UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



FORM 10-QSB



(Mark one)



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2006



o           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 000-50048



MOTIVNATION, INC.

(Exact name of small business issuer as specified in its charter)



|Nevada                                                         |  | 82-6008492                
|-------------------------------------------------------------- |  | --------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer I.D. No.)



18101 Von Karman Avenue, Suite 330

Irvine, California  92612

(Address of Principal Executive Offices)

(888) 258-6458

(Registrants telephone number)

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.



|(1)YesxNo o  (2) YesxNo o
|-------------------------



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

YesxNo o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2006.

|Common Stock, Par Value $0.001 |  | 3,545,464                                        
|------------------------------ |  | -------------------------------------------------
|Title of Class                 |  | Number of Shares Outstanding as of March 31, 2006



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TABLE OF CONTENTS



|Part I                                                 | 1 
|------------------------------------------------------ | --
|Financial Statement Item                               | 1 
|Financial Statements                                   | 1 
|Balance Sheet                                          | 1 
|Income Statement                                       | 2 
|Cashflow Statement                                     | 3 
|Financial Footnotes                                    | 4 
|Management Discussion & Analysis or Plan of Operations | 13
|Controls and Procedures                                | 22
|Part II                                                | 22
|Legal Proceedings                                      | 21
|Changes in Securities                                  | 22
|Defaults Upon Securities                               | 24
|Submission to a Vote                                   | 24
|Other Information                                      | 24
|Exhibits and Reports                                   | 24
|Signatures                                             | 25





Exhibits





|Index to Exhibits | 26
|----------------- | --
|Exhibits          | 27



Except as otherwise noted in this report, MotivNation, the Company, we, us and our collectively refer to MotivNation, Inc.



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MOTIVNATION, INC.



CONSOLIATED BALANCE SHEET (Unaudited)

|March 31, 2006
|--------------









|ASSETS                                                            |                      
|----------------------------------------------------------------- | ---------------------
|Current Assets                                                    |                      
|Cash                                                              | $          1,191,104 
|Accounts receivable                                               | 111,795              
|Prepaid expenses and other current assets                         | 70,803               
|Inventory                                                         | 227,645              
|Total Current Assets                                              | 1,601,347            
|                                                                  |                      
|Property and equipment, net                                       | 184,729              
|                                                                  |                      
|Goodwill                                                          | 333,242              
|Debt issuance cost, net                                           | 69,028               
|Other assets                                                      | 18,874               
|                                                                  |                      
|TOTAL ASSETS                                                      | $          2,207,220 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                             |                      
|Current Liabilities                                               |                      
|Accounts payable                                                  | $             202,847
|Accrued liabilities                                               | 286,443              
|Unearned revenue                                                  | 31,560               
|Short-term notes payable to related parties                       | 236,107              
|Current portion of long-term notes payable                        | 4,487                
|Current portion of capital lease obligations                      | 31,213               
|Total Current Liabilities                                         | 792,657              
|                                                                  |                      
|Long-term debt                                                    |                      
|Long-term notes payable, excluding current portion                | 6,521                
|Capital lease obligations, excluding current portion              | 2,774                
|Convertible notes payable                                         | 1,975,690            
|Total Long-Term Debt                                              | 1,984,985            
|Total Liabilities                                                 | 2,777,642            
|                                                                  |                      
|Stockholders' Deficit                                             |                      
|Preferred Stock, $0.001 par value; 100,000,000 shares authorized; |                      
|none issued and outstanding                                       | -                    
|Common Stock, $0.001 par value; 300,000,000 shares authorized;    |                      
|3,545,464 shares issued and outstanding                           | 3,546                
|Paid-in Capital                                                   | 1,414,268            
|Deferred compensation and expenses                                | (282,228)            
|Accumulated deficit                                               | (1,706,008)          
|Total Stockholders' Deficit                                       | (570,422)            
|                                                                  |                      
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       | $          2,207,220 





1

See notes to interim unaudited consolidated financial statements

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MOTIVNATION, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)





|For Three Months ended March 31,             | 2006              | 2005              
|-------------------------------------------- | ----------------- | ------------------
|Sales:                                       |                   |                   
|Sales - products                             | $             588 | $        134,553  
|Sales - services                             | 491,315           | 791,781           
|Total sales                                  | 491,903           | 926,334           
|                                             |                   |                   
|Cost of sales                                |                   |                   
|Cost of products                             | 4,182             | 116,637           
|Cost of services                             | 501,110           | 616,874           
|Total costs of sales                         | 505,292           | 733,511           
|                                             |                   |                   
|Gross profit (deficit)                       | (13,389)          | 192,823           
|                                             |                   |                   
|Selling, general and administrative Expenses | 275,296           | 296,911           
|                                             |                   |                   
|Operating loss                               | (288,685)         | (104,088)         
|                                             |                   |                   
|Other income(expenses)                       |                   |                   
|Interest and other income                    | 133               | 2                 
|Loss on disposal of assets                   | (2,459)           | -                 
|Interest and other expense                   | (69,974)          | (40,708)          
|Total other income(expenses)                 | (72,300)          | (40,706)          
|                                             |                   |                   
|Net loss income before state franchise tax   | (360,985)         | (144,794)         
|                                             |                   |                   
|State franchise tax                          | 2,400             | 1,600             
|                                             |                   |                   
|Net loss                                     | $    (363,385)    | $      (146,394)  
|                                             |                   |                   
|Net loss per share-Basic and Diluted         | $          (0.13) | $           (0.08)
|                                             |                   |                   
|Weighted Average Number of Shares            | 2,844,131         | 1,923,464         





2

See notes to interim unaudited consolidated financial statements

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MOTIVNATION, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



