UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

|(Mark one)
|----------
|          
|x         

For the Quarterly Period Ended August 31,
2012

OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | -----------------------------------------------------------------------------------------

For the transition period from _________________to

|                                
|--------------------------------
|Commission File Number:000-54739
|                                



ATVRockN

(Exact name
of registrant as specified in its charter)

|Nevada                            |  | 27-4594495         
|--------------------------------- |  | -------------------
|(State or Other Jurisdiction      |  | (I.R.S. Employer   
|of Incorporation or Organization) |  | Identification No.)



|1813 Winners Cup Dr., Las Vegas, NV      |  | 89117     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)

Telephone: (702) 334-4008

(Registrant’s telephone number, including
area code)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [ ] No [ ] Not Applicable

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

|Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting company [X]
|------------------------ | ------------------ | ---------------------- | -----------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNo [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YesoNo [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.

As
of October 22, 2012, the registrant’s outstanding common stock consisted of66,000,000shares issued and outstanding, $0.001 par value. Authorized – 185,000,000
common shares.









Table of Contents

ATVROCKN

Index to Form 10-Q

For the Quarterly Period Ended August 31, 2012

|PART I   | Financial Information                                                                 | 3 
|-------- | ------------------------------------------------------------------------------------- | --
|         |                                                                                       |   
|ITEM 1.  | Financial Statements                                                                  | 3 
|         | Unaudited Interim Condensed Balance Sheets                                            | 3 
|         | Unaudited Interim Condensed Statements of Operations                                  | 4 
|         | Unaudited Interim Condensed Statements of Cash Flows                                  | 5 
|         |                                                                                       |   
|         | Notes to the Unaudited Condensed Interim Financial Statements                         | 6 
|         |                                                                                       |   
|ITEM 2.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11
|         |                                                                                       |   
|ITEM 3.  | Quantitative and Qualitative Disclosures About Market Risk                            | 28
|         |                                                                                       |   
|ITEM 4T. | Controls and Procedures                                                               | 28
|         |                                                                                       |   
|PART II  | Other Information                                                                     | 22
|         |                                                                                       |   
|ITEM 1.  | Legal Proceedings                                                                     | 22
|         |                                                                                       |   
|ITEM 1A. | Risk Factors                                                                          | 22
|         |                                                                                       |   
|ITEM 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                           | 22
|         |                                                                                       |   
|ITEM 3   | Defaults Upon Senior Securities                                                       | 22
|         |                                                                                       |   
|ITEM 4   | Submission of Matters to a Vote of Security Holders                                   | 22
|         |                                                                                       |   
|ITEM 5   | Other Information                                                                     | 22
|         |                                                                                       |   
|ITEM 6   | Exhibits                                                                              | 23
|         |                                                                                       |   
|         | SIGNATURES                                                                            | 24
|         |                                                                                       |   









2









ATVROCKN

(A Development Stage Company)

