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, 2007





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. 10288970





(1)
      Yes
x No o  (2) Yes
x No
o





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




Yes o No
x





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of November 15, 2007.




Common
                Stock, Par Value $0.001
            
            15,540,158Title
                of Class
            
            Number
                of Shares Outstanding as of November 15,
                2007








**TABLE
      OF CONTENTS**





Part
                I
            
            
            1Financial
                Statement Item
            
            
            1Financial
                Statements
            
            
            1Balance
                Sheet
            
            
            1Income
                Statement
            
            
            2Cashflow
                Statement
            
            
            3Financial
                Footnotes
            
            
            4Management
                Discussion & Analysis or Plan of Operations
            
            
            15Controls
                and Procedures
            
            
            27Part
                II
            
            
            28Legal
                Proceedings
            
            
            28Changes
                in Securities
            
            
            28Defaults
                Upon Securities
            
            
            29Submission
                to a Vote
            
            
            29Other
                Information
            
            
            29Exhibits
                and Reports
            
            
            29Signatures
            
            
            30




Exhibits





Index
                to Exhibits
            
            
            31Exhibits
            
            
            32




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




**MOTIVNATION,
          INC.**
 **CONSOLIATED
          BALANCE SHEET (Unaudited)**
 **SEPTEMBER
          30, 2007**


**ASSETS**Current AssetsCash
            
            $
            21,934Accounts receivable, net
            
            
            73,074Prepaid expenses and other current assets
            
            
            39,347Inventory
            
            
            98,252Total Current Assets
            
            
            232,607Property and equipment, net
            
            
            118,785Goodwill
            
            
            166,621Debt issuance cost, net
            
            
            30,180Other assets
            
            
            51,513**TOTAL ASSETS**
            
            **$**
            **599,706****LIABILITIES AND STOCKHOLDERS' DEFICIT**Current LiabilitiesAccounts payable
            
            $
            244,463Accrued liabilities
            
            
            728,543Unearned revenue
            
            
            45,201Short-term notes payable to related parties
            
            
            265,517Current portion of long-term notes payable
            
            
            4,817Current portion of capital lease obligations
            
            
            615Total Current Liabilities
            
            
            1,289,156Long-Term DebtLong-term notes payable, excluding current portion
            
            
            537Convertible notes payable, net of unamortized discount of $1,389,698
            
            
            532,728Derivative liabilities
            
            
            3,700,355Total Long-Term Debt
            
            
            4,233,620Total Liabilities
            
            
            5,522,776Stockholders' DeficitPreferred 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;13,303,923 shares issued and outstanding
            
            
            13,305Paid-in Capital
            
            
            2,539,823Accumulated deficit
            
            
            (7,476,198
            )Total Stockholders' Deficit
            
            
            (4,923,070
            )**TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT**
            
            **$**
            **599,706**





See
      notes
      to interim unaudited consolidated financial statements


1
 
  **MOTIVNATION,
          INC.**
 **CONSOLIDATED
          STATEMENTS OF OPERATIONS (Unaudited)**


**For
                three months ended**
            
            
            
            **For
                nine months ended****September
                30,**
            
            
            
            
            
            **September
                30,****2007**
            
            2006
            
            
            
            **2007**
            
            2006(Restated)
            
            
            
            
            
            (Restated)**NET SALES:**Products
            
            **$**
            **7,474**
            
            $
            580,167
            
            
            
            
            **$**
            **404,541**
            
            $
            803,811Services
            
            
            **487,969**
            
            
            138,607
            
            
            
            
            
            **1,440,847**
            
            
            943,561Total net sales
            
            
            **495,443**
            
            
            718,774
            
            
            **#**
            
            
            **1,845,388**
            
            
            1,747,372**COST OF SALES:**Products
            
            
            **-**
            
            
            252,139
            
            
            
            
            
            **441,482**
            
            
            423,119Services
            
            
            **433,376**
            
            
            491,490
            
            
            
            
            
            **1,338,959**
            
            
            1,319,242Total costs of sales
            
            
            **433,376**
            
            
            743,629
            
            
            **#**
            
            
            **1,780,441**
            
            
            1,742,361**GROSS MARGIN (DEFICIT)**
            
            
            **62,067**
            
            
            (24,855
            )
            
            **#**
            
            
            **64,947**
            
            
            5,011**OPERATING EXPENSES:**Selling, general and administrative expenses
            
            
            **261,252**
            
            
            422,844
            
            
            
            
            
            **800,404**
            
            
            1,100,613Loss on disposal of assets
            
            
            **-**
            
            
            349
            
            
            
            
            
            **18,744**
            
            
            2,808Total operating expenses
            
            
            **261,252**
            
            
            423,193
            
            
            **#**
            
            
            **819,148**
            
            
            1,103,421**OPERATING LOSS**
            
            
            **(199,185**
            **)**
            
            (448,048
            )
            
            
            
            
            **(754,201**
            **)**
            
            (1,098,410
            )Other income (expenses):Interest and other income
            
            
            **1,870**
            
            
            7,967
            
            
            
            
            
            **4,754**
            
            
            27,002Change in derivative liabilities
            
            
            **126,443**
            
            
            4,778
            
            
            
            
            
            **176,470**
            
            
            1,954,691Interest and other expense
            
            
            **(53,068**
            **)**
            
            (59,312
            )
            
            
            
            
            **(140,928**
            **)**
            
            (178,578
            )Financing costs
            
            
            **(140,867**
            **)**
            
            (64,557
            )
            
            
            
            
            **(349,201**
            **)**
            
            (3,527,965
            )Total other income (expenses)
            
            
            **(65,622**
            **)**
            
            (111,124
            )
            
            
            
            
            **(308,905**
            **)**
            
            (1,724,850
            )**NET LOSS BEFORE INCOME TAXES**
            
            
            **(264,807**
            **)**
            
            (559,172
            )
            
            
            
            
            **(1,063,106**
            **)**
            
            (2,823,260
            )Provision for income taxes
            
            
            **-**
            
            
            -
            
            
            
            
            
            **2,400**
            
            
            2,400**NET LOSS**
            
            **$**
            **(264,807**
            **)**
            $
            (559,172
            )
            
            **#**
            
            **$**
            **(1,065,506**
            **)**
            $
            (2,825,660
            )**Net loss per share-basic and diluted**
            
            **$**
            **(0.02**
            **)**
            $
            (0.09
            )
            
            
            
            **$**
            **(0.12**
            **)**
            $
            (0.63
            )**Weighted Average Number of Common Shares**
            
            
            **12,094,313**
            
            
            6,237,834
            
            
            
            
            
            **8,790,853**
            
            
            4,464,851


See
      notes to interim unaudited consolidated
      financial statements


2
 **MOTIVNATION,
          INC.**


**CONSOLIDATED
        STATEMENTS OF CASH FLOWS (Unaudited)**


**For the nine months ended September 30,**
            
            **2007**
            
            2006**CASH FLOW FROM OPERATING ACTIVITIES**
            
            
            
