UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549



FORM 10-QSB



(Mark one)



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2004



[  ] 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) 798-8100

(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)Yes [X] No [ ]  (2) Yes [X] No [ ]



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 2004.





|Common Stock, Par Value $0.001 | 118,346,350                                          
|------------------------------ | -----------------------------------------------------
|Title of Class                 | Number of Shares Outstanding as of September 30, 2004

---

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 |  | 8  | 
|Controls and
		Procedures                                |  | 17 | 
|Part II                                                  |  | 17 | 
|Legal Proceedings                                        |  | 17 | 
|Changes in Securities                                    |  | 17 | 
|Defaults Upon
		Securities                               |  | 18 | 
|Submission to a Vote                                     |  | 18 | 
|Other Information                                        |  | 18 | 
|Exhibits and Reports                                     |  | 18 | 
|Signatures                                               |  | 19 | 



Exhibits



|Index to Exhibits |  | 10 | 
|----------------- |  | -- | 
|Exhibits          |  | 11 | 



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



---

MOTIVNATION, INC. (F/K/A ABERDEEN
MINING COMPANY)

CONSOLIDATED BALANCE SHEET (Unaudited)

September 30, 2004



|ASSETS                                                                                           |            
|------------------------------------------------------------------------------------------------ | -----------
|Current Assets                                                                                   |            
|Cash                                                                                             | $ 311      
|Accounts Receivable, net of
		allowance for bad debt of $10,393                                  | 16,691     
|Inventory                                                                                        | 243,151    
|Total Current Assets                                                                             | 260,153    
|                                                                                                 |            
|Office Equipment, net of
		accumulated depreciation of $4,846                                    | 253,695    
|                                                                                                 |            
|TOTAL ASSETS                                                                                     | $ 513,848  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                             |            
|Current Liabilities                                                                              |            
|Accounts Payable and Accrued
		Expenses                                                          | $ 83,749   
|Customer Deposit                                                                                 | 60,882     
|Short-Term Notes Payable                                                                         | 39,915     
|Total Current Liabilities                                                                        | 184,546    
|                                                                                                 |            
|Long-Term Liabilities                                                                            | 1,009      
|                                                                                                 |            
|Total Liabilities                                                                                | 185,555    
|                                                                                                 |            
|Stockholders' Equity                                                                             |            
|Preferred stock;
		$0.001 par value; 10,000,000 shares authorized; none issued and
		outstanding
|Common stock, $0.001 par value;
		300,000,000 shares authorized;                                 |            
|118,346,350 shares issued and
		outstanding                                                      | 118,347    
|Paid in Capital                                                                                  | 6,834,500  
|Deferred Consulting Expenses                                                                     | (6,468,000)
|Accumulated Deficit                                                                              | (156,554)  
|Total Stockholders' Equity                                                                       | 328,293    
|                                                                                                 |            
|TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY                                                     | $ 513,848  



See notes to interim
unaudited consolidated financial statements

1

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MOTIVNATION, INC. (F/K/A ABERDEEN
MINING COMPANY)

CONSOLIDATED STATEMENTS OF
OPERATIONS (Unaudited)