Unaudited Interim Condensed Balance Sheets



|                                    |                                                              |                                                  |                             | August 31, 2012         |                            | May 31, 2012
|----------------------------------- | ------------------------------------------------------------ | ------------------------------------------------ | --------------------------- | ----------------------- | -------------------------- | ------------
|                                    |                                                              | ASSETS                                           |                             |                         |                            |             
|Current assets:                     |                                                              |                                                  |                             |                        
|                                    | Cash and cash equivalents                                    |                                                  | $                        54 |                         | $                     533 
|                                    | Inventory                                                    |                                                  | -                           |                         | -                         
|                                    | Prepaid expenses                                             |                                                  | -                           |                         | -                         
|                                    |                                                              | Total current assets                             |                             | 54                      |                            | 533         
|                                    |                                                              |                                                  |                             |                         |                            |             
|Fixed assets:                       |                                                              |                                                  |                             |                        
|                                    | Furniture and equipment, net                                 |                                                  | 13,483                      |                         | 13,660                    
|                                    |                                                              | Total fixed assets                               |                             | 13,483                  |                            | 13,660      
|TOTAL ASSETS                        |                                                              | $                13,537                          |                             | $                14,193
|                                    |                                                              |                                                  |                             |                         |                            |             
|                                    |                                                              | LIABILITIES AND STOCKHOLDERS' EQUITY             |                             |                         |                            |             
|Current liabilities:                |                                                              |                                                  |                             |                        
|                                    | Accounts payable                                             |                                                  | $                       23  |                         | $                       23
|                                    | Accrued expense - estimated payroll taxes                    |                                                  | 1,800                       |                         | 1,800                     
|                                    | Due to related party                                         |                                                  | 140                         |                         | 7,563                     
|                                    | Accrued interest                                             |                                                  | 2,611                       |                         | 1,361                     
|                                    | Secured note payable, net                                    |                                                  | 25,000                      |                         | 25,000                    
|                                    |                                                              | Total current liabilities                        |                             | 29,574                  |                            | 35,747      
|                                    |                                                              |                                                  |                             |                         |                            |             
|Stockholders' equity:               |                                                              |                                                  |                             |                        
|                                    | Preferred stock Series B, $0.001 par value, 5,000,000 shares | 25                                               |                             | 25                     
|                                    |                                                              | authorized, 25,000 and 25,000 issued and         |                             |                         |                            |             
|                                    |                                                              | oustanding as of 8/31/2012 and 5/31/2012,        |                             |                         |                            |             
|                                    |                                                              | respectively                                     |                             |                         |                            |             
|                                    | Convertible Preferred stock Series A, $0.001 par             |                                                  | 1,250                       |                         | 1,250                     
|                                    |                                                              | value, 5,000,000 shares authorized, 1,250,000    |                             |                         |                            |             
|                                    |                                                              | and 1,250,000 issued and outstanding as of       |                             |                         |                            |             
|                                    |                                                              | 8/31/2012 and 5/31/2012, respectively            |                             |                         |                            |             
|                                    | Preferred stock Series C, $0.001 par value, 5,000,000 shares | -                                                |                             | -                      
|                                    |                                                              | authorized, none issued and outstanding as of    |                             |                         |                            |             
|                                    |                                                              | 8/31/2012 and 5/31/2012, respectively            |                             |                         |                            |             
|                                    | Common stock, $0.001 par value, 185,000,000 shares           | 66,000                                           |                             | 20,000                 
|                                    |                                                              | authorized, 66,000,000 and 20,000,000 issued and |                             |                         |                           
|                                    |                                                              | outstanding as of 8/31/2012 and 5/31/2012,       |                             |                         |                            |             
|                                    |                                                              | respectively                                     |                             |                         |                            |             
|                                    | Additional paid-in capital                                   |                                                  | 124,150                     |                         | 124,150                   
|                                    | Deficit accumulated during development stage                 |                                                  | (207,462)                   |                         | (166,979)                 
|                                    |                                                              | Total stockholders' equity                       |                             | (16,037)                |                            | (21,554)    
|TOTAL LIABILITIES AND STOCKHOLDERS' |                                                              |                                                  |                             |                        
|                                    | EQUITY                                                       |                                                  | $               13,537      |                         | $               14,193    





The accompanying notes are an integral part
of these financial statements.



3





ATVROCKN

(A Development Stage Company)

Unaudited Interim Condensed Statement of Operations



|                                                    |                                              |                               | For the three months ended August 31, 2012 |            | For the three months ended August 31, 2011 |         | From Inception (December 27, 2010) to August 31, 2012
|--------------------------------------------------- | -------------------------------------------- | ----------------------------- | ------------------------------------------ | ---------- | ------------------------------------------ | ------- | -----------------------------------------------------
|Revenue                                             | $                        -                   |                               | $                        -                 |            | $              11,165                     
|Cost of goods sold                                  | -                                            |                               | -                                          |            | 8,854                                     
|Gross profit                                        | -                                            |                               | -                                          |            | $2,311                                    
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Expenses:                                           |                                              |                               |                                            |            |                                           
|                                                    | Audit fees                                   | -                             |                                            | 4,750      |                                            | 10,023 
|                                                    | Depreciation                                 | 178                           |                                            | -          |                                            | 710    
|                                                    | Estimated payroll taxes                      | -                             |                                            | 825        |                                            | 1,800  
|                                                    | General & administrative                     | 39,055                        |                                            | 9,755      |                                            | 66,354 
|                                                    | Salaries                                     | -                             |                                            | 5,500      |                                            | 12,000 
|                                                    |                                              | Total expenses                | 39,233                                     |            | 20,830                                     |         | 90,887                                               
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Net loss                                            | ($39,233)                                    |                               | ($20,830)                                  |            | ($88,576)                                 
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Other Income (Expenses):                            |                                              |                               |                                            |            |                                           
|                                                    | Amortization on original issue discount      | -                             |                                            | (6)        |                                            | (25)   
|                                                    | Interest expense                             | (1,250)                       |                                            | (1,250)    |                                            | (6,361)
|                                                    | Beneficial conversion feature of convertible |                               |                                            |            |                                            |        
|                                                    |                                              | preferred stock               | -                                          |            | -                                          |         | (112,500)                                            
|                                                    |                                              | Total other income (expenses) | (1,250)                                    |            | (1,256)                                    |         | (118,886)                                            
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Net income (loss) applicable to common shareholders | $           (40,483)                         |                               | $           (22,086)                       |            | $         (207,462)                       
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Weighted average number of common shares            |                                              |                               |                                            |            |                                           
|                                                    | outstanding- basic                           | 66,000,000                    |                                            | 20,000,000 |                                            |        
|                                                    |                                              |                               |                                            |            |                                            |         |                                                      
|Net loss per share                                  | $                  0.00                      |                               | $                  0.00                    |            |                                           





The accompanying notes are an integral part
of these financial statements.



