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 March 31, 2005

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

For the transition period from ______ to ______

Commission file number 000-50048

MOTIVNATION, INC.

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



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

18101 Von Karman
Avenue, Suite 330

Irvine, California
92612

(Address of Principal
Executive Offices)



(888) 258-6458

(Registrant's
telephone number)

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

(1)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 March 31, 2005.

|Common Stock, Par Value
		$0.001 |  | 229,346,350                                      
|-------------------------------- |  | -------------------------------------------------
|                                 |  |                                                  
|Title of Class                   |  | Number of Shares Outstanding as of March 31, 2005

---

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 |  |  | 12 | 
|Controls and Procedures                                |  |  | 21 | 
|Part II                                                |  |  | 21 | 
|Legal
		Proceedings                                    |  |  | 21 | 
|Changes
		in Securities                                |  |  | 21 | 
|Defaults Upon Securities                               |  |  | 21 | 
|Submission to a Vote                                   |  |  | 21 | 
|Other
		Information                                    |  |  | 21 | 
|Exhibits and Reports                                   |  |  | 22 | 
|Signatures                                             |  |  | 23 | 

Exhibits

|Index to Exhibits |  |  | 24 | 
|----------------- |  |  | -- | 
|Exhibits          |  |  | 25 | 

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



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

CONSOLIDATED BALANCE SHEET (Unaudited)

March 31, 2005



|ASSETS                                                           
|-----------------------------------------------------------------
|Current
		Assets                                                 
|Cash                                                             
|Accounts receivable                                              
|Prepaid expenses and other current assets                        
|Inventory                                                        
|Total Current Assets                                             
|                                                                 
|Property and
		equipment, net                                    
|                                                                 
|Goodwill                                                         
|Other assets                                                     
|                                                                 
|TOTAL
		ASSETS                                                   
|                                                                 
|LIABILITIES AND STOCKHOLDERS' EQUITY                             
|Current
		Liabilities                                            
|Accounts payable                                                 
|Accrued liabilities                                              
|Unearned revenue                                                 
|Short-term notes payable to related parties                      
|Current portion of long-term debt                                
|Current portion of capital lease obligations                     
|Total Current Liabilities                                        
|                                                                 
|Long-term
		debt, excluding current portion                      
|Capital lease
		obligations, excluding current portion           
|                                                                 
|Total Liabilities                                                
|                                                                 
|Stockholders'
		Equity                                           
|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;   
|229,346,350 shares issued and outstanding                        
|Paid-in Capital                                                  
|Deferred compensation and expenses                               
|Accumulated deficit                                              
|Total Stockholders' Equity                                       
|                                                                 
|TOTAL
		LIABILITIES AND STOCKHOLDERS' EQUITY                     
|                                                                 

See notes to interim unaudited consolidated financial
statements.

1

---

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

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

|For Three Months ended March 31,                |  | 2005                       |  | 2004                    
|----------------------------------------------- |  | -------------------------- |  | ------------------------
|Sales:                                          |  |                            |  |                         
|Sales - products                                |  | $            
		134,553    |  | $             
		76,109 
|Sales - services                                |  | 791,781                    |  | 96,485                  
|Total sales                                     |  | 926,334                    |  | 172,594                 
|                                                |  |                            |  |                         
|Cost of sales                                   |  |                            |  |                         
|Cost of products                                |  | 116,637                    |  | 18,581                  
|Cost of services                                |  | 616,874                    |  | 63,561                  
|Total costs of sales                            |  | 733,511                    |  | 82,142                  
|                                                |  |                            |  |                         
|Gross profit                                    |  | 192,823                    |  | 90,452                  
|                                                |  |                            |  |                         
|Selling, general
		and administrative Expenses  |  | 296,911                    |  | 54,785                  
|                                                |  |                            |  |                         
|Operating (loss)
		income                       |  | (104,088)                  |  | 35,667                  
|                                                |  |                            |  |                         
|Other
		income(expenses)                        |  |                            |  |                         
|Interest and other income                       |  | 2                          |  | -                       
|Interest and other expense                      |  | (40,708)                   |  | (1,236)                 
|Total other income(expenses)                    |  | (40,706)                   |  | (1,236)                 
|                                                |  |                            |  |                         
|Net (loss)
		income before state franchise tax  |  | (144,794)                  |  | 34,431                  
|                                                |  |                            |  |                         
|State franchise
		tax                           |  | 1,600                      |  | -                       
|                                                |  |                            |  |                         
|Net loss
		(income)                             |  | $          
		(146,394)    |  | $             
		34,431 
|                                                |  |                            |  |                         
|Net (loss)
		income per share-Basic and Diluted |  | $                
		(0.00) |  | $               
		34.43
|                                                |  |                            |  |                         
|Weighted Average
		Number of Shares             |  | 192,346,350                |  | 1,000                   