|For nine months ended
		September 30,           | 2004        | 2003      | 2004       | 2,003     
|----------------------------------------------- | ----------- | --------- | ---------- | ----------
|Sales:                                          |             |           |            |           
|Sales - products                                | 30,868      | 44,396    | 125,620    | 90,503    
|Sales - services                                | 69,893      | 100,476   | 311,717    | 264,442   
|Total Sales                                     | 100,761     | 144,872   | 437,337    | 354,945   
|                                                |             |           |            |           
|Cost of Sales                                   | 125,830     | 81,712    | 311,567    | 274,360   
|                                                |             |           |            |           
|Gross Profit                                    | (25,069)    | 63,160    | 125,770    | 80,585    
|                                                |             |           |            |           
|Operating expenses:                             |             |           |            |           
|Selling, general and
		administrative           | 66,226      | 45,619    | 189,491    | 119,024   
|                                                |             |           |            |           
|Operating income (loss)                         | (91,295)    | 17,541    | (63,721)   | (38,439)  
|                                                |             |           |            |           
|Other income (expenses):                        |             |           |            |           
|Interest and other income                       | 3,616       | -         | 6,467      | -         
|Interest expense                                | (1,470)     | (1,695)   | (3,487)    | (4,282)   
|Total other income (expenses)                   | 2,146       | (1,695)   | 2,980      | (4,282)   
|                                                |             |           |            |           
|Net income (loss) before income
		taxes         | (89,149)    | 15,846    | (60,741)   | (42,721)  
|                                                |             |           |            |           
|Provision for taxes                             | -           | -         | 800        | 800       
|                                                |             |           |            |           
|Net income (loss)                               | $ (89,149)  | $ 15,846  | $ (61,541) | $ (43,521)
|                                                |             |           |            |           
|Net income (loss) per
		share-basic and diluted | $ (0.00)    | $ 0.00    | $ (0.00)   | $ (0.00)  
|                                                |             |           |            |           
|Weighted Average Number of
		Shares             | 118,346,350 | 9,866,500 | 72,310,861 | 9,866,500 



See notes to interim
unaudited consolidated financial statements

2

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MOTIVNATION, INC. (F/K/A ABERDEEN
MINING COMPANY)

CONSOLIDATED STATEMENTS OF CASH
FLOWS (Unaudited)



|For the nine months ended
		September 30,                          | 2004       | 2003      
|------------------------------------------------------------------ | ---------- | ----------
|CASH FLOW FROM OPERATING
		ACTIVITIES                              |            |           
|Net Income (loss)                                                  | $ (61,541) | $ (43,521)
|Adjustments to reconcile net
		income (loss) to net cash (used in) |            |           
|operating activities:                                              |            |           
|Depreciation and Amortization                                      | 770        | 1,079     
|(Increase) Decrease in:                                            |            |           
|Accounts Receivable                                                | (191)      | 12,493    
|Inventory                                                          | 14,891     | -         
|Increase (Decrease) in:                                            |            |           
|Accounts Payable and Accrued
		Expenses                            | 30,463     | (1,844)   
|Customer Deposit                                                   | (13,620)   | 26,569    
|Net cash flows (used in)
		operating activities                    | (29,228)   | (5,224)   
|                                                                   |            |           
|CASH FLOW FROM INVESTING
		ACTIVITIES                              |            |           
|Cash decrease due to reverse
		acquisition by MotivNation          | (9,874)    | -         
|Net cash flows (used in)
		investing activities                    | (9,874)    | -         
|                                                                   |            |           
|CASH FLOW FROM FINANCING
		ACTIVITIES                              |            |           
|Net proceeds from revolving
		line of credit                       | 6,449      | -         
|Net proceeds from (payments to)
		Notes Payable                    | 32,149     | (1,750)   
|Shareholders' Distribution                                         | (10,800)   | (6,178)   
|Net cash flows provided by
		(used in) financing activities        | 27,798     | (7,928)   
|                                                                   |            |           
|NET DECREASE IN CASH                                               | (11,304)   | (13,152)  
|                                                                   |            |           
|CASH AT BEGINNING OF PERIOD                                        | 11,615     | 13,152    
|                                                                   |            |           
|CASH AT END OF PERIOD                                              | $ 311      | $ -       

See notes to interim
unaudited consolidated financial statements

3

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NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Business: MotivNation, Inc. (F/k/a Aberdeen
Mining Company, "the Company") 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
4,500,000 of the 88,879,850 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 acquisition, the Company changed its name to
MotivNation, Inc. and shifted its emphasis in the business of customizing
motorcycles and automobiles for individuals and performing custom parts and
accessories for independent dealers and manufacturers. The Company provides a
full range of services that cater to the custom motorcycle and automotive
enthusiast, including the sale, manufacture and installation of custom-built
motorcycle and auto parts and accessories, and the restoration, repair and
servicing of motorcycles and custom automobiles. The Company also specializes in
custom paint work for automotive parts, accessories and related apparel.