4





ATVROCKN

(A Development Stage Company)

Unaudited Interim Condensed Statements of Cash
Flows



|                                                     |                         |                                                         | For the three months ended August 31, 2012 |  | For the three months ended August 31, 2011 |  | From Inception (December 27, 2010) to August 31, 2012
|---------------------------------------------------- | ----------------------- | ------------------------------------------------------- | ------------------------------------------ |  | ------------------------------------------ |  | -----------------------------------------------------
|OPERATING ACTIVITIES                                 |                         |                                                         |                                            |  |                                           
|Net loss                                             | $          (40,483)     |                                                         | $          (22,086)                        |  | $        (207,462)                        
|Adjustment to reconcile net loss to net cash used by |                         |                                                         |                                            |  |                                           
|                                                     | operating activities:   |                                                         |                                            |  |                                            | 
|                                                     |                         | Beneficial conversion feature expense                   | -                                          |  | -                                          |  | 112,500                                              
|                                                     |                         | Increase (decrease) in accounts payable                 | -                                          |  | (417)                                      |  | 22                                                   
|                                                     |                         | Increase in accrued expenses                            | 1,250                                      |  | 2,075                                      |  | 4,411                                                
|                                                     |                         | (Increase) decrease in discount on note payable         | -                                          |  | 6                                          |  | -                                                    
|                                                     |                         | Increase in expenses paid by related party on behalf of | 38,437                                     |  | -                                          |  | 38,437                                               
|                                                     |                         | the Company                                             |                                            |  |                                            |  |                                                      
|                                                     |                         | Increase in depreciation                                | 178                                        |  | -                                          |  | 710                                                  
|                                                     |                         | (Increase) in prepaid expenses                          | -                                          |  | (2,750)                                    |  | -                                                    
|Net cash used by operating activities                | (618)                   |                                                         | (23,172)                                   |  | (51,382)                                  
|                                                     |                         |                                                         |                                            |  |                                            |  |                                                      
|INVESTING ACTIVITIES                                 |                         |                                                         |                                            |  |                                           
|Purchase of equipment                                | -                       |                                                         | (1,240)                                    |  | (14,192)                                  
|Net cash used by investing activities                | -                       |                                                         | (1,240)                                    |  | (14,192)                                  
|                                                     |                         |                                                         |                                            |  |                                            |  |                                                      
|FINANCING ACTIVITIES                                 |                         |                                                         |                                            |  |                                           
|Proceeds from issuance of preferred stock            | -                       |                                                         | -                                          |  | 12,525                                    
|Proceeds from issuance of common stock               | -                       |                                                         | -                                          |  | 20,000                                    
|Contribution to capital                              | -                       |                                                         | -                                          |  | 400                                       
|Loan from related party                              | 140                     |                                                         |                                            |  | 7,703                                     
|Increase in secured note payable                     | -                       |                                                         | -                                          |  | 25,000                                    
|Net cash provided by financing activities            | 140                     |                                                         | -                                          |  | 65,628                                    
|                                                     |                         |                                                         |                                            |  |                                            |  |                                                      
|NET INCREASE IN CASH                                 | (478)                   |                                                         | (24,412)                                   |  | 54                                        
|CASH - BEGINNING OF THE PERIOD                       | 532                     |                                                         | 31,940                                     |  | -                                         
|CASH - END OF THE PERIOD                             | $                    54 |                                                         | $              7,528                       |  | $                    54                   
|                                                     |                         |                                                         |                                            |  |                                            |  |                                                      
|NON-CASH ACTIVITIES                                  |                         |                                                         |                                            |  |                                           
|Conversion of debt                                   | $            46,000     |                                                         | $                       -                  |  | $             46,000                      



The accompanying notes are an integral part
of these financial statements.



5





ATVROCKN

(A Development Stage Company)

Notes to the Unaudited Condensed Interim Financial
Statements

August 31, 2012





NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS



The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position, results of operations and cash flows at August 31, 2012 and for all periods presented
have been made.



Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States of America have
been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's May 31, 2012 audited financial statements. The results of operations for
the period ended August 31, 2012 are not necessarily indicative of the operating results for the full year.



Basis of Presentation

In the opinion of management, the accompanying interim balance sheets
and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal
recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United
States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions
the affect the reported amounts of assets, liabilities, revenue and expenses. Actual results and outcomes may differ from management's
estimates and assumptions.