|For Three Months ended March 31,                          | 2006                | 2005         
|--------------------------------------------------------- | ------------------- | -------------
|CASH FLOW FROM OPERATING ACTIVITIES                       |                     |              
|Net loss                                                  | $    (363,385)      | $  (146,394) 
|Adjustments to reoncile net loss to net cash used in      |                     |              
|operating activities:                                     |                     |              
|Depreciation                                              | 10,523              | 11,802       
|Loss on disposal of assets                                | 2,459               | -            
|Noncash expenses                                          | 11,253              | 45,240       
|Amortization of debt issuance cost                        | 5,944               | -            
|(Increase) Decrease in:                                   |                     |              
|Accounts receivable                                       | (19,390)            | 197,136      
|Inventory                                                 | (61,791)            | (326,292)    
|Prepaids and others                                       | (41,069)            | (53,339)     
|Increase (Decrease) in:                                   |                     |              
|Accounts payable and accrued liabilities                  | 26,324              | 31,537       
|Unearned revenue                                          | (117,807)           | 196,515      
|Net cash flows used in operating activities               | (546,939)           | (43,795)     
|                                                          |                     |              
|CASH FLOW FROM INVESTING ACTIVITIES                       |                     |              
|Proceeds received from sale of property and equipment     | 200                 | -            
|Purchase of property and equipment                        | -                   | (6,200)      
|Net cash flows provided by (used in) investing activities | 200                 | (6,200)      
|                                                          |                     |              
|CASH FLOW FROM FINANCING ACTIVITIES                       |                     |              
|Repayment on long-term debt                               | (8,439)             | (12,826)     
|Net proceeds from (repayments to) related parties         | (28,804)            | 177,698      
|Net proceeds from convertible notes payable               | 1,678,500           | -            
|Net cash flows provided by financing activities           | 1,641,257           | 164,872      
|                                                          |                     |              
|NET INCREASE IN CASH                                      | 1,094,518           | 114,877      
|                                                          |                     |              
|CASH AT BEGINNING OF PERIOD                               | 96,586              | 6,020        
|                                                          |                     |              
|CASH AT END OF PERIOD                                     | $  1,191,104        | $   120,897  
|                                                          |                     |              
|Supplemental Disclosure of Cash Flow Information:         |                     |              
|Interest Paid                                             | $         1,287     | $       5,074
|Noncash Investing and Financing  Activities:              |                     |              
|Equipment purchased under capital lease obligations       | $                 - | $       4,700
|Issuance of common shares for:                            |                     |              
|Reduction of accrued liabilities                          | $     150,000       | $     50,000 
|Convertible notes payable                                 | 24,310              | -            
|Retirement of related party debt                          | -                   | 125,000      
|Deferred compensation                                     | -                   | 112,500      
|                                                          | $     174,310       | $   287,500  





3

See notes to interim unaudited consolidated financial statements

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------



NOTE 1  NATURE OF BUSINESS



Nature of Business:MotivNation, Inc. (the Company) provides a full range of services through its business divisions that cater to the automotive, motorcycle, and armor protecting market. These services include the sale, manufacture, converting, customization, restoration, painting, repair and installation of accessories and parts. The business divisions of MotivNation are comprised of Damons, TrixMotive, and MotivSource. Damons is in the business of customizing motorcycles and automobiles. TrixMotive is in the business of converting automobile chassis into stretched limousines and other specialized automotives. MotivSource is an automotive supplier delivering advanced systems and components to the motor vehicle industry.



MotivNation was incorporated on April 26, 1946, under the laws of the State of Idaho. The Company was organized to explore for, acquire and develop mineral properties in the State of Idaho. The initial and subsequent efforts in the acquisition, exploration and development of potentially viable and commercial mineral properties were unsuccessful. The Company has since ceased its mining business.



In 2003, the Company merged into its wholly-owned Nevada subsidiary, and changed its corporate domicile from the State of Idaho to the State of Nevada. The Company also changed its name from Aberdeen Idaho Mining Company to Aberdeen Mining Company.



On May 11, 2004, the Company completed a reverse acquisition transaction with Damons Motorcycle Creations, Inc. (DAMON), from which the Company acquired substantially all the assets and assumed substantially all the liabilities of DAMON, in consideration for the issuance of a majority of the Companys shares of common stock. The reverse acquisition was completed pursuant to the Asset Purchase Agreement, dated as of May 11, 2004. Concurrent with the closing of the reverse acquisition, DAMON agreed to transfer 45,000 of the 888,799 shares it acquired from the Company to a creditor in exchange for the cancellation of the trade debt and as payment for ongoing consultant services by such creditor. For accounting purposes, DAMON is the acquirer in the reverse acquisition transaction, and consequently the assets and liabilities and the historical operations reflected in the
financial statements are those of DAMON and are recorded at the historical cost basis of DAMON. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of DAMON. Since the reverse acquisition transaction is in substance a recapitalization of the Company and is not a business combination, pro forma information is not presented. Such pro forma statements of operations would be substantially identical to the historical statements of operations of the Company, which are presented in the accompanying consolidated statements of operations.



Following the reverse acquisition, the Company changed its name to MotivNation, Inc.



On October 11, 2004, the Company and its wholly owned subsidiary, TrixMotive Inc. (TrixMotive), a Nevada corporation, entered into an Asset Purchase Agreement with Moonlight Industries, Inc., a California corporation (MOONLIGHT), to acquire certain assets and liabilities of MOONLIGHT in exchange for 140,000 shares of the Companys common stock. The president of MOONLIGHT became the Secretary of TrixMotive. The Companys president and secretary agreed to return, in the aggregate, 140,000 shares of the Companys common stock held by them to the Company prior to the closing of this



4

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





acquisition. The company will continue under the MOONLIGHT brand but will operate under the TrixMotive corporate entity.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Presentation of Interim Information:The financial information at March 31, 2006 and for the three months ended March 31, 2006 and 2005 are unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the instructions to Form 10-QSB. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information refer to the Financial Statements and footnotes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2005.



The results for the three months ended March 31, 2006 may not be indicative of results for the year ending December 31, 2006 or any future periods.



Principle of Consolidation and Presentation:The accompanying consolidated financial statements include the accounts of MotivNation, Inc. and its subsidiaries after elimination of all intercompany accounts and transactions.  Certain prior period balances have been reclassified to conform to the current period presentation. The accompanying financial statements have been retroactively adjusted to reflect the one-for-one hundred reverse stock split on September 9, 2005.



Use of Estimates:The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results may differ from these estimates.



Net Income (Loss) Per Share:Basic net income per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted average number of common shares and the dilutive potential common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares and excludes dilutive potential common shares outstanding, as their effective is anti-dilutive. Dilutive potential common shares consist primarily of stock warrants and shares issuable under convertible debt.



Stock-Based Compensation:The Company accounts for stock issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123 and the Emerging Issue Task Force (EITF) Issue No. 00-18,Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.SFAS No. 123 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under the guidance in Issue 00-18, the measurement date occurs as of the



5

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).



New Accounting Pronouncements:The Financial Accounting Standards Board (FASB) has issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140 and SFAS No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140 but they will not have a relationship to the operations of the Company. Therefore a description and its impact for each on the Companys operations and financial position have not been disclosed.



NOTE 3  GOING CONCERN



The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses and may not have enough money to grow its business in the future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital.



