amount of $25,000" on page 7.

Response: We respectfully note the Staff’s comment. In
order to bring clarity to the promissory n

December 19, 2011
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 2 to Registrati on Statement on Form S-1
Filed December 5, 2011
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated November 22,
2011 and have the following additional comments.  All page numbers below correspond to the
marked version of your filing.  General

 Registration Statement Cover Page

1. We note your response to our prior comment 4 a nd reissue in part.  Refer to footnote 2.
Please revise the third sentence to clarify that the preferred stock and common stock,
respectively, being offered by the selling stockho lder will be sold at  fixed prices for the
duration of the offering.  For each registered security and accompanyi ng registration fee,
please revise to clarify the specific provisi on of Rule 457 of the Securities Act of 1933
relied upon to calculate the accompanying regi stration fee.  Additionally, we were not
able to locate footnote 5. Please revise.
 Prospectus Cover Page

2. We note your response to our prior comment 7 and reissue.  Revise to define the
capitalized term, “Offering,” the first instan ce it is used in the third paragraph or,
alternatively, remove the capitalization and revise the prospectus throughout, as
applicable, to revise any references and disclosure related to such defined term.

3. We note your response to our prior comment 10 and reissue.  Please revise the fourth
paragraph to clarify the duration of th e offering being conducted by the selling
stockholder.  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 pros pectus throughout accordingly.

J. Chad Guidry ATVROCKN December 19, 2011 Page 2

4. We note your response to our prior comment 11 and reissue in part.  We note disclosure
which states that “Neither [y]our preferre d stock nor common stoc k are not quoted on any
exchange or in the over-the-counter market.” Please revise the fifth sentence of the sixth
paragraph to clarify that ther e is no trading market for your preferred stock or common
stock.
 Prospectus Summary, page 3

 Our Company, page 3

5. We note your response to our prior comment 15.  Please clarify in the fourth paragraph
how amounts for principle, interest, the buyback  of the preferred sh ares and security
interest in the tooling mold, and any related pe nalties associated with the promissory note
issued to Dan Berger are factored into the cas h flow needs described here.  If such are not
factored into this discussi on, please revise to incorporat e the impact of these and the
associated timing of payments.  Your discus sion should also include the operation of the
second maturity milestone date of May 23, 2013 for the note, as described elsewhere in
the filing.  Please also conform th e risk factors “We may not be able to attain profitability
without additional funding” and “We have an  outstanding promi ssory note in the
principal amount of $25,000” that are both on page 7.

6. We note your response to our prior comment 17 and reissue.  Please reconcile the net loss
amounts disclosed in the third and forth paragr aphs with your financial statements.  In
this regard, we note that you have incurred a “net loss” and a “net loss applicable to
common shareholders” of $25,133 and $139,002, respectively, from inception on
December 27, 2010 through your interim peri od of August 31, 2011.  Also specifically
describe the loss to which you refer to in the third paragraph.  Furt her, please note that
the amount referred to in the fourth paragr aph as “net loss” should be described as
“operating loss,” as it is derived from “revenue” less “expenses” as shown on the
statement of operations.  As an additiona l note, amounts “from in ception to August 31,
2011” are unaudited and should be  described as such.  Please also revise the first risk
factor on page 7 and the pros pectus throughout accordingly.
 The Offering, page 4

7. We note your response to our prior comment 19 and reissue.  Please revise to more
clearly distinguish between the offerings be ing conducted by the co mpany and the selling
stockholder.  We note that you are offering shares of common stock and the selling
shareholder is offering shares of preferred stock and common stock.  We note that under
certain subheadings, you solely refer to  your common stock or preferred stock.  For
example, under “Offering Price” you only referred to the offering price of your common stock.  Please revise.

J. Chad Guidry ATVROCKN December 19, 2011 Page 3

 8. Refer to the “Fixed Price” paragraph.  Please revise to disclose the fixed prices to the
public of the preferred stock and common stoc k, respectively, being offered by the selling
stockholder.  Please also re vise the final paragraph in  this section accordingly.

9. Refer to the “Termination of Offering” paragrap h.  Please revise to cl arify the duration of
the offering being conducted by the selling stockholder.
 Selected Financial Data, page 5

10. We note your response to our prior comment 21 and reissue.  Please refer to the Income
Statement Data.  We note that the info rmation 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 incepti on to August 31, 2011 which was unaudited.
Please revise the column heading or re vise the information as applicable.
 Risk Factors, page 6

 If we fail to maintain an effective system of internal controls, page 14

11. Please revise the second paragraph to address th e assessment of internal controls as of the
most recent period presented in the filing, which currently is August 31, 2011.
 Use of Proceeds, page 16

12. We note your response to our prior comment 27 and reissue in part.  Please revise the
table to begin with gross proceeds, then subt ract anticipated offering expenses, and then
detail the net shortfall under each funding s cenario.  To the extent cash on hand in the
past was used to prepay certain offering e xpenses, please revise to  include appropriate
footnote disclosure to detail those amounts.  In this regar d, please delete the “Pre-paid
Offering Expenses**” row and the “Use of Proceeds” rows, e.g., the “Marketing
Expenses,” “Sales Brochures,” and “S ub Total Use of Net Proceeds” rows.

