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 June 30, 2004



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



For
the transition period from ______ to ______



Commission
file number 000-50048



MOTIVNATION,
INC.

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





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




18101
Von Karman Avenue, Suite 330

Irvine,
California 92612

(Address
of Principal Executive Offices)



(888)
798-8100

(Registrant's
telephone number)



Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.



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



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



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

---

TABLE
OF CONTENTS



|Part
      I                                                 | 1 
|------------------------------------------------------------ | --
|Financial
      Statement Item                               | 1 
|Financial
      Statements                                   | 1 
|Balance
      Sheet                                          | 1 
|Income
      Statement                                       | 2 
|Cashflow
      Statement                                     | 3 
|Financial
      Footnotes                                    | 4 
|Management
      Discussion & Analysis or Plan of Operations | 8 
|Controls
      and Procedures                                | 17
|Part
      II                                                | 17
|Legal
      Proceedings                                      | 17
|Changes
      in Securities                                  | 17
|Defaults
      Upon Securities                               | 18
|Submission
      to a Vote                                   | 18
|Other
      Information                                      | 18
|Exhibits
      and Reports                                   | 18
|Signatures                                                   | 19



Exhibits



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



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

---

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



BALANCE
SHEET (Unaudited)

June
30, 2004



|ASSETS                                                                                                  
|--------------------------------------------------------------------------------------------------------
|Current
      Assets                                                                                    
|Cash                                                                                                    
|Accounts
      Receivable, net of allowance for bad debt of $10,393                                     
|Inventory                                                                                               
|Total
      Current Assets                                                                              
|                                                                                                        
|Property
      and Equipment, net of accumulated depreciation of $4,486                                 
|                                                                                                        
|                                                                                                        
|TOTAL
      ASSETS                                                                                      
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                                              
|Current
      Liabilities                                                                               
|Accounts
      Payable and Accrued Expenses                                                             
|Customer
      Deposit                                                                                  
|Notes
      Payable, Current Portion                                                                    
|Total
      Current Liabilities                                                                         
|                                                                                                        
|Long-Term
      Debt                                                                                    
|                                                                                                        
|Total
      Liabilities                                                                                 
|                                                                                                        
|Stockholders'
      Equity                                                                              
|Preferred
      stock; $0.001 par value; 10,000,000 shares authorized; none issued and
      outstanding
|Common
      stock, $0.001 par value;300,000,000 shares authorized;                                     
|118,346,350
      shares issued and outstanding                                                         
|Paid
      in Capital                                                                                   
|Deferred
      Consulting Expenses                                                                      
|Accumulated
      Deficits                                                                              
|Total
      Stockholders' Equity                                                                        
|                                                                                                        
|TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY                                                        



See
notes to interim unaudited financial statements



1

---

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



STATEMENTS
OF OPERATIONS (Unaudited)



|                                                    | For
      three months ended | For
      six months ended
|--------------------------------------------------- | ---------------------------- | --------------------------
|                                                    | June
      30,               | June
      30,            
|                                                    | 2004                         | 2003                      
|Sales:                                              |                              |                           
|Sales
      - products                              | $
      18,643               | $
      15,146            
|Sales
      - services                              | 145,339                      | 93,595                    
|Total
      Sales                                   | 163,982                      | 108,741                   
|                                                    |                              |                           
|Cost
      of Sales                                 |                              |                           
|Cost
      of products                              | 42,532                       | 97,904                    
|Cost
      of services                              | 61,063                       | 32,520                    
|Total
      Costs of Sales                          | 103,595                      | 130,424                   
|                                                    |                              |                           
|Gross
      Profit (Deficit)                        | 60,387                       | (21,683)                  
|                                                    |                              |                           
|Selling,
      general and administrative expenses  | 68,479                       | 28,385                    
|                                                    |                              |                           
|Operating
      income (loss)                       | (8,092)                      | (50,068)                  
|                                                    |                              |                           
|Other
      income (expenses):                      |                              |                           
|Interest
      and other income                     | 2,851                        | -                         
|Interest
      expense                              | (781)                        | (1,291)                   
|Total
      other income (expenses)                 | 2,070                        | (1,291)                   
|                                                    |                              |                           
|Net
      income (loss) before income taxes         | (6,022)                      | (51,359)                  
|                                                    |                              |                           
|Provision
      for taxes                           | 800                          | 800                       
|                                                    |                              |                           
|Net
      income (loss)                             | $
      (6,822)              | $
      (52,159)          
|                                                    |                              |                           
|Net
      income (loss) per share-basic and diluted | $
      (0.00)               | $
      (0.01)            
|                                                    |                              |                           
|Weighted
      Average Number of Shares             | 88,719,733                   | 9,866,500                 