See notes to interim unaudited consolidated financial statements.

2

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

|                                                               |  |                           |  |                          
|-------------------------------------------------------------- |  | ------------------------- |  | -------------------------
|For Three Months ended March 31,                               |  | 2005                      |  | 2004                     
|CASH FLOW
		FROM OPERATING ACTIVITIES                          |  |                           |  |                          
|Net (loss) income                                              |  | $         
		(146,394)    |  | $          
		34,431     
|Adjustments to reconcile net loss (income) to net cash used in |  |                           |  |                          
|operating activities:                                          |  |                           |  |                          
|Depreciation                                                   |  | 11,802                    |  | 291                      
|Noncash expenses                                               |  | 45,240                    |  | -                        
|(Increase) Decrease in:                                        |  |                           |  |                          
|Accounts receivable                                            |  | 197,136                   |  | -                        
|Inventory                                                      |  | (326,292)                 |  | -                        
|Prepaids and others                                            |  | (53,339)                  |  | -                        
|Increase (Decrease) in:                                        |  |                           |  |                          
|Accounts payable and accrued liabilities                       |  | 31,537                    |  | 3,821                    
|Unearned revenue                                               |  | 196,515                   |  | (39,825)                 
|Net cash
		flows used in provided by operating activities      |  | (43,795)                  |  | (1,282)                  
|                                                               |  |                           |  |                          
|CASH FLOW
		FROM INVESTING ACTIVITIES                          |  |                           |  |                          
|Purchase of property and equipment                             |  | (6,200)                   |  | -                        
|Net cash
		flows used in investing activities                  |  | (6,200)                   |  | -                        
|                                                               |  |                           |  |                          
|CASH FLOW
		FROM FINANCING ACTIVITIES                          |  |                           |  |                          
|Repayment on long-term debt                                    |  | (12,826)                  |  | (412)                    
|Net proceeds from related parties                              |  | 177,698                   |  | -                        
|Shareholder Distribution                                       |  | -                         |  | (9,700)                  
|Net cash
		flows provided by (used in) financing activities    |  | 164,872                   |  | (10,112)                 
|                                                               |  |                           |  |                          
|NET INCREASE
		(DECREASE) IN CASH                              |  | 114,877                   |  | (11,394)                 
|                                                               |  |                           |  |                          
|CASH AT
		BEGINNING OF PERIOD                                  |  | 6,020                     |  | 11,615                   
|                                                               |  |                           |  |                          
|CASH AT END
		OF PERIOD                                        |  | $            
		120,897   |  | $               
		221   
|                                                               |  |                           |  |                          
|Supplemental
		Disclosure of Cash Flow Information:            |  |                           |  |                          
|Interest Paid                                                  |  | $                
		5,074 |  | $            
		1,236    
|Noncash
		Investing and Financing Activities:                  |  |                           |  |                          
|Equipment purchased under capital lease obligations            |  | $                
		4,700 |  | $                    
		-
|Issuance of common shares for:                                 |  |                           |  |                          
|Reduction of accrued liabilities                               |  | $              
		50,000  |  | $                    
		-
|Retirement of related party debt                               |  | 125,000                   |  | -                        
|Deferred compensation                                          |  | 112,500                   |  | -                        
|                                                               |  | $            
		287,500   |  | $                    
		-

See notes to interim unaudited consolidated financial statements.