13. Please reconcile the “Net Shortfall” row as the net shortfall amounts do not appear to be
correctly calculated based upon th e gross proceeds and total offering expenses as detailed
under each funding scenario.

14. Please revise the final paragraph in this se ction to discuss with more specificity how
management intends to use the proceeds from  the offering, e.g., the cash returned to the
balance sheet.  In this regard, we note th at management intends to use certain amounts
from use of proceeds to cr eate sales brochures and to  cover marketing expenses.

J. Chad Guidry ATVROCKN December 19, 2011 Page 4

 Determination of Offering Price, page 19

15. We note your response to our prior comment 32 and reissue.  We note that certain
registered securities are being offered by you and others by the selling stockholder.
Please revise to clarify how the offering pr ice of the registered  preferred and common
stock by each respective party was determine d.  Refer to Item 505 of Regulation S-K.
 Plan of Distribution, page 19

 The Offering, page 19

16. We note your response to our prior comment 34 and reissue in part.  Please refer to the
sixth paragraph.  Please reconcile  the disclosure in the firs t and second sentences as the
offering period appears inconsistent.
 Description of Business, page 28

 Company History, page 28

17. Please clarify how amounts for principle, inte rest, the buyback of the preferred shares and
security interest in the tooling mold, and any related penalties associated with the Berger
promissory note are factored into the cash fl ow needs described here.  If such are not
factored into this discussi on, please revise to incorporat e the impact of these and the
associated timing of payments.  The discussi on should also include the operation of the
second maturity milestone date of May 23, 2013 for the note.  Please also conform the
discussion under “Liquidity and Cap ital Resources” on page 35 and “Cash
Requirements” on page 36 accordingly.
 Pricing of Product, page 30

18. Based on information elsewhere in the filing in  regard to the cost of the units recently
sold, it appears the cost in cluded shipping.  Please conform all such disclosures
throughout the filing for consistency.
 Management’s Discussion and Analysis  or Plan of Operation, page 32

 Results of Operations, page 35

 From December 27, 2010 (Inception) through August 31, 2011, page 35

19. Please clarify that the “net loss” sinc e inception through August 31, 2011 of $139,002 is
actually “net loss applicable to common share holders” as presented in the statement of
operations for this period included in the filing.

J. Chad Guidry ATVROCKN December 19, 2011 Page 5

 Financial Statements, page 45

20. Please note that if your filing is not eff ective by January 13, 2012 you will need to update
the financial statements and all related disclosures for your interim period ended
November 30, 2011 pursuant to Rule 3-12(a)  and (g)(1)(ii) of Regulation S-X.
 Statement of Operations , pages F-3a and F-2b

21. Please note that the subtotal currently described as “net loss” should be described as
“operating loss.”  Revise accordingly.
 Notes to Financial Statements, pages F-6a and F-4b

22. Please refer to notes 4 and 9 of the audited annual statements, and notes 4 and 6 of the
unaudited interim financial statements in connection with your responses to prior
comments 50, 51 and 52.  Please clarify whether the prepayment penalty amount consists
of (i) $25,000 for the principal amount of th e note plus (ii) $5,000 penalty plus (iii)
$30,000 for buyback of the preferred shares and s ecurity interest in the tooling mold, all
of which total to $60,000.  If the total is a lesser amount, please clearly describe how the
prepayment penalty is determined.  Please conf orm the disclosure in the risk factor “We
have an outstanding promissory note in the principal amount of $25,000” on page 7.

23. In connection with the preceding comment, please clarify whethe r the total penalty
associated with the second maturity m ilestone of May 23, 2013 is $5,000 or $10,000 (that
is, $5,000 additive to the $5,000 penalty for the first milestone of May 23, 2012).  Conform the disclosure in the risk factor “W e have an outstanding promissory note in the
principal amount of $25,000” on page 7.
 Exhibit 10.1

24. Article 5 of the “Promissory Note between ATVRockN and Dan Berger
dated May 23, 2011” specifies events of defau lt.  As the note has two maturity milestone
dates, please clarify which date prevails as an  event of default and the actions that will
occur on that date in the event of default.  If the 2012 date is the event of default, and
buyback of the preferred stock and security inte rest in the mold occu rs relative to that
default, please explain to us and in your di sclosure the operation of  the second milestone
maturity date and associated prepayment penalties.

J. Chad Guidry ATVROCKN December 19, 2011 Page 6

 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.

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

November 22, 2011
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Amendment No. 1 to Registrati on Statement on Form S-1
Filed November 8, 2011
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your responses to the co mments in our letter dated October 14, 2011
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 one and reissue in part.  We also note your
legal analysis but were not pe rsuaded that the offering is a ppropriately characterized as
an offering that is eligible to be made pur suant to Rule 415(a)(1)(i ) of the Securities Act
of 1933.  Please revise to identify Legal Beag le 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 thro ughout the prospectus and the
prospectus continues to cont ain 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 Re gistration Fee table, The O ffering, Plan of Distribution,
etc.) accordingly.

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 “c onvertible 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.

J. Chad Guidry ATVROCKN November 22, 2011 Page 2

 3. Please revise the prospectus throughout to remove any text which has been annotated
with a strike-through and to remove any supe rfluous 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, re fer to the last paragraph of the Research
and Development section on page 31.
 Registration Statement Cover Page

4. We note your disclosure in footnote 2 to the “Calculation of Registra tion Fee” table that
“[t]here is no current market for the securi ties 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 Shar e” column to indicate that the offering of
each class of registered secu rities will instead be conducte d 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 al so revise the last sentence of footnote 2
and the prospectus throughout accordingl y.  Please refer to comment one above.

5. We note your disclosure in footnote 4 to the “Calculation of Registra tion Fee” table that
“[t]he aggregate offering price includes o ffering 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 r econcile this disclosure with the Other
Expenses of Issuance and Dist ribution section on pa ge II-1 which details anticipated
offering expenses of $10,647.  Please also revi se the prospectus throughout to remove
any implication that you will receive net proceeds from the company’s offering.
 Prospectus Cover Page

6. We note your response to our prior comment  six and reissue.  Please revise the
prospectus cover page to mo re 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 comm on stock and the selling sh areholder 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 o ffering should be clarified.  Refer to Item
501(b) of Regulation S-K.  Please also revi se The Offering section on page 4 and the
prospectus throughout accordingly.

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

J. Chad Guidry ATVROCKN November 22, 2011 Page 3

 8. We note your response to our prior comment ei ght and reissue.  We  note your disclosure
in the second sentence of the fourth para graph 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 pr oceeds from the sale of
preferred or common stock by the selling se curityholder.  Please also revise the
prospectus throughout accordingly.

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

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

11. We note your response to our prior comment te n and reissue in part.  Please revise the
fifth sentence of the sixth pa ragraph 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.
 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 init iatives 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 invol ved, any obstacles involved before you can
commence the planned operations and the need for any additional financing.  If additional
financing may not be availa ble, please clarify that.

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

J. Chad Guidry ATVROCKN November 22, 2011 Page 4

 15. Please refer to the fourth paragraph.  We note that you antic ipate $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, gene ral 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 cu rrent 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 fi scal year.  Please revise to disclose the
month you will run out of funds without a dditional capital based upon your anticipated
monthly “burn rate” post-offering and on your current cash reserves.

16. Please revise the first sentence of the four th 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.

18. Refer to the last sentence of the fourth paragraph.  We note that your auditor has issued a
going concern opinion, your limited cash positio n, 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 lo sses 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 pl an of operations and disclose the amount of
funds and uses for those funds that you will n eed for the next 12 months.  In this regard,
please factor in your anticipated monthl y “burn rate” post-offering and any amounts
necessary to implement your plan of opera tions (e.g. the amounts necessary to execute
your marketing strategy and to e xpand your existing product line).
 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 be ing conducted by the co mpany and the selling
securityholder.  We note that you are offe ring shares of common stock and the selling
shareholder is offering shares of converti ble preferred stock and common stock.  The
summary of each offering should be clar ified to include, without limitation, any
necessary revisions based upon our previous  comments on the terms and conditions of
each offering.

20. Please refer to the “Offering Price” paragra ph.  Please delete the second through fourth
sentences in their entirety.

J. Chad Guidry ATVROCKN November 22, 2011 Page 5

 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 incepti on to August 31, 2011 which was unaudited.
Please revise as applicable.
 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 preferre d stock.  Please revise the introductory paragraphs to
consistently reference your co mmon and preferred stock as app licable.  Please also revise
the risk factors in this section to refe rence your common and preferred stock in the
appropriate circumstances.  In this regar d, we note that your preferred stock is not
addressed in certain applicable risk factors a nd is referenced in ot her risk factors which
are inapplicable.  For exampl e and without limitation, refer to  the second risk factors on
pages 11, 13 and 15.

Risk Factors Relating to Our Financial Condition, page 6
 We may not be able to attain profita bility without additional funding, page 7

23. We note your response to our prior comment 22 a nd reissue.  Please revise to quantify the
net losses that you have incurred sin ce your inception on December 27, 2010 to your
interim period of August 31, 2011.  Also revise to quantify your expected near term and
long term additional financing requirements which are necessary to continue operations
and to implement your plan of operations.
 We have an outstanding promissory note in the principal amount of $25,000, page 7

24. Please revise to discuss in greater detail th e prepayment penalty associated with this
promissory note.  Please also clarify the ma turity date of the promissory note, how you
intend to pay off the promissory note, and any risks associated with such plan.  Refer to
Note 4 and Note 9 on pages F-8a and F-12a of  your financial statements for the audited
period ending on May 31, 2011.

J. Chad Guidry ATVROCKN November 22, 2011 Page 6

 Company Risk Factors, page 7

 Our management has discretion as to how to use any proceeds, page 11

25. Please revise to remove references to your pr eferred stock in this risk factor as you will
not receive any proceeds from the sale of pr eferred stock by the selling securityholder.
Please also revise to clarify that the offe ring by the company will not result in any net
proceeds but rather a net shortfall.
 Risk Factors Relating to Our Prefe rred Stock and Common Stock, page 12

 We may have difficulty in meeti ng the qualifications fo r the quotation of our securities, page 15

26. Please revise to clarify that you have no curre nt plans to apply to  have your preferred
stock listed or quoted.
 Use of Proceeds, page 16

27. We note your response to our prior comment 29 and reissue.  Item 504 of Regulation S-K
requires you to state the principal purposes for which the net proceeds of the offering are
intended to be used.  Your disclosure, howev er, does not deduct your  anticipated offering
expenses of $10,647 from the gross proceeds.  Pl ease revise the table to begin with gross
proceeds, then subtract anticipated offering expenses, and then detail the net shortfall
under each funding scenario.  To the extent  cash on hand will be used to fund any
shortfall or to the extent that cash on hand in  the past was used to prepay certain offering
expenses, please revise to incl ude appropriate footnote disclosu re to detail those amounts.
Please also revise The Offering section on page four and the prospectus throughout
accordingly.
 Selling Security Holders, page 18

28. We note your response to our prior comment 31 and reissue in part.  We note that this
section continues to focus on the sale of co mmon stock by the selling securityholder.  In
this regard, we note the last sentence of the first paragra ph does not disclose the fixed
price of the preferred and co mmon stock to be offered by th e selling securityholder and
the second paragraph continues to focus on the sale of common stock by the selling
securityholder.  Please revi se this section accordingly.

29. We note your response to our prior comment 32 and reissue.  The ta ble on page 18 lists
“Legal Beagle Services” as the only selling securityholde r.  However, you have made
references to “selling securityholders,”  “selling security holders” and “selling
shareholders” throughout the prospectus.  Please revise the prospectus throughout
accordingly.

J. Chad Guidry ATVROCKN November 22, 2011 Page 7

 30. We note your response to our prior comment 33 and reissue in part.  Please revise
footnote 2 to include the purch ase price per share of the pr eferred stock on May 31, 2011.
Please also revise the last sentence of footnote 2 to clarify that the preferred stock issued
contained a legend restricting transferability  absent registration or an applicable
exemption.  Please also confirm whether any ma terial agreements ex ist with respect to
the May 31, 2011 transaction.

31. Please revise the second to last paragraph and the associated assumption.  We note that
the assumption appears to be missing certa in negative phrases.  Please revise.
 Determination of Offering Price, page 19

32. We note your response to our prior comment 37 a nd reissue.  Please revise to clarify how
the offering price of the regist ered preferred and common stoc k was determined.  In this
regard, we note that this section should be revised to clearly disc lose the fixed offering
price for each registered security to include the various fact

CORRESP
1
filename1.htm

ATVROCKN

A Nevada Corporation

_________________________________________________________________________________

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

November 2, 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

Registration Statement on Form S-1

Filed September 19, 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 October 14, 2011 (the “Comment Letter”) relating to the Company’s
Registration Statement on Form S-1 originally filed on September 19, 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 that the selling securityholder acquired the shares to
be registered recently for the same price for which the shares are initially being offered,
and, upon conversion, the shares would represent approximately 86% and 100% of the company's outstanding shares
of common stock and outstanding shares of common stock held by non-affiliates, respectively. As a result, we note that the
offering appears to be an indirect primary offering. Given the nature and size of the offering, please advise regarding your basis
for determining 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. Alternatively, identify Legal Beagle Services as an underwriter
on the cover page and throughout (not "may be deemed to be an underwriter") and include a fixed sales price to
the public for the duration of the offering. In addition, please make conforming changes throughout the prospectus (e.g. Calculation
of Registration Fee table, The Offering,

Plan of Distribution, etc.).

Response: We respectfully note the Staff’s comment, and
we submit that the following facts and circumstances which leads us to our conclusion that the offering by Legal
Beagle Services (the “Selling Shareholder”) pursuant to the Registration Statement is a secondary offering eligible
to be made under Rule 415(a)(1)(i).

The Staff’s primary guidance for analyzing
whether a transaction is a primary or secondary offering is set forth in the Compliance and Disclosure Interpretations, Interpretive
Response 612.09 (the “Interpretation”), provides that:

“It is important to identify whether a purported
secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of
an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery
requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule
and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering,
or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the
other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is
a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.” [emphasis added]

Here follows our analysis of each of the items set forth in the
last sentence of Interpretation 612.09 in the discussion below.

a. How long the selling shareholders have
held the shares and the circumstances under which they received them

On May 31, 2011, the Company issued 1,250,000
shares of its Series A Convertible Preferred stock to the Selling Shareholder in exchange for cash of $12,500. Had these
shares not been sold to the Selling Shareholder, the Company would not have had sufficient funds to design for the mold which was
used to produce its first product. Although the Series A Convertible Preferred stock can be converted to approximately 86%
of the common stock, the Company’s Articles of Designation for this Series of Preferred stock does not allow any conversion
to exceed 4.9% ownership in the Company.

Further, the Company respectfully submits that
the Selling Shareholder purchased the shares for investment purposes and did not acquire its securities with the purpose or intent
of effecting a distribution in violation of the Securities Act.

b. The selling shareholders’ relationship
to the issuer

The Selling Shareholder is not related to any
officer, director or other shareholder of the Company. Further, the Selling Shareholder is not an officer or director of the Company.
There are no arrangements or understandings between any of the Company’s officer/directors and the Selling Shareholder on
any matters, which includes the disposition of the stock owned by the Selling Shareholer.

The Company does not expect the Selling Shareholder
will have potential access to material non-public information. The Company does not expect that the Selling Shareholder will be
active in the market for the Company’s stock unless it is confident that any such activity is in full compliance with applicable
law.

In addition, and as discussed below, the Company
respectfully notes that the Staff has previously allowed sales by affiliates of an issuer through secondary offerings on Form S-3,
even in circumstances where such affiliates owned significantly more than one-third of the issuer’s public float.

c. The amount of shares involved

The Company acknowledges the Staff’s
concern with respect to the amount of convertible common share of the proposed offering being registered for resale relative to
the number of shares held by non-affiliates. We respectfully submit Interpretation H.20, regarding the use of Form S-3 to effect
a secondary offering, this Interpretation states: “A number of persons have asked whether Form S-3 is available for secondary
offerings to be made by affiliates of the issuer. The concern was that because the seller was an affiliate, the Division staff
might consider the secondary offering a sale on behalf of the issuer and, in reality, a primary offering requiring the affiliate-registrant
to meet the more stringent Form S-3 standards applicable to primary offerings by issuers. The Division staff had indicated, however,
that secondary sales by affiliates may be made under General Instruction I.B.3. to Form S-3 relating to secondary offerings, even
in cases where the affiliate owns more than 50% of the issuer’s securities, unless the facts clearly indicate that the
affiliate is acting as an underwriter on behalf of the issuer.” [emphasis added]

This interpretive position appears to indicate
that a Securityholder of well in excess of one-third of the public float can effect a valid secondary offering of its shares unless
other facts, beyond the mere level of ownership, indicate that the affiliate is acting as a conduit for the issuer. As detailed
below, Company respectfully advises the Staff that the Selling Shareholder is not acting as an underwriter or conduit for the Company.

d. Whether the selling shareholder is
in the business of underwriting securities

The Company respectfully advises the Staff
that the Selling Shareholder is not in the business of underwriting securities, but rather it is a private investor that purchased
securities in the Company for their own account. In addition, the Selling Shareholder has represented to the Company that the shares
were purchased for its own account for investment purposes only and not with an intention to distribute in violation of the Securities
Act. There is no factual basis that demonstrates that those representations and warranties are untrue. We note that the Selling
Shareholder is not a registered broker-dealer, has never served as an underwriter in any offering of securities, in the past has
utilized an underwriter to dispose of certain of its shares of the Company and will not be compensated in connection with the offering
under the Registration Statement (other than retaining all of the proceeds of the offering). Thus we respectfully submit that the
Selling Shareholder should not be construed as an underwriter.

e. Whether under all the circumstances it appears
that the seller is acting as a conduit

for the issuer

The Staff has recognized that affiliates of
an issuer are not necessarily conduits for the Issuer. In the Staff’s Interpretation D.38, the Staff responded regarding
whether affiliates of the issuer may rely on Rule 415(a)(1)(i) to register secondary offerings. The response states, in relevant
part, that: “Aside from parents and subsidiaries, affiliates of issuers are not necessarily treated as being the alter egos
of the issuers. Under appropriate circumstances, affiliates may make offerings which are deemed to be genuine secondaries.”

As stated above, the characteristics of the
Selling Shareholder are not consistent with offerings in which the selling shareholder is acting like an underwriter or as a conduit
for the issuer. In addition, as the Selling Shareholder is not in the business of underwriting securities and all of the proceeds
of the offering under the Registration Statement will be retained by the Selling Shareholder, the Company believes that the offering
the Company seeks to register is a valid secondary offering.

Conclusion

For the reasons stated above, the Company respectfully
requests that the Staff permit the offering by the Selling Shareholder pursuant to the Registration Statement as a secondary offering,
eligible to be made on a shelf basis under Rule 415(a)(1)(i).

To the second part of the first comment, we have revised the
document to identify the Selling Shareholder as an underwriter and we included a fixed sales price for the duration of the offering.

2. We note throughout the prospectus that you refer to
the registered preferred stock as "Series A Callable and Convertible Preferred," "convertible preferred," "preferred
shares," "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: Our Articles of Designation
filed with the Nevada Secretary of State classify these shares as “Series A Convertible Preferred Stock.” We have revised
the entire document to reflect this term.

3. We note the reference date of
August 31, 2011 used throughout the prospectus. Please revise the associated disclosure,
as applicable, to provide the information as of a more recent date.

Response: The reference
date has been updated to the date our amendment was signed, with the exception of financial information that ended August 31, 2011.

Registration Statement Cover Page

4. Please revise your "Primary Standard Industrial Classification
Code Number" to be 3714.

Response: We
have revised our "Primary Standard Industrial Classification Code Number to 3714.

5. Please provide
an explanation for the inclusion of footnote 5 to the "Calculation of Registration Fee" table since the filing of this
registration statement was your initial filing.

Response: We respectfully note the Staff’s comment. It
was an error on our part to include footnote 5 in this initial filing. Footnote 5 has been deleted.

Prospectus Cover Page

6. Please revise the prospectus cover page to more clearly
distinguish between the offerings being conducted by the company and the selling securityholder. For example, the first paragraph
indicates that the selling securityholder is offering 500,000 shares of your common stock which conflicts with your disclosure
elsewhere in the prospectus. The terms and conditions of each offering should be clarified. Refer to Item 501(b) of Regulation
S-K. Please also revise the prospectus throughout accordingly.

Response: We have revised the first paragraph of the
Prospectus Cover Page to state that we are registering up to 500,000 shares, for sale to investors by us at a price of $0.01 per
share.

7. We note your disclosure in the third paragraph that
the "offering will terminate when all 500,000 shares are sold or if not all of the shares
are sold, the offering will close on December 31, 2011, unless we terminate it earlier." Please revise to clarify whether
or not there may be extensions to the offering period. If there may be extensions to the offering
period revise to state the duration of such extensions. Refer to Item 501(b)(8)(iii) of Regulation S-K. Please also revise
the prospectus throughout accordingly.

Response: We have added disclosure to clarify that
management reserves the right to extend the offering for six months.

8. We note your disclosure in the second sentence of
the fourth paragraph that "[you] will not receive any of the proceeds from the shares of common stock sold by the selling
shareholders." Please revise 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 to clarify that we will not receive any of the proceeds from the sale of preferred or common stock by
the selling securityholder.

9. We
note that the disclosure in the fifth paragraph related to the "penny stock" rules is focused
on your common stock. To the extent applicable, please revise to also address your preferred
stock. Please also revise the last sentence of this paragraph to clarify that your
preferred stock is not traded on NASDAQ or any recognized stock exchange. Please also revise the prospectus throughout accordingly.

Response: We have
revised our disclosure to include the our preferred stock.

10. We note your
disclosure in the sixth paragraph that you intend to apply for quotation of your common stock on the OTC Bulletin Board after the
closing of the offering. Please revise the summary to clarify that there is no trading
market for your preferred stock or common stock, you intend to apply for quotation of
your common stock on the OTC Bulletin Board, you will require the assistance of a market-maker
to apply for quotation and there is no guarantee that a market-maker will agree to assist
you. Please also revise to indicate, if true, that you have no current plans to apply
to have your preferred stock listed or quoted on any exchange or inter-dealer quotation
system. Refer to Item 501(b)(4) of Regulation S-K. Please also revise the prospectus throughout accordingly.

Response: We have updated our disclosure to include
we will require the assistance of a market-maker to apply for quotation and
there is no guarantee that a market-maker will agree to assist us. Further, no current
plans to apply to have our preferred stock listed or quoted on any exchange or inter-dealer
quotation system.

11. We note your cross-reference to the Risk Factors
section included after the sixth paragraph. Please revise to highlight this cross-reference
in prominent type or another manner. Refer to Item 501 (b)(5) of Regulation S-K.

Response: We have highlighted the Risk Factors cross-referen

October 14, 2011
 Via Facsimile

J. Chad Guidry Chief Executive Officer ATVROCKN 1813 Winners Cup Dr. Las Vegas, NV  89117
Re: ATVROCKN
Registration Statement on Form S-1 Filed September 19, 2011
  File No. 333-176909
Dear Mr. Guidry:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. We note that the selling securit yholder acquired the shares to be registered recently for
the same price for which the shares are in itially being offered, and, upon conversion, the
shares would represent approximately 86%  and 100% of the company’s outstanding
shares of common stock and outstanding shares  of common stock held by non-affiliates,
respectively.  As a result, we note that the offering appears to be an indirect primary
offering.  Given the nature and size of the o ffering, please advise re garding your basis for
determining 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.  Alternatively,
identify Legal Beagle Services as an unde rwriter on the cover pa ge and throughout (not
“may be deemed to be an underwriter”) and include a fixed sales price to the public for
the duration of the offering.  In addition, please make conforming changes throughout the
prospectus (e.g. Calculation of  Registration Fee table, The Offering, Plan of Distribution,
etc.).

J. Chad Guidry ATVROCKN October 14, 2011 Page 2

2. We note throughout the prospectus that you refe r to the registered preferred stock as
“Series A Callable and Convertible Prefe rred,” “convertible preferred,” “preferred
shares,” “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.

3. We note the reference date of August 31, 2011 used throughout the prospectus.  Please
revise the associated disclosure, as applicab le, to provide the information as of a more
recent date.
 Registration Statement Cover Page

4. Please revise your “Primary Standard Industr ial Classification Code  Number” to be 3714.

5. Please provide an explanation for the inclus ion of footnote 5 to the “Calculation of
Registration Fee” table since the filing of th is registration statement was your initial
filing.
 Prospectus Cover Page

6. Please revise the prospectus cover page to mo re clearly distinguish between the offerings
being conducted by the company and the selling securityholder.  For example, the first
paragraph indicates that the selling secu rityholder is offering 500,000 shares of your
common stock which conflicts wi th your disclosure elsewhere in the prospectus.  The
terms and conditions of each offering should be clarified.  Refer to Item 501(b) of
Regulation S-K.  Please also revise the prospectus throughout accordingly.

7. We note your disclosure in the third paragra ph that the “offering will terminate when all
500,000 shares are sold or if not  all of the shares are so ld, the offering will close on
December 31, 2011, unless we terminate it earlie r.”  Please revise to  clarify whether or
not there may be extensions to the offering pe riod.  If there may be extensions to the
offering period revise to state the durati on of such extensions.  Refer to Item
501(b)(8)(iii) of Regulation S-K.  Please also revise the pr ospectus throughout
accordingly.

8. We note your disclosure in the second senten ce of the fourth paragraph that “[you] will
not receive any of the proceeds from the shares of common stock sold by the selling shareholders.”  Please revise to clarify that  you will not receive any of the proceeds from
the sale of preferred or common stock by the se lling securityholder.  Please also revise
the prospectus throughout accordingly.

J. Chad Guidry ATVROCKN October 14, 2011 Page 3

 9. We note that the disclosure in the fifth para graph related to the “p enny stock” rules is
focused on your common stock.  To the extent applicable, please revi se to also address
your preferred stock.  Please also revise the last  sentence of this paragraph to clarify that
your preferred stock is not traded on NAS DAQ or any recognized stock exchange.
Please also revise the prospectus throughout accordingly.

10. We note your disclosure in the sixth paragra ph that you intend to apply for quotation of
your common stock on the OTC Bulletin Board after the closing of the offering.  Please
revise the summary to clarify that there is no trading market for your preferred stock or
common stock, you intend to apply for quot ation of your common stock on the OTC
Bulletin Board, you will require the assistance of a market-maker to apply for quotation
and there is no guarantee that a market-maker will agree to assist you.  Please also revise
to indicate, if true, that you have no current  plans to apply to ha ve your preferred stock
listed or quoted on any exchange or inter-d ealer quotation system.  Refer to Item
501(b)(4) of Regulation S-K.  Please also re vise the prospectus throughout accordingly.

11. We note your cross-reference to the Risk Factors section included after the sixth
paragraph.  Please revise to hi ghlight this cross-reference in  prominent type or another
manner.  Refer to Item 501(b)(5) of Regulation S-K.

Prospectus Summary, page 3

 Our Company, page 3

12. Please revise to briefly provide a more de tailed summary of your  business and current
operations to include the steps you have taken to date to become an operating company.
Briefly describe your products and clarify that you market and distribute “housing
molding” products to place audio equipment and lighting on 4 wheel drive vehicles such
as ATVs and UTVs.  Also clarify, if tr ue, that you do not ma nufacture any of your
products.  Further, briefly explain how you will market your products.  To the extent that
you discuss future business plans here, the di scussion 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 th e planned operations and the need for any
additional financing.  If additi onal financing may not be ava ilable, please clarify that.

13. We note that your auditor has issued a going concern opinion and your disclosure in the
third paragraph that you “do not expect to generate sufficient revenues in the next 12
months to sustain [your] operati ons.”  Please revise to disclo se your monthly “burn rate,”
pre and post-offering, and the month you will run out of funds without additional capital.  Also revise to state, if true, that you must raise additional capital in order to continue
operations and to implement your plan of ope rations and disclose the amount of funds
and uses for those funds that you wi ll need for the next 12 months.

J. Chad Guidry ATVROCKN October 14, 2011 Page 4

 14. We note your disclosure in the third paragr aph that you have generated no revenues and
have incurred losses since your inception.  Plea se revise to quantif y the net losses that
you have incurred since your inception on December 27, 2010.

15. Please revise the sixth paragraph to incl ude the telephone number  of your principal
executive offices.  Refer to Item 503(b) of Regulation S-K.
 The Offering, page 4

16. Please revise to more clearly distinguish between the offerings being conducted by the
company and the selling securityholder.  The summary of each offering should be clarified to include, without limitation, any necessary revisions based upon our previous
comments on the terms and conditions of each offering.
 Selected Financial Data, page 5

17. Please revise to present the included informati on in a table or other readable format so
that investors can clearly dis tinguish the information applicab le to each presented period.
 Risk Factors, page 6

18. We note that you are registering common stock and preferred stock.  We also note that a
number of the risk factors only referen ce your common stock and that you have only
included risk factors related to your comm on stock.  Please revise, to the extent
applicable, to include any risk  factors specific to investing in your preferred stock.  For
example, consider, without lim itation, including risk factor s related to your preferred
stocks’ lack of dividend and voting rights,  any conversion limitations placed on your
preferred stock, and, if true, your intention not to apply to have your preferred stock listed
or quoted on any exchange or inter-dealer quotation system.

19. We note that you have outstanding Series B Preferred Stock which appears to have a
priority interest in the paym ent of interest on amounts loan ed to you and to your assets
upon liquidation, dissolution or wi nding up.  Please revise to include a risk factor to
discuss your Series B Preferred Stock and any pr eferential rights such series may possess.
Please also revise to include a risk factor  to discuss that you have authorized and
unissued Series B Preferred Stock and aut horized, unissued and unde signated Series C
Preferred Stock that may be issued in the future.