NOTE 2 - GOING CONCERN



These condensed interim financial statements have been prepared
in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course of business. As of August 31, 2012, the Company
has recognized revenues of $11,165 and has accumulated operating losses of approximately $207,462 since inception. The Company's
ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations.







6





ATVROCKN

(A Development Stage Company)

Notes to the Unaudited Condensed Interim Financial
Statements

August 31, 2012





Management plans to raise equity capital to finance the operating
and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While
the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate
funds that will be available for operations.



These conditions raise substantial doubt about the Company's ability
to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.





NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES



Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Recent Accounting Pronouncements

The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will
have a material impact on the Company's financial position and results of operations.





NOTE 4 - STOCKHOLDERS' EQUITY AND CONTRIBUTED CAPITAL



Series B Preferred Stock



The Company is authorized to issue 5,000,000
shares of $0.001 par value series B preferred stock, of which 25,000 shares are issued and outstanding. Series B Preferred Stock
have liquidation and first position ownership rights on any assets owned by the corporation. The Series B Preferred Stock have
no voting rights and are not entitled to receive dividends. The holders of Series B Callable Preferred Stock shall be entitled
to interest payments on monies paid or loaned to the corporation for their Series B Preferred Shares and a first position in a
security interest on any assets of the corporation upon default of a loan to the corporation, liquidation or dissolution of the
corporation. Further, the corporation may call these shares at any time provided the holders of the Series B Preferred Stock are
paid the amount of monies they paid for their Series B Preferred stock along with any interest due. Upon the payment of principal
and interest to the Series B Preferred shareholders, the shares must be returned to the corporation.



7





ATVROCKN

(A Development Stage Company)

Notes to the Unaudited Condensed Interim Financial
Statements

August 31, 2012





On May 24, 2011, the Company issued 25,000
shares of its series B preferred stock to a shareholder upon execution of a Promissory Note for cash of $25,000 and an a collateral
security interest in the Company's molding tool. The loan will accrue interest of $1,250 per quarter until the note is paid-in-full,
with the first payment due on August 31, 2011. The Company could buy back the 25,000 preferred shares and security interest in
the tooling mold for $25,000 plus the balance of interest owed on the pay-off date. If the loan is paid off after May 23, 2013,
the Company would owe $30,000, plus the unpaid pro-rata interest of $1,250 per quarter owed.



Series A Preferred Stock



The Company is authorized to issue 5,000,000 shares of $0.001 par
value series A preferred stock, of which 1,250,000 shares are issued and outstanding. Series A Preferred Stock have no liquidation
rights. Series A Preferred Stock shall not be entitled to receive any dividends nor are they entitled to any voting rights with
respect to the Series A Preferred Stock. At any time and from time-to-time after the issuance of the Series A Preferred Stock,
any holder may convert any or all of the shares of Series A Preferred Stock held by such holder at the ratio of one hundred (100)
shares of Common Stock for every one (1) share of Series A Preferred Stock. However, the beneficial owner of such Series A Preferred
Stock cannot not convert their Series A Preferred stock where they will beneficially own in excess of 4.9% of the shares of the
Common Stock.



On May 31, 2011, the Company issued 1,250,000 shares of its series
A preferred stock to shareholders in exchange for cash of $12,500. Each share of the Series A Convertible Preferred Stock can be
exchanged for one hundred (100) shares of Common Stock of the corporation. This Series A preferred stock was issued with a beneficial
conversion feature totaling $112,500. This non-cash expense related to the beneficial conversion features of those securities and
is recorded with a corresponding credit to paid-in-capital. If the issued and outstanding preferred stock were to be converted
into common stock, and each beneficial owner held less than 4.9% of the stock, the common stock would be increased by 125,000,000
shares.



Series C Preferred Stock



The Company is authorized to issue 5,000,000 shares of $0.001 par
value series A preferred stock, of which no shares are issued and outstanding. The designation of these shares have yet to be determined
by the Board of Directors.





8





ATVROCKN

(A Development Stage Company)

Notes to the Unaudited Condensed Interim Financial
Statements

August 31, 2012





Common Stock

The Company is authorized to issue 185,000,000 shares of its $0.001
par value common stock, of which 66,000,000 shares are issued and outstanding.



On December 27, 2010, the Company issued 20,000,000 shares of its
Common Stock to a founder for cash of $20,000.



On June 15, 2012, the Company issued 46,000,000
shares of its unregistered common stock to its sole officer/director in exchange for corporate advances he made to the Company
since its inception on December 27, 2010 and for unpaid legal expenses he made on behalf of the Company. Since this is a considered
an interested party transaction, under the Business Judgment Rule, the director abstained from voting, and asked each of the Company’s
two other shareholders to approve this proposal. The shareholders approved this corporate action. Therefore, the issuance of shares
in exchange for debt was approved by the Company’s Board of Directors and all disinterested shareholders. The shares were
issued at a value of $0.001 per share, for a total debt conversion of $46,000.