See
notes to interim unaudited financial statements



2

---

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



STTEMENTS
OF CASH FLOWS



|For
      the six months ended June 30,                                 | 2004           | 2003            
|----------------------------------------------------------------------- | -------------- | ----------------
|CASH
      FLOW FROM OPERATING ACTIVITIES                               |                |                 
|Net
      Income (loss)                                                 | $
      27,609 | $
      (59,368)
|Adjustments
      to reoncile net income (loss) to net cash provided by |                |                 
|(used
      in) operating activities:                                   |                |                 
|Depreciation                                                            | 410            | 719             
|(Increase)
      Decrease in:                                           |                |                 
|Accounts
      Receivable                                               | 1,058          | 24,867          
|Inventory                                                               | 10,031         | -               
|Increase
      (Decrease) in:                                           |                |                 
|Accounts
      Payable and Accrued Expenses                             | (3,006)        | (10,536)        
|Customer
      Deposit                                                  | (30,194)       | 32,630          
|Net
      cash flows provided by (used in) operating activities         | 5,908          | (11,688)        
|                                                                        |                |                 
|CASH
      FLOW FROM INVESTING ACTIVITIES                               | -              | -               
|                                                                        |                |                 
|CASH
      FLOW FROM FINANCING ACTIVITIES                               |                |                 
|Cash
      overdraft                                                    | -              | 3,233           
|Payments
      on Notes Payable                                         | (460)          | (984)           
|Shareholders'
      Distribution                                        | (10,800)       | (3,713)         
|Net
      cash flows (used in) financing activities                     | (11,260)       | (1,464)         
|                                                                        |                |                 
|NET
      (DECREASE) IN CASH                                            | (5,352)        | (13,152)        
|                                                                        |                |                 
|CASH
      AT BEGINNING OF PERIOD                                       | 11,615         | 13,152          
|                                                                        |                |                 
|CASH
      AT END OF PERIOD                                             | $
      6,263  | $
      0       
|                                                                        |                |                 
|Supplemental
      Disclosure of Cash Flow Information:                 |                |                 
|Interest
      Paid                                                     | 2,017          | 2,587           
|Income
      Taxes Paid                                                 | 800            | 800             
|                                                                        |                |                 
|Noncash
      Investing and Financing Activities:                       |                |                 
|Property
      and equipment adjustment                                 | 253,062        | -               
|Issuance
      of common stocks for deferred consulting expenses        | 6,468,000      | -               



See
notes to interim unaudited financial statements



3

---

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



Nature
of Business: MotivNation, Inc. (f/k/a Aberdeen Mining Company, "the
Company") was incorporated on April 26, 1946, under the laws of the State
of Idaho. The Company was organized to explore for, acquire and develop mineral
properties in the State of Idaho. The initial and subsequent efforts in the
acquisition, exploration and development of potentially viable and commercial
mineral properties were unsuccessful. The Company has since ceased its mining
business.



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



On
May 11, 2004, the Company completed a "reverse acquisition"
transaction with Damon's Motorcycle Creations, Inc. ("DAMON"), from
which the Company acquired substantially all the assets and assumed
substantially all the liabilities of DAMON, in consideration for the issuance of
a majority of the Company's shares of common stock. The reverse acquisition was
completed pursuant to the Asset Purchase Agreement, dated as of May 11, 2004.
Concurrent with the closing of the reverse acquisition, DAMON agreed to transfer
4,500,000 of the 88,879,850 shares it acquired from the Company to a creditor in
exchange for the cancellation of the trade debt and as payment for ongoing
consultant services by such creditor. For accounting purposes, DAMON is the
acquirer in the reverse acquisition transaction, and consequently the assets and
liabilities and the historical operations reflected in the financial statements
are those of DAMON and are recorded at the historical cost basis of DAMON. All
shares and per share data prior to the acquisition have been restated to reflect
the stock issuance as a recapitalization of DAMON. Since the reverse acquisition
transaction is in substance a recapitalization of the Company and is not a
business combination, pro forma information is not presented. Such pro forma
statements of operations would be substantially identical to the historical
statements of operations of the Company, which are presented in the accompanying
statements of operations.



Following
the acquisition, the Company changed its name to MotivNation, Inc. and shifted
its emphasis in the business of customizing motorcycles and automobiles for
individuals and performing custom parts and accessories for independent dealers
and manufacturers. The Company provides a full range of services that cater to
the custom motorcycle and automotive enthusiast, including the sale, manufacture
and installation of custom-built motorcycle and auto parts and accessories, and
the restoration, repair and servicing of motorcycles and custom automobiles. The
Company also specializes in custom paint work for automotive parts, accessories
and related apparel.