Management of the Company is actively increasing marketing efforts to increase revenues. The ability of the Company to continue as a going concern is dependent its ability to meet its financing arrangement and the success of its future operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



NOTE 4  BALANCE SHEET DETAILS



The following tables provide details of selected balance sheet items at March 31, 2006:



|Accounts Receivable, net     |  |             
|---------------------------- |  | ------------
|Billed -                     |  |             
|Completed jobs               |  | $     81,469
|Unbilled -                   |  |             
|Completed jobs               |  | 27,901      
|Jobs in progress             |  | 2,425       
|Subtotal                     |  | 111,795     
|Less allowance for bad debts |  | -           
|Accounts receivable, net     |  | $   111,795 
|Inventory                    |  |             
|Painted materials            |  | $     85,534
|Mechanical materials         |  | 21,994      
|Body shop materials          |  | 10,565      
|Vehicles                     |  | 109,552     
|Total inventory              |  | $   227,645 





6

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------



|Property and Equipment, net       |  |             
|--------------------------------- |  | ------------
|Automobiles                       |  | $     19,026
|Furniture and fixtures            |  | 1,839       
|Machinery and equipment           |  | 224,389     
|Office equipment                  |  | 700         
|                                  |  | 245,954     
|Less: accumulated depreciation    |  | (61,225)    
|Property and Equipment, net       |  | $   184,729 
|Accrued Liabilities               |  |             
|Accrued payroll and related taxes |  | $     74,988
|Credit cards payable              |  | 26,796      
|Accrued insurance                 |  | 22,448      
|Accrued interest                  |  | 118,290     
|Others                            |  | 43,921      
|Total accrued liabilities         |  | $   286,443 
|                                  |  |             



NOTE 5  GOODWILL



As of March 31, 2006, the Company had goodwill of $333,242 as a result of the acquisition of Moonlight Industries, Inc. in October 2004.



During the three months ended March 31, 2006, the Company recorded no impairment charges under SFAS No. 142 Goodwill and Other Intangible Assets (SFAS 142).



NOTE 6  CONVERTIBLE NOTES PAYABLE



On January 30, 2006, the Company completed the sale of $2 million aggregate principal amount of 8% callable secured convertible notes due in 2009, and issued stock warrants purchasing up to 2.5 million shares of the Companys common stock.  Proceeds from the notes amounted to $1,903,500 after issuance costs, of which $225,000 was received in 2005 and the balance of $1,678,500 was received in 2006. During the first quarter of 2006, the Company has converted $24,310 principal amount of the callable secured convertible notes into 600,000 shares of the Companys common stock at the request of the note holders.



The Company filed a registration statement with the SEC on December 15, 2005 and amended the registration statement on December 30, 2005, with respect to the sale of the notes and common stock issuable upon the conversion of the notes. The costs incurred in connection with the convertible notes are being amortized to interest expense over 3 years.







7

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





NOTE 7  STOCKHOLDERS EQUITY



Shares for Debt Agreement

On February 2, 2006 the Board of Directors approved the issuance of 217,000 unregistered shares of common stock to the Chief Financial Officer and Secretary of the Company, and the Company entered into Shares for Debt Agreement with the CFO on the same date. The consideration received by the Company consisted of $50,000 in services rendered by the CFO during the period from January 1, 2005 through December 31, 2005, and a full release from any other claims for compensation relating to such period. The services had been accrued in prior year.

The Board has also approved the issuance of 435,000 unregistered shares of common stock to the Chief Executive Officer and Chairman of the Board of the Company, and the Company entered into Shares for Debt Agreement with the CEO on the same date. The consideration received by the Registrant consisted of $100,000 in services rendered by the CEO during the period from January 1, 2005 through December 31, 2005, and a full release from any other claims for compensation relating to such period.  The services had been accrued in prior year.

Restricted Stock Agreements



The Company recognized $11,253 and $20,843 in compensation during the three months ended March 31, 2006 and 2005, respectively, based on the vesting conditions provided by the Restricted Stock Agreement dated February 15, 2005.



As of March 31, 2006, the remaining unvested shares under the Agreement amounted to 109,714 shares or $27,428.



NOTE 8  NET LOSS PER SHARE



The following table sets forth the computation of basic and diluted net loss per share for the periods:



|                                     |  | For the three months ended
March 31,
|------------------------------------ |  | ------------------------------------
|                                     |  | 2006                                
|Numerator:                           |  |                                     
|Net Loss                             |  | $      (363,385)                    
|Denominator:                         |  |                                     
|Weighted Average Number of Shares    |  | 2,844,131                           
|                                     |  |                                     
|Net loss per share-Basic and Diluted |  | $           (0.13)                  



As the Company incurred net losses for the three months ended March 31, 2006 and 2005, it has excluded from the calculation of diluted net loss per share approximately 41,788,714 and 3,085 shares,



8

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





respectively, related to its convertible debt in accordance with EITF Issue No. 04-8,The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.

NOTE 9  ELECTION OF DIRECTORS AND CHAIRMAN OF THE BOARD



On January 6, 2006, the board of Directors of the Company elected George Lefevre, the Chief Executive Officer to the MotivNation Board of Directors as well as the Chairman of the Board.



NOTE 10  BUSINESS AND CREDIT CONCENTRATIONS



Two customers accounted for approximately $117,015 and $363,318 or 24.2% and 46.4% of the Customized Automotive segment revenues for the three months ended March 31, 2006 and 2005, respectively. Three major customers accounted for approximately $6,638 or 49.8% of the Customized Motorcycle segment revenues for the three months ended March 31, 2006. Two major customers accounted for approximately $45,227 or 31.5% of the Customized Motorcycle segment revenues for the three months ended March 31, 2005.



The Company maintains its cash deposit accounts at commercial banks. At times, account balances may exceed federally insured limits.  The Company has not experienced any losses on these accounts, and management believes the Company is not exposed to any significant risk on cash accounts.



NOTE 11  GUARANTEES AND PRODUCT WARRANTIES



The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Companys businesses or assets; (ii) certain real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Companys use of the applicable premises; and (iii) certain agreements with the Company's officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship.



The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of March 31, 2006.



In general, Damons offers a five-year warranty on workmanship to original purchaser and a manufacturers warranty from 90 days to one year for most of its products sold.  TrixMotive warrants to the first registered owner for a period of one year or twelve thousand miles from the date of original purchase, whichever comes first, that this conversion shall be free from defects in materials and workmanship, under normal use and service. The Companys liability under this warranty is limited solely to the repair or replacement of defective parts and/or workmanship.



The following table summarizes the activity related to the product warranty liability during 2006 and



9

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





2005:



|Three Months ended March 31, |  | 2006                |  | 2005              
|---------------------------- |  | ------------------- |  | ------------------
|Beginning Balance            |  | $            12,350 |  | $           14,173
|Provision of warranties      |  | 3,184               |  | 2,803             
|Payments                     |  | (3,184)             |  | (2,803)           
|Ending Balance               |  | $            12,350 |  | $           14,173
|                             |  |                     |  |                   

NOTE 12  COMMITMENTS AND CONTINGENCIES



Deferred Consulting Expense



The Company did not achieve certain benchmarks pursuant to the Business Consulting Agreement dated April 20, 2004 and has deferred consulting expense of $254,800 as of March 31, 2006.



Legal Proceedings



A former employee of Moonlight Industries filed a workers compensation claim against the Company. The former employee is alleging that he was injured during the course of his employment with Moonlight Industries. The damages claimed by the former employee do not appear to be covered by insurance. Management is responding to the case vigorously defending it as they believe the claim is frivolous and potentially fraudulent. In the opinion of the Companys legal counsel, the likelihood of an unfavourable outcome is low.