Presentation of Interim Information: The financial
information at September 30, 2004 and for the three and nine months ended
September 30, 2004 and 2003 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, 2003 and with the historical financial statements of
DAMON included in the 8-K report.



The results for the three and six months ended September 30,
2004 may not be indicative of results for the year ending December 31, 2004 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.



NOTE 2 - BUSINESS ACQUISITION



Pursuant to terms of an Asset Purchase Agreement dated May
11, 2004, the Company acquired substantially all of the assets and liabilities
of DAMON in consideration for the issuance of 88,879,850 shares to the
shareholders of DAMON.



4

---



The acquisition is a reverse takeover transaction whereby
DAMON is identified as the acquirer (accounting parent) of MotivNation, Inc. The
purchase price of DAMON is assumed to be equal to its book value and no goodwill
is recorded on the transaction. The amount ascribed to the shares issued to the
shareholders of DAMON represents the net book value of MotivNation, Inc. at date
of closing May 11, 2004.



Details of the net liabilities assumed at book value at the
acquisition date are as follows:



|Current assets            | $ -      
|------------------------- | ---------
|Less: Current liabilities | 9,874    
|                          | $ (9,874)



Supplemental Information for Aberdeen Mining Company:



Summary Balance Sheets



|                         | May 11, 2004 | December 31, 2003
|------------------------ | ------------ | -----------------
|Assets                   | $ -          | $ 33,940         
|Liabilities              | (9,874)      | (649)            
|                         |              |                  
|Net Assets (Liabilities) | $ (9,874)    | $ 33,291         
|                         |              |                  





Stockholders' Equity



|Stockholders' Equity (Deficit):                         | May 11, 2004 | December 31, 2003
|------------------------------------------------------- | ------------ | -----------------
|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;9,866,500 shares
		issued and outstanding    | 9,867        | 9,867            
|Additional paid-in capital                              | 911,881      | 911,881          
|Accumulated deficit                                     | (931,622)    | (888,457)        
|                                                        |              |                  
|Total stockholders' equity
		(deficit)                  | $ (9,874)    | $ 33,291         
|                                                        |              |                  



Summary Statements of Operations



|                                      | For the Period ended | For the Year Ended
|------------------------------------- | -------------------- | ------------------
|                                      | May 11, 2004         | December 31, 2003 
|Revenue                               | $ 45                 | $ 362             
|General and administrative
		expenses | 43,210               | 16,191            
|                                      |                      |                   
|Net Loss for the Period               | $ (43,165)           | $ (15,829)        
|                                      |                      |                   



5

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NOTE 3 - BALANCE SHEET DETAILS



The following tables provide details of selected balance sheet items at
September 30, 2004:



|Inventory                               |          
|--------------------------------------- | ---------
|Paint materials                         | $ 164,222
|Mechanical materials                    | 14,673   
|Body shop materials                     | 55,995   
|Work-in-process                         | 8,261    
|Total                                   | $ 243,151
|Accounts payable and accrued
		expenses |          
|Accounts payable                        | $ 10,856 
|Accrued payroll and related
		taxes     | 12,123   
|Credit cards payable                    | 20,357   
|Others                                  | 40,413   
|Total                                   | $ 83,749 



NOTE 4 - REVOLVING LINE OF CREDIT



On July 26, 2004, the Company entered into a revolving line
of credit agreement with a shareholder. Under this agreement the Company can
borrow working capital advances up to a total of $50,000, payable on or before
July 26, 2005, with interest payable monthly commencing on December 15, 2004 at
10% per annum. Borrowings under this agreement are unsecured. As of September
30, 2004, the amount outstanding under the line of credit was $6,449.



NOTE 5 - CONVERTIBLE PROMISSORY NOTE



As of September 30, 2004, the Company had a convertible
promissory note of $32,388, accruing interest at 10% per annum, due on or before
July 2, 2005. The note is convertible into the Company's common stock at 70% of
the average of the three lowest closing bid prices within the first seven
trading days after the effective day of the note.