            (Restated)Net loss
            
            **$**
            **(1,065,506**
            **)**
            $
            (2,825,660
            )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
            
            
            **28,533**
            
            
            31,825Provision for bad debt
            
            
            **7,800**
            
            
            -Compensation recognized on vested shares
            
            
            **-**
            
            
            169,421Loss on disposal of assets
            
            
            **18,744**
            
            
            2,808Change in derivative liabilities
            
            
            **(176,470**
            **)**
            
            (1,954,691
            )Noncash interest expense and financing costs
            
            
            **349,201**
            
            
            3,527,965(Increase) Decrease in:Accounts receivable
            
            
            **(33,523**
            **)**
            
            44,963Inventory
            
            
            **356,077**
            
            
            (384,936
            )Prepaid and other assets
            
            
            **43,578**
            
            
            (105,402
            )Increase (Decrease) in:Accounts payable and accrued expenses
            
            
            **325,787**
            
            
            158,695Unearned revenue
            
            
            **9,591**
            
            
            (125,632
            )**Net cash flows used in operating activities**
            
            
            **(136,188**
            **)**
            
            (1,460,644
            )**CASH FLOW FROM INVESTING ACTIVITIES**Proceeds received from sale of property and equipment
            
            
            **-**
            
            
            200Purchase of property and equipment
            
            
            **(1,985**
            **)**
            
            (9,155
            )**Net cash flows used in investing activities**
            
            
            **(1,985**
            **)**
            
            (8,955
            )**CASH FLOW FROM FINANCING ACTIVITIES**Payments on long-term debt
            
            
            **(17,094**
            **)**
            
            (25,129
            )Net repayments to related parties
            
            
            **(3,584**
            **)**
            
            (28,804
            )Net proceeds from convertible notes payable
            
            
            **-**
            
            
            1,678,500**Net cash flows provided by (used in) financing activities**
            
            
            **(20,678**
            **)**
            
            1,624,567**NET INCREASE (DECREASE) IN CASH**
            
            
            **(158,851**
            **)**
            
            154,968CASH AT BEGINNING OF PERIOD
            
            
            **180,785**
            
            
            96,586**CASH AT END OF PERIOD**
            
            **$**
            **21,934**
            
            $
            251,554**Supplemental Disclosure of Cash Flow Information:**Interest Paid
            
            **$**
            **2,072**
            
            $
            3,544Income Taxes Paid
            
            **$**
            **-**
            
            $
            2,400**Schedule of Noncash Investing and Financing Activities:**Issuance of common shares for:Reduction of accrued liabilities
            
            **$**
            **-**
            
            $
            150,000Convertible notes payable
            
            
            **21,141**
            
            
            55,475**$**
            **21,141**
            
            $
            205,475Transfer unamortized discount to paid-in capital due to debt conversion
            
            **$**
            **15,662**
            
            $
            53,327Transfer derivative liabilities to paid-in capital due to debt conversion
            
            **$**
            **41,471**
            
            $
            110,722Issuance of warrants in connection with convertible debt
            
            **$**
            **-**
            
            $
            1,678,507Recorded a beneficial conversion feature
            
            **$**
            **-**
            
            $
            3,393,635Note payable to related party incurred for assuming accounts payable
            
            **$**
            **-**
            
            $
            17,098




See
      notes to interim unaudited consolidated financial
      statements




3
 **MOTIVNATION,
          INC.**


NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL
        STATEMENTS


**NOTE
      1 - NATURE OF BUSINESS**





MotivNation,
      Inc. (“the Company”) provides a full range of services that cater to the custom
      motorcycle and automotive enthusiast, including the sale, manufacture,
      converting, customization, armor protecting, and installation of custom-built
      automotive and motorcycles, auto parts and accessories, as well as restoration,
      repair, and servicing. MotivNation’s business divisions specialize in customized
      motorcycles, specialized automotives conversions such as stretched limousines,
      and is an automotive supplier delivering advanced systems and components to
      the
      motor vehicle industry. In
      third
      quarter of 2007, the Company begins to cease the business of customizing
      motorcycles.





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





4
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Presentation
      of Interim Information: The
      financial information at September 30, 2007 and for the three and nine months
      ended September 30, 2007 and 2006 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, 2006.





The
      results for the three and nine months ended September 30, 2007 may not be
      indicative of results for the year ending December 31, 2007 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.





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.





Convertible
      Notes Payable and Derivative Liabilities: The Company accounts for convertible notes payable and warrants in accordance
      with Statement of Financial Accounting Standards (SFAS) No. 133, *"Accounting
      for Derivative Instruments and Hedging Activities."* This standard requires the conversion feature of convertible debt be separated
      from the host contract and presented as a derivative instrument if certain
      conditions are met. Emerging Issue Task Force (EITF) 00-19, *"Accounting
      for Derivative Financial Instruments Indexed to and Potentially Settled in
      a
      Company's Own Stock"* and EITF 05-2, *"The
      Meaning of "Conventional Convertible Debt Instrument" in Issue No.
      00-19"* were also analyzed to determine whether the debt instrument is to be considered
      a conventional convertible debt instrument and classified in stockholders'
      equity. The convertible notes payable issued on November 30, 2005 and in January
      2006 were evaluated and determined not conventional convertible and, therefore,
      because of certain terms and provisions including liquidating damages under
      the
      associated registration rights agreement the embedded conversion option was
      bifurcated and has been accounted for as a derivative liability instrument.
      The
      stock warrants issued in conjunction with the convertible notes payable were
      also evaluated and determined to be a derivative instrument and, therefore,
      classified as a liability on the balance sheet. The accounting guidance also
      requires that the conversion feature and warrants be recorded at fair value
      for
      each reporting period with changes in fair value recorded in the consolidated
      statements of operations.





A
      Black-Scholes valuation calculation was applied to both the conversion features
      and warrants at issuance dates and report dates. The issuance date valuation
      was
      used for the effective debt discount that these instruments represent. The
      debt
      discount is amortized over the three-year life of the debts using the effective
      interest method. The September 30, 2007 and 2006 valuations were used to record
      the fair value of these instruments at the end of the reporting period with
      any
      difference from prior period calculations reflected in the consolidated
      statement of operations.





Goodwill: Goodwill
      represents the excess of the purchase price in a business combination over
      the
      fair value of net tangible and intangible assets acquired in a business
      combination. Goodwill amounts are not amortized, but rather are tested for
      impairment at least annually. No impairment of goodwill was recorded for three
      and nine months ended September 30, 2007 and 2006.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





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 primarily
      consist of stock warrants, unvested common stocks and shares issuable under
      convertible debt.