Damons historically leased four (4) units space in city of Brea, California under four separate non-cancelable operating lease agreements, which expires through November 30, 2007. Damons currently does not occupy the spaces. In July, the landlord filed claims against Damons for the past due rent and charges of all units, aggregate of $19,657, and the additional amounts due pursuant to the remaining terms of the lease agreements. The obligations under the remaining terms of the lease agreements are estimated at a total of $89,086. Subsequently, Damons and the landlord entered into a Surrender Agreement for one unit, providing that Damons agreed to forfeit a security deposit of $1,568 and to pay a sum of $3,822, representing the unpaid charges and rent through the date of agreement. In return, the landlord agreed to discharge and release Damons from all obligations under the
lease agreement of that unit.



No provision for any contingent liabilities has been made in the accompanying consolidated financial statements since management cannot predict the outcome of the claims or estimate the amount of any loss that may result. However, the Company has accrued the past due rent of $19,657 in the accompanying financial statements.



On December 7, 2005, a customer of TrixMotive filed a lawsuit in the Superior Court of Santa Clara County of California against TrixMotive claiming for breach of contract and warranty, intentional and negligence misrepresentation for a customized vehicle. The plaintiff seeks $98,827 in compensatory



10

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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------





damages and other unspecified damages plus interest, attorneys fees and costs. Management believe they have meritorious defenses against the lawsuit, and will continue to vigorously defending it.



The Company may be party to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, management do not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on the Companys consolidated financial position, results of operations, or cash flows.



While the outcome of these matters is not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Companys financial position, results of operations, or cash flows.



NOTE 13  RELATED PARTY TRANSACTIONS



The Company has a Revolving Line of Credit with a related party to finance the Companys vehicle inventory chassis up to $250,000. Interest is payable at 9% for every inventory chassis financed below $48,000 and at 7% for every inventory chassis financed above $48,000. Principal and interest is due, no longer than ten weeks, upon the delivery and/or final payment made to the Company for the finished goods. As of March 31, 2006, the amount drawn against the line and the related accrued interest was $46,348 and $69,681, respectively. The line of credit is secured by the inventory chassis vehicle title.



The Company also has short-term notes payable to the officers and a related party, aggregate of $189,758 plus related accrued interest of $16,023 as of March 31, 2006. The notes carry interest at 10% per annum and are unsecured.



NOTE 14  SEGMENT INFORMATION



The Company evaluates its reporting segments in accordance with SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information.The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by SFAS No. 131. The Chief Executive Officer allocates resources to each segment based on their business prospects, competitive factors, net sales and operating results.



The Company currently reported two principal operating segments: (i) custom motorcycle, and (ii) custom automotive. The custom motorcycle segment provides a full range of services that cater to motorcycle enthusiast, including the sale, manufacture and installation of custom-built parts and accessories, the restoration, repair and servicing and the custom painting work.  The custom automotive segment specializes in creating customized limousines to suit the tastes and needs of each individual customer.



The Company reviews the operating companies income to evaluate segment performance and allocate resources. Operating companies' income for the reportable segments excludes income taxes, minority interest and amortization of goodwill. Provision for income taxes is centrally managed at the corporate level and, accordingly, such items are not presented by segment. The segments' accounting policies are the same as those described in the summary of significant accounting policies.



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MOTIVNATION, INC.



|NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|------------------------------------------------------------









Intersegment transactions: Intersegment transactions are recorded at cost.



Summarized financial information of the Companys results by operating segment is as follows:



|Three Months ended March 31,            |  |  | 2006                | 2005               
|--------------------------------------- |  |  | ------------------- | -------------------
|Net Revenue to External Customers       |  |  |                     |                    
|Custom Motorcycle                       |  |  | $             8,159 | $         143,506  
|Custom Automotive                       |  |  | 483,744             | 782,828            
|Total Net Revenue to External Customers |  |  | $         491,903   | $         926,334  
|Operating Loss:                         |  |  |                     |                    
|Custom Motorcycle                       |  |  | $          (45,159) | $          (12,684)
|Custom Automotive                       |  |  | (142,357)           | (57,563)           
|Operating loss by reportable segments   |  |  | (187,516)           | (70,247)           
|All other operating loss                |  |  | (101,169)           | (33,841)           
|Consolidated operating loss             |  |  | $        (288,685)  | $        (104,088) 
|Net Loss before tax:                    |  |  |                     |                    
|Custom Motorcycle                       |  |  | $          (50,902) | $          (14,579)
|Custom Automotive                       |  |  | (169,539)           | (79,902)           
|Net loss by  reportable segments        |  |  | (220,441)           | (94,481)           
|All other net loss                      |  |  | (140,544)           | (50,313)           
|Consolidated net loss before Tax        |  |  | $        (360,985)  | $        (144,794) 
|                                        |  |  |                     |                    





|                    |  | At March 31,  
|------------------- |  | --------------
|Total Assets:       |  | 2006          
|Custom Motorcycle   |  | $      176,535
|Custom Automotive   |  | 286,841       
|                    |  | 463,376       
|All other segment   |  | 1,743,844     
|Consolidated assets |  | $   2,207,220 
|                    |  |               









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ITEM 2



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

Certain statements contained in the following description of the business of MotivNation which are not statements of historical fact are what are known as "forward-looking statements," which are basically statements about the future, and which for that reason involve risk and uncertainty, since no one can accurately predict the future. Words such as "plans," "intends," "seeks," "anticipates," "expects," "goal, "hopes" and "objective" often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements of the plans and objectives of the Companys management with respect to its present and future operations, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to
change such plans and objectives, or to fail to successfully implement such plans or achieve such objectives, or to cause such present and future operations to fail to produce revenues, income or profits.

Plan of Operation



General

MotivNation, Inc. provides a full range of services through our business divisions that cater to the automotive, motorcycle, and armor protecting market. These services include the sale, manufacture, converting, customization, restoration, painting, repair and installation of accessories and parts. The business divisions of MotivNation are comprised of Damons, TrixMotive, and MotivSouce. Damon's is in the business of customizing motorcycles and automobiles. TrixMotive is in the business of converting automobile chassis into stretched limousines and other specialized automotives. MotivSource is an automotive supplier delivering advanced systems and components to the motor vehicle industry.

Our target clients fall into two categories: the individual custom automotive enthusiast or collectors of the one of a kind custom motorcycle and auto creations, and those of local fabricators, custom shops, and Original Equipment Manufacturers.  Our primary market is the latter of two listed and these customers buy materials, supplies, and finished parts for their work in serving the growing market of custom or modified automobile and motorcycle creations.  In addition to distributing several lines of materials and equipment, we plan to provide training through independent dealers and our own distribution infrastructure to our primary market clientele.

The services we provide vary based on the client type.