NOTE 6 - NET LOSS PER SHARE



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



|                                            | For three months ended | For nine months ended
|------------------------------------------- | ---------------------- | ---------------------
|                                            | September 30,          | September 30,        
|                                            | 2004                   | 2003                 
|Numerator:                                  |                        |                      
|Net income (Loss)                           | $ (89,149)             | $ 15,486             
|Denominator:                                |                        |                      
|Weighted Average Number of
		Shares         | 118,346,350            | 9,866,500            
|                                            |                        |                      
|Income (loss) per share-Basic
		and Diluted | $ (0.00)               | $ 0.00               



6

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NOTE 7 - BUSINESS CONSULTING



On April 20, 2004, the Company and NeoTactix (NTX) entered
into a Business Consulting Agreement pursuant to which Neotactix agreed to
provide certain business consulting services to the Company as specified in the
Agreement, In exchange for such services, the Company agreed to issue 19,600,000
shares of the Company's common stock. The Company and NTX agree that the
compensation shares issued the Company to affiliates of NTX shall be cancelled
and returned to the Company if, prior to October 31, 2005, the Company has not
achieved certain benchmarks pursuant to the Agreement.



As of September 30, 2004, none of the benchmarks has
occurred. The services, valued at $6.47million, were deferred until the
performances commit.



NOTE 8 - SEGMENT INFORMATION



Statements of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related Information" requires
that a publicly traded company must disclose information about its operating
segments when it presents a complete set of financial statements. Since the
Company has only one segment; accordingly, detailed information of the
reportable segment is not presented.



NOTE 9 - MAJOR CUSTOMERS



For three months ended September 30, 2004 and 2003, a major
customer comprised of $13,810 and $4,720 or 13.7% and 3%, respectively, of the
Company's sales.



For nine months ended September 30, 2004 and 2003, the major
customer comprised of $108,810 and $95,720 or 24.9% and 27%, respectively, of
the Company's sales.



NOTE 10 - GUARANTEES



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; and (ii) certain agreements
with the Company's officers, directors and employees, under which the Company
may be required to indemnify such persons for liabilities arising our 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 obligation 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
September 30, 2004.



NOTE 11 - PENDING BUSINESS ACQUISITION



On October 11, 2004, the Company and its wholly owned
subsidiary, TrixMotive, Inc. ("TrixMotive"), announced an Asset Purchase
Agreement to acquire certain assets and liabilities from privately held
Moonlight Industries, Inc. ("Moonlight"). The purchase price for this
acquisition was 14,000,000 shares of the Company's common stock, approximately
valued at $280,000. This acquisition will be closed in the fourth quarter of
fiscal 2004. The Company's president and secretary agreed to return, in the
aggregate, 14,000,000 shares of the Company's common stock held by them to the
Company prior to the closing of this acquisition. The president of Moonlight
will serve as Secretary of TrixMotive.



7

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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.



Overview



We were incorporated on April 26, 1946, under the laws of the State of Idaho.
We were 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. We have since ceased our mining business.



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



On March 8, 2004, pursuant to the terms of that certain Asset Purchase
Agreement, dated February 26, 2004, by and among the Company, C&M
Transportation, Inc., a Kansas corporation , or C&M, and its sole shareholder,
Velocity Holdings, Inc., we acquired substantially all of the assets and
liabilities of C&M in exchange for (i) the issuance and delivery to C&M of
Eighty-Eight Million Eight Hundred Seventy-Nine Thousand Eight Hundred Fifty
(88,879,850) shares of the Company's common stock, $0.001 par value, and (ii)
the assumption by the Company of the assumed liabilities (as defined in the C&M
Agreement). Due to certain events that have occurred subsequent to the closing
of transaction referenced in the C&M Asset Purchase Agreement, including the
imposition of a tax lien by the Internal Revenue Service on certain of the
assets and the refusal by First State Bank to further finance the activities of
C&M, the parties to the C&M Agreement have agreed to unwind and rescind the C&M
transaction pursuant to the terms and conditions of that certain Rescission and
Mutual Release Agreement, dated May 6, 2004, by and among the Company, C&M and
its sole shareholder.