5
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**




Stock-Based
      Compensation: The
      Company accounts for stock issued to non-employees in accordance with the
      provisions of SFAS No. 123 and the 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 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: In
      February 2007, the Financial Accounting Standards Board (“FASB’) issued
      Financial Accounting Standards (“FAS”) No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* ,
      which
      permits entities to choose to measure many financial instruments and certain
      other items at fair value at specified election dates. A business entity is
      required to report unrealized gains and losses on items for which the fair
      value
      option has been elected in earnings at each subsequent reporting date. This
      statement is expected to expand the use of fair value measurement. FAS No.159
      is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (SFAS) No. 157, *"Fair
      Value Measurements."* SFAS No.
      157 defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement addresses how to calculate fair value
      measurements required or permitted under other accounting pronouncements.
      Accordingly, this statement does not require any new fair value measurements.
      However, for some entities, the application of the statement will change current
      practice. SFAS No. 157 is effective for the Company beginning January 1, 2008.
      The Company is currently evaluating the impact of this standard.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





Restatements: The
      September 2006 financial statements have been restated to account for the
      restricted stock based compensation. The original accounting treatment for
      restricted stock based compensation was based upon a subjective determination
      of
      the most appropriate value of the Company’s common shares. Specifically, the
      Company elected to use $0.25 per share for such calculations, representing
      about
      a 75% discount of the quoted market price of $1.10 on the date of grant. Upon
      subsequent re-examination of the circumstances, it was determined that the
      use
      of the quoted market price was required by the EITF Issue No. 96-18, *“Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services.”* .
      Consequently, the calculations were revised and additional stock based
      compensation expense was recorded. The weighted average number of common shares
      used to calculate the net loss per share was also revised to exclude all
      unvested shares. As a result of these corrections, net loss for the three and
      nine months ended September 30, 2006 has increased by $52,229 to $559,172,
      and
      by $130,740 to $2,825,660, respectively, and net loss per share increased to
      $0.09 from $0.08, and to $0.63 from $0.59, respectively.




Changes
      to the balance sheet at September 30, 2006 resulting from these corrections
      are
      as follows:





As
                reported
            
            RestatedPaid-in
                capital
            
            $
            1,499,528
            
            $
            2,418,028Accumulated
                deficit
            
            $
            4,634,676
            
            $
            5,553,176





6
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**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. The Company
      incurred operating losses totaling $1,065,506 and $2,825,660 for nine months
      ended September 30, 2007 and 2006, respectively. In addition, the Company has
      an
      accumulated deficit of $7,476,198 and its total liabilities exceed its total
      assets by $4,923,070 as of September 30, 2007. 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's
      plans include raising additional working capital through debt or equity
      financing and increasing marketing efforts to increase revenues. Beginning
      in
      second quarter of 2007, the Company closed down the Damon’s facility and
      disposed substantially all of its assets and inventory. Subsequent to September
      30, 2007, the Company sold an aggregate of $175,000 of convertible debentures
      (See Note 14 - Subsequent Event). 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 September
      30, 2007:





Accounts Receivable, netBilled -Completed jobs
            
            $
            61,106Unbilled -Completed jobs
            
            
            19,768Subtotal
            
            
            80,874Allowance for Bad Debt
            
            
            (7,800
            )Accounts receivable, net
            
            $
            73,074InventoryPainted materials
            
            $
            7,463Mechanical materials
            
            
            28,566Body shop materials
            
            
            11,501Vehicles
            
            
            50,922Total inventory
            
            $
            98,452Property and Equipment, netAutomobiles
            
            $
            19,026Furniture and fixtures
            
            
            7,114Machinery and equipment
            
            
            186,781Office equipment
            
            
            700213,621Less: accumulated depreciation
            
            
            (94,836
            )Property and Equipment, net
            
            $
            118,785Accrued LiabilitiesAccrued payroll and related taxes
            
            $
            326,749Credit cards payable
            
            
            18,542Accrued vacation
            
            
            20,666Accrued interest
            
            
            305,071Others
            
            
            57,515Total accrued liabilities
            
            $
            728,543





7
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**




NOTE
      5 -
      CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES




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 the first traunch of $300,000 (less issuance costs of $55,000
      and $20,000 for prepaid officers’ life insurance) was received on November 30,
      2005, the second traunch of $500,000 (less issuance costs of $6,000) was
      received on January 5, 2006, and the third and final traunch of $1,200,000
      (less
      issuance costs of $15,500) was received on January 30, 2006. During the first
      nine months of 2007, the Company has converted $21,141 principal amount into
      6,258,459 shares of the Company’s common stock at the request of the note
      holders. During the first nine months of 2006, the Company has converted $55,475
      principal amount into 3,900,000 shares of the Company’s common stock.




NOTE
      5 -
      CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (CONTINUED)




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 issuance costs incurred in connection with the convertible notes are
      deferred and being amortized to interest expense over the life of each debenture
      traunch.





The
      Company is accounting for the conversion option in the debentures and the
      associated warrants as derivative liabilities in accordance with SFAS 133,
      “ *Accounting
      for Derivative Instruments and Hedging Activities,”* EITF 00-19, “ *Accounting
      for Derivative Financial Instruments Indexed to and Potentially Settled in
      a
      Company’s Own Stock”* and EITF
      No. 05-2, “ *The
      Meaning of “Conventional Convertible Debt Instrument” in Issue No.
      00-19* .”
The
      Company attributed beneficial conversion features to the convertible debt using
      the Black-Scholes Option Pricing Model. The fair value of the conversion feature
      has been included as a discount to debt in the accompanying balance sheet up
      to
      the proceeds received from each traunch, with any excess charged to operations.
      The discount is being amortized over the life of each debenture traunch using
      the interest method.





The
      following tables describe the valuation of the conversion feature of each
      traunch of the convertible debenture, using the Black Scholes pricing
      model:





11/30/05
              Traunch
            1/4/06
              Traunch
            1/30/06
              TraunchApproximate
                risk free rate
            4.41%
            4.28%
            4.47%Average
                expected life
            3
                years
            3
                years
            3
                yearsDividend
                yield
            0%
            0%
            0%Volatility
            356.33%
            348.92%
            342.77%Estimated
                fair value of conversion feature
            $599,200
            $998,346
            $2,395,289





8
 **MOTIVNATION,
          INC.**





**NOTES
      TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**




The
      Company recorded the fair value of the conversion feature, aggregate of
      $3,992,835, as a discount to the convertible debt in the accompanying balance
      sheet up to the proceeds received from each traunch, with any excess or
      $1,992,835 charged to expense. Amortization expense related to the conversion
      feature discount for the nine months ended September 30, 2007 and 2006 was
      $330,077 and $136,531, respectively. Remaining unamortized discount as of
      September 30, 2007 was $1,389,698.





The
      Company also granted warrants to purchase 2,500,000 shares of common stock
      in
      connection with the financing. The warrants are exercisable at $1.50 per share
      for a period of five years, and were fully vested. The warrants have been valued
      at $1,978,482 using the Black-Scholes Option Pricing Model with the following
      weighted-average assumptions used.