Contributed Capital

On December 27, 2010, a director of the Company contributed capital
of $400 for incorporating fees.



As of August 31, 2012, there have been no stock options or warrants
granted.





NOTE 5 - RELATED PARTY TRANSACTIONS



The Company does not lease or rent any property.
Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly,
have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons
may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.



On December 27, 2010, a director of the Company
contributed capital of $400 for incorporating fees.



On December 27, 2010, the Company issued 20,000,000
shares of its Common Stock to a founder for cash of $20,000.



During the three months ended August 31, 2012,
a director of the Company loaned $140 to the Company for working capital. This loan is unsecured, payable on demand and bears no
interest. As of August 31, 2012, $0 of this loan has been paid.





9





ATVROCKN

(A Development Stage Company)

Notes to the Unaudited Condensed Interim Financial
Statements

August 31, 2012





On June 15, 2012, the Company issued 46,000,000
shares of its unregistered common stock to its sole officer/director in exchange for corporate advances he made to the Company
since its inception on December 27, 2010 and for unpaid legal expenses he made on behalf of the Company. Since this is a considered
an interested party transaction, under the Business Judgment Rule, the director abstained from voting, and asked each of the Company’s
two other shareholders to approve this proposal. The shareholders approved this corporate action. Therefore, the issuance of shares
in exchange for debt was approved by the Company’s Board of Directors and all disinterested shareholders. The shares were
issued at a value of $0.001 per share, for a total debt conversion of $46,000.





NOTE 6 - SECURED NOTE PAYABLE



On May 24, 2011, the Company issued 25,000
shares of its series B preferred stock to a shareholder upon execution of a Promissory Note for cash of $25,000 and security interest
in the Company's molding tool. These shares are callable and the loan will accrue interest of $1,250 per quarter until the note
is paid-in-full, with the first payment due on August 31, 2011. The Company could buy back the 25,000 preferred shares and security
interest in the tooling mold for $25,000 plus the balance of interest remaining. This note was discounted $25 for the issuance
of the series B preferred stock and interest of $25 was accrued through May 31, 2012. At August 31, 2012, this left a net balance
of $25,000 for the secured note payable.





NOTE 7 - FIXED ASSET DEPRECIATION



On May 25, 2011, the Company purchased a cast
aluminum two-piece mold for $12,524, and on June 20, 2011 the Company purchased radio equipment for its display model for $385.
Further, the Company paid for engraving of its logo into the mold for $855 on August 22, 2011, and a printing plate charge was
incurred of $428.00. This equipment was placed into service on September 1, 2011. This equipment has a service life of 20 years.
Depreciation has been calculated using the straight-line group depreciation method, whereby the cost of the fixed asset, minus
the residual salvage value, is divided by the useful life of the fixed asset. Depreciation of $710 accumulated from the date the
equipment was placed into service on September 1, 2011 to August 31, 2012.





NOTE 8 - SUBSEQUENT EVENTS



The Company has evaluated subsequent events through October 22,
2012, the date the financial statements were available to be issued, with no subsequent events to report.





10









Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of Operations



Forward-Looking Information



The Company from time to time may make written
or oral "forward-looking statements" including statements contained in this report and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.



These forward-looking statements include statements
of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important
factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic
and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions
and the ongoing financial crisis affecting the domestic banking system and financial markets, including the impact on the Company's
suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change
on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business
which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available
to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events, or otherwise, except as required by law.



Critical Accounting Policies



There have been no material changes to our
critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", included in our Annual report on Form 10-K for the fiscal year ended May
31, 2012.



History and Organization



We were incorporated on December 27, 2010 as
ATVRockN, as a Nevada corporation. We consider ourselves to be an emerging growth company under applicable federal securities laws
and will be subject to reduced public company reporting requirements. We market a "housingmolding" product to place audio equipment and lighting on 4-wheel drive vehicles
such asAll Terrain Vehicles (“ATV”) and Utility Terrain Vehicles (“UTV”). We do not manufacturer
any units, we utilize the services of a contract manufacturer to make the unit for us. We have no material agreement with our contract
manufacturer other than we pay them to produce product for us based on our needs.





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Business of Issuer



We market
a "housingmolding" product to place audio equipment and lighting on 4-wheel
drive vehicles such asAll Terrain Vehicles (“ATV”) and Utility Terrain Vehicles (“UTV”). Activities
to date have included the development of a business plan we designed our first audio/lighting housing system, with the help of
a contract manufacturer we produced one hundred housing systems for sale, identified product wholesaler distributors as potential
customers, and sold product.