Shortly after the rescission of the C&M transaction, we acquired
substantially all of the assets and liabilities of Damon's Motorcycle Creations,
Inc., a California corporation, or Damon's. The transaction was completed
pursuant to the terms of an Asset Purchase Agreement, dated May 11, 2004, by and
among the Company, Damon's, and Damon's sole shareholders, Thomas Prewitt and
Richard Perez. Pursuant to the terms of the asset agreement, we issued
88,879,850 shares of our common stock to Damon's and assumed substantially all
of the liabilities of Damon's as consideration for the transfer to us of
substantially all of the assets of Damon's. The shares issued in connection with
the transaction will bear a restrictive legend, and represent a majority of our
issued and outstanding shares at the close of the transaction. As a result of
the transaction, Damon's obtained control of the Company through its ownership
of a controlling interest of our outstanding stock. Thomas Prewitt and Richard
Perez together obtained indirect control of the Company through Damon's
ownership of the shares issued in the transaction.



8

---



On June 25, 2004, we changed our corporate name to
"MotivNation, Inc.," a name that is more identifiable with our new line of
business, by filing an amendment to our Articles of Incorporation with the
Nevada Secretary of State.



Our Business



Following completion of the stock-for-asset transaction, we ceased our prior
business operations, but intend to continue, and to expand, the business of
Damon's using the assets we acquired from it. Damon's is in the business of
customizing motorcycles and automobiles for individuals and performing custom
parts and accessories for independent dealers and manufacturers. We provide a
full-range of services that cater to the custom motorcycle and automotive
enthusiast, including the sale, manufacture and installation of custom-built
motorcycle and auto parts and accessories, and the restoration, repair and
servicing of motorcycles and custom automobiles. We also specialize in custom
paint work for both motorcycles and automobiles and are engaged in the retail
sale of aftermarket motorcycle and automotive parts, accessories and related
apparel.



Our target clients are in two categories. The first client category is that
of the individual custom automotive enthusiast or collectors of the "one of a
kind" custom motorcycle and auto creations. The second and primary market is
local fabricators, custom shops, and Original Equipment Manufacturers. These
customers buy materials, supplies, and finished parts for their work in serving,
we believe, a growing market appetite for custom or modified automobile or
motorcycles creations of their own. To this primary market, we plan to
distribute several lines of materials and equipment as well as training through
independent dealers and our own distribution infrastructure.



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.



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 certain
components and parts, assembly and finishing of components, painting and
assembly of motorcycles and automobiles and conducting quality control,
including 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. The company performs these operations
in various locations as required by the process and plans to add or reduce
manufacturing and operating floor space as require by the demands of the flow of
business.



We obtain our supplies from national manufacturers and after market
manufacturers of motorcycle and automotive parts, paints and supplies. These
supplies are readily available and there is no dependency on any single
supplier. We have no need for long term supply contacts since material and parts
cost are not the most significant factor to the cost of our completed work for
our clients.



9

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Results of Operations



Quarter Ended September 30, 2004 Compared with Quarter Ended September 30,
2003



Revenues



We had total revenues of $100,761 and $144,872 for the three month period ended
September 30, 2004, and 2003 respectively. The decrease in revenue of $44,111
was primarily due to the increased work related to our custom paint production
for Kawasaki.  The company will continue to focus on expanding its custom
paint production with Kawasaki and additional large manufacturers. We have one
major unrelated customer, Kawasaki, which represented approximately 14% of our
total revenues for the three months ended September 30, 2004.  Our
dependence on this key customer means that the loss of this key customers or any
reduction in its work orders would materially reduce our revenues.  We
expect that sales of our services to this key customer will continue to
contribute materially to our revenues in the foreseeable future.



Cost of Sales



We incurred total costs of $125,830 and $81,712 for the three month period ended
September 30, 2004, and 2003, respectively.  The increase in our cost of
sales of $44,118 is primarily attributable to the increase in custom paint
production and the direct cost of labor involved in this production. Our custom
paint production parts are provided by the manufacturer; however we have fixed
costs of paint materials and labor. As a result, an increase in costs is
reflected in our increase in production revenue.