11/30/05
              Traunch
            1/4/06
              Traunch
            1/30/06
              TraunchApproximate
                risk free rate
            4.42%
            4.28%
            4.46%Average
                expected life
            5
                years
            5
                years
            5
                yearsDividend
                yield
            0%
            0%
            0%Volatility
            356.33%
            348.92%
            342.77%Number
                of warrants granted
            375,000
            625,000
            1,500,000Estimated
                fair value of total warrants granted
            $299,975
            $493,692
            $1,184,815




**NOTE
      5 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES
      (CONTINUED)**





In
      accordance with the EITF 00-19, the conversion feature of each convertible
      debenture and the stock warrants issued in conjunction with convertible
      debentures have been included as long-term liabilities and were originally
      valued at fair value at the date of issuance. As a liability, the convertible
      features and the stock warrants are revalued each period until and unless the
      debt is converted. As of September 30, 2007, the fair values of the conversion
      feature and the stock warrants aggregated to $3,700,355. The Company recorded
      a
      gain of $176,470 and $1,954,691 related to the change in fair value in these
      derivatives during the first nine months ended September 30, 2007 and 2006,
      respectively. This amount is recorded as “Change in Derivative Liabilities” a
      component of other income in the accompanying consolidated statement of
      operations. If the debt is converted prior to maturity, the carrying value
      will
      be transferred to equity.





**NOTE
      6 - 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.




9
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**


The
      value
      of the shares was based on the lowest price of the last trading day from
      February 2, 2006 (date of grant) which was $0.23 per share as there was limited
      trading volume. Therefore, no gain or loss on debt settlement was
      recorded.





Restricted
      Stock Agreements





The
      Company recognized $169,421 in compensation during the first nine months ended
      September 30, 2006 based on the vesting conditions provided by the Restricted
      Stock Agreements dated February 15, 2005.





As
      of
      September 30, 2006, all shares under the Agreements were vested.




**NOTE
      7 - 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
            
            For
                nine monthsended
                September 30,
            
            ended
                September 30,2007
            
            2006
            
            2007
            
            2006Numerator:Net loss
            
            $
            (264,807
            )
            $
            (559,172
            )
            $
            (1,065,506
            )
            $
            (2,825,660
            )Denominator:Weighted average number of shares
            
            
            12,094,313
            
            
            6,237,834
            
            
            8,790,853
            
            
            4,464,851Net loss per share-basic and diluted
            
            $
            (0.02
            )
            $
            (0.09
            )
            $
            (0.12
            )
            $
            (0.63
            )




As
      of
      September 30, 2007, the Company has 2.5 million out-of money stock warrants
      excluded from diluted net loss per share computations as their exercise prices
      are greater than the average quarterly market price. In accordance with SFAS
      No.
      128, *“Earnings
      Per Share”,* the
      Company has excluded from the calculation of diluted net loss per share
      approximately 4,051 and 3,973 shares for the three and nine months ended
      September 30, 2007, respectively, relating to its 10% related party convertible
      debt that are anti-dilutive. As of September 30, 2007, depending on the stock
      price on the conversion date, up to maximum of 1,094,56,295 shares, subject
      to
      certain adjustments, may be issued upon conversion of the 8% Callable Secured
      Convertible Notes. For additional information, see “Note5 - Convertible Notes
      Payable and Derivative Liabilities.”





As
      the
      Company incurred net losses for the three and nine months ended September 30,
      2006, potential dilutive securities from unvested common stocks totaling 40,963
      and 91,279 equivalent shares, respectively, have been excluded from diluted
      net
      loss per share computations as their effect was deemed anti-dilutive. In
      accordance with SFAS No. 128, *“Earnings
      Per Share”,* the
      Company has also excluded from the calculation of diluted net loss per share
      approximately 3,742 and 3,626 shares, respectively, relating to its 10% related
      party convertible debt that are anti-dilutive. As of September 30, 2006,
      depending on the stock price on the conversion date, up to maximum of
      411,210,564 shares, subject to certain adjustments, may be issued upon
      conversion of the 8% Callable Secured Convertible Notes. For additional
      information, see “Note 5 - Convertible Notes Payable and Derivative
      Liabilities.” Stock warrants to purchase 2,500,000 shares were outstanding, but
      were not included in the computation of diluted net loss per share because
      the
      exercise price of the stock warrants were greater than the average share price
      of the common stocks, and, therefore, the effect would have been antidilutive.





**NOTE
      8 - BUSINESS AND CREDIT CONCENTRATIONS**





Three
      customers accounted approximately $307,786 or 63% of the Customized Automotive
      segment revenues for the three months ended September 30, 2007. One customer
      accounted for approximately $485,003 or 26.5% of the Customized Automotive
      segment revenues for the nine months ended September 30, 2007. Four customers
      accounted for approximately $587,369 or 83.3% of the Customized Automotive
      segment revenues for the three months ended September 30, 2006. Two customers
      accounted for approximately $435,000 or 25.4% of the Customized Automotive
      segment revenues for the nine months ended September 30, 2006.





10
 **MOTIVNATION,
          INC.**





**NOTES
      TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**




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
      9 - 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 September 30, 2007.





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 2007 and 2006:





As
                of September 30,
            
            2007
            
            2006Beginning
                balance
            
            $
                8,994
            
            $
                12,350Provision
                of warranties
            
            15,850
            
            9,000Utilization
                of reserve
            
            (15,850)
            
            (8,159)Ending
                balance
            
            $
                8,994
            
            $
                13,191





**NOTE
      10 - 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.




11
 **MOTIVNATION,
          INC.**


NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL
        STATEMENTS


**NOTE
      10 - LEGAL PROCEEDINGS (CONTINUED)**




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. In addition,
      the
      Company has received an outside legal opinion from an attorney that states
      the
      outstanding liability is not the Company’s as the original lease was signed by
      the previous owners of Damon’s. However, the Company will continue to accrue the
      past due rent of $19,657 in the accompanying financial statements until this
      matter is resolved.




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 damages and
      other unspecified damages plus interest, attorneys’ fees and costs. The
      arbitrator after a hearing held on September 22, 2006 awarded that the plaintiff
      shall recover from the Company the price of the refrigerator and microwave
      which
      were ordered and paid for by the plaintiff but not installed in the vehicle,
      and
      that all other claims of plaintiff are denied as to the Company. The Plaintiff
      rejected the arbitration award on October 19, 2006. During the second quarter
      of
      2007, there was a settlement court appearance by which the Company and the
      Plaintiff agreed to settle the claim in the amount approximately of $2,000.
      Subsequently, the plaintiff filed a petition for Chapter 7 under the Bankruptcy
      Code and the trustee in bankruptcy, authorized by the United States Bankruptcy
      Court, intended to consummate the settlement. The Company did not accrue the
      settlement which was considered immaterial.





On
      July
      3, 2007, a claim was filed in the Superior Court of Los Angeles County of
      California against TrixMotive, Inc. to seek for a payment of $21,888 due to
      the
      California State Compensation Insurance Fund. The liability has been accrued
      already in prior year. The Company is negotiating the settlement.