3

---

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

On October 11, 2004, the Company and its wholly owned
subsidiary, TrixMotive Inc., 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 14,000,000 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, 14,000,000 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.

Following the acquisitions of DAMON, and Moonlight, the
Company ceased prior business operations, but intends to continue in the
motorcycle and automotive industry that DAMON and TrixMotive, are a part of as
well as plan to expand these businesses using the assets acquired. DAMON was in
the business of customizing motorcycles and automobiles for individuals and
performing custom parts and accessories for independent dealers and
manufacturers. TrixMotive is in the business of converting automobile chassis
into stretched limousines and other specialized automotives.

Additionally, these businesses provide 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 motorcycles and auto parts and accessories, as
well as restoration, repair, and servicing. Damon's and TrixMotive, also
specialized in custom paint work for both motorcycles and automobiles while
engaging in the retail sale of aftermarket motorcycle and automotive parts,
accessories, and related apparel.

4

---

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Presentation of Interim Information: The financial
information at March 31, 2005 and for the three months ended March 31, 2005 and
2004 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, 2004
and with the historical financial statements of DAMON included in the 8-K
report.

The results for the three months ended March 31, 2005 may not
be indicative of results for the year ending December 31, 2005 or any future
periods.

Principle of Consolidation and Presentation: The
accompanying consolidated financial statements include the accounts of
MotivNation, Inc. and its subsidiaries after elimination of all intercompany
accounts and transactions. Certain prior period balances have been reclassified
to conform to the current period presentation.

NOTE 2 - GOING CONCERN

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

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

NOTE 3 - BALANCE SHEET DETAILS

The following tables provide details of selected balance sheet items at March
31, 2005:

|Inventory                      |  |  |                
|------------------------------ |  |  | ---------------
|Paint materials                |  |  | $        95,365
|Mechanical materials           |  |  | 42,066         
|Body shop materials            |  |  | 15,003         
|Vehicle Chassis                |  |  | 330,395        
|Total                          |  |  | $      482,829 
|Property and
		Equipment       |  |  |                
|Automobiles                    |  |  | $        44,406
|Furniture and fixtures         |  |  | 47,539         
|Machinery and equipment        |  |  | 306,464        
|Office equipment               |  |  | 2,700          
|                               |  |  | 401,109        
|Less: accumulated depreciation |  |  | (35,411)       
|Total                          |  |  | $      365,698 

5

---

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - BALANCE SHEET DETAILS (Continued)

|Accrued
		Liabilities                   |  |  |                
|--------------------------------------- |  |  | ---------------
|Credit cards payable                    |  |  | $        32,519
|Accrued payroll and related expenses    |  |  | 47,999         
|Accrued insurance                       |  |  | 22,993         
|Accrued interest                        |  |  | 20,597         
|Other accrued liabilities               |  |  | 41,057         
|Total                                   |  |  | $      165,165 
|Unearned Revenue                        |  |  |                
|Customers Deposits                      |  |  | $        85,739
|Billings in excess of cost and earnings |  |  |                
|on uncompleted jobs                     |  |  | 872,195        
|Total                                   |  |  | $      957,934 
|                                        |  |  |                

NOTE 4 - GOODWILL

As of March 31, 2005, the Company had goodwill of $333,242 as
a result of the acquisition of Moonlight Industries, Inc. in October 2004. See
Note 8 for additional information on activities relating to this acquisition.

During the three months ended March 31, 2005, the Company
recorded no impairment charges under Statement of Financial Accounting Standard
No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").

NOTE 5 - INVENTORY LINE OF CREDIT

On December 21, 2004, TrixMotive entered into a Revolving
Line of Credit Inventory Financing Agreement with Infinity Capital Partners,
LLC, a related party, to finance the Company's vehicle inventory chassis up to
$250,000. Interest is payable at 9% for every inventory chassis financed below
$48,000 and at 7% for every inventory chassis financed above $48,000. Principal
and interest is due, no longer than ten weeks, upon the delivery and or final
payment made to the Company for the finished goods. As of March 31, 2005, the
amount drawn against the line was $142,221. The line of credit is secured by the
inventory chassis vehicle title and remains in force until January 31, 2006.