Presentation
of Interim Information: The financial information at June 30, 2004 and for
the three and six months ended June 30, 2004 and 2003 are unaudited but includes
all adjustments (consisting only of normal recurring adjustments) that the
Company considers necessary for a fair presentation of the financial information
set forth herein, in accordance with accounting principles generally accepted in
the United States of America ("U.S. GAAP") for interim financial
information, and with the instructions to Form 10-QSB. Accordingly, such
information does not include all of the information and footnotes required by
U.S. GAAP for annual financial statements. For further information refer to the
Financial Statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003 and with the
historical financial statements of DAMON included in the 8-K report.



The
results for the three and six months ended June 30, 2004 may not be indicative
of results for the year ending December 31, 2004 or any future periods.



Net
Loss Per Share Basic net loss per share includes no dilution and is computed
by dividing net loss available to common stockholders by the weighted average
number of common stock outstanding for the period. Diluted net loss per share
does not differ from basic net loss per share due to the lack of dilutive items
in the Company.

4

---

NOTE 2
- BUSINESS ACQUISITION



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



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



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



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



Supplemental
Information for Aberdeen Mining Company:



Summary
Balance Sheets



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





Stockholders'
Equity



|Stockholders'
      Equity (Deficit):                       | May
      11, 2004 | December
      31, 2003
|----------------------------------------------------------- | ------------------ | -----------------------
|Preferred
      stock, $0.001 par value; 100,000,000 shares |                    |                        
|authorized;
      none issued and outstanding               | $
      -          | $
      -              
|Common
      stock, $0.001 par value; 300,000,000 shares    |                    |                        
|authorized;9,866,500
      shares issued and outstanding    | 9,867              | 9,867                  
|Additional
      paid-in capital                            | 911,881            | 911,881                
|Accumulated
      deficit                                   | (931,622)          | (888,457)              
|                                                            |                    |                        
|Total
      stockholders' equity (deficit)                  | $
      (9,874)    | $
      33,291         



5

---

Summary
Statements of Operations



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



NOTE 3
- BALANCE SHEET DETAILS



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



|Inventory                                   |                
|------------------------------------------- | ---------------
|Paint
      materials                       | $
      173,395
|Mechanical
      materials                  | 15,493         
|Body
      shop materials                   | 59,123         
|Total                                       | $
      248,011
|Accounts
      payable and accrued expenses |                
|Accounts
      payable                      | $
      23,172 
|Accrued
      payroll and related taxes     | 5,806          
|Credit
      cards payable                  | 19,445         
|Others                                      | 1,858          
|Total                                       | $
      50,281 



NOTE 4
- NET LOSS PER SHARE



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



|                                                | For
      three months ended | For
      six months ended
|----------------------------------------------- | ---------------------------- | --------------------------
|                                                | June
      30,               | June
      30,            
|                                                | 2004                         | 2003                      
|Numerator:                                      |                              |                           
|Net
      income (Loss)                         | $
      (6,822)              | $
      (52,159)          
|Denominator:                                    |                              |                           
|Weighted
      Average Number of Shares         | 88,719,733                   | 9,866,500                 
|                                                |                              |                           
|Income
      (loss) per share-Basic and Diluted | $
      (0.00)               | $
      (0.01)            
|                                                |                              |                           
|                                                |                              |                           



6

---

NOTE
5 - BUSINESS CONSULTING



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

1. Gross
      revenues of the Company for a calendar month shall have reached at least
      of $15,000,000.
2. EBITDA
      of the Company for a calendar month shall have reached at least $500,000.
3. Total
      market capitalization of the Company, measured as the current stock price
      (or if there is no stock price, then the value determined on a going
      concern basis) on a particular date multiplied by the number of
      outstanding securities of the Company on a fully diluted basis, including
      all classes of shares and all classes of debt securities, including
      convertible debt securities, shall average $15,000,000 for a period of 30
      consecutive days.

> 

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



NOTE 6
- SEGMENT INFORMATION



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



NOTE
7 - MAJOR CUSTOMERS



For
three months ended June 30, 2004 and 2003, a major customer comprised of $31,000
and $34,000 or 18.9% and 31.3%, respectively, of the Company's sales.



For
six months ended June 30, 2004 and 2003, a major customer comprised of $95,000
and $91,000 or 28.2 % and 43.3%, respectively, of the Company's sales.



NOTE 8 -GUARANTEES



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



The
terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of June 30, 2004.