Operating Expenses



Selling, general and administrative expenses for the three month period ended
September 30, 2004 and 2003 were $66,226 and $45,619, respectively.  The
increase in expenses of $20,607 was primarily attributable to higher accrued
legal and professional expenses of approximately $34,500 resulting from the
expenses incurred from the asset purchase of Damon's Motorcycle Creations, Inc,
and the cost related to maintaining a public company.  Increases in outside
services, and conference and seminar expenses of approximately $4,200 and
$2,000, respectively, also contributed to the increase in our selling, general
and administrative expenses.  These increases were offset by decreases in
debt expense and vehicle expenses of approximately $7,800 and $3,900
respectively for the same prior period.

Net Loss

Our net loss for the three months ended September 30, 2004 was $89,149 as
compared to a net income of $15,846 for the comparative period in 2003. 
Our net loss is primarily attributed to the company's increase in operating
expenses due to the expansion of our business, and the direct costs related to
maintaining a public entity.

Nine Months Ended September 30, 2004 Compared with Nine Months Ended
September 30, 2003



Revenues



We had total revenues of $437,337 and $354,945 for the nine month period ended
September 30, 2004, and 2003 respectively. The increase in revenue of $82,392
was primarily due to our increase in custom paint production for Kawasaki.In addition, we have one major unrelated customer, Kawasaki, which
represented approximately 25% of our total revenues for the nine months ended
September 30, 2004.  Our dependence on this key customer means that the
loss of this key customers or any reduction in its work orders would materially
reduce our revenues.  We expect that sales of our services to this key
customer will continue to contribute materially to our revenues in the
foreseeable future.



Cost of Sales



We incurred total costs of $311,567 and $274,360 for the nine month period ended
September 30, 2004, and 2003 respectively.  The increase in our cost of
sales of $37,207 was primarily attributable to the increase in custom paint
production. Our custom paint production parts are provided by the manufacturer;
however we have fixed costs of paint materials and labor. As a result, an
increase in costs is reflected in our increase in production revenue.



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Operating Expenses



Selling, general and administrative expenses for the nine month period ended
September 30, 2004 and 2003 were $189,491 and $119,024, respectively.  The
increase in expenses of $70,467 was primarily attributable to a cumulative
increase of approximately $20,800 in rent expense and rent storage due to
greater amounts of parts and expansion. . In addition we incurred approximately
$51,000 in accrued lawyer and audit expenses resulting primarily from the asset
purchase of Damon's Motorcycle Inc, and other fees related to maintaining a
public entity.   Increases in accounting and tax services and telephone expenses
of approximately $10,600 and $3,900, respectively, also contributed to our
increases in operating expenses.  These increases were slightly offset by
decreases in vehicle and bad debt expenses of approximately $7,700 and $5,500
respectively for the same prior year period.



Net Loss



Our net loss for the nine months ended September 30, 2004 was $61,541, as
compared to a net loss of $43,521 for the comparative period in 2003.  Our
increase in net loss is primarily attributed to the company's increase in
operating expenses due to the expansion of our business, and the costs related
to maintaining a public entity.



Liquidity and Capital
Resources



Historically, we have financed our operations through
cash generated from the sale of equity securities and debt financing, as well as
increased in timing of payments for accounts payable. At September 30, 2004, we
had a working capital of $75,607, resulting primarily from the company's large
stock of paint materials in inventory.



Net cash provided by operating activities was a negative $29,228 for the
third quarter of 2004 which resulted primarily from the decrease in inventory of
$14,891 and a decrease in customer deposits of $13,620. An offset to this was
the increase in Accounts payable and Accrued Expenses of $30,463.



Net cash provided in investing activities was a negative 9,874 primarily due
to the cash decrease resulting from the reverse acquisition by MotivNation.



Net cash from financing activities was $27,798 for the third quarter of 2004
and resulted primarily from cash provided by a revolving line of credit and
notes payable of $38,600 collectively. This was slightly offset by a shareholder
distribution of $10,800.