Products and services provided to individual retail clients are sold directly to our retail clients and include restoration work, finish and paint for motorcycles and automobiles as well as signature paint and design applied to non automotive personal property.



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Products and services for independent dealers are sold directly to dealers and include custom and signature finish and design work on a dealers own restoration or manufactured work.  Dealer products and services also include consultative work in the preparation of signature paint blends, techniques and design advice related to the dealers own project.

Products and services for original equipment manufacturers include signature design and fabrication for manufactured parts and accessories which are part of a designer or signature series of products or design themes.  These products and services are sold directly to the original equipment manufacturer.

Our manufacturing operations consist of in-house production of components and parts, assembly and finishing of components, painting, conversion and assembly of motorcycles and automobiles, and quality control, which includes performance testing of finished products under running conditions.  The custom design, fabrication, finish and paint processes are moved into and out of each aspect of the manufacturing process.

We offer various products and services depending on which client we are catering to.  For our individual retail clients we offer products and services direct and include restoration work, finish and paint for motorcycles and automobiles as well as signature paint and design applied to non automotive personal property.  For our independent dealers we offer products and services direct to the dealers which include custom and signature finish and design work on a dealers own restoration or manufactured work.  We also offer consultative work in the preparation of signature paints blends, techniques, and design advice related to the dealers own project.  For our original equipment manufacturers we offer services and products that include signature design and fabrication for manufactured parts and accessories, which are a party of a designer or signature series of products or
design themes.  These products and services are also sold direct to the original equipment manufacturers.

Results of Operations

Quarter Ended March 31, 2006 Compared with Quarter Ended March 31, 2005

Revenues



We had total revenues of $491,903 and $926,334 for the three month period ended March 31, 2006, and 2005 respectively. TrixMotive and Damons contributed approximately $483,744 and $8,159 respectively in quarter ending 2005. The decrease in revenue of $434,431 was primarily due to restructuring of Damons and the discontinuance of Damons mechanical division. This had a direct impact on Damons overall sales for the first quarter of 2006. In addition there have been delays in receiving our OEM contracts for 2006. In addition we began a retooling of our TrixMotive subsidiary, to begin production of our in house models. This has caused a slow down in our custom production line.

CostofSales



We incurred total costs of $505,292 and $733,511 for the three month period ended March 31, 2006, and 2005, respectively. TrixMotive and Damons cost of sales were approximately $493,755 and $7,355 respectively. The decrease in our cost of sales of $228,219 was primarily due to decrease in



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overall sales. The Companys cost of sales percentage increased and resulted in a gross loss of $13,389 for the three month period ending March 31, 2006 compared to a gross profit of 192,823 in same period of 2005. The TrixMotive gross loss resulted primarily from increases of approximately 10% in overall cost of sales related to revenue compared to same period last year. The increased percentage breakdown for parts, materials and direct labor were 2%, 2%, and 6% respectively.

OperatingExpenses

Selling, general and administrative expenses for the three month period ended March 31, 2006 and 2005 were $275,296 and $296,911, respectively.  This resulted in an overall decrease in operating expenses of $21,615. The operating expenses incurred by the company that primarily attributed to the total operating expense were Staff Payroll and Rent expense of approximately $83,800 and $50,200 respectively. Payroll and Rent expense are approximately 30% and 18% of the companys total operating expense respectively. Staff payroll are employees that are not involved in the labor of our products and services. Insurance expense was approximately $39,000 and makes up approximately 14% of the companys total operating expense. Insurance expense primarily covers the companys workers compensation and general liability insurance. Taxes and Depreciation expense of approximately $13,000 and $10,500
respectively also contributed to the increase in operating expense. Taxes are composed of state and payroll taxes, and depreciation is related to our equipment.



NetLoss



Our net loss for the three months ended March 31, 2006 was $363,985 as compared to a net loss of $146,394 for the comparative period in 2005.  Our net loss is primarily attributed to the discontinuance of the mechanical division of Damons and the slow re-growth from the new location. In addition we began a retooling of our TrixMotive subsidiary, to begin production of our in house models. This has caused a slow down in our custom production line.

Liquidity and Capital Resources



Historically, we have financed our operations through cash generated from the sale of equity securities and debt financing.  At March 31, 2006, we had working capital of $808,690 resulting primarily from the companys two million dollar issuance of convertible notes.



Net cash provided by operating activities was a negative $546,939 for the first quarter of 2006, which resulted primarily from the decrease in unearned revenue of $117,807 and an increase in Inventory, prepaid/other assets, and A/R of $61,791, $41,069, and $19,390 respectively. An offset to this was an increase in Accounts Payable/Accrued Liabilities of $26,324. Other offsets were adjustments to depreciation, loss on disposal of assets, non-cash expenses, and amortization of debt issuance cost of $10,523, $2,459, $11,253, and $5,944 respectively.



Net cash provided in investing activities was $200 which was primarily due to the proceeds from the sale of property and equipment.





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Net cash from financing activities was $1,678,257 for the first quarter of 2006 and resulted primarily from proceeds from a convertible note of $1,678,500. This was offset by repayments to related parties and long-term debt of $28,804 and $8,429 respectively.



Our liquidity is dependent on our ability to continue to meet our obligations, to obtain additional financing as may be required and to obtain and maintain profitability.  Our management continues to look for ways to reduce operating expenses and secure an infusion of capital through either public or private investment in order to maintain our liquidity.  These steps include increasing operating revenues over last year through the growth of the business, reducing costs by, among other things, bringing certain projects in-house through possible acquisitions, and making timely payments of our obligations, building our stock and debt sources to provide additional working capital, and continuing to review our business plan to assure we are moving the business forward in a cost-effective manner and continuing to examine the segments of our business that offer the most profitable
opportunity for success and eliminating operations and practices which detract from our profitability. There can be no assurance that we will be successful in executing our plans to improve operations or obtain additional debt or equity financing.



Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. The following represents a summary of our critical accounting policies, defined as those policies that we believe are: (a) the most important to the portrayal of our financial condition and results of operations, and (b) that require managements most difficult, subjective or complex judgments, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain.

Use of estimates:  The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires our management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses.  Actual results may differ from these estimates.



Revenue Recognition:We recognize product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured. In instances where the customer specifies final acceptance of the product, revenue is deferred until all acceptance criteria have been met. Service revenue is generally deferred and, in most cases, recognized when the services are performed and completed. Cash payments received in advance of product or service revenue are recorded as deferred revenue. No provisions were established for estimated product returns and allowances based on the Company's historical experience.



Allowance for Doubtful Accounts:   We provide an allowance for doubtful accounts that is based upon our review of outstanding receivables, historical collection information, and existing economic conditions.



Cash Equivalents:For purposes of the statements of cash flows, we consider all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.



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Fair Value of Financial Instruments:The carrying amounts of the financial instruments have been estimated by our management to approximate fair value.



Inventories:Raw materials inventories are stated at the lower of cost or market, using the first-in, first-out method.