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
      11 - RELATED PARTY TRANSACTIONS**





The
      Company also has short-term notes payable to the officers and a related party,
      aggregate of $265,518 plus related accrued interest of $38,737 as of September
      30, 2007. The notes carry interest at range of 8% to 10% per annum and are
      unsecured.





On
      May
      15, 2007, the Company and the related parties agreed to extend the note
      agreement to December 31, 2007 from December 31, 2006.





In
      July
      2006, the Company’s chief executive officer (CEO) assumed a liability of $17,098
      payable to a former attorney. A note agreement was entered in the fourth quarter
      of 2006. Interest was being accrued at 10% per annum.





12
 **MOTIVNATION,
          INC.**


**NOTES
        TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      12 - 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 does not track its assets by operating segments. Consequently, it is
      not
      practical to show assets by operating segments.





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





For
                Three Months ended
            
            For
                Nine Months endedSeptember
                30,
            
            
            
            September
                30,2007
            
            2006
            
            2007
            
            2006Custom Motorcycle:Net revenue to external customers
            
            $
            6,662
            
            $
            13,985
            
            $
            15,472
            
            $
            33,131Cost of revenue
            
            
            976
            
            
            21,059
            
            
            90,321
            
            
            67,753Margin
            
            $
            5,686
            
            $
            (7,074
            )
            $
            (74,849
            )
            $
            (34,622
            )Custom Automotive:Net revenue to external customers
            
            $
            488,781
            
            $
            704,789
            
            $
            1,829,916
            
            $
            1,714,241Cost of revenue
            
            
            432,400
            
            
            722,570
            
            
            1,690,120
            
            
            1,674,608Margin
            
            $
            56,381
            
            $
            (17,781
            )
            $
            139,796
            
            $
            39,633Total Net Revenue to External Customers
            
            $
            495,443
            
            $
            718,774
            
            $
            1,845,388
            
            $
            1,747,372Total Cost of Revenue
            
            
            433,376
            
            
            743,629
            
            
            1,780,441
            
            
            1,742,361Total Margin
            
            
            62,067
            
            
            (24,855
            )
            
            64,947
            
            
            5,011





Intersegment
      transactions are recorded at cost. The margins reported reflect only the direct
      controllable expenses of each line of business and do no represent the actual
      margins for each operating segment because they do not contain corporate and
      general and administrative expenses, reduction of goodwill as well as
      stock-based compensation incurred in support of the lines of
      business.





13
 **MOTIVNATION,
            INC.**
 **NOTES
              TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**


**Reconciliation of operating segment margin to net loss before income taxes**For
                Three Months ended
            
            
            
            For
                Nine Months endedSeptember
                30,
            
            
            
            
            
            September
                30,2007
            
            2006
            
            
            
            2007
            
            2006Total margin for reportable segments
            
            $
            62,067
            
            $
            (24,855
            )
            
            #
            
            $
            64,947
            
            $
            5,011Corporate and general and administrative expenses
            
            
            (261,252
            )
            
            (422,844
            )
            
            
            
            
            (800,404
            )
            
            (1,100,613
            )Loss on disposal of assets
            
            
            -
            
            
            (349
            )
            
            
            
            
            (18,744
            )
            
            (2,808
            )Interest and Other Expense
            
            
            (53,068
            )
            
            (59,312
            )
            
            
            
            
            (140,928
            )
            
            (178,578
            )Financing costs
            
            
            (140,867
            )
            
            (64,557
            )
            
            
            
            
            (349,201
            )
            
            (3,527,965
            )Change in Derivative Liabilities
            
            
            126,443
            
            
            4,778
            
            
            
            
            
            176,470
            
            
            1,954,691Interest and Other Income
            
            
            1,870
            
            
            7,967
            
            
            
            
            
            4,754
            
            
            27,002Net loss before income taxes
            
            $
            (264,807
            )
            $
            (559,172
            )
            
            
            
            $
            (1,063,106
            )
            $
            (2,823,260
            )




**NOTE
      13 - JOINT VENTURE AGREEMENT**





In
      third
      quarter of 2007, the Company entered a preliminary agreement to establish a
      joint venture with a Chinese company to design, manufacture, and develop
      products for the automotive market in China.





**NOTE
      14 - SUBSEQUENT EVENT**





In
      November 2007, the Company sold in a private transaction an aggregate of
      $175,000 of convertible debentures (the “2007 Debentures”). The principal amount
      of the 2007 Debentures outstanding accrues interest at the rate of 8% per annum
      payable quarterly. The 2007 Debentures are convertible into shares of the
      Company’s common stock at 50% of the average of the lowest 3 intra-day trading
      prices during the 20 trading days immediately prior to the conversion date.
      The
      2007 Debentures are repayable, principal and accrued interest, on November
      16,
      2010. The 2007 Debentures contain a provision that prohibits the holder from
      converting the debenture if such conversion would result in the holder owning
      more than 4.99% of the Company’s outstanding common stock at the time of such
      conversion.






In
      addition, purchasers of the 2007 Debentures received warrants exercisable to
      purchase an aggregate of 15,000,000 shares of the Company’s common stock at an
      exercise price of $0.002 per share (the "2007 Debenture Warrants"). The 2007
      Debenture Warrants shall have a seven year term from date of issuance and have
      a
      cashless exercise feature.




The
      Company will file a Registration Statement covering the resale of the common
      shares underlying the notes and warrant within 30 days of the closing date.
      The
      Company shall respond to all SEC comments within 10 calendar days of receipt
      of
      said comments and will use its best efforts to cause the Registration Statement
      to become effective within 120 days of the closing date.




14


**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 that cater to the custom motorcycle
      and
      automotive enthusiast, including the sale, manufacture, converting,
      customization, armor protecting, and installation of custom-built automotive
      and
      motorcycles, auto parts and accessories, as well as restoration, repair, and
      servicing. MotivNation’s business divisions specialize in customized
      motorcycles, specialized automotives conversions such as stretched limousines,
      and 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.






·
            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.




15




We
      offer
      various products and services depending on which client we are catering
      to for
      every project. For our individual retail clients we offer products and services including 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 ly
      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**




**Three
      Months Ended September 30, 2007 compared to the Three Months Ended September
      30,
      2006**




*Revenues
      and Loss from Operations*




Our
      revenue, cost of revenue, selling, general and administrative expenses, and
      operating loss for the three months ended September 30, 2007, as compared to
      the
      three months ended September 30, 2006 are as follows:





3
                Months Ended
              September
                30,
              2007
            
            3
                Months Ended
              September
                30,
              2006
              (restated)
            
            Percentage
              Change
              Increase
              (Decrease)Revenue
            
            $
            495,443
            
            
            718,774
            
            
            (31.1
            )%Cost
                of revenue
            
            
            433,376
            
            
            743,629
            
            
            (41.7
            )%Gross
                Profit (loss)
            
            
            62,067
            
            
            (24,855
            )
            
            349.7
            %Total
                Operating expenses
            
            
            261,252
            
            
            423,193
            
            
            (38.3
            )%Total
                Other expenses
            
            
            65,622
            
            
            111,124
            
            
            (40.9
            )%Provision
                for income taxes
            
            
            0
            
            
            0
            
            
            0
            %Operating
                (loss)
            
            $
            (264,807
            )
            
            (559,172
            )
            
            (52.6
            )%





*Revenues*




We had total revenues of $495,443
      and $718,774 for the three month period ended September 30, 2007, and 2006
      respectively. The decrease in the Company’s revenue of 31.1% can be attributed
      to the focus on client based custom conversions.