We are currently marketing our sound and lighting
housing system through wholesale distributors, who supply audio/lighting equipment to retail audio system outlets. Our sole officer
is in the process of contacting the major wholesaler distributors to enlist their support to promote our product to their retail
customers. We have attended one trade show to promote our product to retail audio dealers. Management plans to market is product
through attending trade shows. Based on the number of trade shows to be attended and the size of the Company’s booth, management
does not expect to spend more than $4,000 in trade show fees during the next twelve months. Management believes its needs to expand
it one product line and offer an ATV roof mounted housing unit. Management has already completed the design process and specifications
for this unit. This next step is to make a mold where the product can be mass produced. The cost of making this mold is approximately
$15,000. The Company would need to spend another $10,000 to build inventory and market the product. At this time, we do not have
any financing in place nor any financing arrangement available to us to proceed with this
product extension. In order to add this product extension to our one product line,we would need to seek outside funding,
which may or may not be available to us.



Overview



We are a start-up company focused on selling
plastic polymer housing units to place audio equipment and lighting on 4-wheeler ATV’s and UTV’s. We consider ourselves
an after-market supplier for the ATV and UTV market. When ATV’s and UTV’s are originally built, they do not include
any audio, radio and lighting systems. If the owner of these vehicles desires to add audio or lighting to these vehicles, they
need to do so after they purchase these vehicles.



The Company is currently marketing a black
generic plastic housing audio/lighting housing unit to the ATV’s aftermarket. This housingunit is designed for an
audio dealer to install a CD player, radio speakers and/or headlights on the ATV. It can house two speakers which are 5 1/4 inches
to eight inches in diameter. This unit can house any CD player/radio on the market. Management believes, this plastic housing product
makes it easier for installers to mount audio and lighting on these vehicles in the aftermarket.









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ATV Market Size



The ATV industry evolved from the three-wheel
model that was developed in the early 1970s to the four-wheel models that are sold today. The most popular ATV use is general recreation,
followed by farming/ranching, hunting/fishing, hauling/towing, transportation, and commercial use. From 1970 to 1986, the number
of ATVs sold in the United States continued to grow until reaching an initial peak of 535,000 units in 1986. From 1987 to 1991,
the number of ATVs sold declined to a low of approximately 147,000 units. From 1991 to 2004, sales of ATVs grew to 814,000 units;
however, ATV sales have declined each year since, primarily driven by overall weak economic conditions and the shift to side-by-side
vehicles. Industry-wide sales were 257,000 units in the United States and 56,000 units in Canada in calendar 2010. In addition
to the U.S. and Canada, ATVs are also sold in numerous international markets including Europe, Russia, Australia, and Latin America.
Major competitors in the industry include Yamaha, BRP, Polaris, Honda Motor Co., Ltd., Kawasaki Motors Corp. and Suzuki Motor Corporation.
In addition to these companies, multiple other companies, including numerous Chinese and Taiwanese manufacturers also sell ATVs.



Stock-and-Ship Fulfillment



Our stock-and-ship fulfillment of products
are sourced primarily from a contract manufacturer located in California and are stored in a distribution center in California.
Bamberger Polymers is the supplier.Our product is received into a bonded warehouse center where
they are entered into an inventory management systems, allowing us to closely monitor inventory availability. Our contract distribution
center drop-ships, and bill our product for us.



Marketing Strategy



Management is currently marketing its sound
and lighting housing system through 12-volt distributors. A 12-volt distributor is a wholesale distributor that purchases audio/lighting
products from manufacturers at a discounted price and resells the products at a regular manufacturing price to 12-volt retail stores
that install audio/lighting equipment in automobiles and 4-wheel All Terrain vehicles. The term 12-volt comes from the standard
voltage of a car battery that powers the electrical system of a vehicle. In the U.S., there are approximately 12 large 12-volt
distributors that supply the majority of retail audio system outlets.



Management believes it can enlist the support
of the wholesale distributors to help the company market its product. Generally, wholesale distributors have their own sales force
that sell the wholesalers products to retail store. The Company is currently conducting an offering (S-1 Registration) of its common
stock. With some of the proceeds from this offering, the company plans to print sales brochures for the wholesale distributors
sales force to distribute these brochures to their retail customers. The sales material will
be used by the wholesaler sales representatives to present the product to retail establishments.Management believes this
will help brand awareness and build revenues. As stated, there are approximately twelve (12) large distributors that supply the
majority of retail audio system outlets. It is management’s goal to enlist the support of this program with 5 large distributors
in the next twelve months.