6

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - STOCKHOLDERS' EQUITY

Restricted Stock Agreements

On February 15, 2005, the Board of Directors approved the
issuance of 5,000,000 unregistered shares of the Company's common stock to each
of the three directors and the issuance of 15,000,000 unregistered shares to
each of the two consultants, and entered into a Restricted Stock Agreement with
each of these directors and consultants. Each Restricted Stock Agreement
provides for certain vesting conditions, a lock-up agreement, a first refusal
right of the Company with respect to certain proposed transfers, a drag-along
right of the Company in connection with certain corporate transactions, and a
5-year market stand-off agreement prohibiting transfers for up to 180 days
following the effective date of any registration statement of the Company. If
the director or the consultant does not meet the vesting conditions pursuant to
the Agreement by December 31, 2005, then a pro rata portion of the restricted
shares shall be vested based on the formula provided by the Agreement. All
restricted shares that do not vest as of December 31, 2005 shall be
automatically rescinded and cancelled. Each director or consultant may vote the
stock received to the extent any unvested shares are rescinded and cancelled.
The consideration received by the Company consisted of services rendered to the
Company and the continuing dedication of these directors and consultants to the
Company's business. The shares were valued at $0.0025 per share, or $112,500 of
total.

As of March 31, 2005, 8,337,200 shares were vested and the
Company recognized $20,843 in compensation.

Shares for Debt Agreement

The Board of Directors has also approved the issuance of
10,000,000 unregistered shares of common stock to the Chief Financial Officer,
and entered into a Shares for Debt Agreement with him. The consideration
received by the Company consisted of $50,000 in services rendered by the CFO
during the period from May 11, 2004 through December 31, 2004, and a full
release from any other claims for compensation relating to such period. The
services had been accrued in prior year.

Retirement of a Related Party Debt

The Board has also approved the issuance of 60,000,000
unregistered shares of the Company's common stock to an officer to retire her
debt in the amount of $150,000. As of March 31, 2005, the excess of 10 million
shares over the carrying value of the debt, in the amount of $25,000, are
pending cancellation subject to the approval by the Board of Directors.

Collateral of Line of Credit

The Board of Directors has also approved to issue 6,000,000
unregistered shares of the Company's common stock for the consideration for the
inventory line of credit as disclosed in Note 5. The shares will be held in an
escrow and be released upon either approval from the Company or a default on the
terms from the Company. The Company has an option to buy back the shares at
$0.06 per share within one year. As of March 31, 2005, the shares had been
released and the Company recognized $15,000 in interest expense.

7

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and
diluted net income (loss) per share for the three months ended March 31,

|                                                |  | 2005                   |  | 2004                    
|----------------------------------------------- |  | ---------------------- |  | ------------------------
|Numerator:                                      |  |                        |  |                         
|Net
		(loss) income                             |  | $       (146,394)      |  | $             
		34,431 
|Denominator:                                    |  |                        |  |                         
|Weighted Average Number of Shares               |  | 192,346,350            |  | 1,000                   
|                                                |  |                        |  |                         
|Net (loss)
		income per share-Basic and Diluted |  | $            
		(0.00) |  | $               
		34.43

As the Company incurred net loss for the three ended March
31, 2005, the effect of dilutive securities totaling 308,457 equivalent shares
has been excluded from the calculation of diluted loss per share because their
effect was anti-dilutive. There was no dilutive item for three months ended
March 31, 2004.

NOTE 8 - BUSINESS ACQUISITIONS

Damon Motorcycle Creations, Inc.

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                 
|Net
				liabilities assumed   | $     
					(9,874)   

Moonlight Industries, Inc.