*Cost of Revenues*




We
      incurred total costs of $433,376 and $718,774 for the three month period
      ended September 30, 2007, and 2006, respectively.  Our
      cost
      of revenues decreased 41.7% from the third quarter in 2007 compared to same
      period in 2006. This is primarily due to the respective decrease in revenues,
      and no longer providing fully built in-house vehicles.




16




*Operating Expenses*




Our
      selling, general and administrative expenses consist primarily of sales,
      marketing, production and other administrative personnel, cost of facilities
      and
      related spending, salaries, and related costs for executive. The company’s major
      expenses decreased by 42.7% for the third quarter of 2007 versus 2006. This
      primarily occurred from the decreases in consulting and bad debt expense of
      100%
      and 80.1%. In addition decreases in salary & wages, insurance and accounting
      expense of approximately 24.9%, 37.5%, and 3.9% respectively. Additional
      contributions to the decrease were in rent, and utilities expense of 25.5%,
      and
      51.9% respectively. There was also a decrease in depreciation and
      shipping/delivery expense of 10.5% and 42.0% respectively. The decrease was
      offset by increases in advertising/promotion of 11.1% for the third quarter
      of
      2007 compared to 2006. Total expenses were $261,252 for the third quarter of
      2007, a 42.7% decrease compared to the third quarter of 2006. The major expenses
      incurred during the three months ended September 30, 2007 and 2006
      were:





3
                Months
              Ended
              September
                30, 2007
            
            3
                Months
              Ended
              September
                30,
              2006
            
            Percentage
              Change
              Increase
              (Decrease)Major Expenses:Rent
            
            $
            43,895
            
            $
            58,956
            
            
            (25.5
            )%Salary & Wages
            
            
            89,936
            
            
            119,756
            
            
            (24.9
            )%Insurance
            
            
            33,983
            
            
            54,344
            
            
            (37.5
            )%Accounting Fees
            
            
            11,000
            
            
            11,450
            
            
            (3.9
            )%Consulting
            
            
            0
            
            
            56,310
            
            
            (100
            )%Advertising/Promotions
            
            
            11,719
            
            
            10,545
            
            
            11.1
            %Shipping and Delivery
            
            
            2,338
            
            
            4,031
            
            
            (42.0
            )%Depreciation
            
            
            9,645
            
            
            10,781
            
            
            (10.5
            )%Bad debt expense
            
            
            7,800
            
            
            39,180
            
            
            (80.1
            )%Loss from disposal of assets
            
            
            0
            
            
            0
            
            
            0
            %Utilities
            
            
            4,209
            
            
            8,750
            
            
            (51.9
            )%Total Major Expenses
            
            
            214,525
            
            
            374,451
            
            
            (42.7
            )%Total Expenses
            
            
            261,252
            
            
            423,193
            
            
            (38.3
            )%





*Other
      Income and Expenses and Net Loss*





Our
      other
      income and expenses and net loss for the three months ended September 30, 2007
      and 2006 are as follows:


3
                Months
              Ended
              September
                30, 2007
            
            3
                Months
              Ended
              September
                30, 2006
            
            Percentage
              Change
              Increase
              (Decrease)Other income (expenses)Interest and other income
            
            
            1,870
            
            
            7,967
            
            
            (76.5
            )%Change in derivative liabilities
            
            
            126,443
            
            
            4,778
            
            
            (2546.4
            )%Interest and other expenses
            
            
            (53,068
            )
            
            (59,312
            )
            
            (9.7
            )%Financing costs
            
            
            (140,867
            )
            
            (64,557
            )
            
            118.2
            %Total other income (expenses)
            
            
            (65,622
            )
            
            (111,124
            )
            
            (40.9
            )%Net (loss)
            
            $
            (264,807
            )
            
            (559,172
            )
            
            (52.6
            )%




17


During
      the three months ended September 30, 2007, our total other expenses decreased
      by
      40.9% compared to the three months ended September 30, 2006. This was primarily
      due to decrease in change in derivative liability of 2,546.4%. In addition
      interest and other income decreased by 76.5%. This decrease was offset by a
      decrease in interest and other expenses of 9.7%, and an increase in financing
      costs of 118.2% for the third quarter of 2007 compared to the same period in
      2006. Net loss decreased 52.6% primarily due to the 42.7% and 40.9% decrease
      in
      total major expense and total other expenses. In addition the Company
      consolidated Damon’s
      Motorcycle division into the Trixmotive building to limit
      the overall
      expenses. As a result no new business occurred for Damon’s in the third quarter.




**Nine
      Months Ended September 30, 2007 compared to the Nine Months Ended September
      30,
      2006**




*Revenues
      and Loss from Operations*




Our
      revenue, cost of revenue, selling, general and administrative expenses, and
      operating loss for the nine months ended September 30, 2007, as compared to
      the
      nine months ended September 30, 2006 are as follows:





9
                Months Ended
              September
                30,
              2007
            
            9
                Months Ended
              September
                30,
              2006
              (restated)
            
            Percentage
              Change
              Increase
              (Decrease)Revenue
            
            $
            1,845,388
            
            
            1,747,372
            
            
            5.6
            %Cost of revenue
            
            
            1,780,441
            
            
            1,742,361
            
            
            2.2
            %Gross Profit (loss)
            
            
            64,947
            
            
            5,011
            
            
            1196.1
            %Total Operating expenses
            
            
            819,148
            
            
            1,103,421
            
            
            (25.8
            )%Total Other expenses
            
            
            308,905
            
            
            1,724,850
            
            
            (82.1
            )%Provision for income taxes
            
            
            2,400
            
            
            2,400
            
            
            0
            %Operating (loss)
            
            $
            (1,065,506
            )
            
            (2,825,660
            )
            
            (62.3
            )%





*Revenues*




We had total revenues of $1,845,388
      and $1,747,372 for the nine month period ended September 30, 2007, and 2006
      respectively. The slight increase in the Company’s revenue of 5.6% can be
      attributed to the focus on client based custom conversions.




*Cost of Revenues*




We
      incurred total costs of $1,780,441 and $1,742,361 for the nine month period
      ended September 30, 2007, and 2006, respectively. Our cost of revenues increased
      2.2% from the third quarter in 2007 compared to same period in 2006. This is
      primarily due to the respective increase in revenues, and the losses taken
      on
      our in-house vehicles.




