UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment No 1 to

FORM 10-Q/A

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No [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. Yes o No [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 23, 2012, the registrant’s outstanding common stock consisted of 66,000,000 shares issued and outstanding, $0.001 par value. Authorized – 185,000,000 common shares.

 

Explanatory Note

 

This Amendment No. 1 on Form 10-Q/A amends the ATVROCKN (“the Company” or “Registrant”) Quarterly Report on Form 10-Q for the quarter ended August 31, 2012, filed with the U. S. Securities and Exchange Commission (“Commission”) on October 22, 2012 (the “Original Filing”). We are filing this Amendment for the sole purpose to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the condensed financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). When the Original Filing was made, we erroneously neglected to include this data in the EDGAR filing.

 

There have been no changes from the Original Filing other than as herein. This Amendment No. 1 does not modify or update in any way the other disclosures made in the Original Filing.

 

Table of Contents

ATVROCKN

Index to Form 10-Q/A

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

 

This Quarterly Report on Form 10-Q/A contains forward-looking statements. When used in this Quarterly Report on Form 10-Q/A, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q/A. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q/A. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q/A. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

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 "housing molding" product to place audio equipment and lighting on 4-wheel drive vehicles such as All 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.

11

 

 

 

Business of Issuer

 

We market a "housing molding" product to place audio equipment and lighting on 4-wheel drive vehicles such as All 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 housing unit 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.

 

 

12

 

 

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 recently conducted a $5,000 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 be accepted 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.

 

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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/A. 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."

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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.

 

 

 

 

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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/A, 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.

 

 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

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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.
101		*		The following materials from this Quarterly Report on Form 10-Q/A for the quarter ended August 31, 2012, formatted in XBRL (eXtensible Business Reporting Language).:
				(1) Interim Condensed Balance Sheets at August 31, 2012 (unaudited), and May 31, 2012 (audited).
				(2) Unaudited Interim Condensed Statements of Operations for the three-month period ended August 31, 2012, August 31, 2011, and the period from inception to August 31, 2012.
				(3) Unaudited Interim Condensed Statements of Cash Flows for the three-month period ended August 31, 2012, August 31, 2011, and the period from inception to August 31, 2012.
				(4)    Notes to the Unaudited Condensed Interim financial statements.

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 23, 2012

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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