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.



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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.



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







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.



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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.



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, 2003 and the notes to
our unaudited financial statements for the three months ended March 31, 2004,
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. 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.



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 Thomas Prewitt and Richard Perez, our President and
Secretary, respectively, and the co-founders of Damon's. 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. Prewitt 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.



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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.



Currently, our principal stockholders, Thomas Prewitt and Richard Perez, 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 Motorcycles.



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. There can be no assurance, however, that the
current popularity of Harley-Davidson motorcycles 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.



15

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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.



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 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:



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- 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"). 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



None.



ITEM 2. CHANGES IN SECURITIES



On May 11, 2004, we acquired substantially all of the assets and liabilities
of Damon's Motorcycle Creations, Inc., a California corporation ("Damon's"), a
company specializing in customizing motorcycles. The transaction was completed
pursuant to the terms of an Asset Purchase Agreement, dated May 11, 2004 (the
"Asset Agreement"), by and among the Company, Damon's, and Damon's sole
shareholders, Thomas Prewitt and Richard Perez (together, the "Shareholders").



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Pursuant to the terms of the Asset Agreement, we issued 88,879,850 shares of
our common stock (the "Common Shares") to Damon's as consideration for the
transfer to us of substantially all of the assets and liabilities of Damon's.
The 88,879,850 shares issued to Damon's bear a restrictive legend, and represent
a controlling interest in our issued and outstanding capital stock at the close
of the transaction. As a result of the transaction, Damon's obtained control of
the Company through its ownership of these shares. The Shareholders obtained
indirect control of the Company through Damon's ownership of the Common Shares.
No funds, loans or pledges of any kind were involved in the transaction. This
was a stock-for-asset transaction. The transaction did not involve any
underwriters. The shares were exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



In connection with our acquisition of substantially all of the assets and
liabilities of Damon's Motorcycle Creations, Inc., on May 18, 2004, the holders
of a majority of the outstanding shares of our common stock entitled to vote
thereon executed a written consent in accordance with Nevada law approving and
adopting the amendment to our certificate of incorporation to change our
corporate name to "MotivNation, Inc."



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 April 6, 2004, we filed a Form 8-K with the Securities and Exchange
Commission, or the Commission, announcing a change in our certifying accountant
(Items 4 and 7).



On May 13, 2004, we filed an amended Form 8-K with the Commission announcing
the rescission of our acquisition of substantially all of the assets and
liabilities of C&M Transportation, Inc. and our subsequent acquisition of
substantially all of the assets and liabilities of Damon's Motorcycle Creations,
Inc. (Items 1, 2 and 7).



On May 26, 2004, we filed an amended Form 8-K with the Commission relating to
our rescission of our acquisition of substantially all of the assets and
liabilities of C&M Transportation, Inc. and our subsequent acquisition of
substantially all of the assets and liabilities of Damon's Motorcycle Creations,
Inc. (Items 1, 2 and 7).



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On July 26, 2004, we filed an amended Form 8-K with the Commission in which
we provided the required financial statements and disclosures relating to our
acquisition of substantially all of the assets and liabilities of Damon's
Motorcycle Creations, Inc. (Items 1, 2 and 7).



On October 12, 2004, we filed a Form 8-K with the Securities and Exchange
Commission, or the Commission announcing the resignation of both Arthur Lefevre
and Vincent Michael Keyes from the Board of Directors of MotivNation. In
addition the Board of Directors of MotivNation, Inc. elected Richard F. Holt to
the MotivNation Board of Directors. (Item 5.02)



On October 13, 2004 we filed a Form 8-K with the Securities and Exchange
Commission, or the Commission announcing that MotivNation, Inc. and its wholly
owned subsidiary, TrixMotive, Inc acquired certain assets and liabilities of
Moonlight Industries, Inc. (Items 1.01, 3.02, 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: November 15, 2004 | MotivNation, Inc.        
|------------------------ | -------------------------
|                        
|                         | By: /s/ Thomas Prewitt   
|                         | Thomas Prewitt, President



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