18




*Operating Expenses*




Our
      selling, general and administrative expenses consist primarily of sales,
      marketing, production and other administrative personnel, cost of facilities
      and
      related spending, salaries, and related costs for executive. The company’s major
      expenses decreased by 27.4% for the third quarter of 2007 versus 2006. This
      primarily occurred from the decrease in consulting and salary & wages
      expense of 97.1% and 25.8% respectively. In addition there were decreases in
      bad
      debt and accounting expense of approximately 60.6%, and 11.3% respectively.
      Additional contributions to the decrease were in advertising/promotion,
      shipping/delivery, and depreciation expense of 21.2%, 41.7%, and 10.3%
      respectively. In the third quarter of 2007 there was a decrease in utilities
      and
      insurance expense of 9.2% and 8.4% respectively compared to the same period
      in
      2006. The decrease was offset by increases in rent expense and loss from
      disposal of assets of 0.9%, 567.7%, for the third quarter of 2007 compared
      to
      2006. Total expenses were $819,148 for the third quarter of 2007, a 25.8%
      decrease compared to the third quarter of 2006. The major expenses incurred
      during the nine months ended September 30, 2007 and 2006 were:





9
                Months
              Ended
              September
                30, 2007
            
            9
                Months
              Ended
              September
                30, 2006
              (Restated)
            
            Percentage
              Change
              Increase
              (Decrease)Major Expenses:Rent
            
            $
            164,686
            
            $
            163,285
            
            
            0.9
            %Salary & Wages
            
            
            259,343
            
            
            349,364
            
            
            (25.8
            )%Insurance
            
            
            104,419
            
            
            113,947
            
            
            (8.4
            )%Accounting Fees
            
            
            33,000
            
            
            37,207
            
            
            (11.3
            )%Consulting
            
            
            3,811
            
            
            129,798
            
            
            (97.1
            )%Advertising/Promotions
            
            
            18,799
            
            
            23,845
            
            
            (21.2
            )%Shipping and Delivery
            
            
            11,987
            
            
            20,549
            
            
            (41.7
            )%Depreciation
            
            
            28,534
            
            
            31,825
            
            
            (10.3
            )%Bad debt expense
            
            
            15,812
            
            
            40,166
            
            
            (60.6
            )%Loss from disposal of assets
            
            
            18,742
            
            
            2,807
            
            
            567.7
            %Utilities
            
            
            15,569
            
            
            17,143
            
            
            (9.2
            )%Total Major Expenses
            
            
            674,702
            
            
            929,936
            
            
            (27.4
            )%Total Expenses
            
            
            819,148
            
            
            1,103,421
            
            
            (25.8
            )%





*Other
      Income and Expenses and Net Loss*





Our
      other
      income and expenses and net loss for the nine months ended September 30, 2007
      and 2006 are as follows:





19


9
                Months
              Ended
              September
                30, 2007
            
            
            9
                Months
              Ended
              September
                30,2006
            
            Percentage
              Change
              Increase
              (Decrease)Other
                income (expenses)Interest
                and other income
            
            4,754
            
            
            27,002
            
            (82.4)
            %Change
                in derivative liabilities
            
            176,470
            
            
            1,954,691
            
            (91.0)
            %Interest
                and other expenses
            
            (140,928)
            
            
            (178,578)
            
            (21.1)
            %Financing
                costs
            
            (349,201)
            
            
            (3,527,965)
            
            (90.1)
            %Total
                other income (expenses)
            
            (308,905)
            
            
            (1,724,850)
            
            (82.1)
            %Net
                (loss)
            $
            (1,065,506)
            
            
            (2,825,660)
            
            (62.3)
            %




During
      the nine months ended September 30, 2007, our total other expenses decreased
      by
      82.1% compared to the nine months ended September 30, 2006.  This
      was
      primarily due to decreases in financing costs and the change in derivative
      liabilities of approximately 90.1% and 91.0% respectively. In addition
      interest/other expenses and interest/other income decreased by 21.1% and 82.4%
      respectively for the third quarter of 2007 compared to the same period in 2006.
      Net loss decreased 62.3% primarily due to the 25.8% and 82.1% decrease in total
      operating expense and total other expenses.




**Liquidity
      and Capital Resources**




Our
      cash,
      accounts receivable, prepaid expenses, total current assets, total assets,
      total
      current liabilities, and total liabilities as of September 30, 2007, as compared
      to September 30, 2006 were as follows:





September
                30,
            
            September
                30,2007
            
            2006Cash
            
            $
            21,934
            
            $
            251,554Accounts
                receivable net
            
            
            73,074
            
            
            47,442Prepaid
                expenses/other current assets
            
            
            39,347
            
            
            43,864Inventory
            
            
            98,252
            
            
            550,790Total
                current assets
            
            
            232,607
            
            
            893,650Total
                assets
            
            
            599,706
            
            
            1,564,951Total
                current liabilities
            
            
            1,289,156
            
            
            904,133Total
                liabilities
            
            
            5,522,776
            
            
            4,948,053





Cash
      Requirements





Our
      cash
      obligations are anticipated to increase substantially over the next 12 months.
      The cash would be utilized for operational expenses and general working capital
      as a result of continued sales growth, continued legal and professional fees
      as
      a result of continuing litigation and reserve or deposit requirements which
      are
      a result of sales growth of the business. We intend for these funding
      requirements to be fulfilled through either equity or debt
      financing.




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, 2007, we had a working deficit of $1,056,549.





20


*Operating
      activities:*




Net
      cash
      used in operating activities was $136,188 for the nine months ended September
      30, 2007. This resulted primarily from a net loss of $1,065,506, as well as
      a
      change in derivative liabilities of $176,470. In addition the increase in
      accounts receivable of $33,523 contributed. An offset to this was noncash
      interest expense and financing costs of $349,201 and a decrease in inventory
      of
      $356,077. An additional offset was an adjustment in depreciation, loss on
      disposal of assets, and accounts payable/accrued liabilities of $28,533,
      $18,744, and $325,787, respectfully.





*Investing
      activities:*





Net
      cash
      used in investing activities was $1,985 which was primarily due to the purchase
      of property and equipment of $1,985.





*Financing
      activities:*





Net
      cash
      used in financing activities was $20,678 for the nine months ended September
      30,
      2007, and resulted primarily from payments on long-term debt of $17,094. In
      addition the company made net repayments to related parties of $3,584.





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 by
      expanding our product line to other areas of the conversion business such as
      van
      conversions. In addition the company has been looking into, reducing costs
      by
      bringing certain projects in-house through possible acquisitions, and constantly
      testing the market for better pricing on our costs of goods sold. As well as
      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.
      The company will and continuing continue 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. During the third
      quarter of 2007 the company sold its last in-house custom vehicle, and is now
      focusing on selling client end custom automotive conversions.





There
      can
      be no assurance that we will be successful in executing our plans to improve
      operations or obtain additional debt or equity financing. If the company is
      unable to have adequate cash from operations and is unsuccessful in obtaining
      financing, the company would have to cut back on operations. In addition there
      would be substantial doubt as mentioned in our financial footnotes about our
      ability to continue due to a decrease in our working capital and inability
      to
      obtain 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.