13





Management plans to market its product primarily
to 12-volt distributors. Once a market is established with the 12-volt distribution, our marketing efforts can proceed directly
to Polaris, Yamaha and Kawasaki dealerships. The dealers can add the part into the vehicle, whereby the price of the Unit will
be included in the final price of the vehicle. There are no assurances that this marketing
plan may beaccepted by Polaris, Yamaha and Kawasaki dealerships.



At this time, the Company does not plan to
sell its product through its website, because the management wants to establish its dealer base. Further, management wants to develop
its own client dealer base, without selling its product over the internet, where it would compete or possible damage its potential
customer dealer base.



Pricing of Product



Management plans to enter into fixed price
arrangements with audio wholesale distributors. The price per Unit to the distributor will be $200.00. Management
based the price of the unit on industry standards and reasonable estimates of price mark-ups from the wholesaler, to the retailer,
to the final customer. Management expects the distributor will sell the Unit to stereo car stores for $250.00, and the
stereo car stores will retail the Unit from $349-$399 plus the cost of adding a stereo system, radio and CD lighting. We recently
produced inventory of one hundred units, our cost to produce these units was $230 per unit. It cost us approximately $2,966 to
produce and ship our first 25 units in October, 2011. We expect our costs to decrease once the product is produced in volume lots.
In order to obtain initial distribution and interest for the product, we sold twenty-five units, in October, 2011 at a nominal
loss. Since we are still in our development stage, it is difficult to ascertain an exact price of cost per unit at this time.



Competition



Our industry is competitive, with products
distributed through multi-tiered and overlapping channels. We compete with both online and offline retailers who offer aftermarket
parts to either the do-it-yourself (“DIY”) or do-it-for-me (“DIFM”) customer segments. We believe that
all of our competitors are larger, have stronger brand recognition and have access to greater financial, technical and marketing
resources and have been operating longer than we have.



Patents, Trademarks and Licenses



We do not have any trademarks, patents, or
other intellectual property.



Based on the nature of our business, we do
not expect to file any trademarks or patents.





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Need for Government Approval



With the exception of a business license, we
are not required to apply for or have any government approval for our services.



In the future we may be subject to additional
laws, regulations, policies, approvals and the like of federal, state, local, municipal, and other bodies.



Properties



The Company's corporate headquarters are located
at: 1813 Winners Cup Dr., Las Vegas, NV 89117. The Company does not own any real property.





















































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RESULTS OF OPERATIONS



For
the quarter ending August 31, 2012, the Company recognized no revenues. Since inception on December 27, 2012 through August 31,
2012, the Company recognized revenues of $11,165 with cost of goods of $8,854, which equates to a gross profit of $2,311. This
resulted in a profit margin of 20.6% realized on revenues. Management expects the cost of goods to drop, if and when we start manufacturing
larger volumes of our molding unit.



For the quarter ending August 31, 2012, the
Company incurred total operating expenses of $39,233, which consists $178 in depreciation; and $39,055 in general and administrative
costs. This compares to the same quarter ending August 31, 2011 where the Company incurred total operating expenses of $20,830,
which consists of $4,750 in audit fees, $825 in estimated payroll; $9,755 in general and administrative costs and $5,500 in salaries.
The net loss from operations for the quarter ending August 31, 2012 was $(40,483) or $(0.00) per common share basic and diluted
for the period ending as compared to a net loss from operations of $(22,086) or $(0.00) per common share for the same period last
year, when the Company was somewhat inactive.



During the period from ending August 31, 2012,
the Company used net cash of $(618) in operations, used $(0) in investing activities; and generated $140 cash from financing activities.
This compares to the same period ending August 31, 2011, where the Company used net cash of $(23,172); used $(1,240) in investing
activities to purchase equipment and generated no cash from financing activities.



Going Concern



Our ability to continue as a going concern
is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable
operations.



Therefore, management plans to raise equity
capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve
the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These
conditions raise substantial doubt about the Company's ability to continue as a going concern.

















16









Summary of product research and development
that we will perform for the term of our plan of operation.



The company is in the process of designing
and engineering roof mounted sound and lighting systems for the Polaris models, specifically the Ranger and Razor. Management has
no agreements with Polaris to build this unit. Management has already completed the design process and specifications for this
unit. This next step is to make a mold where the product can be mass produced. The cost of making this mold is approximately $15,000.
The Company would need to spend another $10,000 to build inventory and market the product. Management is currently evaluating whether
the company can generate sufficient revenues to pay for this mold or whether or not additional outside funding will be required.
Management hopes to have this mold completed by November, 2012. There are no assurances once this roof mounted sound and lighting
system is produced, there will be a market for the product.



Expected purchase or sale of plant and significant
equipment



We do not anticipate the purchase or sale of
any plant or significant equipment; as such items are not required by us at this time.



Significant changes in the number of employees



ATVRockN
currently has one employee, its CEO. We are dependent upon our sole officer and director for our future business development. As
our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number
is not quantifiable at this time.



Liquidity and Capital Resources



As of August 31, 2012, ATVRockN had $54 in
cash and cash equivalents for total current assets of $54. The Company had total assets of $13,537. At the same date, ATVRockN
had total current liabilities of $29,574.



Management is in the process of raising $5,000
by selling 500,000 common shares that are being offered for sale to investors a fixed price of
$0.01 per share. This offering was registered on Form S-1 and is being conducted on a best efforts basis.



Separate from this registered offering, management
intends to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is
no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.



Notwithstanding, ATVRockN anticipates generating
losses and therefore may be unable to continue operations in the future. ATVRockN anticipates it will require additional capital
in order to develop its business. ATVRockN may use a combination of equity and/or debt instruments to funds its growth strategy
or enter into a strategic arrangement with a third party.



17

Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.



Critical Accounting Policies and Estimates



Revenue Recognition: The Company recognizes
revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the
fee is fixed or determinable, and (iv) collectability is reasonably assured. For the period from December 27, 2010 (inception)
to August 31, 2012, the Company recognized revenues of $11,165.



Recent Pronouncements



The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any
of these pronouncements will have a material impact on the Company's financial position and results of operations.



Item 3. Quantitative and Qualitative Disclosures about Market Risk.



Not applicable.



Item 4T. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Our disclosure controls and procedures, as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information
is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures.



Management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on such evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that, as of August 31, 2012, our disclosure controls and procedures
were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described
below under "Management's annual report on internal control over financial reporting," which are in the process of being
remediated as described below under "Management Plan to Remediate Material Weaknesses."



18



Management's Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules
promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Internal control over financial reporting includes those policies and procedures that:



·pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets;



·provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board
of Directors; and



·provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements



Because of its inherent limitations, a system
of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control
system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk
that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,
these inherent limitations are known features of the financial reporting process, and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions
or the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness of
our internal control over financial reporting as of August 31, 2012. In making its assessment, management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material
weaknesses in our internal controls over financial reporting. As a result, our internal controls over financial reporting was not
effective as of August 31, 2012.



19









A "material weakness" is defined
under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues
and results, and other internal reviews and evaluations that were completed after the end of the quarter ending August 31, 2012,
related to the preparation of management's report on internal controls over financial reporting required for this quarterly report
on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting
of the following:



1)	lack
of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors
on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls
and procedures; and



2)	insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements.



We do not believe the material weaknesses described
above caused any meaningful or significant misreporting of our financial condition and results of operations for the period ended
August 31, 2012. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside
directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls
and procedures, which could result in a material misstatement in our financial statements in future periods.



Management Plan to Remediate Material Weaknesses



Management is pursuing the implementation of
corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:



We plan to appoint one or more outside directors
to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will
undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements





20









We believe the remediation measures described
above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We
are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our
financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.



Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



This report does not include an attestation
report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Corporation to provide only the management's report in this report.





Changes in internal controls over financial
reporting



There was no change in our internal controls
over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.

































21









PART II. OTHER INFORMATION



Item 1 - Legal Proceedings



From time to time, we may become involved in
various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.



We are not presently a party to any material
litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.



Item 1A - Risk Factors



See Risk Factors set forth in Part I, Item
1A of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2011 and the discussion in Item 1, above, under
"Liquidity and Capital Resources."



Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds



On June 15, 2012, the Company issued 46,000,000
shares of its unregistered common stock to its sole officer/director in exchange for corporate advances he made to the Company
since its inception on December 27, 2010 and for unpaid legal expenses he made on behalf of the Company. Since this is a considered
an interested party transaction, under the Business Judgment Rule, the director abstained from voting, and asked each of the Company’s
two other shareholders to approve this proposal. The shareholders approved this corporate action. Therefore, the issuance of shares
in exchange for debt was approved by the Company’s Board of Directors and all disinterested shareholders.



Item 3 - Defaults Upon Senior Securities



None.



Item 4 - Submission of Matters to a Vote of Security Holders



None.



Item 5 - Other Information



None.





22











Item 6 - Exhibits





|Exhibit Number |  | Ref |  | Description of Document                                                                                                                                                              
|-------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |     |  |                                                                                                                                                                                      
|               |  |     |  |                                                                                                                                                                                      
|31.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                              
|               |  |     |  |                                                                                                                                                                                      
|32.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

































23











SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Date: October 22, 2012

| | ATVRockN                                                                               
| | ---------------------------------------------------------------------------------------
| | Registrant                                                                             
| | By: /s/ J. Chad Guidry                                                                 
| | J. Chad Guidry Director and CEO (principal executive, financial and accounting officer)



































































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