Property and Equipment: Property and Equipment are valued at cost.   Maintenance and repair costs are charged to expenses as incurred. Depreciation is computed on the straight-line method based on the following estimated useful lives of the assets: 3 to 7 years for office equipment, and 7 years for furniture and fixtures, and 10 years for machinery and tools.



Net Loss Per Common Share:   The Company accounts for income (loss) per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS No. 128 requires that presentation of basic and diluted earnings per share for entities with complex capital structures. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted net loss per common share does not differ from basic net loss per common share due to the lack of dilutive items in the Company.



Risks and Uncertainties

Our business, and the value of our common stock, is affected by certain risks and uncertainties, some of which include the following:

We Have Historically Lost Money And Losses May Continue In The Future, Which May Cause Us To Curtail Operations.



Since our inception, we have not been profitable and we may not be profitable in the future. We may continue to incur losses on a quarterly or annual basis for a number of reasons, some within and others outside our control. (See Our Limited Operating History Makes It Difficult To Forecast Our Future Resultsand We Are Subject to Price Volatility Due to Our Operations Materially Fluctuating.)   No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted.



| | If We Are Unable To Secure Future Capital, We Will Be Unable To Continue Our Operations.
| | ----------------------------------------------------------------------------------------



The growth of our business will require the commitment of substantial capital resources.  We have not been profitable in our operations.  If funds are not available from operations, we will need additional funds. We may seek such additional funding through public and private financing, including debt or equity financing.  Adequate funds for these purposes, whether through financial markets or from other sources, may not be available when we need them. Even if funds are available, the terms under which the funds are available to us may not be acceptable to us.  Insufficient funds may require us to delay, reduce or eliminate some or all of our planned activities.





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Our Independent Auditors Have Noted In Their Opinion That We Have Suffered Recurring Losses, Which Raises Substantial Doubt About Our Ability To Continue As A Going Concern.



To successfully execute our current strategy, we will need to improve our working capital position.  The report of our independent auditors accompanying our financial statements for the year ended December 31, 2005 and the notes to our unaudited financial statements for the three months ended March 31, 2006, however, includes an explanatory paragraph indicating there is a substantial doubt about the Companys ability to continue as a going concern due to recurring losses.  We plan to overcome the circumstances that impact our ability to remain a going concern through a combination of increased revenues and decreased costs, with interim cash flow deficiencies being addressed through additional debt and/or equity financing.  There can be no assurances that these plans will be successful.



Our Limited Operating History Renders Makes It Difficult To Forecast Our Future Results.



We had been a non-operating company for many years prior to the acquisition of Damons and Moonlight Industries.   Therefore, we have a limited operating history and our business and prospects must be considered in light of the risks and uncertainties inherent in a development-stage venture, many of which are beyond our control, including:

| | our ability to distribute, sell and market our services and products;      | 
|- | -------------------------------------------------------------------------- | 
| | our ability to develop and offer new services and products;                | 
| | the performance of our motorcycle and automotive products and accessories;
|  |                                                                            | 

the significant and ongoing funds needed to achieve our production, marketing and sales objectives;

| | the appeal of our services and products to consumers;               | 
|- | ------------------------------------------------------------------- | 
| | our ability to generate adequate revenue to support our operations;

our ability to maintain positive cash flow resulting from extended periods of monetary responsibility in the form of labor for extensive custom works in progress;

| | the loss or injury of our principal design or technical staff; and
|- | ------------------------------------------------------------------

changes in environmental regulation and enforcement relating to our operations, including those governing VOC emissions.



We cannot provide assurances that our business strategy will be successful or that we will successfully address those risks and the risks described herein.



In addition, as a result of our limited operating history, our historical financial and operating information is of limited value in predicting our future operating results. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which could force us to curtail or cease our business operations.





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We Are Subject to Price Volatility Due to Our Operations Materially Fluctuating



As a result of the evolving nature of the markets in which we compete, as well as the current nature of the public markets and our current financial condition, we believe that our operating results may fluctuate materially, as a result of which quarter-to-quarter comparisons of our results of operations may not be meaningful. If in some future quarter, whether as a result of such a fluctuation or otherwise, our results of operations fall below the expectations of investors, the trading price of our common stock would likely be materially and adversely affected. You should not rely on our results of any interim period as an indication of our future performance. Additionally, our quarterly results of operations may fluctuate significantly in the future as a result of a variety of factors, many of which are outside our control. Factors that may cause our quarterly results to fluctuate include, among others:

| | our ability to retain existing customers;                             | 
|- | --------------------------------------------------------------------- | 
| | our ability to attract new customers at a steady rate;                | 
| | our ability to maintain customer satisfaction;                        | 
| | the extent to which our products and services gain market acceptance;
| | introductions of products and services by competitors;                | 
| | price competition in the markets in which we compete;                 | 
| | our ability to attract, train, and retain skilled management,         | 
|  |                                                                       | 

the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations, and infrastructure; and

general economic conditions and economic conditions specific to the aftermarket motorcycle and automotive parts, service and accessories industry.

We May Not Be Able To Compete Effectively In Markets Where Our Competitors Have More Resources



The motorcycle and automobile customization and accessories market is competitive and there are no substantial barriers to entry.  We expect that competition will intensify and that new competitors may enter the market in the future.  Increased competition may result in reduce profit margins on our products and services.  In addition, many of our competitors have longer operating histories, larger customer bases, longer relationships with clients, and significantly greater financial, technical, marketing, and public relations resources than us.  We may not successfully compete in any market in which we conduct currently or in the future. The fact that we compete with established competitors who have substantially greater financial resources and longer operating histories than us, enables them to engage in substantial advertising and promotion and attract a greater number of customers and business than we
currently attract. While this competition is already intense, if it increases, it could have an even greater adverse impact on our revenues and profitability.



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We Could Fail To Attract Or Retain Key Personnel, Which Could Be Detrimental To Our Operations



Our success is heavily dependent on the efforts, abilities and continued active participation of George Lefevre, Jay Isco, and Leslie McPhail, our CEO, CFO, and Chief Operating Officer respectively. In addition we are dependent on Richard Perez the co-founder of Damons Motorcycle Creation.  The loss of the services of these individuals, and other principal design or technical staff, would diminish our ability to deliver signature work that our clients desire and otherwise severely harm our business because of their irreplaceable skills and experience.  We do not maintain key person life insurance on Mr. Lefevre, Mr. Isco, Mrs. McPhail, or Mr. Perez.  We also have other key employees who manage our operations and if we were to lose their services, senior management would be required to expend time and energy to replace and train their replacements. To the extent that we are smaller than our
competitors and have fewer resources we may not be able to attract the sufficient number and quality of staff.  There can be no assurance that we will be able to recruit    or retain other qualified personnel, should it be necessary to do so.



We are subject to federal, state and local government regulations affecting motorcycle and automotive customization and restoration that may affect our operations.