On October 11, 2004, the Company acquired substantially of
all assets and liabilities of Moonlight Industries, Inc. ("Moonlight") through
its acquisition subsidiary, TrixMotive, Inc. ("TrixMotive"). The purchase price
for this acquisition was 14,000,000 shares of the Company's common stock,
approximately valued at $0.02375 per share, which is the average price of the
Company's common stock over the five trading days immediately preceding and two
trading days immediately following October 11, 2004. The Company's president and
secretary agreed to return, in the aggregate, 14,000,000 shares of the Company's
common stock held by them to the Company prior to the closing of this
acquisition.

8

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The acquisition was accounted for as purchase transaction
under SFAS No. 141, and accordingly, the tangibles assets acquired were recorded
at their fair value at the date of the acquisition. The results of operations of
Moonlight Industries have been included in the Company's consolidated financial
statements subsequent to the date of acquisition.

The purchase price was approximately $332,500. Direct
transaction costs incurred in connection with the acquisition were immaterial.
The allocation of the purchase price to assets acquired and liabilities assumed
is presented in the table that follows:

|Tangible assets acquired |  | $          
		286,991
|------------------------ |  | ---------------------
|Property and equipment   |  | 148,193              
|Goodwill                 |  | 333,242              
|Liabilities assumed      |  | (435,926)            
|Total purchase price     |  | $          
		332,500
|                         |  |                      



The following summary, prepared on an
unaudited pro forma basis, reflects the condensed consolidated results of
operations for the three months ended March 31, 2004 assuming Moonlight had been
acquired at the beginning of the period presented:



|                                     |  |                                   | 2004                          
|------------------------------------ |  | --------------------------------- | ------------------------------
|Net revenue                          |  |                                   | $                   
		898,449
|Net income                           |  |                                   | $                   
		207,019
|Basic and diluted earnings per share |  | $                         
		0.00

NOTE 9 - CHANGE OF OFFICERS

On February 15, 2005, the Board of Directors approved the
removal of both officers from the Company and the election of George R. Lefevre
to the position of Chief Executive Officer and President of the Company, Jay
Isco to the position of Chief Financial Officer and Secretary of the Company,
and Leslie A. McPhail to the position of Chief Operating Officer of the Company.

NOTE 10 - MAJOR CUSTOMERS

For the three months ended March 31, 2005, two major
customers comprised of $363,318 or 39.2% of the Company's consolidated sales.

For the three months ended March 31, 2004, a major customer
comprised of $64,000 or 37.0% of the Company's consolidated sales.

9

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - GUARANTEES AND PRODUCT WARRANTIES

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

The terms of such obligations vary. Generally, a maximum
obligation is not explicitly stated. Because the obligated amounts of these
types of agreements often are not explicitly stated, the overall maximum amount
of the obligations cannot be reasonably estimated. Historically, the Company has
not been obligated to make significant payments for these obligations, and no
liabilities have been recorded for these obligations on its consolidated balance
sheet as of March 31, 2005.

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 the first quarter of 2005 and 2004:

|As of March 31,           |  | 2005                 |  | 2004                     
|------------------------- |  | -------------------- |  | -------------------------
|Beginning
		Balance       |  | $          
		14,173 |  | $                    
		-
|Provision of
		warranties |  | 2,803                |  | -                        
|Utilization of reserve    |  | (2,803)              |  | -                        
|Ending Balance            |  | $          
		14,173 |  | $                    
		-

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

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

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Intersegment transactions: Intersegment transactions are
recorded at cost.

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

|                                               |  |          | March 31,                |                           
|---------------------------------------------- |  | -------- | ------------------------ | --------------------------
|                                               |  |          | 2005                     | 2004                      
|Net Revenue:                                   |  |          |                          |                           
|Custom Motorcycle                              |  |          | $             
		143,506 | $             
		172,594  
|Custom Automotive                              |  |          | 782,828                  | -                         
|Total Net Revenue                              |  |          | $             
		926,334 | $             
		172,594  
|Operating Loss
		(Income):                     |  |          |                          |                           
|Custom Motorcycle                              |  |          | $            
		(12,684) | $               
		35,667 
|Custom Automotive                              |  |          | (57,563)                 | -                         
|Operating (loss) income by reportable segments |  | (70,247) | 35,667                  
|All other operating loss                       |  |          | (33,841)                 | -                         
|Consolidated operating (loss) income           |  |          | $          
		(104,088)  | $               
		35,667 
|Net (Loss)
		Income before tax:                |  |          |                          |                           
|Custom Motorcycle                              |  |          | $            
		(14,579) | $               
		34,431 
|Custom Automotive                              |  |          | (79,902)                 | -                         
|Net (loss)
		income by reportable segments     |  |          | (94,481)                 | 34,431                    
|All other net loss                             |  |          | (50,313)                 | -                         
|Consolidated net (loss) income before Tax      |  |          | $           
		(144,794) | $                
		34,431