7

---

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



Overview



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



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



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



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

8

---

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



Our
Business



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



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



The
services we provide vary based on the client type.

- Products
        and services provided to individual retail clients are sold directly to
        our retail clients and include restoration work, finish and paint for
        motorcycles and automobiles as well as signature paint and design
        applied to non automotive personal property.
- Products
        and services for independent dealers are sold directly to dealers and
        include custom and signature finish and design work on a dealer's own
        restoration or manufactured work. Dealer products and services also
        include consultative work in the preparation of signature paint blends,
        techniques and design advice related to the dealer's own project.
- Products
        and services for original equipment manufacturers include signature
        design and fabrication for manufactured parts and accessories which are
        part of a "designer" or "signature" series of
        products or design themes. These products and services are sold directly
        to the original equipment manufacturer.

Our
manufacturing operations consist of in-house production of certain components
and parts, assembly and finishing of components, painting and assembly of
motorcycles and automobiles and conducting quality control, including
performance testing of finished products under running conditions. The custom
design, fabrication, finish and paint processes are moved into and out of each
aspect of the manufacturing process. The company performs these operations in
various locations as required by the process and plans to add or reduce
manufacturing and operating floor space as require by the demands of the flow of
business.



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



9

---

Results
of Operations



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



Revenues



We had total revenues of $163,982 and $108,741 for the
three month period ended June 30, 2004, and 2003 respectively. The increase in
revenue of $55,241was primarily due to the increased work related to our custom
paint production for Kawasaki. The company will continue to focus on expanding
its custom paint production with Kawasaki and additional large manufacturers. In
addition, we have one major unrelated customer, Kawasaki, which represented
approximately 18.9% of our total revenues for the three months ended June 30,
2004. Our dependence on this key customer means that the loss of this key
customers or any reduction in its work orders would materially reduce our
revenues. We expect that sales of our services to this key customer will
continue to contribute materially to our revenues in the foreseeable future.



Cost of Sales



We incurred total costs of $103,595 and $130,424
for the three month period ended June 30, 2004, and 2003, respectively. The
decrease in our cost of sales of $26,829 is primarily attributable to the
increase in custom paint production. Our custom paint production parts are
provided by the manufacturer, and we have fixed costs of paint materials and
labor. As a result, our total cost of sales burden has decreased due to the cost
of parts burden placed on the manufacturer.



Operating Expenses



Selling,
general and administrative expenses for the three month period ended June 30,
2004 and 2003 were $68,479and $28,385, respectively. The increase in expenses of
$40,094 was primarily attributable to higher rent and storage expense of
approximately $14,000 resulting from the lease of additional expansion space as
well as overall rent increases. In addition we incurred approximately $17,000 in
accrued lawyer and audit expenses resulting from the asset purchase of Damon's
Motorcycle Creations, Inc. Increases in accounting and tax service expenses, and
telephone expenses of approximately $7,000 and $2,200, respectively, also
contributed to the increase in our selling, general and administrative expenses.
These increases were slightly offset from decreases in vehicle expenses of
approximately $4,000.



Net Income



Our net loss for the three months ended June 30, 2004 was $6,022 as compared
to a net loss of $52,159 for the comparative period in 2003. Our decrease in net
loss is primarily attributed to the company's focus on custom paint production
which has greater profit efficiency.



Six
Months Ended June 30, 2004 Compared with Six Months Ended June 30,
2003



Revenues



We had total revenues of $336,577 and $210,072 for the
six month period ended June 30, 2004, and 2003 respectively. The increase in
revenue of $126,505 was primarily due to our increase in custom paint production
for Kawasaki.In addition, we have one major unrelated customer,
Kawasaki, which represented approximately 28.2% of our total revenues for the
six months ended June 30, 2004. Our dependence on this key customer means that
the loss of this key customers or any reduction in its work orders would
materially reduce our revenues. We expect that sales of our services to this key
customer will continue to contribute materially to our revenues in the
foreseeable future.



Cost of Sales



We incurred total costs of $185,737 and $192,649
for the six month period ended June 30, 2004, and 2003 respectively. The
decrease in our cost of sales of $6,912 was primarily attributable to the
increase in custom paint production. Our custom paint production parts are
provided by the manufacturer, and we have fixed costs of paint materials and
labor. As a result, our total cost of sales has decreased due to the cost of
parts burden placed on the manufacturer.