Our business is subject to certain federal, state and local government regulations, including those of the Environmental Protection Agency (EPA) and comparable state agencies that regulate emissions of Volatile Organic Compounds (VOC) and other air contaminants, the Occupational Safety and Health Administration (OSHA), and regulations governing the disposal of oil, grease, tires, batteries and the prevention of pollution.  Any changes in the laws or regulations imposed on us by these agencies could significantly increase our costs of doing business and could have a very negative effect on our business.



In particular, our business operations and facilities are subject to a number of federal, state and local environmental laws and regulations. These laws, regulations or the nature of our operations may require us to make significant additional capital expenditures to ensure compliance in the future. Our failure to comply with environmental laws could result in the termination of our operations, impositions of fines, or liabilities in excess of our capital resources.



Product liability claims could severely damage our business and we may have insufficient insurance coverage.



Given the nature of our products and services, we expect that we will be subject to potential product liability claims that could, in the absence of sufficient insurance coverage, have a material adverse impact on our business.  There can be no assurance that our liability insurance coverage is adequate to cover all product liability claims.  If such coverage is found to be insufficient, our business operations could be adversely affected.



Our Principal Stockholders Control Our Business Affairs In Which Case You Will Have Little Or No Participation In Our Business Affairs.





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Currently, our principal stockholders, Thomas Prewitt, Richard Perez, Leslie McPhail and David McPhail own a controlling interest in our common stock.  As a result, they will have significant influence over all matters requiring approval by our stockholders without the approval of minority stockholders.  In addition, they will be able to elect all of the members of our Board of Directors, which will allow them to significantly control our affairs and management.  They will also be able to affect most corporate matters requiring stockholder approval by written consent, without then need for a duly noticed and duly-held meeting of stockholders.  As a result, they will have significant influence and control over all matters requiring approval by our stockholders.  Accordingly, you will be limited in your ability to affect change in how we conduct our business.



Our Success Is Dependent Upon The Popularity Of Harley-Davidson Motorcyclesand Customized Automotives.



Although our products and services are not limited to Harley-Davidson motorcycles, the success of our business is depended upon the popularity of Harley-Davidson motorcycles, and custom automotives. There can be no assurance, however, that the current popularity of Harley-Davidson motorcycles and custom automotives will continue. If such popularity declines, our business operations may be adversely affected.



We do not own any patents or registered trademarks or trade names. Protecting our proprietary technology and other intellectual property may be costly and ineffective, and if we are unable to protect our intellectual property, we may not be able to compete effectively in our market.

Our business success will depend materially on our ability to protect our trademarks and trade names, to preserve our trade secrets, and to avoid infringing the proprietary rights of third parties. In general, our proprietary rights will be protected only to the extent that protection is available and to the extent we have the financial and other resources to enforce any rights we hold.

We do not own any patents or registered trademarks or trade names.  We may apply for federal and other governmental trademark registrations in the future, but we cannot assure you that any of our trademark applications will result in a registered and protectable trademark.  Any registered or unregistered trademarks held or asserted by us may be canceled, infringed, circumvented or declared generic, or determined to be infringing on other marks owned by third parties. We intend to rely upon trade secrets, proprietary know-how and continuing technological innovation to become competitive in our market. We cannot assure you that others may not independently develop the same or similar technologies or otherwise obtain access to our technology and trade secrets.

Costly litigation might be necessary to protect our intellectual property or to determine the scope and validity of third-party proprietary rights. If an adverse outcome in litigation finds that we have infringed on proprietary rights of others, we may be required to pay substantial damages and may have to discontinue use of our products or re-design our products. Any claim of infringement may involve substantial expenditures and divert the time and effort of management.



We Have Never Paid Dividends on Our Common Stock and You May Never Receive Dividends.





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We have not paid any cash dividends on our common stock to date and we do not anticipate paying cash dividends in the foreseeable future.  We intend to retain earnings, if any, to finance the development and expansion of our business.  Future dividend policy will be at the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors.  There can be no assurance that cash dividends of any kind will ever be paid.



Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate Significantly, Which May Affect Our Shareholders Ability To Sell Shares Of Our Common Stock



There has been a limited public market for our common stock and there can be no assurance that a more active trading market for our common stock will develop. An absence of an active trading market could adversely affect our shareholders ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter the market from time to time in the belief that we will have poor results
in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time. These factors may negatively impact shareholders ability to sell shares of our common stock.



Because Our Stock Is Considered A Penny Stock, Any Investment In Our Stock Is Considered To Be A High-Risk Investment And Is Subject To Restrictions On Marketability.



Trading of our common stock is conducted over-the-counter through the NASD Electronic Bulletin Board and covered by Rule 15g-9 under the Securities Exchange Act of 1934.  Under  this  rule,  broker/dealers who recommend these securities  to persons other than established customers and accredited investors must  make  a  special  written  suitability determination for the purchaser and receive  the  purchasers  written  agreement  to  a  transaction prior to sale. Securities are exempt from this rule if the market price is at least $5.00 per share.



The Securities and Exchange Commission adopted regulations that generally define a penny stock as any equity security that has a market price of less than $5.00 per share. Additionally, if the equity security is not registered or authorized on a national securities exchange or the NASDAQ and the issuer has net tangible assets under $2,000,000, the equity security also would constitute a penny stock.  Our common stock does constitute a penny stock because our common stock has a market price less than $5.00 per share and our common stock is not quoted on NASDAQ.  As our common stock falls within the definition of penny stock, these regulations require the delivery, prior to any transaction involving our common stock, of a disclosure schedule explaining the penny stock market and the risks associated with it. Furthermore, the ability of broker/dealers to sell our common stock and the
ability of shareholders to sell our common stock in the secondary market may be limited.  As a result, the market liquidity for our common stock is adversely affected.  We  can  provide  no  assurance  that trading in our common stock will not be subject to these or other regulations in the future,  which  may  negatively  affect  the  market



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for our common stock. Furthermore,  this  lack  of  liquidity  also may make it more difficult for us  to  raise  capital  in  the  future.



Future Acquisitions May Disrupt Our Business And Deplete Our Financial Resources



Any future acquisitions we make could disrupt our business and seriously harm our financial condition.  While we have no current agreements to do so, we may consider investments in complementary companies and products.  In the event of any future acquisitions, we may:

| | issue stock that would dilute our current stockholders percentage ownership;   | 
|- | ------------------------------------------------------------------------------- | 
| | incur debt;                                                                     | 
| | assume liabilities;                                                             | 
| | incur amortization expenses related to goodwill and other intangible assets; or
| | incur large and immediate write-offs.                                           | 
|  |                                                                                 | 

The use of debt or leverage to finance our future acquisitions should allow us to make acquisitions with an amount of cash in excess of what may be currently available to us. If we use debt to leverage up our assets, we may not be able to meet our debt obligations if our internal projections are incorrect or if there is a market downturn. This may result in a default and the loss in foreclosure proceedings of the acquired business or the possible bankruptcy of our business.