|                    |  | At March 31, |  |          
|------------------- |  | ------------ |  | ---------
|Total Assets:       |  | 2005         |  | 2004     
|Custom
		Motorcycle |  | $ 322,508    |  | $ 139,253
|Custom
		Automotive |  | 1,295,711    |  | -        
|                    |  | 1,618,219    |  | 139,253  
|All other segments  |  | 333,688      |  | -        
|Consolidated assets |  | $ 1,951,907  |  | $ 139,253

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ITEM 2

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

Disclaimer Regarding Forward Looking Statements

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

Overview

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

12

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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.

On October 11, 2004, MotivNation, Inc. and its wholly owned
subsidiary, TrixMotive Inc., a Nevada corporation, entered into an Asset
Purchase Agreement with Moonlight Industries, Inc., a California corporation, to
acquire certain assets and liabilities. According to the terms of the agreement,
we acquired certain assets and liabilities of Moonlight in exchange for
14,000,000 shares of MotivNation common stock that was issued to Moonlight's
sole shareholders, Leslie McPhail and her husband David McPhail. The president
of Moonlight, Leslie A. McPhail, also serves as the Secretary of TrixMotive. Tom
Prewitt and Richard Perez, president and secretary of MotivNation respectively,
agreed to return 14,000,000 shares of MotivNation's common stock held by them
prior to the closing of the acquisition. The company will continue under the
Moonlight brand but will operate under the TrixMotive corporate entity.

Our Business

Following the acquisitions of Damon's, and TrixMotive, we ceased our prior
mining business operations, but we intend to continue in the motorcycle and
automotive industry that Damon's and TrixMotive, are a part of as well as plan
to expand these businesses using the assets we acquired. Damon's was in the
business of customizing motorcycles and automobiles for individuals and
performing custom parts and accessories for independent dealers and
manufacturers. TrixMotive is in the business of converting automobile chassis
into stretched limousines and other specialized automotives.

Additionally, these businesses provide 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 motorcycles and auto parts and accessories, as well as restoration,
repair, and servicing. Damon's and TrixMotive, also specialized in custom paint
work for both motorcycles and automobiles while engaging in the retail sale of
aftermarket motorcycle and automotive parts, accessories, and related apparel.

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.

13

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

Results of Operations

Quarter Ended March 31, 2005 Compared with Quarter Ended March 31, 2004

Revenues

We had total revenues of $926,334 and $172,594
for the three month period ended March 31, 2005, and 2004 respectively. The
increase in revenue of $753,740 was primarily due to the acquisition of
Moonlight Industries, and the subsequent revenues that are generated from our
TrixMotive division. TrixMotive and Damon's contributed approximately $783,000
and $143,000 respectively. Revenues for Damon's decreased due to the
restructuring of Damon's and the board removal of the former president Thomas
Prewitt from the company. This has had an impact on Damon's business
specifically sales. In addition Damon's is in the process of relocated the
business to a new location.

Cost of Sales

We incurred total costs of $733,511 and $82,142
for the three month period ended March 31, 2005, and 2004, respectively. The
increase in our cost of sales of $651,369 was primarily due to the acquisition
of Moonlight Industries, and the subsequent cost of sales that are generated
from our TrixMotive division. TrixMotive and Damon's contributed approximately
$651,862 and $81,649 respectively. Damon's decrease in costs is directly related
to the decrease in revenues.