*Impairment
      or Disposal of Long-Lived Assets.* The
      Company reviews long-lived assets for impairment annually, and whenever
      circumstances and situations change such that there is an indication that the
      carrying amounts may not be recovered. At September 30, 2007, the Company had
      a
      loss on disposal of assets of $18,742 for the year to date.





21


****** *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:* The
      Company’s primary source of revenue comes from the sales of customized
      automotive conversions. We recognize revenue based on the completed-contact
      method, whereas customer deposits and partial payments of the conversion are
      deferred and treated as current liabilities, until the vehicle is completed
      and
      recognized as revenue. Other services such as repairs minor alterations are
      recorded when the service is performed.




*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:* Inventory includes parts and materials related to the vehicles in the process
      of
      being modified and converted. In addition the company will include the cost
      of
      the unmodified vehicle chassis if purchased in house. Shipping and handling
      costs are included in inventory. All inventories are valued at the lower of
      cost
      or market.





The
      Company performs periodic inventory procedures and at times identifies supply
      inventory that is considered excess inventory or obsolete. The Company writes
      the obsolete and excessive inventory down to the lower of cost or market and
      the
      amount is included in general and administrative expenses for the
      period.




*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.




*Income
      Taxes.* The
      Company’s income tax expense involves using the deferred tax assets and
      liabilities included on the balance sheet. These tax assets and liabilities
      are
      recognized for the expected tax consequences of temporary differences between
      the tax bases of assets and liabilities and their reported amounts. Management
      judgment is required in determining the Company’s provision for income taxes,
      deferred tax assets and liabilities.





*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.




**R** **isks
      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.




22


****** ***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, 2006 and the notes to
      our
      unaudited financial statements for the three months ended September 30, 2007,
      however it 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 enforcementrelating
                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.





23





***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 George R. Lefevre, Jay Isco, and Leslie McPhail, our CEO,
      CFO,
      and Chief Operating Officer respectively. Mr. Richard Perez the co-founder
      of
      Damon’s Motorcycle Creation departed from the Company in the second quarter of
      2007. 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 maintain “key person” life insurance on
      Mr. Lefevre and Mr. Isco; however we do not retain insurance on Mrs. McPhail.
      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.





24


***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, and State tax authorities where
      vehicle sales may be affected as well as State motor vehicle regulators with
      an
      interest in our manufacturing, sales and distribution of finished products
      . 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.





State
      tax
      and motor vehicle regulations are migratory and in some cases regulating bodies
      may decide that a code or regulation may apply to our business when there was
      no
      history of such application. We may in the process of conducting our business
      or
      yielding to a customer request have inadvertently or in ignorance created a
      possible infraction of these regulations. We may encounter a situation in which
      a regulator from a State tax authority or motor vehicle regulator would decide
      that we have not been in compliance and insist on a material change in the
      way
      we have done business that could seriously impact our ability to continue to
      market our products to our customers. We may further encounter a corrective
      measure by a similar regulator that would take action more aggressive that
      a
      correction of our process or practice that could include a back payment, a
      fine
      or termination of our ability to do business within a particular state. These
      applications of regulations that our business has not historically been subject
      to by any of these state regulators would have a serious negative impact on
      our
      business.





In
      the
      event our business operations and facilities are subject to a number of federal,
      state and local environmental laws and regulations, such application of these
      laws, regulations to 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.





Our
      painting operations are subject to air quality management standards and
      enforcement by The South Coast Air Quality Management District (AQMD). AQMD
      requires licensing and conducts inspections from time to time relative to vapor
      as a result of our paint operations. If we were found to require adjustment
      or
      replacement of our paint and ventilation equipment as a result of an unfavorable
      AQMD inspection or suspension or change of our license with AQMD we could risk
      experiencing an interruption in production that would have a negative impact
      on
      revenue and profits.




***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
      Success Is Dependent Upon The Popularity Of Harley-Davidson
      Motorcycles***  ***and
      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.




25




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.***





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.





26


***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"). 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.





27




**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.




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. In addition,
      the
      Company has received an outside legal opinion from an attorney that states
      the
      outstanding liability is not the Company’s as the original lease was signed by
      the previous owners of Damon’s. However, the Company will continue to accrue the
      past due rent of $19,657 in the accompanying financial statements until this
      matter is resolved.




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 damages and
      other unspecified damages plus interest, attorneys’ fees and costs. The
      arbitrator after a hearing held on September 22, 2006 awarded that the plaintiff
      shall recover from the Company the price of the refrigerator and microwave
      which
      were ordered and paid for by the plaintiff but not installed in the vehicle,
      and
      that all other claims of plaintiff are denied as to the Company. The Plaintiff
      rejected the arbitration award on October 19, 2006. Subsequently there was
      a
      settlement court appearance by which the Company and the Plaintiff agreed to
      settle the claim in the amount of $2,000. Subsequently, the plaintiff filed
      a
      petition for Chapter 7 under the Bankruptcy Code and the vehicle loan holder
      seized the title of the vehicle. As a result, no liability was accrued as the
      settlement agreement was not signed.





The
      Company is also currently 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.





**ITEM
      2.**  **CHANGES
      IN SECURITIES**





Except
      as
      set forth below, there were no unregistered sales of equity securities by the
      Company during the three month period ended September 30, 2007.





On
      January 19, 2007 the company cancelled 45,000 shares of the Company’s common
      stock issued to Entremetrix Inc., pursuant to a rescission agreement signed
      May
      6, 2004. According to the rescission agreement all shares related to the
      rescinded transaction were to be cancelled. The certificate shall be returned
      to
      the authorized and un-issued stock.





On
      April
      27, 2007, 38,175 shares of common stock were issued to AJW Offshore, LTD
      pursuant to Rule 144e for the conversion of $221.42 of convertible debt at
      $.0058 per share.





On
      April
      27, 2007, 8,413 shares of common stock were issued to AJW Partners, LLC pursuant
      to Rule 144e for the conversion of $48.80 of convertible debt at $.0058 per
      share.





28


On
      April
      27, 2007, 23,046 shares of common stock were issued to AJW Qualified Partners,
      LLC pursuant to Rule 144e for the conversion of $133.67 of convertible debt
      at
      $.0058 per share.





On
      April
      27, 2007, 1,060 shares of common stock were issued to New Millennium Capital
      Partners II, LLC pursuant to Rule 144e for the conversion of $6.15 of
      convertible debt at $.0058 per share.




**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.*





None
      for
      the third quarter of 2007





29




**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.


MotivNation, Inc.Dated:
              December 7, 2007
            By:
            /s/ George R. LefevreGeorge
              R. Lefevre, CEO


30




INDEX
                TO EXHIBITSExhibit
                31.1 - Certification required by Rule 13a-14(a) or Rule
                15d-14(a).
              
              Exhibit
                31.2 - Certification required by Rule 13a-14(a) or Rule
                15d-14(a).
              
              Exhibit
                32.1 - Certification 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 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.
            32
              
              33
              
              34
              
              35




31