10

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Operating Expenses



Selling,
general and administrative expenses for the six month period ended June 30, 2004
and 2003 were $123,265 and $73,404, respectively. The increase in expenses of
$49,861 was primarily attributable to a cumulative increase of approximately
$22,500 in rent expense and rent storage due to greater amounts of parts and
expansion. In addition added salary expense and payroll tax expense increased
due to the increase workload from the custom paint production. In addition we
incurred approximately $17,000 in accrued lawyer and audit expenses resulting
from the asset purchase of Damon's Motorcycle Inc. Increases in accounting and
tax services and telephone expenses of approximately $5,200 and $3,200,
respectively, also contributed to our increases in operating expenses. These
increases were slightly offset from decreases in vehicle expenses of
approximately $3,700.



Net Income



Our net income for the six months ended June 30, 2004 was $28,409, as
compared to a net loss of $58,568 for the comparative period in 2003. Our
increase in net income is primarily attributed to company's focus on custom
paint production and the greater profit efficiency resulting from that part of
the business.



Liquidity
and Capital Resources



Historically, we have financed our operations
through cash generated from the sale of equity securities and debt financing, as
well as increased in timing of payments for accounts payable. At June 30, 2004,
we had a working capital of $174,270, resulting primarily from the company's
large stock of paint materials in inventory, and limiting our use of debt.



Net
cash provided by operating activities was $5,908 for the second quarter of 2004
and resulted primarily from a decrease in customer deposits of $30,194, and an
increase in inventory of $10,031.



Net
cash provided in investing activities was zero for the second quarter of 2004.



Net
cash from financing activities was a negative $11,260 for the second quarter of
2004 and resulted primarily from a shareholder distribution of $10,800.



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



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.



11

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



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



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



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



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



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



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



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



Risks
and Uncertainties



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



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



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



12

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



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



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



To
successfully execute our current strategy, we will need to improve our working
capital position. The report of our independent auditors accompanying our
financial statements for the year ended December 31, 2003 and the notes to our
unaudited financial statements for the three months ended March 31, 2004,
however, includes an explanatory paragraph indicating there is a substantial
doubt about the Company's ability to continue as a going concern due to
recurring losses. We plan to overcome the circumstances that impact our ability
to remain a going concern through a combination of increased revenues and
decreased costs, with interim cash flow deficiencies being addressed through
additional debt and/or equity financing. There can be no assurances that these
plans will be successful.



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



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

- our ability to distribute, sell and market our services and products;
- our ability to develop and offer new services and products;
- the performance of our motorcycle and automotive products and accessories;
- the significant and ongoing funds needed to achieve our production,
    marketing and sales objectives;
- the appeal of our services and products to consumers;
- our ability to generate adequate revenue to support our operations;
- our ability to maintain positive cash flow resulting from extended periods
    of monetary responsibility in the form of labor for extensive custom works
    in progress;
- the loss or injury of our principal design or technical staff; and
- changes in environmental regulation and enforcement
    relating
    to our operations, including those governing VOC emissions.

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

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



13

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



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

- our ability to retain existing customers;
- our ability to attract new customers at a steady rate;
- our ability to maintain customer satisfaction;
- the extent to which our products and services gain market acceptance;
- introductions of products and services by competitors;
- price competition in the markets in which we compete;
- our ability to attract, train, and retain skilled management,
- the amount and timing of operating costs and capital expenditures
          relating to the expansion of our business, operations, and
          infrastructure; and
- general economic conditions and economic conditions specific to the
          aftermarket motorcycle and automotive parts, service and accessories
          industry.

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



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



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



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



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



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



14

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



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



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



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



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



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



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



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



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



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



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.



15

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



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



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



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



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



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



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



Future
Acquisitions May Disrupt Our Business And Deplete Our Financial Resources



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

- 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.

16

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



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

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

> 

ITEM
3. CONTROLS AND PROCEDURES



(a)
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
and Interim Chief Financial Officer have evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15 and
15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this quarterly report (the
"Evaluation Date"). Based on such evaluation, such officers have
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to our Company (including our consolidated subsidiaries)
required to be included in our reports filed or submitted under the Exchange
Act.



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



PART
II



ITEM 1.
LEGAL PROCEEDINGS

None.

ITEM 2.
CHANGES IN SECURITIES

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



17

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



ITEM 3.
DEFAULTS UPON SENIOR SECURITIES



None.



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



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



ITEM 5.
OTHER INFORMATION



None.



ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K



(a)
 Exhibits



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



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



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



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



(b)
 Reports on Form 8K.



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



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



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



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



18

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SIGNATURES



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



|Dated:
August 18, 2004 | MotivNation, Inc.        
|---------------------- | -------------------------
|                       | By: /s/
Thomas Prewitt   
|                       | Thomas
Prewitt, President



19

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|INDEX
      TO EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
      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
      32.1 -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.



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