20. We note your disclosure in the Recent Sales of Unregistered Secu rities section on page
II-3 that you have issued a promissory not e in the principal amount of $25,000 to Dan
Berger.  Please revise to in clude a risk factor to discu ss any risks related to this
promissory note.  Please also file a copy of this promissory note as a material contract.

J. Chad Guidry ATVROCKN October 14, 2011 Page 5

 21. Please revise to include a risk  factor to quantify the antici pated costs of being a public
company and clarify, if true, that you may not  be able to absorb the costs of being a
public company.
 Risk Factors Relating to Our Financial Condition, page 6

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

22. Please revise to quantify the net losses that you have incurred since your inception on
December 27, 2010.  Also revise to quantify your expected near term and long term
additional financing requirements which are necessary to continue operations and to
implement your plan of operations.
 Company Risk Factors, page 7

 If we fail to offer a broad selection of products, page 9

23. Please revise to quantify the number of products  that you currently offer and clarify that
you have only produced one prototype.

Natural disasters or acts of terrori sm could disrupt services, page 10

24. We note your disclosure in the la st sentence of the fi rst paragraph that natural disasters or
acts of terrorism may increase “revenues and profitability related to tag jobs, special
projects and other higher margin work necessi tated by the disaster.”  Please advise what
types of tag jobs, special pr ojects or other higher margin  work you expect in these
situations given your current plan of operations to focus on ATV accessories, or, alternatively, delete this language.
 Risk Factors Relating to  Our Common Stock and This Offering, page 12

 Investors cannot withdraw f unds once invested, page 12

25. We note your disclosure that the offering ma y last as long as six months.  Please
reconcile such disclosure with your disclosure on the prospect us cover page that that the
offering of your common stock by the co mpany will terminate on December 31, 2011.
Also revise page 19 accordingly.
 Future sales of shares by existi ng controlling stockholders, page 12

26. Given your status as a “shell company,” please revise to di scuss any limitations imposed
by Rule 144(i) of Securities Act of 1933.

J. Chad Guidry ATVROCKN October 14, 2011 Page 6

 There are no commitments to purchas e any of our common stock, page 13

27. Please revise to clarify that as  there is no minimum amount to be raised in this offering,
investors may lose their entire  investment if the offering does not raise enough funds to
sustain your business.
 Use of Proceeds, page 16

28. Please revise the first sentence to clarify th at you will not receive any of the proceeds
from the sale of preferred stock or common stock being offered by the selling
securityholder.  Please also revise the prospectus throughout accordingly.

29. Please reconcile your disclosure in the Ot her Expenses of Issuance and Distribution
section on page II-1 that you anticipate offe ring expenses of $10,647 with your disclosure
here.  It appears that the fu ll amount of your anticipated offering expenses is not fully
deducted from the gross proceeds.  Please re vise to clearly indicate that the gross
proceeds from the offering will be insuffi cient to cover your anticipated offering
expenses, detail the amount of any shortf all under the various funding scenarios and
disclose the source of funds necessary to cove r any shortfall.  To the extent cash on hand
will be used to fund any shortfall or to the exte nt that cash on hand in the past was used to
prepay certain offering expenses, please revise to clarify these facts.  Please also revise
the “Use of Proceeds” caption of Th e Offering section on page 4 accordingly.
 Dilution, page 17

30. We note your disclosure that your pro forma net tangible book value after the offering
will be $11,423.  We note that this amount doe s not factor in your anticipated offering
expenses of $10,647.  Please revise your pro forma net tangible book value calculation to
factor in your anticipated offering expenses  and revise this se ction accordingly.
 Selling Security Holders, page 18

31. We note that the registration statement re gisters preferred and common stock to be
offered by the selling securityholder.  We also note that this section focuses on the sale of
common stock by the selling secu rityholder.  Please revise  this section accordingly.

32. The table on page 18 lists “Legal Beagle Serv ices” as the only selling securityholder.
However, you have made references to selli ng securityholders throughout the prospectus.
Please revise the prospectus throughout accordingly.

33. Please briefly provide disclosure regardi ng the transactions from which the selling
securityholder received its shares.  Also, f ile as exhibits any material agreements
regarding those transactions.

J. Chad Guidry ATVROCKN October 14, 2011 Page 7

 34. We note that the beneficial ownership info rmation has been provided as of August 31,
2011.  Please revise footnote 1 to provide the be neficial ownership information as of the
most recent practicable date.

35. We note that the selling securi tyholder is a legal entity.  Please revise footnote 2 to
disclose the natural person or  persons who exercise the so le or shared voting and/or
dispositive powers with respect to the shares to  be offered by that secu rityholder.  In this
regard, we note that footnote 2 only discloses the natural person who retains ultimate voting power.  Please revise.

36. Please tell us whether the selling securityhold er is a broker-dealer or an affiliate of a
broker-dealer.
 Determination of Offering Price, page 19

37. Please revise to clarify how the offering pr ice of the registered  preferred and common
stock was determined.  In this regard, we note that the first paragraph should be revised to
clearly disclose the fixed offering price for each  registered security to include the various
factors considered in determining such offeri ng price.  Refer to Item 505 of Regulation S-
K.

Plan of D