Our operation of any acquired business will also involve numerous risks, including:

| | integration of the operations of the acquired business and its products;              | 
|- | ------------------------------------------------------------------------------------- | 
| | unanticipated costs;                                                                  | 
| | diversion of managements attention from our core business;                           | 
| | adverse effects on existing business relationships with suppliers and customers;      | 
| | risks associated with entering markets in which we have limited prior experience; and
| | potential loss of key employees, particularly those of the purchased organizations.   | 
|  |                                                                                       | 



ITEM 3. CONTROLS AND PROCEDURES



(a)Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer and Interim Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report (the "Evaluation Date").



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Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company (including our consolidated subsidiaries) required to be included in our reports filed or submitted under the Exchange Act.



(b)Changes in Internal Controls over Financial Reporting.  During the most recent fiscal quarter, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



PART II



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

Damons historically leased four (4) units space in city of Brea, California under four separate non-cancelable operating lease agreements, which expires through November 30, 2007. Damons currently does not occupy the spaces. In July, the landlord filed claims against Damons for the past due rent and charges of all units, aggregate of $19,657, and the additional amounts due pursuant to the remaining terms of the lease agreements. The obligations under the remaining terms of the lease agreements are estimated at a total of $89,086. Subsequently, Damons and the landlord entered into a Surrender Agreement for one unit, providing that Damons agreed to forfeit a security deposit of $1,568 and to pay a sum of $3,822, representing the unpaid charges and rent through the date of agreement. In return, the landlord agreed to discharge and release Damons from all obligations under the
lease agreement of that unit. Currently Damons is no longer occupying any of the four units in Brea.

No provision for any contingent liabilities has been made in the accompanying consolidated financial statements since management cannot predict the outcome of the claims or estimate the amount of any loss that may result. However, the Company has accrued the past due rent of $19,657 in the accompanying financial statements.

On December 7, 2005 a customer of TrixMotive filed a lawsuit against TrixMotive in the Superior Court of Santa Clara County of California. The claim is for a breach of contract and warranty, intentional and negligence misrepresentation for a customized vehicle. The plaintiff seeks $98,827 in compensatory damages and other unspecified damages plus interest, attorney fees, and costs. Management believes they have meritorious defenses against the lawsuit, and will vigorously defend it.

|ITEM 2. | CHANGES IN SECURITIES
|------- | ---------------------

On January 4, 2006 and January 30, 2006, MotivNation issued both $500,000 and $1,200,000 in Convertible Debentures respectively, at an 8% annual interest rate, pursuant to a Securities Purchase Agreement (the Agreement). Interest shall commence accruing on the Issue Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable quarterly provided that no interest shall be due and payable for any month in which the Trading Price (as such term is defined below) is greater than $1.00 for each Trading Day (as such term is defined below) of the month.



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The convertible debentures can be converted into shares of common stock under the following calculation: the Applicable Percentage (as defined herein) multiplied by the Market Price (as defined herein). Market Price means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile (the Conversion Date). Applicable Percentage shall mean 50.0%. Trading Price means, for any security as of any date, the intraday trading price on the Over-the-Counter Bulletin Board (the OTCBB) as reported by a reliable reporting service (Reporting Service) mutually acceptable to Borrower and Holder and hereafter designated by Holders of a majority in interest of the Notes and
the Borrower or, if the OTCBB is not the principal trading market for such security, the intraday trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no intraday trading price of such security is available in any of the foregoing manners, the average of the intraday trading prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. Trading Day shall mean any day on which the Common Stock is traded for any period on the OTCBB, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.

The above notes were issued to the following on January 4, 2006: AJW Partners, LLC a $59,500 secured convertible debenture, AJW Qualified Partners, LLC a $163,000 secured convertible debenture, New Millennium Capital Partners II, LLC a $7,500 secured convertible debenture, and AJW Offshore, LTD a $270,000 secured convertible debenture.

The above notes were issued to the following on January 30, 2006: AJW Partners, LLC a $142,800 secured convertible debenture, AJW Qualified Partners, LLC a $391,200 secured convertible debenture, New Millennium Capital Partners II, LLC a $18,000 secured convertible debenture, and AJW Offshore, LTD a $648,000 secured convertible debenture.

In connection with the convertible notes issued on January 4, 2006, the following common stock issuable upon the exercise of warrants at $1.50: 74,375 shares of common stock issuable to AJW Partners, LLC, 203,750 shares of common stock issuable to AJW Qualified Partners, LLC, 9,375 shares of common stock issuable to New Millennium Capital Partners II, LLC and 337,500 to AJW Offshore, LTD

In connection with the convertible notes issued on January 30, 2006, the following common stock issuable upon the exercise of warrants at $1.50: 178,500 shares of common stock issuable to AJW Partners, LLC, 489,000 shares of common stock issuable to AJW Qualified Partners, LLC, 22,500 shares of common stock issuable to New Millennium Capital Partners II, LLC and 810,000 to AJW Offshore, LTD

The holders of the 8% convertible debentures may not convert its securities into shares of MotivNations common stock if after the conversion such holder would beneficially own over 4.99% of the outstanding shares of MotivNations common stock. Since the number of shares of MotivNations common stock issuable upon conversion of the debentures will change based upon fluctuations of the market price of MotivNations common stock prior to a conversion, the actual number of shares of MotivNations



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common stock that will be issued under the debentures owned by the holders is based on a reasonable good faith estimate of the maximum amount needed.

On January 10, 2006, the Company entered into Shares for Debt Agreement with each George Lefevre, the CEO and director of Motivnation, and Jay Isco, the CFO, and Secretary of MotivNation, The company issued 435,000 and 217,000 restricted shares to George Lefevre and Jay Isco respectively, pursuant to the terms described in the Shares for Debt Agreements.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------
|        | None.                                              
|ITEM 5. | OTHER INFORMATION                                  
|        |                                                    



| | None.
| | -----



|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------



(a)Exhibits



Exhibit 31.1  Certification by our President required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 31.2  Certification by our Interim Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 32.1  Certification by our President required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.



Exhibit 32.2  Certification by our Interim Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.



(b)Reports on Form 8K.



On January 10, 2006, we filed a Form 8-K with the Commission announcing the election of George Lefevre, the CEO of Motivnation to the board of Directors and subsequently was elected Chairman of the Board. (Item 5.02)



On February 7, 2006, we filed a Form 8-K with the Securities and Exchange Commission, or the Commission announcing that the board of Directors entered into material definitive agreements with Officers and a Director issuing unregistered shares.  (Items 1.01, 3.02, and 9.01)





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|Dated:
			May 19, 2006 | MotivNation, Inc.
|---------------------- | -----------------





| | By:
			/s/ George LeFevre
| | -------------------------
| | George Lefevre CEO       
| |                          









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