Operating Expenses

Selling, general and administrative expenses for the three month period ended
March 31, 2005 and 2004 were $296,911 and $54,785, respectively. The increase in
expenses of $242,126 was principally due to the acquisition of Moonlight
Industries, and the respective expenses incurred by our TrixMotive division. The
expenses incurred by the company that primarily attributed to total operating
expenses were Rent and Insurance expense of approximately $69,000 and $37,000
respectively. Rent expense is the largest expense due to the large amount of
production and storage space necessary to accommodate our business operation.
Insurance expense covers the company's workers compensation and general
liability. Other expenses include Staff Payroll and Advertising expense of
approximately $33,000 and $20,000 respectively. Staff payroll are employees that
are not involved in labor production and advertising expense is composed of
trade shows, and ads. Accounting and Consulting expense of $10,000 and $14,000
respectively also contributed to the increase in SG&A.

Net Loss

Our net loss for the three months ended March 31, 2005 was $146,394 as
compared to a net income of $34,431 for the comparative period in 2004. 
Our net loss is primarily attributed to the company's increase in operating
expenses due to the expansion of our business through our acquisition, and the
additional direct costs related to maintaining a public entity.

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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 March 31, 2005, we had a working deficit of
$379,203 resulting primarily from the company's large unearned revenue.

Net cash provided by operating activities was a negative $43,795 for the
first quarter of 2004 which resulted primarily from the increase in inventory of
$326,292 and an increase in prepaid expenses of $53,339. An offset to this was a
decrease in Accounts Receivable and Unearned Revenues of $197,136 and $196,515
respectively.

Net cash provided in investing activities was a negative $6,200 which was
primarily due to the purchase of equipment.

Net cash from financing activities was $164,872 for the first quarter of 2005
and resulted primarily from cash provided from related parties of $177,698. This
was slightly offset by repayments of long-term debt of $12,826.

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



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.

15

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

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

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

Risks and Uncertainties

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

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

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

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

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

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, 2004 and the notes to
our unaudited financial statements for the three months ended March 31, 2005,
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:

16

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- 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.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

19

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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.

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.

20

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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 February 15, 2005, the Company entered into a Restricted Stock Agreement
with each of the following directors: Mark Absher, David Psachie, and Richard
Holt. The agreement held that the company would issue 5,000,000 restricted
shares to each director, in exchange for the services provided by each director.

On February 14, 2005, the Company entered into a Restricted Stock Agreement
with each of two consultants: George Lefevre, and Scott Absher. In consideration
for extraordinary services rendered by the Consultants to the Company and the
continuing dedication of the Consultants to the Company and its business, we
have issued 15,000,000 restricted shares to each George Lefevre, and Scott
Absher.

On February 15, 2005, the Company entered into Shares for Debt Agreement with
each Jay Isco, the CFO, and Secretary of MotivNation, and Leslie McPhail the
Chief Operating Officer together with her husband David McPhail ("McPhail's").
The company issued 10,000,000 and 60,000,000 restricted shares to Jay Isco and
the McPhail's respectively, pursuant to the terms described in the Shares for
Debt Agreements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

21

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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

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

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

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

(b)  Reports on Form 8K.

On January 5, 2005, 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 Moonlight
Industries. (Items 1.01, 3.02, and 9.01).

On February 17, 2005, we filed a Form 8-K with the Securities and Exchange
Commission, or the Commission announcing the election of David Psachie to the
MotivNation Board of Directors. (Item 5.02)

On February 23, 2005 we filed a Form 8-K with the Securities and Exchange
Commission, or the Commission announcing that the board of Directors removed and
elected officers of MotivNation, Inc. In addition the company entered into
material definitive agreements with Directors, Officers and Consultants issuing
unregistered shares. (Items 1.01, 3.03, 5.02, and 9.01)

22

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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:June 23, 2005                                                                                                        
MotivNation, Inc.

By: /s/ George Lefevre

George Lefevre CEO



23

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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. | 25
		
		26
		
		27
		
		
		28
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |