SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
        10-KSB/A**


**Amendment
        I**





x  ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      fiscal year ended December
      31, 2005





o  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





Commission
      File Number 000-50048





**MOTIVNATION,
      INC.**


(Name
      of
      small business issuer in its charter)





**Nevada**
            
            **82-6008492**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)18101
                Von Karman Avenue, Suite 330Irvine,
                California
            
            **92612**(Address
                of principal executive offices)
            
            (zip
                code)





Issuer's
      telephone number including area code: **(888)
      258-6458**





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 par value


(Title
      if
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 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. Yes x No
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. o










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





The
      issuer’s revenues for its most recent fiscal year ended December 31, 2005 was
      $3,286,523.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and ask price, as of
      December 31, 2005 was approximately $46,489 based on a share value of
      $.79.





The
      number of shares of Common Stock, $0.001 par value, outstanding on December
      31,
      2005 was 2,293,464 shares.





Documents
      Incorporated by Reference





None





Transitional
      Small Business Disclosure Format (check one): Yes o No x





**EXPLANATORY
          NOTE**
  MotivNation,
          Inc. ("MOVT" or the "Company") filed its Annual Report on Form 10-KSB for
          fiscal
          year 2005 (the "Annual Report") with the Securities and Exchange Commission
          (the
          "Commission") on March 31, 2006. On August 30, 2006, the Commission issued
          comments to the Annual Report. This Annual Report on Form 10-KSB/A, Amendment
          No. 1 ("Amendment No. 1") amends the Annual Report to incorporate certain
          revisions that have been made to MOVT’s disclosures and the presentation of
          MOVT’s financial statements, in response to the Commission’s
          comments.
 
 Accordingly,
          changes have been made to the following sections of the Annual
          Report:
  ·
                  Item
                      3. Legal Proceedings.
 ·
                Item
                    6. Management Discussion and Analysis or Plan of
                    Operation.
 
 ·
                Item
                    7. Financial Statements.
 
 Although
          this Form 10-KSB/A contains all of the items required to be included in
          an
          Annual Report on Form 10-KSB, no other information in the original filing
          is
          amended hereby. In addition, pursuant to the rules of the SEC, Item 13
          of Part
          III of the original filing has been amended to contain currently dated
          certifications from the MOVT’s Chief Executive Officer and Principal Financial
          Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act
          of 2002.
          Updated certifications of the Company’s Chief Executive Officer and Principal
          Financial Officer are attached to this Form 10-KSB/A as Exhibits 31 and
          32.
 
 Except
          for the foregoing amended information, this Form 10-KSB/A continues to
          speak as
          of the date of the original filing, and MOVT has not updated the disclosures
          contained herein to reflect events that occurred at a later
          date.


**MOTIVNATION,
      INC.**


**FOR
      THE FISCAL YEAR ENDED**


**December
      31, 2004**





**Index
      to Report**


**on
      Form 10-KSB**





Pages(s)PART
                  I


Item
                  1.
              Description
                  of Business.
              2Item
                  2.
              Description
                  of Property.
              5Item
                  3.
              Legal
                  Proceedings.
              6Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              7PART II


Item
                  5.
              Market
                  for Common Equity and Related Stockholder Matters.
              7Item
                  6.
              Plan
                  of Operation.
              10Item
                  7.
              Financial
                  Statements.
              21Item
                  8.
              Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure.
              22Item
                  8A.
              Controls
                  and Procedures.
              22Item
                  8B.
              Other
                  Information.
              22PART III


Item
                  9.
              Directors
                  and Executive Officers, Promoters and Control Persons; Compliance
                  with
                  Section 16(a) of the Exchange Act.
              22Item
                  10.
              Executive
                  Compensation.
              26Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              27Item
                  12.
              Certain
                  Relationships and Related Transactions.
              28Item
                  13.
              Exhibits.
              28Item
                  14.
              Principal
                  Accountant Fees and Services
              29







FORWARD-LOOKING
      STATEMENTS





This
      document contains “forward-looking statements” within the meaning of the Private
      Securities Litigation Reform Act of 1995. All statements other than statements
      of historical fact are “forward-looking statements” for purposes of federal and
      state securities laws, including, but not limited to, any projections of
      earnings, revenue or other financial items; any statements of the plans,
      strategies and objections of management for future operations; any statements
      concerning proposed new services or developments; any statements regarding
      future economic conditions or performance; any statements or belief; and any
      statements of assumptions underlying any of the foregoing.





Forward-looking
      statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
      forward-looking statements present our estimates and assumptions only as of
      the
      date of this report. Except for our ongoing securities laws, we do not intend,
      and undertake no obligation, to update any forward-looking
      statement.





Although
      we believe that the expectations reflected in any of our forward-looking
      statements are reasonable, actual results could differ materially from those
      projected or assumed in any or our forward-looking statements. Our future
      financial condition and results of operations, as well as any forward-looking
      statements, are subject to change and inherent risks and uncertainties. The
      factors impacting these risks and uncertainties include, but are not limited
      to:





·
            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.





Actual
      future performance and results could differ from that contained in or suggested
      by these forward-looking statements as a result of factors set forth in this
      Form 10-KSB (including those sections hereof incorporated by reference from
      other filings with the Securities and Exchange Commission), in particular as
      set
      forth in the "Management’s Discussion and Analysis" under Item 6.





In
      this
      filing references to “MotivNation,” “Company,” “we,” “our,” and/or “us,” refers
      to MotivNation, Inc.





1




**PART
      I**





**ITEM
      1.**  **DESCRIPTION
      OF BUSINESS**





**(a)
      Business Development**





We
      were
      incorporated on April 26, 1946, under the laws of the State of Idaho for the
      purpose of exploring, acquiring and developing mineral properties in the 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 with our wholly-owned Nevada subsidiary and changed our corporate
      domicile from the State of Idaho to the State of Nevada. We also changed our
      corporate name from Aberdeen Idaho Mining Company to Aberdeen Mining Company.





On
      March
      8, 2004, pursuant to the terms of the Asset Purchase Agreement dated February
      26, 2004, we acquired substantially all of the assets and liabilities of C&M
      Transportation, Inc., a Kansas corporation whose sole shareholder was Velocity
      Holdings, Inc. In the agreement we acquired substantially all of the assets
      and
      liabilities of C&M in exchange for the issuance and delivery to C&M of
      888,799 (post-split) shares of our common stock.





Due
      to
      subsequent events after the closing of the transaction such as the imposition
      of
      a tax lien by the Internal Revenue Service on certain assets of C&M and the
      refusal by First State Bank to further finance the activities of C&M, the
      parties to the Asset Purchase Agreement agreed to unwind and rescind the C&M
      transaction, according to terms and conditions of a Rescission and Mutual
      Release Agreement, dated May 6, 2004.





Shortly
      after the rescission of the C&M transaction, on May 11, 2004 we entered into
      an Asset Purchase Agreement with Damon’s Motorcycle Creations, Inc, a California
      corporation. According to the terms of the agreement we acquired substantially
      all of the assets and liabilities of Damon’s in exchange for 888,799
      (post-split) shares of our common stock that we issued to Damon’s sole
      shareholders, Thomas Prewitt and Richard Perez. The shares issued are restricted
      stock and bear a restrictive legend. As a result of the transaction, Mr. Prewitt
      and Mr. Perez together obtained indirect control of the Company through Damon’s
      ownership of a majority of our issued and outstanding shares.





On
      June
      25, 2004, we changed our corporate name to “MotivNation, Inc.” by filing an
      amendment to our Articles of Incorporation with the Nevada Secretary of State.
      We feel the name is more indicative of our new line of business and is more
      identifiable.





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 140,000 (post-split) 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
      140,000 (post-split) 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.





2





**(b)
      Business of Issuer**





Following
      the acquisitions of Damon’s, and TrixMotive, we ceased our prior 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.





**Principal
      Products or Services**





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





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




3





**Competition**





The
      market for our products and services are highly competitive and there are no
      substantial barriers to entry. There are a lot of competitors in this industry
      but our main ones are: Arlen Ness, West Coast Choppers, Chip Foose, Orange
      Coast
      Choppers, Rock & Roll Custom Paintwork, Al Martinez Paint and Body, Coastal
      Limousines, Pinnacle Limousine, Coach Industries Group, and Royal Coach by
      Victor. We expect that competition will intensify and new competitors may enter
      the market with the growing trends of custom motorcycles and automobiles, which
      may result in a reduction in profit margins on our products and services.





**Sources
      of Materials and Suppliers**





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 contracts since material and parts cost are not the
      most significant factor to the cost of our completed work.





**Dependence
      on One or More Customers**





One
      customer accounted for approximately $967,065 or 32.5% of the Customized
      Automotive segment revenues for the year ended December 31, 2005. Three
      customers accounted for approximately $219,950 or 43.6% of the Customized
      Automotive segment revenues for the year ended December 31, 2004. A major
      customer accounted for approximately $52,440 and $161,635 or 17% and 25.6%
      of
      the Customized Motorcycle segment revenues for the year ended December 31,
      2005
      and 2004, respectively.





**Intellectual
      Property**





We
      have
      not filed for any patents or trademarks, and we have no license agreements.
      We
      are not a licensed Harley-Davidson dealer, as we do not sell new Harley-Davidson
      motorcycles. Although we believe we have obtained common law rights outside
      that
      of the United States Patent and Trademark Office through the use of the name
      “Damon’s Motorcycle Creations”, “Moonlight Industries”, “MotivNation”, and
“TrixMotive”, in connection with our business, our failure to obtain proprietary
      protection in the future for the use of the name could negatively impact our
      operations.





**Government
      Regulations**




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 Heal Administrations
      (“OSHA”), and regulations governing the disposal of oil, grease, tires,
      batteries, and the prevention of pollution. Although we believe we are in
      compliance with all of these agencies and government regulations, our failure
      to
      comply with such regulations could result in the termination of our operations,
      impositions of fines, or liabilities in excess of our capital resources. In
      addition, any changes in the laws or regulations imposed on us could
      significantly increase our costs of doing business and could have a negative
      impact on our business.




4





**Personnel**





As
      of
      March 31, 2006 we had 31 full-time employees, including 27 in production staff
      and 4 in sales and administration. Management believes our future success will
      depend in large part upon our ability to attract and retain qualified employees.
      We have no collective bargaining agreements with our employees and believe
      our
      relations with our employees are good.





**(c)
      Reports to Security Holders**





We
      file
      annual, quarterly and special reports and other information with the SEC that
      can be inspected and copied at the public reference facility maintained by
      the
      SEC at 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549. Information
      regarding the public reference facilities may be obtained from the SEC by
      telephoning 1-800-SEC-0030. Our filings are also available through the SEC’s
      Electronic Date Gathering Analysis and Retrieval System which is publicly
      available through the SEC’s website (www.sec.gov). Copies of such materials may
      also be obtained by mail from the public reference section of the SEC at 450
      Fifth Street, N.W., Washington D.C. 20549 at prescribed rates.





We
      have
      filed with the Commission a registration statement on Form SB-2 under the
      Securities Act of 1933, as amended with respect to the securities offered in
      this prospectus. This prospectus does not contain all the information set forth
      in the registration statement, certain parts of which are omitted in accordance
      with the rules and regulations of the SEC. For further information with respect
      to us and the common stock offered in this prospectus, reference is made to
      such
      registration statement, exhibits and schedules. Statements contained in this
      prospectus as to the contents of any contract or other document referred to
      are
      not necessarily complete and in each instance reference is made to the copy
      of
      such contract or other document filed as an exhibit to the registration
      statement, each such statement being qualified in all respects by such
      reference. A copy of the registration statement, including the exhibits and
      schedules can be reviewed through EDGAR.





**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY.**





MotivNation
      maintains its corporate headquarters at 18101 Von Karman Ave. Ste 330, Irvine,
      CA 92612. We lease approximately 1,000 square feet of office space under a
      month
      to month lease. The minimum monthly rental for the premises is approximately
      $1,255, plus standard, ancillary charges, such as property taxes, insurance,
      and
      certain operating expenses applicable to the leased premises.




Damon's
      currently leases 1 unit that is approximately 13,890 square feet of retail,
      service, warehouse, and fenced yard space. The units are located at 1741 E.
      Lambert Road, La Habra, CA 90631. The lease requires a monthly rental payment
      of
      approximately $5,000.




5





TrixMotive
      maintains its primary operations at 14948 Shoemaker Avenue, Santa Fe Springs,
      CA
      90670, and 14946 Shoemaker Avenue Units I, Santa Fe Springs, CA 90670. The
      leases require a collective monthly rental payment of approximately
      $10,000






**ITEM
      3.**  **LEGAL
      PROCEEDINGS.**





We
      may
      from time to time be involved in routine legal matters incidental to our
      business; however, at this point in time we are currently not involved in any
      litigation, nor are we aware of any threatened or impending litigation.





Prior
      to
      our acquisition of the assets of Moonlight Industries a worker’s compensation
      claim had been filed against Moonlight Industries by a former employee. Despite
      the fact that the injury had taken place with an employer that was not Moonlight
      Industries as claim was filed against Moonlight and has been in litigation.
      Moonlight continues to defend against this claim and believes it is without
      merit. Despite the fact that this incident had taken place prior to our
      acquisition on the assets of Moonlight Industries and that we acquired only
      the
      assets and not the liabilities of Moonlight Industries, this worker’s
      compensation claim could become material to the company.




Damon’s
          historically leased four (4) units space in city of Brea, California under
          four
          separate non-cancelable operating lease agreements, which expires through
          November 30, 2007. Damon’s currently does not occupy the spaces. In July, the
          landlord filed claims against Damon’s for the past due rent and charges of all
          units, aggregate of $19,657, and the additional amounts due pursuant to
          the
          remaining terms of the lease agreements. The obligations under the remaining
          terms of the lease agreements are estimated at a total of $89,086. Subsequently,
          Damon’s and the landlord entered into a Surrender Agreement for one unit,
          providing that Damon’s agreed to forfeit a security deposit of $1,568 and to pay
          a sum of $3,822, representing the unpaid charges and rent through the date
          of
          agreement. In return, the landlord agreed to discharge and release Damon’s from
          all obligations under the lease agreement of that unit.
 
 No
          provision for any contingent liabilities has been made in the accompanying
          consolidated financial statements since management cannot predict the outcome
          of
          the claims or estimate the amount of any loss that may result. In addition,
          the
          Company has received an outside legal opinion from an attorney that states
          the
          outstanding liability is not the Company’s as the original lease was signed by
          the previous owners of Damon’s. However, the Company will continue to accrue the
          past due rent of $19,657 in the accompanying financial statements until
          this
          matter is resolved.





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




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




6





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





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




None
      occurred during the 4 th Quarter.





**PART
      II**





**ITEM
      5.**  **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**





**Market
      Information**




We
      have
      been eligible to participate in the OTC Bulletin Board, an electronic quotation
      medium for securities traded outside of the NASDAQ Stock Market, and prices
      for
      our common stock were published on the OTC Bulletin under the trading symbol
      “MOVN” through October 25, 2005, subsequently on October 26, 2005, in
      conjunction with the a one for one-hundred reverse split., our OTC: BB trading
      symbol changed to “MOVT”. The quotations reflect inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions. This market is extremely limited and the prices quoted are not
      a
      reliable indication of the value of our common stock. The following table sets
      forth the quarterly high and low bid prices for our Common Stock during our
      last
      two fiscal years, as reported by a Quarterly Trade and Quote Summary Report
      of
      the OTC Bulletin Board. The quotations reflect inter-dealer prices, without
      retail mark-up, markdown or commission, and may not necessarily represent actual
      transactions.





2005*
            
            2004*High
            
            Low
            
            High
            
            Low1stQuarter
            
            $
            2.30
            
            $
            1.10
            
            $
            35.00
            
            $
            14.002ndQuarter
            
            $
            1.50
            
            $
            0.80
            
            $
            35.00
            
            $
            20.003rdQuarter
            
            $
            1.70
            
            $
            0.10
            
            $
            35.00
            
            $
            2.504thQuarter
            
            $
            3.00
            
            $
            0.05
            
            $
            4.00
            
            $
            0.90





*
      Prices
      have been modified to reflect post split values





**Holders
      of Common Stock**





As
      of
      December 31, 2005, we had approximately 548 stockholders of record of the
      2,293,464 shares outstanding





**Dividends**





We
      have
      never declared or paid dividends on our Common Stock. We intend to follow a
      policy of retaining earnings, if any, to finance the growth of the business
      and
      do not anticipate paying any cash dividends in the foreseeable future. The
      declaration and payment of future dividends on the Common Stock will be the
      sole
      discretion of the Board of Directors and will depend on our profitability and
      financial condition, capital requirements, statutory and contractual
      restrictions, future prospects and other factors deemed relevant.





7




**Transfer
      Agent and Registrar**





MOVT’s
      transfer agent is Fidelity Transfer Company, 1800 S. West Temple, Suite 301 Salt
      Lake
      City, UT 84115





**Securities
      authorized for issuance under equity compensation plans.**





N/A





**Recent
      Sales of Unregistered Securities**





The
      following is a description of all equity securities of the Company sold by
      the
      Company during the period covered by this Annual Report on Form 10-KSB that
      were
      not registered under the Securities Act of 1933 as amended, including registered
      sales made pursuant to Section 4(2) of the Securities Act of 1933, as
      follows:




On
      April
      20, 2004, we and NeoTactix (NTX) entered into a Business Consulting Agreement
      pursuant to which Neotactix agreed to provide certain business consulting
      services to us as specified in the Agreement, In exchange for such services,
      we
      agreed to issue 196,000 (post-split) shares of our common stock. We and NTX
      agree that the compensation shares issued by us to affiliates of NTX shall
      be
      cancelled and returned to us if, prior to October 31, 2005, we have has not
      achieved certain benchmarks pursuant to the Agreement. The agreement was amended
      by the Board of Directors on October 15, 2005 to extend the Agreement to October
      31, 2006.





As
      of
      December 31, 2005, none of the benchmarks have occurred. The services, valued
      at
      $6.47 million, were deferred until the performances commit.





Restricted
      Stock Agreements





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 50,000 (post-split) 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 150,000 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 100,000 (post-split) and 600,000 (post-split) restricted shares
      to Jay Isco and the McPhail’s respectively, pursuant to the terms described in
      the Shares for Debt Agreements.





On
      November 30, 2005 MotivNation issued $300,000 in Convertible Debentures, at
      an
      8% annual interest rate, pursuant to a Securities Purchase Agreement (the
“Agreement”). The convertible debentures can be converted into shares of common
      stock under the following calculation: the Applicable Percentage (as defined
      herein) multiplied by the Market Price (as defined herein). “Market Price” means
      the average of the lowest three (3) Trading Prices (as defined below) for the
      Common Stock during the twenty (20) Trading Day period ending one Trading Day
      prior to the date the Conversion Notice is sent by the Holder to the Borrower
      via facsimile (the “Conversion Date”). “Trading Price” means, for any security
      as of any date, the intraday trading price on the Over-the-Counter Bulletin
      Board (the “OTCBB”) as reported by a reliable reporting service (“Reporting
      Service”) mutually acceptable to Borrower and Holder and hereafter designated by
      Holders of a majority in interest of the Notes and the Borrower or, if the
      OTCBB
      is not the principal trading market for such security, the intraday trading
      price of such security on the principal securities exchange or trading market
      where such security is listed or traded or, if no intraday trading price of
      such
      security is available in any of the foregoing manners, the average of the
      intraday trading prices of any market makers for such security that are listed
      in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price
      cannot be calculated for such security on such date in the manner provided
      above, the Trading Price shall be the fair market value as mutually determined
      by the Borrower and the holders of a majority in interest of the Notes being
      converted for which the calculation of the Trading Price is required in order
      to
      determine the Conversion Price of such Notes. “Trading Day” shall mean any day
      on which the Common Stock is traded for any period on the OTCBB, or on the
      principal securities exchange or other securities market on which the Common
      Stock is then being traded. “Applicable Percentage” shall mean
      50.0%.




8





The
      above
      notes were issued to the following: AJW Partners, LLC a $35,700 secured
      convertible debenture, AJW Qualified Partners, LLC a $97,800 secured convertible
      debenture, New Millennium Capital Partners II, LLC a $4,500 secured convertible
      debenture, and AJW Offshore, LTD a $162,000 secured convertible debenture.





In
      connection with the convertible notes, the following common stock issuable
      upon
      the exercise of warrants at $1.50: 44,625 shares of common stock issuable to
      AJW
      Partners, LLC, 122,250 shares of common stock issuable to AJW Qualified
      Partners, LLC, 6,625 shares of common stock issuable to New Millennium Capital
      Partners II, LLC and 202,500 to AJW Offshore, LTD.





The
      holders of the 8% convertible debentures may not convert its securities into
      shares of MotivNation’s common stock if after the conversion such holder would
      beneficially own over 4.99% of the outstanding shares of MotivNation’s common
      stock. Since the number of shares of MotivNation’s common stock issuable upon
      conversion of the debentures will change based upon fluctuations of the market
      price of MotivNation’s common stock prior to a conversion, the actual number of
      shares of MotivNation’s common stock that will be issued under the debentures
      owned by the holders is based on a reasonable good faith estimate of the maximum
      amount needed.




9




**ITEM
      6.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**





**Overview**





Following
      the acquisitions of Damon’s, and TrixMotive in 2004, we ceased our prior
      business operations. We intend to continue in the motorcycle and automotive
      industry that Damon’s and TrixMotive are a part of as well as expand in those
      markets using the assets we acquired. Damon’s was in the business of customizing
      motorcycles and automobiles for individuals and provided 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.





**Fiscal
      Year 2005 Compared to Fiscal Year 2004**





**Results
      of Operations for the Years Ended December 31, 2005 and 2004
      Compared.**


Year
                      Ended December31, 2005
                  
                  Year
                      Ended December31, 2004Revenues
                  
                  $
                  3,286,523
                  
                  $
                  1,136,447Cost
                      of Revenues
                  
                  
                  2,784,831
                  
                  
                  872,084Gross
                      Profit
                  
                  
                  501,692
                  
                  
                  264,363SG&A
                  
                  
                  1,192,955
                  
                  
                  612,898Loss
                      on disposal of assets
                  
                  
                  113,995Other
                      Expenses
                  
                  
                  662,393
                  
                  
                  25,107Provision
                      for income taxes
                  
                  
                  2,400
                  
                  
                  800Net
                      Loss
                  
                  $
                  1,470,051
                  
                  $
                  374,442





10





**Revenue**




2005
            
            2004
            
            **Increase/(decrease)**
                $For
                the year ended December 31:Revenue
            
            $
            3,286,523
            
            $
            1,136,447
            
            $
            2,150,076





Revenues
      for the year ended December 31, 2005 were $3,286,523 compared to revenues of
      $1,136,447 in the year ended December 31, 2004. This resulted in an increase
      in
      revenues of $2,150,076, approximately 189% from the same period one year ago.
      The increase in revenues was primarily due to a full years worth of recognized
      revenue from TrixMotive, Inc. In addition TrixMotive, Inc. started producing
      their own full conversion builds which includes providing a customer with a
      chassis and conversion.




**Cost
      of Revenues**




2005
            
            2004
            
            **Increase/(decrease)**$For
                the year ended December 31:Cost
                of revenue
            
            $
            2,784,831
            
            $
            872,084
            
            $
            1,912,747





Cost
      of
      revenues for the year ended December 31, 2005 was $2,784,831, an increase of
      $1,912,747 from $872,084 for the same period ended December 31, 2004. The
      increase in cost of revenues of approximately 219% was primarily due to the
      direct costs associated with the increase in revenue compared to last year.
      In
      addition to the fixed cost of purchasing chassis for our full conversion builds.





**General
      and Administrative expenses**




2005
            
            2004
            
            **Increase/****(decrease)**$For
                the year ended December 31:General
                & Administrative expenses
            
            $
            1,192,955
            
            $
            612,898
            
            $
            580,057





General
      and administrative expenses were $1,192,955 for the year ended December 31,
      2005
      versus $612,898 for the year ended December 31, 2004, which resulted in an
      increase of $580,057. G&A expenses consist primarily of salaries and related
      costs for executive, sales, finance and other administrative personnel, and
      the
      cost of facilities and related spending.





The
        increase in expenses was primarily due to recognizing a full years worth
        of
        expenses from the operations of TrixMotive, Inc. and Damon’s Motorcycle
        Creations. As a result a comparison between the year ending 2005 and 2004
        will
        not serve as a true comparison, and will have discrepancies. However, G&A
        expenses for 2005 can be broken down further, and is primarily composed of
        Rent
        and Payroll expense of approximately $243,000 and $292,000. $150,000 of payroll
        expense was accrued officer compensation and in the first quarter of 2006
        was
        exchanged for shares. Other expenses constituting more than 4% of total G&A
        are the following: Insurance (Workers Compensation & General Liability)
        expense of approximately $149,000, Accounting expense of approximately $55,000,
        Consulting Expense of approximately $49,000, and Professional Fees (Legal,
        Stock
        Related, and Employee Leasing) of approximately $58,212.





11





**Other
        Income (Expenses)**




2005
              
              2004
              
              **Increase/(decrease)**
                  $For
                  the year ended December 31:Interest
                  and other income
              
              
              41,620
              
              
              12,705
              
              
              28,915Change
                  in derivative liability
              
              
              4,080
              
              
              -
              
              
              4,080Interest
                  expense
              
              
              (105,352
              )
              
              (9,409
              )
              
              95,943Finance
                  costs
              
              
              (602,741
              )
              
              -
              
              
              602,741Total
                  other income (expenses)
              
              $
              (662,393
              )
              $
              3,296
              
              
              665,689





Other
        expenses increased approximately $ 665,689 from the year ending December
        31,
        2005 compared to the same period in 2004. This was primarily due to increases
        in
        Finance costs and Interest expense of $602,741 and $95,943 respectively.
        Finance
        costs increased primarily due to the Stock Purchase agreement signed on November
        30, 2005. Interest expense increased primarily because of the increase in
        use of
        the credit line to finance in house chassis. In addition loan from officers
        and
        related parties contributed to this increase. This increase was marginally
        offset by increases in interest/other income and a change of derivative
        liability of $28,915 and $4,080 respectively. The increase in interest/other
        income was primarily due to the settlement on payables due to our former
        SEC
        attorneys in the amount of $37,700.





**Net
      Income (Loss)**




2005
              
              2004
              
              **Increase/(decrease)**$For
                  the year ended December 31:Net
                  Income (loss)
              
              $
              (1,470,051
              )
              $
              (324,442
              )
              $
              1,145,609





The
        net
        loss for the year ended December 31, 2005 was $1,470,051, versus a net loss
        of
        $324,442 for the year ended December 31, 2004, an increase in net loss of
        $1,145,609. The increase in net loss was primarily due to the financing costs
        of
        $602,741, which is associated with the Company’s equity financing during the
        4 th Quarter.
        Moreover the increase in the net loss was due to recognizing a full years
        worth
        of revenue and expense from the operations of TrixMotive, Inc. and Damon’s
        Motorcycle Creations. Also during the year Damon’s Motorcycle Creation’s
        relocated to a larger facility, which disrupted output and eliminated some
        of
        the walk in business that was established by being in one location for a
        long
        period of time. In addition TrixMotive participated in multiple trade-show
        events to give exposure to the company. Trade shows are costly when it comes
        to
        building a show car but the company feels that building a name in the industry
        is important for future success.





**LIQUIDITY
      AND CAPITAL RESOURCES**





At
      December 31, 2005, we had a working deficit of $681,002 resulting primarily
      from
      the company’s large Short-term notes payable, Accrued liabilities and trade
      accounts payable.




Net
      cash
      provided by operating activities was a negative $246,478 for the year ending
      December 31, 2005. This resulted primarily from the decrease in unearned revenue
      of $612,052 and an increase in Inventory and prepaid/other assets of $9,317,
      and
      $18,621 respectively. An offset to this was a decrease in Accounts Receivable
      of
      $690,646, and an increase in Accounts payable and accrued liability of $290,957.





Net
      cash
      provided in investing activities for the year ending December 31, 2005 was
      a
      negative $11,694 which was primarily due to the purchase of property and
      equipment.




12





Net
      cash
      from financing activities was $348,738 for the year ending December 31, 2005
      and
      resulted primarily from proceeds from related parties and convertible debt
      of
      $175,086 and $225,000 respectively. This was slightly offset by repayments
      of
      long-term debt and capital lease obligations of $51,348.





Our
          liquidity is dependent on our ability to continue to meet our obligations,
          to
          obtain additional financing as may be required and to obtain and maintain
          profitability. Our management continues to look for ways to reduce operating
          expenses and secure an infusion of capital through either public or private
          investment in order to maintain our liquidity. These steps include increasing
          operating revenues over last year through the growth of the business by
          expanding our product line to offer complete customized vehicles by financing
          our own chassis through our credit line and equity financing. In addition
          the
          company has been looking into, reducing costs by bringing certain projects
          in-house through possible acquisitions, and constantly testing the market
          for
          better pricing on our costs of goods sold. As well as making timely payments
          of
          our obligations, building our stock and debt sources to provide additional
          working capital, and continuing to review our business plan to assure we
          are
          moving the business forward in a cost-effective manner . The company will
          and
          continuing continue to examine the segments of our business that offer
          the most
          profitable opportunity for success and eliminating operations and practices
          which detract from our profitability. During the course of 2005 the company
          has
          taken measures to eliminate our mechanical department and has chosen to
          outsource and subcontract these jobs. This segment of the company’s operations
          proved to be time consuming and costly due to the high labor expense, and
          slow
          productivity.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results or operations, liquidity, capital
      expenditures or capital resources that is material to investors.





**APPLICATION
      OF CRITICAL ACCOUNTING POLICIES AND PRONOUNCEMENTS.**





Our
      consolidated financial statements are prepared in accordance with accounting
      principles generally accepted in the United States of America (“GAAP”). GAAP
      requires us to make estimates and assumptions that affect the reported amounts
      in our consolidated financial statements including various allowances and
      reserves for accounts receivable and inventories, the estimated lives of
      long-lived assets and trademarks and trademark licenses as well as claims and
      contingencies arising out of litigation or other transactions that occur in
      the
      normal course of business. The following summarize our most significant
      accounting and reporting policies and practices:




13





**MotivNation,
      Inc Accounting Policies**





Our
      accounting policies are fully described in Note 2 to our consolidated financial
      statements. The following describes the general application of accounting
      principles that impact our consolidated financial statements.





*Impairment
        or Disposal of Long-Lived Assets.* The
        Company reviews long-lived assets for impairment annually, and whenever
        circumstances and situations change such that there is an indication that
        the
        carrying amounts may not be recovered. At December 31, 2005, the Company
        had a loss on disposal of assets of approximately $113,995 due to the Damon’s
        move and subsequent disposal of assets.





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





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




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


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




MotivNation,
      Inc. results of operations are based upon our consolidated financial statements,
      which have been prepared in accordance with accounting principals generally
      accepted in the United States. The preparation of these financial statements
      requires us to make estimates and judgments that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, and related disclosure of contingent
      assets and liabilities. On an on-going basis, we evaluate our estimates,
      including those related to bad debt, inventories, investments, intangible
      assets, income taxes, financing operations, and contingencies and litigation.





MotivNation
      bases its estimates on historical experience and on various other assumptions
      that are believed to be reasonable under the circumstances, the results of
      which
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or
      conditions.








**FACTORS
      THAT MAY AFFECT OUR RESULTS OF OPERATIONS**





RISKS
      RELATING TO OUR BUSINESS AND OUR MARKETPLACE




14





***We
      are a relatively young company with a minimal operating
      history***





Since
      we
      were a non-operating company for many years prior to our acquisition of Damon’s,
      it is difficult to evaluate our business and prospects. At this stage of our
      business operations, even with our good faith efforts, potential investors
      have
      a high probability of losing their investment. Since our acquisition and
      reorganization in May 2004 and our change of business direction, we have
      acquired the assets of a growing industry. However, our future operating results
      will depend on many factors, including the ability to generate sustained and
      increased demand and acceptance of our products, the level of our competition,
      and our ability to attract and maintain key management and employees. While
      management believes its estimates of projected occurrences and events are within
      the timetable of its business plan, there can be no guarantees or assurances
      that the results anticipated will occur.





In
      addition, as a result of our limited operating history, our historical 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
      have not achieved profitability on an annual basis and expect to continue to
      incur net losses in future quarters.***





If
      we do
      not achieve profitability, our business may not grow or continue to operate.
      In
      order to become profitable, we must increase our revenues and/or decrease
      expenses. We may not be able to increase or even maintain our revenues, and
      we
      may not achieve sufficient revenues or profitability in any future period.
      We
      recorded a net loss of $872,918 for the year ended December 31, 2005, and have
      an accumulated deficit of $1,342,623. We could incur net losses for the
      foreseeable future. We will need to generate additional revenues from the sales
      of our products or take steps to reduce operating costs to achieve and maintain
      profitability. Even if we are able to increase revenues, we may experience
      price
      competition that will lower our gross margins and our profitability. If we
      do
      achieve profitability, we cannot be certain that we can sustain or increase
      profitability on a quarterly or annual basis.





***We
      may require additional funds to operate in accordance with our business
      plan.***





We
      may
      not be able to obtain additional funds that we may require. We do not presently
      have adequate cash from operations or financing activities to meet our long-term
      needs. Our operations have been financed to date through debt and sales of
      our
      equity. We believe our estimated cash flow from operations will be sufficient
      to
      satisfy our contemplated cash requirements for our current proposed plans and
      assumptions relating to our operations for approximately 6 months.





If
      unanticipated expenses, problems, and unforeseen business difficulties occur,
      which result in material delays, we will not be able to operate within our
      budget. If we do not achieve our internally projected sales revenues and
      earnings, we will not be able to operate within our budget. If we do not operate
      within our budget, we will require additional funds to continue our business.
      If
      we are unsuccessful in obtaining those funds, we cannot assure you of our
      ability to generate positive returns to the Company. Further, we may not be
      able
      to obtain the additional funds that we require on terms acceptable to us, if
      at
      all. We do not currently have any established third-party bank credit
      arrangements. If the additional funds that we may require are not available
      to
      us, we may be required to curtail significantly or to eliminate some or all
      of
      our development, manufacturing, or sales and marketing programs.




15




If
      we
      need additional funds, we may seek to obtain them primarily through equity
      or
      debt financings. Such additional financing, if available on terms and schedules
      acceptable to us, if available at all, could result in dilution to our current
      stockholders and to you. We may also attempt to obtain funds through arrangement
      with corporate partners or others. Those types of arrangements may require
      us to
      relinquish certain rights or resulting products.





***Our
      auditor’s report reflects the fact that we have suffered recurring losses, which
      raises substantial doubt about our ability to continue as a going concern.***





The
      report of our independent auditors accompanying our financial statements for
      the
      year ended December 31, 2005 and previous filings include an explanatory
      paragraph indicating there is a substantial doubt about our 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, and additional debt
      and/or equity financing. There can be no assurances that these plans will be
      successful.





***If
      we acquire additional companies or products in the future, they could prove
      difficult to integrate, disrupt our business, dilute stockholder value or
      adversely affect our operating results.***





We
      anticipate that we will make other investments in complementary companies or
      products. We may not realize the anticipated benefits of any such acquisition
      or
      investment. The success of our acquisition program will depend on our ability
      to
      overcome substantial obstacles, such as the availability of acquisition
      candidates, our ability to compete successfully with other acquirers seeking
      similar acquisition candidates, the availability of funds to finance
      acquisitions and the availability of management resources to oversee the
      operation of acquired businesses. Furthermore, we may have to incur debt or
      issue equity securities to pay for future acquisitions or investments, the
      issuance of which could be dilutive to us or our existing stockholders. In
      addition, our profitability may suffer because of acquisition-related costs
      or
      future impairment costs for acquired goodwill and other intangible assets.





We
      have
      limited resources and we can offer no assurance that we will be able to
      integrate and manage any acquisitions successfully. We have no present
      commitments, understandings, or plans to acquire other complementary companies
      or products.





***We
      may not be able to compete effectively in markets where our competitors have
      more available 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 reduced profit margins on our products and services.





16


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 business currently
      or
      in the future. The fact that we compete with established competitors who have
      substantially greater 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 that we currently attract. While this
      competition is already intense, it could have a material adverse impact on
      our
      revenues and profitability if it were to increase.





***We
      are highly dependent on a limited number of key personnel. The loss of these
      personnel, whose knowledge, leadership, and technical expertise upon which
      we
      rely, would harm our ability to execute our business plan.***





We
      are
      largely dependent on duties performed by the officers of the company George
      Lefevre, Jay Isco, and Leslie McPhail. In addition we are dependent on the
      co-founder of Damon’s Motorcycle Creations, Richard Perez and the co-founder of
      Moonlight Industries, David McPhail for specific proprietary technical knowledge
      and specialized market knowledge. Our intellectual property and our ability
      to
      successfully market and distribute our products and services may be at risk
      from
      the unanticipated accident, injury, illness, incapacitation, or death of either
      Mr. Lefevre, Mr. Isco, Mrs. McPhail, Mr. Perez, or Mr. McPhail or the loss
      of
      other principal design or technical staff. Upon such occurrence, unforeseen
      expenses, delays, losses, and diminished abilities to deliver signature work
      that our client’s desire may be encountered. We maintain “key person” life
      insurance on Mr. Lefevre and Mr. Isco, but do carry insurance on Mrs. McPhail,
      Mr. Perez, and Mr. McPhail.





We
      also
      have other key employees who manage our operations and if we were to lose their
      services, senior management would be required to expend time and energy to
      replace and train their replacements which could severely harm our business.





Our
      success may also depend on our ability to attract and retain other qualified
      management and sales and marketing personnel. We compete for such persons with
      other companies and other organizations, some of which have substantially
      greater capital resources than we do. We cannot give you any assurance that
      we
      will be successful in recruiting or retaining personnel of the requisite caliber
      or in adequate numbers to enable us to conduct our business.





***We
      are subject to federal, state, and local government regulations affecting
      motorcycles 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.




17


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.




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




***We
      may incur material losses as a result of product recall and product liability.***





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 impact on our business. A significant
      product liability judgment against us, or a widespread product recall, could
      have a material adverse effect on our business, financial condition and results
      of operations. The government may adopt regulations that could increase our
      costs or our liabilities.




From
      time
      to time we warrant or guarantee the quality of our work for a limited duration
      and under limited circumstances. If we were to experience an adverse workmanship
      issue under a warranty or not under a warranty or similar guarantee it could
      result in a remedy or litigation that would have a negative impact on our
      revenue and profits.





***Our
      success is dependent upon the popularity of Harley-Davidson Motorcycles and
      Customized Automotives.***




Although
      our products and services are not limited to Harley-Davidson motorcycles, the
      success of our business is depended upon the popularity of Harley-Davidson
      motorcycles, and the custom automotive industry. 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.***




18




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.




RISKS
      RELATING TO OUR COMMON STOCK





***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
      fiscal year comparisons and our results of operations may not be meaningful.
      If
      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 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 such as:





·
            Our
                ability to retain existing
                customers;


·
            Our
                ability to attract new customers at a steady
                pace;


·
            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, services, and accessories industry.




19




***Our
      principal stockholders beneficially own a substantial amount of our common
      stock.***





Currently,
      our principal stockholders, George Lefevre, David and Leslie McPhail together,
      Thomas Prewitt and Richard Perez, own a controlling interest in our common
      stock. Accordingly, these persons, as a group, will be able to exert significant
      influence over the direction of our affairs and business, including any
      determination with respect to our acquisition or disposition of assets, future
      issuances of common stock or other securities, and the election or removal
      of
      directors. Such a concentration of ownership may also have the effect of
      delaying, deferring, or preventing a change in control of the Company or cause
      the market price of our stock to decline. 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. Accordingly
      other stockholders will be limited in their ability to affect change in how
      we
      conduct business.





***We
      do not expect to pay dividends for the foreseeable future.***





For
      the
      foreseeable future, it is anticipated that earnings, if any, that may be
      generated from our operations will be used to finance our operations and that
      cash dividends will not be paid to holders of our common stock.





***Our
      common stock may be affected by limited trading volume and may fluctuate
      significantly, which may affect our stockholders' 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 stockholders' 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 stockholders' ability to sell shares of our common
      stock.





***Because
      our common stock is deemed a low-priced “Penny” stock, an investment in our
      common stock should be considered high risk and subject to marketability
      restrictions*** .





Since
      our
      common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
      Exchange Act, it will be more difficult for investors to liquidate their
      investment. Until the trading price of the common stock rises above $5.00 per
      share, if ever, trading in our common stock is subject to the penny stock rules
      of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those
      rules require broker-dealers, before effecting transactions in any penny stock,
      to:





·  Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;




20




·  Disclose
      certain price information about the stock;


·  Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;


·  Send
      monthly statements to customers with market and price information about the
      penny stock; and


·
            In
                some circumstances, approve the purchaser’s account under certain
                standards and deliver written statements to the customer with information
                specified in the rules.





Consequently,
      the penny stock rules may restrict the ability or willingness of broker-dealers
      to sell the common stock and may affect the ability of holders to sell their
      common stock in the secondary market and the price at which such holders can
      sell any such securities. These
      additional procedures could also limit our ability to raise additional capital
      in the future.





***We
      are subject to SEC regulations and changing laws, regulations and standards
      relating to corporate governance and public disclosure, including the
      Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules,
      are creating uncertainty for public companies.***





We
      are
      committed to maintaining high standards of corporate governance and public
      disclosure. As a result, we intend to invest appropriate resources to comply
      with evolving standards, and this investment may result in increased general
      and
      administrative expenses and a diversion of management time and attention from
      revenue-generating activities to compliance activities.





**ITEM
      7.**  **FINANCIAL
      STATEMENTS.**





See
      Index
      to Financial Statements and Financial Statement Schedules appearing on page
      F-1
      through F-20 of this Form 10-KSB.




21




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors and




Stockholders
      of MotivNation, Inc.




We
      have audited the accompanying consolidated balance sheets of MotivNation, Inc.
      as of December 31, 2005 and 2004, and the related consolidated statements of
      income, stockholders’ equity, and cash flows for the years then ended. These
      consolidated financial statements are the responsibility of the company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements, assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of MotivNation, Inc. as of
      December 31, 2005 and 2004, and the results of its operations and its cash
      flows
      for the years then ended in conformity with accounting principles generally
      accepted in the United States of America.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1, the
      Company's ability to continue in the normal course of business is dependent
      upon
      the success of future operations. The Company has recurring losses, substantial
      working capital and stockholders' deficit and negative cash flows from
      operations. These conditions raise substantial doubt about the Company's ability
      to continue as a going concern. Management's plans regarding these matters
      are
      also described in Note 1. These consolidated financial statements do not include
      any adjustments that might result from the outcome of this uncertainty.





As
      discussed in Note 19 to the consolidated financial statements, the Company
      has restated its December 31, 2005 consolidated financial statements to reflect
      the proper treatment of its convertible debt and the associated liabilities
      surrounding that debt.







/s/Spector
      & Wong, LLP


Pasadena,
      California


March
      29, 2006, except for the notes 1, 2, 7, 9,10, 18, and 19,


as
      to
      which the date is October 30, 2006.








**MOTIVNATION,
        INC. (F/K/A ABERDEEN MINING COMPANY)**
 
 **CONSOLIDATED
        BALANCE SHEETS**




**2005**
            
            2004**(Restated)****ASSETS**Current
                AssetsCash
            
            **$**
            **96,586**
            
            $
            6,020Accounts
                receivable, net
            
            
            **92,405**
            
            
            783,051Prepaid
                expenses and other current assets
            
            
            **26,912**
            
            
            2,554Inventory
            
            
            **165,854**
            
            
            156,537Total
                Current Assets
            
            
            **381,757**
            
            
            948,162Property
                and equipment, net
            
            
            **197,911**
            
            
            375,997Goodwill
            
            
            **333,242**
            
            
            333,242Debt
                issuance cost, net
            
            
            **53,472**
            
            
            -Other
                assets
            
            
            **21,696**
            
            
            7,433**TOTAL
                ASSETS**
            
            **$**
            **988,078**
            
            $
            1,664,834**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)**Current
                LiabilitiesAccounts
                payable
            
            **$**
            **249,740**
            
            $
            197,821Accrued
                liabilities
            
            
            **363,226**
            
            
            174,188Unearned
                revenue
            
            
            **149,367**
            
            
            761,419Short-term
                notes payable to related parties
            
            
            **264,911**
            
            
            214,825Current
                portion of long-term notes payable
            
            
            **4,216**
            
            
            8,019Current
                portion of capital lease obligations
            
            
            **31,299**
            
            
            29,732Total
                Current Liabilities
            
            
            **1,062,759**
            
            
            1,386,004Long-Term
                DebtLong-term
                notes payable, excluding current portion
            
            
            **7,349**
            
            
            22,790Capital
                lease obligations, excluding current portion
            
            
            **10,570**
            
            
            39,541Convertible
                notes payable, net of unamortized discount of $297,962
            
            
            **2,038**
            
            
            -Derivative
                liabilities
            
            
            **895,095**
            
            
            -Total
                Long-Term Liabilities
            
            
            **915,052**
            
            
            62,331Total
                Liabilities
            
            
            **1,977,811**
            
            
            1,448,335Stockholders'
                Equity (Deficit)Preferred
                Stock, $0.001 par value; 100,000,000 shares authorized;none
                issued and outstanding
            
            
            **-**
            
            
            -Common
                Stock, $0.001 par value; 300,000,000 shares authorized;issued
                and outstanding 2005 2,293,464 shares; 2004 1,183,464
                shares
            
            
            **2,294**
            
            
            1,184Paid-in
                Capital
            
            
            **1,241,210**
            
            
            7,153,020Deferred
                consulting
            
            
            **(293,481**
            **)**
            
            (6,468,000
            )Accumulated
                deficit
            
            
            **(1,939,756**
            **)**
            
            (469,705
            )Total
                Stockholders' Equity (Deficit)
            
            
            **(989,733**
            **)**
            
            216,499**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
            
            **$**
            **988,078**
            
            $
            1,664,834




See
      Notes
      to Consolidated Financial Statements


1




**MOTIVNATION,
        INC. (F/K/A ABERDEEN MINING COMPANY)**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**


**For
                years ended December 31,**
            
            **2005**
            
            2004**(Restated)**Sales:Sales
                - products
            
            **$**
            **876,910**
            
            $
            229,063Sales
                - services
            
            
            **2,409,613**
            
            
            907,384Total
                sales
            
            
            **3,286,523**
            
            
            1,136,447Cost
                of sales:Cost
                of products
            
            
            **809,497**
            
            
            135,111Cost
                of services
            
            
            **1,975,334**
            
            
            736,973Total
                costs of sales
            
            
            **2,784,831**
            
            
            872,084Gross
                profit
            
            
            **501,692**
            
            
            264,363Operating
                Expenses:Selling,
                general and administrative Expenses
            
            
            **1,192,955**
            
            
            612,898Loss
                on disposal of assets
            
            
            **113,995**
            
            
            28,403Total
                Operating Expenses
            
            
            **1,306,950**
            
            
            641,301Operating
                loss
            
            
            **(805,258**
            **)**
            
            (376,938
            )Other
                income(expenses):Interest
                and other income
            
            
            **41,620**
            
            
            12,705Change
                in derivative liabilities
            
            
            **4,080**
            
            
            -Interest
                expense
            
            
            **(105,352**
            **)**
            
            (9,409
            )Financing
                costs
            
            
            **(602,741**
            **)**
            
            -Total
                other income(expenses)
            
            
            **(662,393**
            **)**
            
            3,296Net
                loss before state franchise tax
            
            
            **(1,467,651**
            **)**
            
            (373,642
            )State
                franchise tax
            
            
            **2,400**
            
            
            800Net
                loss
            
            **$**
            **(1,470,051**
            **)**
            $
            (374,442
            )Net
                loss per share-Basic and Diluted
            
            **$**
            **(0.67**
            **)**
            $
            (0.45
            )Weighted
                Average Number of Shares
            
            
            **2,200,964**
            
            
            838,197




See
        Notes
        to Consolidated Financial Statements





2


**MOTIVNATION,
        INC. (F/K/A ABERDEEN MINING COMPANY)**
 
 **CONSOLIDATED
          STATEMENTS OF STOCKHDOLERS’ EQUITY** **(DEFICIT)**
 **For
          years ended December 31, 2005 and 2004** **(Restated)**


Common
                Stock
            
            Paid-in
            
            Deferred
            
            AccumulatedShares
            
            Amount
            
            Capital
            
            Consulting
            
            Deficit
            
            TotalBalance
                at December 31, 2003
            
            
            88,879,850
            
            $
            88,880
            
            $
            152,779
            
            $
            -
            
            $
            (84,213
            )
            $
            157,446Reverse
                split 1 for 100 onSeptember
                9, 2005
            
            
            (87,991,052
            )
            
            (87,991
            )
            
            87,991
            
            
            
            
            
            
            
            
            -Balance
                at December 31, 2003,retroactively
                restated
            
            
            888,798
            
            
            889
            
            
            240,770
            
            
            -
            
            
            (84,213
            )
            
            157,446Stockholder's
                Distribution prior toreverse
                merger
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (11,050
            )
            
            (11,050
            )Reverse
                merger with ABED
            
            
            98,665
            
            
            99
            
            
            (9,973
            )
            
            
            
            
            
            
            
            (9,874
            )Issuance
                of common stock for:Deferred
                consulting
            
            
            196,000
            
            
            196
            
            
            6,467,804
            
            
            (6,468,000
            )
            
            
            
            
            -Acquisition
                of Moonlight
            
            
            140,000
            
            
            140
            
            
            332,360
            
            
            
            
            
            
            
            
            332,500Retirement
                of common shares
            
            
            (140,000
            )
            
            (140
            )
            
            140
            
            
            
            
            
            
            
            
            -Fixed
                assets adjustment
            
            
            
            
            
            
            
            
            258,541
            
            
            
            
            
            
            
            
            258,541Inventory
                adjustment
            
            
            
            
            
            
            
            
            (136,622
            )
            
            
            
            
            
            
            
            (136,622
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (374,442
            )
            
            (374,442
            )Balance
                at December 31, 2004
            
            
            1,183,463
            
            
            1,184
            
            
            7,153,020
            
            
            (6,468,000
            )
            
            (469,705
            )
            
            216,499Issuance
                of common stock for:Deferred
                consulting
            
            
            450,000
            
            
            450
            
            
            112,050
            
            
            (112,500
            )
            
            
            
            
            -Retirement
                of related party debt
            
            
            500,000
            
            
            500
            
            
            124,500
            
            
            
            
            
            
            
            
            125,000Debt
                issuance cost
            
            
            60,000
            
            
            60
            
            
            14,940
            
            
            
            
            
            
            
            
            15,000Reduction
                of accrued liability
            
            
            100,000
            
            
            100
            
            
            49,900
            
            
            
            
            
            
            
            
            50,000Deferred
                consulting adjustment
            
            
            
            
            
            
            
            
            (6,213,200
            )
            
            6,213,200
            
            
            
            
            
            -Amortization
                of deferred consulting
            
            
            
            
            
            
            
            
            
            
            
            73,819
            
            
            
            
            
            73,819Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,470,051
            )
            
            (1,470,051
            )**Balance
                at December 31, 2005**
            
            
            **2,293,463**
            
            **$**
            **2,294**
            
            **$**
            **1,241,210**
            
            **$**
            **(293,481**
            **)**
            **$**
            **(1,939,756**
            **)**
            **$**
            **(989,733**
            **)**




See
      Notes
      to Consolidated Financial Statements




3


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





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




**For
                years ended December 31,**
            
            **2005**
            
            2004**(Restated)**CASH
                FLOW FROM OPERATING ACTIVITIES:Net
                loss
            
            **$**
            **(1,470,051**
            **)**
            $
            (374,442
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            **53,912**
            
            
            27,237Noncash
                interest expense and financing costs
            
            
            **602,741**
            
            
            -Change
                in derivative liabilities
            
            
            **(4,080**
            **)**
            
            -Non-cash
                adjustments
            
            
            **26,573**
            
            
            -Loss
                on disposal of assets
            
            
            **113,995**
            
            
            28,403Issuance
                of common stock for debt issuance cost
            
            
            **15,000**
            
            
            -Amortization
                of deferred consulting
            
            
            **73,819**
            
            
            -(Increase)
                Decrease in:Accounts
                receivable
            
            
            **690,646**
            
            
            (574,724
            )Inventory
            
            
            **(9,317**
            **)**
            
            43,706Prepaid
                and other assets
            
            
            **(18,621**
            **)**
            
            (877
            )Increase
                (Decrease) in:Accounts
                payable and accrued liabilities
            
            
            **290,957**
            
            
            138,053Unearned
                revenue
            
            
            **(612,052**
            **)**
            
            554,090Net
                cash flows used in operating activities
            
            
            **(246,478**
            **)**
            
            (158,554
            )CASH
                FLOW FROM INVESTING ACTIVITIES:Purchase
                of property and equipment
            
            
            **(11,694**
            **)**
            
            -Cash
                increase due to acquisition of Moonlight
            
            
            **-**
            
            
            7,231Net
                cash flows provided by (used in) investing activities
            
            
            **(11,694**
            **)**
            
            7,231CASH
                FLOW FROM FINANCING ACTIVITIES:Repayment
                on long-term notes payable and capital lease obligations
            
            
            **(51,348**
            **)**
            
            (11,961
            )Net
                proceeds from related parties
            
            
            **175,086**
            
            
            168,739Net
                proceeds from convertible debt
            
            
            **225,000**
            
            
            -Shareholder
                Distribution
            
            
            **-**
            
            
            (11,050
            )Net
                cash flows provided by financing activities
            
            
            **348,738**
            
            
            145,728NET
                INCREASE (DECREASE) IN CASH
            
            
            **90,566**
            
            
            (5,595
            )CASH
                AT BEGINNING OF YEAR
            
            
            **6,020**
            
            
            11,615CASH
                AT END OF YEAR
            
            **$**
            **96,586**
            
            $
            6,020Supplemental
                Disclosure of Cash Flow Information:Income
                Taxes Paid
            
            **$**
            **2,400**
            
            $
            800Interest
                Paid
            
            **$**
            **21,917**
            
            $
            3,616Noncash
                Investing and Financing Activities:Equipment
                purchased under capital lease obligations
            
            **$**
            **4,700**
            
            $
            23,500Common
                stocks issued for deferred consulting service
            
            **$**
            **112,500**
            
            $
            6,468,000Common
                stocks issued for reduction of accrued liabilities
            
            **$**
            **50,000**
            
            $
            -Common
                stocks issued for retirement of related party debt
            
            **$**
            **125,000**
            
            $
            -Common
                stocks issued for business acquisitions
            
            **$**
            **-**
            
            $
            322,626Issuance
                warrants in connection with convertible debt
            
            **$**
            **299,975**
            
            $
            -Recorded
                a beneficial conversion feature
            
            **$**
            **599,200**
            
            $
            -Inventory
                and fixed assets adjustments
            
            **$**
            **-**
            
            $
            121,919




See
      Notes
      to Consolidated Financial Statements


4




**NOTE
        1 - NATURE OF BUSINESS** **AND
        GOING CONCERN**





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 45,000 of the 888,799 shares
      it
      acquired from the Company to a creditor in exchange for the cancellation of
      the
      trade debt and as payment for ongoing consultant services by such creditor.
      For
      accounting purposes, DAMON is the acquirer in the reverse acquisition
      transaction, and consequently the assets and liabilities and the historical
      operations reflected in the financial statements are those of DAMON and are
      recorded at the historical cost basis of DAMON. All shares and per share data
      prior to the acquisition have been restated to reflect the stock issuance as
      a
      recapitalization of DAMON. Since the reverse acquisition transaction is in
      substance a recapitalization of the Company and is not a business combination,
      pro forma information is not presented. Such pro forma statements of operations
      would be substantially identical to the historical statements of operations
      of
      the Company, which are presented in the accompanying consolidated statements
      of
      operations.





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





On
      October 11, 2004, the Company and its wholly owned subsidiary, TrixMotive Inc.
      (“TrixMotive”), a Nevada corporation, entered into an Asset Purchase Agreement
      with Moonlight Industries, Inc., a California corporation (“MOONLIGHT”), to
      acquire certain assets and liabilities of MOONLIGHT in exchange for 140,000
      shares of the Company’s common stock. The president of MOONLIGHT became the
      Secretary of TrixMotive. The Company’s president and secretary agreed to return,
      in the aggregate, 140,000 shares of the Company’s common stock held by them to
      the Company prior to the closing of this acquisition. The company will continue
      under the MOONLIGHT brand but will operate under the TrixMotive corporate
      entity.





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.





5




**NOTE
        1 - NATURE OF BUSINESS AND GOING CONCERN (CONTINUED)**





Going
        Concern: The
        Company's consolidated financial statements have been prepared on a going
        concern basis, which contemplates the realization of assets and the settlement
        of liabilities and commitments in the normal course of business. The Company
        incurred operating losses totaling $1,470,051 and $374,442 for the years
        ended
        December 31, 2005 and 2004, respectively. In addition, the Company has a
        working
        capital deficit of $681,002 and an accumulated deficit of $1,939,756 as of
        December 31, 2005. In the near term, the Company expects operating costs
        to
        continue to exceed funds generated from operations. As a result, the Company
        expects to continue to incur operating losses and may not have enough money
        to
        grow its business in the future. The Company can give no assurance that it
        will
        achieve profitability or be capable of sustaining profitable operations.
        As a
        result, operations in the near future are expected to continue to use working
        capital.





Management's
        plans include raising additional working capital through debt or equity
        financing and increasing marketing efforts to increase revenues. On November
        30,
        2005, the Company entered into a Security Purchase Agreement and agreed to
        issue
        and sell (i) callable secured convertible notes up to $2 million, and (ii)
        warrants to acquire aggregate of 2.5 million of the Company’s common stocks (See
        Note 7 - Convertible Notes Payable and Derivative Liabilities). 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
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





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





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





Revenue
      and Cost Recognition: The
      Company recognizes revenues from fixed-price contracts on the completed-contract
      method. Under this method, contract costs and related billings are accumulated
      in the accounting records and reported as deferred items on the balance sheet
      until the job is complete or substantially complete, provided that
      collectibility is reasonably assured. A contract is regarded as substantially
      complete if remaining costs of completion are immaterial. When the accumulated
      costs exceed the related billings, the excess is presented as a current asset
      (inventory account). If billings exceed related costs, the difference is
      presented as a current liability. Cash payments received in advance are
      deferred. Completed-contract method is used because management considers
      estimated total costs are not dependable measure of progress on the
      contracts.





Contract
      costs include all direct material and labor costs and those indirect costs
      related to contract performance, such as indirect labor, supplies, tools, and
      warranty work.





Allowance
      for Bad Debts: The
      Company provides an allowance for doubtful accounts that is based upon a review
      of outstanding receivables, historical collection information, and existing
      economic conditions. An allowance for bad debts of $0 and $12,253 has been
      established for the years ending December 31, 2005 and 2004,
      respectively.





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




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




Fair
          Value of Financial Instruments: The
          Company’s financial instruments consist principally of cash, accounts
          receivable, accounts payable and borrowings. The Company believes the financial
          instruments’ recorded values approximate current values because of their nature
          and respective durations. The convertible notes payable issued on November
          30,
          2005 were evaluated and determined not conventional convertible and, therefore,
          because of certain terms and provisions including liquidating damages under
          the
          associated registration rights agreement the embedded conversion option
          was
          bifurcated and has been accounted for as a derivative liability instrument.
          The
          stock warrants issued in conjunction with the convertible notes payable
          on
          November 30, 2005 were also evaluated and determined to be a derivative
          instrument and, therefore, classified as a liability on the balance sheet.
          The
          accounting guidance also requires that the conversion feature and warrants
          be
          recorded at fair value for each reporting period with changes in fair value
          recorded in the Consolidated Statements of Operations. The fair value of
          embedded conversion options and stock warrants are based on a Black-Scholes
          fair
          value calculation. The fair value of convertible notes payable is based
          on
          discounted cash flows of principal and interest payments.





6




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. Depreciation expense was $53,912 and $27,237 for 2005 and 2004,
      respectively.





Goodwill: Goodwill
      represents the excess of the purchase price in a business combination over
      the
      fair value of net tangible and intangible assets acquired in a business
      combination. Goodwill amounts are not amortized, but rather are tested for
      impairment at least annually. There was no impairment of goodwill for the years
      ended December 31, 2005 and 2004.





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




A
        Black-Scholes valuation calculation was applied to both the conversion features
        and warrants at November 30, 2005 and December 31, 2005. The November 30,
        2005
        valuation was used for the effective debt discount that these instruments
        represent. The debt discount is amortized over the three-year life of the
        debts
        using the effective interest method. The December 31, 2005 valuation was
        used to
        record the fair value of these instruments at the end of the reporting period
        with any difference from prior period calculations reflected in the consolidated
        statement of operations.




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





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





7




Advertising
      Costs: All
      advertising costs are expensed as incurred. Advertising expenses were $17,490
      and $3,675 for 2005 and 2004, respectively.





Income
      Taxes: Income
      tax expense is based on pretax financial accounting income. Deferred tax assets
      and liabilities are recognized for the expected tax consequences of temporary
      differences between the tax bases of assets and liabilities and their reported
      amounts.


Stock-Based
          Compensation: The
          Company accounts for stock issued to non-employees in accordance with the
          provisions of SFAS No. 123, *“Accounting
          for Stock-Based Compensation”* and the
          EITF Issue No. 00-18, *“Accounting
          for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
          or
          in Conjunction with Selling, Goods or Services.”* SFAS No.
          123 states that equity instruments that are issued in exchange for the
          receipt
          of goods or services should be measured at the fair value of the consideration
          received or the fair value of the equity instruments issued, whichever
          is more
          reliably measurable. Under the guidance in Issue 00-18, the measurement
          date
          occurs as of the earlier of (a) the date at which a performance commitment
          is
          reached or (b) absent a performance commitment, the date at which the
          performance necessary to earn the equity instruments is complete (that
          is, the
          vesting date).





New
      Accounting Pronouncements : In June
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, *“Accounting
      Changes and Errors Corrections* ,
      a
      replacement of APB Opinion No. 20, *Accounting
      Changes* ,
      and
      FASB Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statement* .”
SFAS
      154 changes the requirements for the accounting for and reporting of a change
      in
      accounting principle. Previously, most voluntary changes in accounting
      principles were required recognition via a cumulative effective adjustment
      within net income of the period of the change. SFAS 154 requires retrospective
      application to prior periods’ financial statements, unless it is impracticable
      to determine either the period-specific effects or the cumulative effect of
      the
      change. SFAS 154 is effective for accounting changes and corrections of errors
      made in fiscal years beginning after December 14, 2005; however, the Statement
      does not change the transition provisions of any existing accounting
      pronouncements. The Company does not believe this pronouncement will have a
      material impact in its consolidated financial position, results of operations
      or
      cash flows.





In
      December 2004, the FASB issued SFAS No. 153. This statement addresses the
      measurement of exchanges of nonmonetary assets. The guidance in APB Opinion
      No.
      29, *“Accounting
      for Nonmonetary Transactions,”* is based
      on the principle that exchanges of nonmonetary assets should be measured based
      on the fair value of the assets exchanged. The guidance in that opinion;
      however, included certain exceptions to that principle.





This
      statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
      of similar productive assets and replaces it with a general exception for
      exchanges of nonmonetary assets that do not have commercial substance. A
      nonmonetary exchange has commercial substance if the future cash flows of the
      entity are expected to change significantly as a result of the exchange. This
      statement is effective for financial statements for fiscal years beginning
      after
      June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges
      incurred during fiscal years beginning after the date of this statement is
      issued. Management believes the adoption of this statement will have no impact
      on the consolidated financial statements of the Company.




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





In
      December 2004, the FASB issued SFAS No. 152, which amends FASB statement No.
      66, *“Accounting
      for Sales of Real Estate,”* to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in AICPA Statement of Position (SOP)
      04-2, *“Accounting
      for Real Estate Time-Sharing Transactions.”* This
      statement also amends FASB Statement No. 67, *“Accounting
      for Costs and Initial Rental Operations of Real Estate
      Projects,”* to state
      that the guidance for (a) incidental operations and (b) costs incurred to sell
      real estate projects does not apply to real estate time-sharing transactions.
      The accounting for those operations and costs is subject to the guidance in
      SOP
      04-2. This statement is effective for financial statements for fiscal years
      beginning after June 15, 2005. Management believes the adoption of this
      statement will have no impact on the consolidated financial statements of the
      Company.





8


In
      December 2004, the FASB issued Statement No. 123 (revised 2004), *“Share-Based
      Payment”* (“SFAS
      123(R)”), which requires the measurement and recognition of compensation expense
      for all stock-based compensation payments and supersedes the Company’s current
      accounting under APB 25. SFAS 123(R) is effective beginning in the Company’s
      first quarter of 2006. In March 2005, the Securities and Exchange Commission
      issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to the adoption of
      SFAS 123(R).





The
      Company plans to adopt SFAS 123(R) on January 1, 2006, using the modified
      prospective method and will continue to evaluate the impact of SFAS 123(R)
      on
      its operating results and financial condition.





In
      November 2004, the FASB issued SFAS No. 151, “ *Inventory
      Costs — an amendment of ARB No. 43, Chapter 4* .”
This
      statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
      4, previously stated that “. . . under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight, and rehandling costs
      may
      be so abnormal as to require treatment as current period charges. . . .” This
      statement requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of “so abnormal.” In addition,
      this statement requires that allocation of fixed production overheads to the
      costs of conversion be based on the normal capacity of the production
      facilities. This statement is effective for inventory costs incurred during
      fiscal years beginning after June 15, 2005. Management does not believe the
      adoption of this statement will have any immediate material impact on the
      Company.





9







**NOTE
      3 - BALANCE SHEET DETAILS**





The
      following tables provide details of selected balance sheet items:




At
                  December 31,
              
              2005
              
              2004Accounts
                  Receivable, netBilled
                  -Completed
                  jobs
              
              $
              58,925
              
              $
              12,285Jobs
                  in progress
              
              
              -
              
              
              739,165Unbilled
                  -Completed
                  jobs
              
              
              32,389
              
              
              41,648Jobs
                  in progress
              
              
              1,091
              
              
              2,206Subtotal
              
              
              92,405
              
              
              795,304Less
                  allowance for bad debts
              
              
              -
              
              
              (12,253
              )Accounts
                  receivable, net
              
              $
              92,405
              
              $
              783,051InventoryPainted
                  materials
              
              $
              85,513
              
              $
              101,628Mechanical
                  materials
              
              
              23,634
              
              
              38,858Body
                  shop materials
              
              
              10,359
              
              
              16,051Vehicles
              
              
              46,348
              
              
              -Total
                  inventory
              
              $
              165,854
              
              $
              156,537Property
                  and Equipment, netAutomobiles
              
              $
              19,026
              
              $
              44,406Furniture
                  and fixtures
              
              
              1,839
              
              
              47,539Machinery
                  and equipment
              
              
              228,188
              
              
              305,589Office
                  equipment
              
              
              700
              
              
              2,700249,753
              
              
              400,234Less:
                  accumulated depreciation
              
              
              (51,842
              )
              
              (24,237
              )Property
                  and Equipment, net
              
              $
              197,911
              
              $
              375,997Accrued
                  LiabilitiesAccrued
                  payroll and related taxes
              
              $
              69,178
              
              $
              51,867Credit
                  cards payable
              
              
              22,685
              
              
              19,167Accrued
                  vacation
              
              
              20,529
              
              
              13,024Accrued
                  interest
              
              
              58,551
              
              
              1,935Accrued
                  services
              
              
              150,000
              
              
              50,000Others
              
              
              42,283
              
              
              38,195Total
                  accrued liabilities
              
              $
              363,226
              
              $
              174,188Unearned
                  RevenueCustomer
                  Deposits
              
              $
              149,367
              
              $
              25,134Billings
                  in excess of costs and earnings on uncompleted contracts
              
              
              -
              
              
              736,285Total
                  unearned revenue
              
              $
              149,367
              
              $
              761,419




10





**NOTE
      4 - SHORT-TERM NOTES PAYABLE TO RELATED PARTIES**





At
      December 31, short-term notes payable to related parties consisted of the
      following:





2005
            
            20041.)Revolving
                  line of credit up to $50,000, payableto a related partya
            
            $
            111,302
            
            $
            43,8382.) Payable
                  to a related party, interest accrued at10%, due on July 2, 2005b
            
            
            32,388
            
            
            32,3883.)Demand
                  note payable to a related party, noninterest
                bearing
            
            
            49,000
            
            
            12,5004.) Demand
                  note payable to a related party, non-interest bearing
            
            
            3,373
            
            
            -5.)Inventory
                  line of credit to a related party c
            
            
            68,848
            
            
            -6.) Payable
                  to a related party, term is open d
            
            
            -
            
            
            126,099Total
            
            $
            264,911
            
            $
            214,825




a.
            On
                July 26, 2004, the Company entered into a revolving line of credit
                agreement with the Company’s CEO. Under this agreement the Company can
                borrow working capital advances up to a total of $50,000, payable
                on or
                before July 26, 2005, extended to December 31, 2006, with interest
                payable
                monthly commencing on December 15, 2004 at 10% per annum. Borrowings
                under
                this agreement are unsecured.





b.
            The
                note is convertible into the Company’s common stock at 70% of the average
                of the three lowest closing bid prices within the first seven trading
                days
                after the effective day of the note. The due date of the note is
                extended
                to December 31, 2006.





c.
            On
                December 21, 2004, TrixMotive entered into an agreement with Infinity
                Capital Partners, LLC, a related party, for inventory financing in
                the
                amount of $250,000 to finance the Company’s vehicle inventory chassis.
                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.
                The line
                of credit is secured by the inventory chassis vehicle title and remains
                in
                force until January 31, 2006.





The
        Company also agreed to issue 60,000 shares of the Company’s common stock for the
        consideration for this line of credit (see Note 8 to consolidated financial
        statements).





d.
            In
                February 2005, the Board of Directors has approved the issuance of
                600,000
                unregistered shares of the Company’s common stock to an officer to retire
                her debt in the amount of $150,000. As of September 30, 2005, the
                excess
                of 100,000 shares over the carrying value of the debt, in the amount
                of
                $25,000, were cancelled.




11





**NOTE
      5 - LONG-TERM NOTES PAYABLE**





At
      December 31, 2005 and 2004, long-term notes payable consisted of the
      following:





2005
            
            20041.)Note
                  Payable to Dell - Monthly installments of$90,
                including interest at 9.99% per annum, dueMarch
                2006. Secured by office equipment.
            
            $
            794
            
            $
            1,2562.) Note
                  Payable to Bank of America - Monthlyinstallments
                of $337, including interest at 5.99%per
                annum, due January 2009. Secured by a vehicle
            
            
            10,771
            
            
            13,5493.) Note
                  Payable to Bank of America - Monthlyinstallments
                of $374, including interest at 4.92%per
                annum, due December 2008. Secured by a vehicle
            
            
            -
            
            
            16,00411,565
            
            
            30,809Less:
                current maturities
            
            
            (4,216
            )
            
            (8,019
            )Long-term
                notes payable
            
            $
            7,349
            
            $
            22,790




The
      future principal payments on the notes payable as of December 31, 2005 are
      summarized as follows:





Year
                ending December 31,2006
            
            $
            4,2162007
            
            
            3,6872008
            
            
            3,662$
            11,565




**NOTE
      6 - CAPITAL LEASE OBLIGATIONS**





During
      2005, the Company entered into a capital lease agreement for a copier. The
      lease
      began in March 2005 and requires thirty-six equal monthly payments of $143.
      During 2004, the Company acquired a shear and two press brake machines under
      the
      provisions of three individual capital lease agreements. The leases began in
      April 2004, May 2004 and September 2004 and require thirty-six equal monthly
      payments of $1,349, $750 and $755, respectively. The leases bear interest rate
      ranging from 8.87% to 9.70%.





The
      following table presents the future minimum lease payments under the capital
      leases together with the present value of the minimum lease payments as of
      December 31, 2005:





Year
                Ending December 31,2006
            
            $
            35,9642007
            
            
            12,7042008
            
            
            286Total
                minimum lease payments
            
            
            48,954Lease
                amount representing interest
            
            
            7,085Present
                value of minimum lease payments
            
            
            41,869Less:
                current portion
            
            
            31,299Non-current
                portion
            
            $
            10,570




12




**NOTE
      6 - CAPITAL LEASE OBLIGATIONS (CONTINUED)**





The
      following is an analysis of leased assets included in property and equipment
      at
      December 31, 2005 and 2004:





At
                December 31,
            
            2005
            
            2004Machinery
                and equipment
            
            $
            91,841
            
            $
            87,141Less:
                accumulated depreciation
            
            
            (11,675
            )
            
            (2,178
            )Net
                leased assets
            
            $
            80,166
            
            $
            84,963




**NOTE
        7 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE
        LIABILITIES**





On
      November 30, 2005, the Company entered into a Security Purchase Agreement (the
      “Agreement”) and agreed to issue and sell (i) callable secured convertible notes
      up to $2 million, and (ii) warrants to acquire aggregate of 2.5 million of
      the
      Company’s common stocks. The notes bear interest at 8% per annum, are secured by
      the Company’s assets, and are convertible into the Company’s common stock at a
      conversion price of 50% of the average of the lowest three trading price for
      the
      common stock during the twenty trading day period ending one trading day prior
      to the date the conversion notice is sent by the note holder to the Company.
      Interest shall be payable quarterly provided that no interest shall be due
      and
      payable for any month in which the trading price is greater than $1.00 for
      each
      trading day. The warrants are exercisable at $1.50 per share and expire on
      the
      fifth anniversary of the date of issuance.





The
          Company received the first traunch of $300,000 on November 30, 2005, less
          issuance costs of $55,000 and $20,000 for prepaid officers’ life insurance, the
          second traunch of $500,000 (less issuance costs of $6,000) on January 5,
          2006,
          and the third and final traunch of $1,200,000 (less issuance costs of $15,500)
          on January 30, 2006. In connection with the financing, the Company issued
          375,000, 625,000, and 1,500,000 shares of stock warrants, respectively,
          as of
          those dates.
 
 The
          Company filed a registration statement with the SEC on December 15, 2005
          and
          amended the registration statement on December 30, 2005, with respect to
          the
          sale of the notes and common stock issuable upon the conversion of the
          notes.
          The issuance costs incurred in connection with the convertible notes are
          deferred and being amortized to interest expense over the life of each
          debenture
          traunch.
 
 The
          Company is accounting for the conversion option in the debts and the associated
          warrants as derivative liabilities in accordance with SFAS 133, “ *Accounting
          for Derivative Instruments and Hedging Activities,”* EITF 00-19, “ *Accounting
          for Derivative Financial Instruments Indexed to and Potentially Settled
          in a
          Company’s Own Stock”* and EITF
          No. 05-2, “ *The
          Meaning of “Conventional Convertible Debt Instrument” in Issue No.
          00-19* .”
The
          Company attributed a beneficial conversion feature of $599,200 to the first
          traunch of the debt received on November 30, 2005 using the Black-Scholes
          Option
          Pricing Model with the following assumptions used: (1) dividend yield of
          0%, (2)
          expected volatility of 356%, (3) risk-free interest rate of 4.41%, and
          (4)
          expected life of 3 years. The fair value of the conversion feature has
          been
          included as a discount to debt in the accompanying balance sheet up to
          the
          proceeds received from each traunch, with any excess or $299,200 charged
          to
          operations. The discount is being amortized over the life of the debt using
          the
          interest method. During the year ended December 31, 2005, amortization
          of debt
          discounts amounted to $2,038.
 
 The
          warrants issued on November 30, 2005 in connection with the convertible
          debt
          were valued at $299,975 and charged to operations using the Black-Scholes
          Option
          Pricing Model with the following assumptions used: (1) dividend yield of
          0%, (2)
          expected volatility of 356%, (3) risk-free interest rate of 4.42%, (4)
          expected
          life of 5 years and (5) fair value of the Company’s common stock was $0.80 per
          share.


13





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




In
        accordance with the EITF 00-19, the conversion feature of each convertible
        debenture and the stock warrants issued in conjunction with convertible debts
        have been included as long-term liabilities and were originally valued at
        fair
        value at the date of issuance. As a liability, the convertible features and
        the
        stock warrants are revalued each period until and unless the debt is converted.
        As of December 31, 2005, the fair values of the conversion feature and the
        stock
        warrants aggregated to $895,095. The Company recorded a gain of $4,080 related
        to the change in fair value from the date of issuance of the convertible
        debt to
        December 31, 2005. This amount is recorded as “Change in Derivative Liabilities”
a component of other income in the accompanying consolidated statement of
        operations. If the debt is converted prior to maturity, the carrying value
        will
        be transferred to equity.





**NOTE
      8 - STOCKHOLDERS’ EQUITY**





Restricted
      Stock Agreements





On
        February 15, 2005, the Board of Directors approved the issuance of 50,000
        unregistered shares of the Company’s common stock to each of the three directors
        and the issuance of 150,000 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. On February
        28, 2006, the Board of Directors and Recipients agreed to extend the agreements
        to commence on December 31, 2006. At that time, all conditions set forth
        in the
        agreement would occur. 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 a discount price of $0.25 per share,
        or
        $112,500 of total.





As
      of
      December 31, 2005, 295,981 shares were vested and the Company recognized $73,819
      in compensation.





Shares
      for Debt Agreement





The
      Board
      of Directors has also approved the issuance of 100,000 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 600,000 unregistered shares of the Company’s
      common stock to an officer to retire her debt in the amount of $150,000. As
      of
      September 30, 2005, the excess of 100,000 shares over the carrying value of
      the
      debt, in the amount of $25,000, were cancelled.




14





**NOTE
      8 - STOCKHOLDERS’ EQUITY (CONTINUED)**





Collateral
      of Line of Credit





The
      Board
      of Directors has also approved to issue 60,000 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 $6.00 per share within one
      year.
      The shares were released in first quarter and the Company had recognized an
      interest expense of $15,000.





Reverse
      Stock Split





On
      September 9, 2005, the Company filed a Certificate of Amendment to its
      Certificate of Incorporation with the Nevada Secretary of State, pursuant to
      which the Company effectuated a reverse stock split in an exchange ratio of
      one
      newly issued share for each hundred shares of its common stock outstanding,
      thereby decreasing the number of issued and outstanding shares to 2,293,464.
      The
      Board of Directors also amended its articles of incorporation to maintain the
      par value of the stock at $0.001. The accompanying financial statements have
      been retroactively adjusted to reflect the reverse stock split.




**NOTE
      9 - INCOME TAX**





Provision
      of income tax consists of a minimum state franchise tax of $2,400 and $800
      for
      the year ended December 31, 2005 and 2004, respectively.





As
      of
      December 31, 2005, the Company has net operating loss carryforwards,
      approximately of $949,743 and $905,028 to reduce future federal and state
      taxable income, respectively. To the extent not utilized, the carryforwards
      will
      begin to expire through 2025 for federal tax purposes and through 2015 for
      state
      tax purposes. The Company’s ability to utilize its net operating loss
      carryforwards is uncertain and thus a valuation reserve has been provided
      against the Company’s net deferred tax assets.




The
      deferred tax assets as of December 31, 2005 and 2004 consist of the
      following:




2005
            
            2004Tax
                Benefit on net operating loss carryforward
            
            $
            402,826
            
            $
            177,286Temporary
                difference in other accruals
            
            
            38,385
            
            
            (11,649
            )Temporary
                difference in depreciation and amortization
            
            
            (3,342
            )
            
            (2,378
            )Others
            
            
            127,722
            
            
            -Less:
                valulation allowance
            
            
            (565,591
            )
            
            (163,259
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -




15





**NOTE
      10 - NET LOSS PER SHARE**





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








For
                  years ended December 31,2005
              
              2004Numerator:Net
                  Loss
              
              $
              (1,470,051
              )
              $
              (374,442
              )Denominator:Weighted
                  Average Number of Shares
              
              
              2,200,964
              
              
              838,197Net
                  loss per share-Basic and Diluted
              
              $
              (0.67
              )
              $
              (0.42
              )





As
      the
      Company incurred net losses for the years ended December 31, 2005 and 2004,
      it
      has excluded from the calculation of diluted net loss per share approximately
      37,717 and 1,601 shares, respectively, related to its convertible debt in
      accordance with EITF Issue No. 04-8, *“The
      Effect of Contingently Convertible Debt on Diluted Earnings Per
      Share”* .





**NOTE
      11 - MERGER AND ACQUISITION**





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 888,799 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
            )




Supplemental
      Information for MotivNation, Inc. at and for the period ended May 11, 2004
      (formerly known as Aberdeen Mining Company):





*Summary
      Balance Sheets:*




Assets
            
            $
            -Liabilities
            
            
            (9,874
            )Net
                Assets (Liabilities)
            
            $
            (9,874
            )




16




**NOTE
      11 - MERGER AND ACQUISITION (CONTINUED)**





*Stockholders’
      Deficit:*





Preferred
                stock, $0.001 par value; 100,000,000 sharesauthorized;
                none issued and outstanding
            
            $
            -Common
                stock, $0.001 par value; 300,000,000 sharesauthorized;9,866,500
                shares issued and outstanding
            
            
            9,867Additional
                paid-in capital
            
            
            911,881Accumulated
                deficit
            
            
            (931,622
            )Total
                stockholders' deficit
            
            $
            (9,874
            )




*Summary
      Statements of Operations:*




Revenue
            
            $
            45General
                and administrative expenses
            
            
            43,210Net
                Loss for the Period
            
            $
            (43,165
            )





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 140,000 shares of the Company’s common stock, approximately
      valued at $2.375 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, 140,000 shares of the Company’s common stock
      held by them to the Company prior to the closing of this
      acquisition.





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





The
      president of Moonlight became the Company’s chief operating officer and
      secretary of TrixMotive. Moonlight specializes in creating customized vehicles
      to suit the tastes and needs of each individual customer.





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




Net
                revenue
            
            $
            2,825,425Net
                loss
            
            $
            (340,178
            )Basic
                and diluted net loss per share
            
            $
            (0.41
            )




17





**NOTE
      12 - CHANGE OF OFFICERS AND DIRECTORS**





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
      13 - BUSINESS AND CREDIT CONCENTRATIONS**





One
      customer accounted for approximately $967,065 or 32.5% of the Customized
      Automotive segment revenues for the year ended December 31, 2005. Three
      customers accounted for approximately $219,950 or 43.6% of the Customized
      Automotive segment revenues for the year ended December 31, 2004. A major
      customer accounted for approximately $52,440 and $161,635 or 17% and 25.6%
      of
      the Customized Motorcycle segment revenues for
      the
      year ended December 31, 2005 and 2004, respectively.





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





**NOTE
      14 - COMMITMENTS AND CONTINGENCIES**





Lease
      Commitments





The
      Company leases its office facilities under various non-cancelable operating
      leases that expire through August 2008. The lease expense for the years ended
      December 31, 2005 and 2004 was $243,373 and $116,691, respectively.





As
      of
      December 31, 2005, the minimum lease payments under these leases
      are:





Year
                ended December 31,
            
            Amount2006
            
            $
            132,9232007
            
            
            64,4402008
            
            
            43,792$
            241,155





Business
      Consulting Agreement





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 196,000 shares of the Company’s
      common stock. The Company and NTX agree that the compensation shares issued
      the
      Company to affiliates of NTX shall be cancelled and returned to the Company
      if,
      prior to October 31, 2005, the Company has not achieved certain benchmarks
      pursuant to the Agreement. The shares were initially valued at $33 per share
      or
      $6,470,000 of total. On October 5, 2005, the Board of Directors approved an
      extension to the consulting agreement to expire October 31, 2006. The Company
      wrote-down the deferred consulting services, offset against additional paid-in
      capital, to $254,800 at $1.30 per share which was the closing market price
      on
      October 5, 2005. As of December 31, 2005 and 2004, none of the benchmarks has
      occurred. The services were deferred until performances commit.




18





**NOTE
      14 - COMMITMENTS AND CONTINGENCIES (CONTINUED)**





Legal
      Proceedings





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




Damon’s
          historically leased four (4) units space in city of Brea, California under
          four
          separate non-cancelable operating lease agreements, which expires through
          November 30, 2007. Damon’s currently does not occupy the spaces. In July, the
          landlord filed claims against Damon’s for the past due rent and charges of all
          units, aggregate of $19,657, and the additional amounts due pursuant to
          the
          remaining terms of the lease agreements. The obligations under the remaining
          terms of the lease agreements are estimated at a total of $89,086. Subsequently,
          Damon’s and the landlord entered into a Surrender Agreement for one unit,
          providing that Damon’s agreed to forfeit a security deposit of $1,568 and to pay
          a sum of $3,822, representing the unpaid charges and rent through the date
          of
          agreement. In return, the landlord agreed to discharge and release Damon’s from
          all obligations under the lease agreement of that unit.
 
 No
          provision for any contingent liabilities has been made in the accompanying
          consolidated financial statements since management cannot predict the outcome
          of
          the claims or estimate the amount of any loss that may result. In addition,
          the
          Company has received an outside legal opinion from an attorney that states
          the
          outstanding liability is not the Company’s as the original lease was signed by
          the previous owners of Damon’s. However, the Company will continue to accrue the
          past due rent of $19,657 in the accompanying financial statements until
          this
          matter is resolved.


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




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





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





*Officer
      Indemnification*





Under
      the
      Company's organizational documents, the Company's officers, employees and
      directors are indemnified against certain liability arising out of the
      performance of their duties. The Company's maximum exposure under these
      arrangements is unknown as this would involve future claims that may be made
      against the Company that have not yet occurred. The Company does not carry
      Director and Officers insurance policy. However, based on experience, the
      Company expects any risk of loss to be remote.





*Risk
      Management*





The
      Company has been exposed to various risks of loss related to torts; theft of,
      damage to and destruction of assets; error and omissions and natural disasters
      for which Damon’s does not carry commercial insurance between June 29, 2005 and
      December 20, 2005.


19




**NOTE
      15 - GUARANTEES AND PRODUCT WARRANTIES**




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





The
      terms
      of such obligations vary. Generally, a maximum obligation is not explicitly
      stated. Because the obligated amounts of these types of agreements often are
      not
      explicitly stated, the overall maximum amount of the obligations cannot be
      reasonably estimated. Historically, the Company has not been obligated to make
      significant payments for these obligations, and no liabilities have been
      recorded for these obligations on its balance sheets as of December 31, 2005
      and
      2004.





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 2005 and 2004:





Years
                ended December 31,
            
            2005
            
            2004Beginning
                Balance
            
            $
            14,173
            
            $
            -Accrued
                warranty assumed from Moonlight
            
            
            -
            
            
            16,261Provision
                of warranties
            
            
            12,000
            
            
            3,000Payments
            
            
            (13,823
            )
            
            (5,088
            )Ending
                Balance
            
            $
            12,350
            
            $
            14,173




**NOTE
      16 - 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.




20





**NOTE
      16 - SEGMENT INFORMATION (CONTINUED)**





Intersegment
      transactions: Intersegment transactions are recorded at cost.





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





Years
                ended December 31,2005
            
            2004Net
                Revenue to External Customers:Custom
                Motorcycle
            
            $
            308,246
            
            $
            633,933Custom
                Automotive
            
            
            2,978,277
            
            
            502,514Total
                net revenue to external customers
            
            $
            3,286,523
            
            $
            1,136,447Intersegment
                Revenue:Custom
                Motorcycle
            
            $
            2,150
            
            $
            -Custom
                Automotive
            
            
            -
            
            
            -Total
                intersegment revenue
            
            $
            2,150
            
            $
            -Operating
                Loss:Custom
                Motorcycle
            
            $
            (183,828
            )
            $
            (32,061
            )Custom
                Automotive
            
            
            (306,256
            )
            
            (180,465
            )Operating
                loss by reportable segments
            
            
            (490,084
            )
            
            (212,526
            )All
                other operating loss
            
            
            (315,174
            )
            
            (164,412
            )Consolidated
                operating loss
            
            $
            (805,258
            )
            $
            (376,938
            )Net
                Loss before Tax:Custom
                Motorcycle
            
            $
            (193,593
            )
            $
            (25,258
            )Custom
                Automotive
            
            
            (371,896
            )
            
            (182,321
            )Net
                loss by reportable segments
            
            
            (565,489
            )
            
            (207,579
            )All
                other net loss
            
            
            (902,162
            )
            
            (166,063
            )Consolidated
                net loss before tax
            
            $
            (1,467,651
            )
            $
            (373,642
            )




At
                December 31,Total
                Assets:
            
            2005
            
            2004Custom
                Motorcycle
            
            $
            192,401
            
            $
            358,267Custom
                Automotive
            
            
            295,523
            
            
            972,280487,924
            
            
            1,330,547All
                other segment
            
            
            500,154
            
            
            334,287Consolidated
                assets
            
            $
            988,078
            
            $
            1,664,834




21




**NOTE
      17 - SUBSEQUENT EVENTS**





Election
      of Board of Directors and Chairman of the Board





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





Shares
      for Debt Agreement





On
      February 2, 2006, the Board of Directors approved the issuance of 217,000 and
      435,000 unregistered shares of common stock to the Chief Financial Officer
      and
      Chief Executive Officer, respectively, and entered into a Shares for Debt
      Agreement with them. The consideration received by the Company consisted of
      $50,000 and $100,000 in services rendered by the CFO and CEO during the period
      from January 1, 2005 through December 31, 2005, and a full release from any
      other claims for compensation relating to such period.





2006
      Financing





On
      January 30, 2006, the Company completed the sale of $2,000,000 aggregate
      principal amount of 8% callable secured convertible notes pursuant to the
      Security Purchase Agreement dated November 30, 2005 (see Note 7). The Company
      received net proceeds of $1,678,500 after issuance costs.





As
      of
      March 29, 2006, the Company has converted $20,980 principal amount of the
      callable secured convertible notes into 400,000 shares of the Company stock
      at
      the request of the note holders.





**NOTE
            18 - RELATED PARTY TRANSACTIONS**
 
  As
        of
        December 31, 2005, the Company’ chief executive officer, chief operating officer
        jointly with a beneficial owner, the former president and the former secretary
        own a controlling interest of 86.5% in the Company.




**NOTE
          19 - RESTATEMENT**




The
        December 31, 2005 consolidated financial statements have been restated to
        record
        a beneficial conversion feature related to the Company's convertible notes
        payable described in Note 7. The result is to record a discount on debt to
        $300,000 which will be amortized over the three-year life of the notes using
        interest method and to increase the excess discounts to financing costs by
        $299,200. Also, in accordance with EITF 00-19, the conversion feature of
        each
        convertible debenture should have been included as a long-term liability,
        originally valued at fair value at the date of issuance. As a liability,
        the
        convertible features are revalued each period until and unless the debt is
        converted. If the debt is converted prior to maturity, the carrying value
        will
        be transferred to equity. The conversion feature should be revalued each
        period
        until the convertible debt is converted, with the change in fair value from
        the
        date of issuance to the end of the period recorded as other income or expense
        for each period.




The
        Company has also recorded an additional financing cost related to the fair
        value
        of warrants issued with the debt. The result is to increase financing costs
        by
        $299,975. Also, the fair value of the warrants has been corrected to reflect
        a
        fair value of $296,211 at December 31, 2005.


22





**NOTE
        19 - RESTATEMENT (CONTINUED)**





The
        impact on the consolidated financial statements at December 31, 2005 is
        summarized as follows:




As
                reported
            
            RestatedUnamortized
                debt discount
            
            $
            -
            
            $
            297,962Derivative
                liabilities
            
            $
            -
            
            $
            895,095Total
                long-term liabilities
            
            $
            317,919
            
            $
            915,052Total
                liabilities
            
            $
            1,380,678
            
            $
            1,977,811Accumulated
                deficit
            
            $
            (1,342,623
            )
            $
            (1,939,756
            )Total
                Stockholders' Deficit
            
            $
            (392,600
            )
            $
            (989,733
            )Financing
                costs
            
            $
            -
            
            $
            602,741Change
                in derivative liabilties
            
            $
            -
            
            $
            4,080Total
                other income (expense)
            
            $
            (179,225
            )
            $
            (662,393
            )Net
                loss
            
            $
            (872,918
            )
            $
            (1,470,051
            )Net
                loss per share
            
            $
            (0.40
            )
            $
            (0.67
            )




23




**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**





None





**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES.**





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934, as amended, is recorded, processed, summarized and reported within the
      specified time periods. As of the end of the period covered by this Annual
      Report, 12/31/05, our Chief Executive Officer George Lefevre, and Jay Isco,
      our
      Chief Financial Officer, evaluated the effectiveness of our disclosure controls
      and procedures. Based on the evaluation, which disclosed no significant
      deficiencies or material weaknesses, Mr. Lefevre and Mr. Isco concluded that
      our
      disclosure controls and procedures are effective. There were no changes in
      our
      internal control over financial reporting that occurred during our most recent
      fiscal quarter that have materially affected, or are reasonably likely to
      materially affect, our internal control over financial reporting.





**ITEM
      8B.**  **OTHER
      INFORMATION.**





Not
      Applicable.




**PART
      III**





**ITEM
              9**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(A) OF THE EXCHANGE ACT.**





The
      following table sets forth the names and positions of the executive officers
      and
      directors of the Company. Directors will be elected at our annual meeting of
      stockholders and serve for one year or until their successors are elected and
      qualify. Officers are elected by the Board and their terms of office are, except
      to the extent governed by employment contract, at the discretion of the
      Board.





**Name**
            
            **Age**
            
            **Positions
                and Offices held**Martyn
                Powell(1)
            
            53
            
            President,
                DirectorRobert
                O’Brien(1)
            
            70
            
            Secretary,
                Treasurer, DirectorDale
                Lavigne(1)
            
            75
            
            DirectorDennis
                O’Brien(1)
            
            44
            
            DirectorJames
                Etter(1)
            
            69
            
            DirectorJohn
                Ohle(2)
            
            48
            
            President,
                Interim Chief Financial OfficerArthur
                Lefevre(3)
                (5)
            
            68
            
            DirectorMark
                Absher(3)
            
            44
            
            DirectorVincent
                Michael Keyes III(3)(5)
            
            49
            
            DirectorThomas
                Prewitt(4)(8)
            
            50
            
            PresidentRichard
                Perez(4)
                (8)
            
            47
            
            SecretaryJay
                Isco(4)
                (7)
            
            25
            
            Chief
                Financial Officer, SecretaryRichard
                Holt(6)
            
            65
            
            DirectorDavid
                Psachie(7)
            
            66
            
            DirectorGeorge
                Lefevre(8)
            
            38
            
            Chief
                Executive Officer, PresidentLeslie
                McPhail(9)
            
            33
            
            Chief
                Operating Officer




22




(1)
            In
                connection with Aberdeen Mining Company acquiring C&M Transportation,
                Inc. the officers and directors resigned on March 8,
                2004.


(2)
            As
                part of the acquisition agreement of C&M Transportation, Inc. Mr. Ohle
                was appointed the President and interim Chief Financial Officer.
                Once the
                C&M Transportation, Inc. agreement was rescinded, Mr. Ohle was removed
                from his positions.


(3)
            Upon
                consummation of the acquisition with C&M Transportation, Mr. Lefevre,
                Mr. Absher, and Mr. Keyes were appointed to fill the board of directors.


(4)
            On
                May 11, 2004, the Company acquired Damon’s Motorcycle Creations, Inc. and
                the Board elected Mr. Prewitt to serve as the President, Mr. Perez
                to
                serve as the Secretary, and Mr. Isco to serve as the Interim Chief
                Financial Officer.


(5)
            On
                September 25, 2004, Mr. Lefevre and Vincent Michael Keyes resigned
                as
                Directors from the Board of
                Directors


(6)
            On
                October 6, 2004, the Board of Directors elected Richard Holt to serve
                as a
                Director.


(7)
            On
                February 11, 2005, the Board of Directors elected Mr. Psachie to
                serve as
                a Director


(8)
            On
                February 15, 2005, the Board of Directors approved the removal of
                Mr.
                Prewitt and Mr. Perez as the President and Secretary respectively.
                George
                Lefevre was appointed to the position of Chief Executive Officer
                and
                President. Mr. Isco was elected to the position of Chief Financial
                Officer
                and Secretary.


(9)
            On
                February 15, 2005, the Board of Directors elected Ms. McPhail to
                the
                position of Chief Operating Officer.





**Duties,
      Responsibilities and Experience**





George
      Lefevre, Chief Executive Officer, and Director





As
      CEO of
      MotivNation, Mr. Lefevre is responsible for the oversight, and management of
      the
      company’s day to day business affairs.





Since
      2004, Mr. Lefevre has served as a director, Chief Financial Officer and
      Secretary for EntreMetrix, Inc. Since 2000, George Lefevre has been the
      co-founder and Managing Partner of NeoTactix, a company focused on mergers,
      acquisitions and structural guidance for small public companies. From 1998
      to
      2000, Mr. Lefevre assisted in the formation and funding of PTM Molecular
      Biosystems. He was the Chief of Finance and key officer for strategic business
      ventures. Mr. Lefevre has invested in and managed portfolios of securities
      since
      1991. He received a B.S. in Business Administration Finance from California
      State University, Long Beach.





Jay
      Isco,
      Chief Financial Officer & Secretary





As
      CFO of
      MotivNation, Mr. Isco’s primary duty is to oversee and manage the internal
      controls related to the cash flow of the company.





In
      2004
      Mr. Isco was serving as the interim Chief Financial Officer for MotivNation.
      In
      2005 he was elected by the Board of Directors to Chief Financial Officer and
      Secretary of MotivNation. Since 2002, Mr. Isco has served as an accounting
      consultant for various OTCBB companies and in 2004 joined NeoTactix, a company
      focused on mergers, acquisitions and structural guidance for small public
      companies. Mr. Isco received a B.A. in Business Economics with and emphasis
      in
      accounting from the University of California, Santa Barbara.





Leslie
      McPhail, Chief Operating Officer





23




As
      COO of
      MotivNation, Mrs. McPhail is responsible for the day to day management of
      TrixMotive, Inc. a wholly owned subsidiary of MotivNation.





Leslie
      McPhail is 32 years old and graduated from Platt College's Graphic Design
      program in 1994. Mrs. McPhail has served as Assistant Creative Director for
      Sarbacker Advertising and Propper Design Group, based in Irvine, CA. In 1999
      Mrs. McPhail has run her own graphic design company, Moonlight Productions,
      and
      in 2001 with her husband David McPhail started Moonlight Industries, a Limousine
      Manufacturer in Santa Fe Springs, CA. In 2004 TrixMotive, Inc., a wholly owned
      subsidiary of MotivNation, acquired Moonlight Industries, and Leslie McPhail
      has
      served as lead management for the production and work flow for TrixMotive,
      Inc.





**Election
      of Directors and Officers.**





Directors
      are elected to serve until the next annual meeting of stockholders and until
      their successors have been elected and qualified. Officers are appointed to
      serve until the meeting of the Board of Directors following the next annual
      meeting of stockholders and until their successors have been elected and
      qualified.





No
      Executive Officer or Director of the Corporation has been the subject of any
      Order, Judgment, or Decree of any Court of competent jurisdiction, or any
      regulatory agency permanently or temporarily enjoining, barring suspending
      or
      otherwise limiting him from acting as an investment advisor, underwriter, broker
      or dealer in the securities industry, or as an affiliated person, director
      or
      employee of an investment company, bank, savings and loan association, or
      insurance company or from engaging in or continuing any conduct or practice
      in
      connection with any such activity or in connection with the purchase or sale
      of
      any securities.





No
      Executive Officer or Director of the Corporation has been convicted in any
      criminal proceeding (excluding traffic violations) or is the subject of a
      criminal proceeding which is currently pending.





No
      Executive Officer or Director of the Corporation is the subject of any pending
      legal proceedings.





*Section
      16(a) Beneficial Ownership Reporting Compliance*





Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires our executive officers and directors, and persons who beneficially
      own
      more than ten percent of our common stock, to file initial reports of ownership
      and reports of changes in ownership with the SEC. Executive officers, directors
      and greater than ten percent beneficial owners are required by SEC regulations
      to furnish us with copies of all Section 16(a) forms they file. Based upon
      a
      review of the copies of such forms furnished to us and written representations
      from our executive officers and directors, we believe that during the year
      ended
      2005, all officers and directors filed all forms 3, forms 4 and forms
      5.





**Audit
      Committee and Financial Expert**





We
      do not
      have an Audit Committee, our board of directors during 2005, performed some
      of
      the same functions of an Audit Committee, such as: recommending a firm of
      independent certified public accountants to audit the annual financial
      statements; reviewing the independent auditors independence, the financial
      statements and their audit report; and reviewing management's administration
      of
      the system of internal accounting controls. The Company does not currently
      have
      a written audit committee charter or similar document.





24




We
      have
      no financial expert. We believe the cost related to retaining a financial expert
      at this time is prohibitive. Further, because of our start-up operations, we
      believe the services of a financial expert are not warranted.





**Code
      of Ethics**





A
      code of
      ethics relates to written standards that are reasonably designed to deter
      wrongdoing and to promote:





(1)
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;


(2)
            Full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that are filed with, or submitted to, the Commission and
                in
                other public communications made by an
                issuer;


(3)
            Compliance
                with applicable governmental laws, rules and
                regulations;


(4)
            The
                prompt internal reporting of violations of the code to an appropriate
                person or persons identified in the code;
                and


(5)
            Accountability
                for adherence to the code.





We
      have
      adopted a corporate code of ethics that applies to our principal executive
      officer, principal financial officer, principal accounting officer or
      controller, or persons performing similar functions. MotivNation will provide,
      without charge, a copy of the Code of Ethics on the written request of any
      person addressed to MotivNation at: 18101 Von Karman Avenue, Suite 330, Irvine,
      CA 92612.





**Nominating
      Committee**





We
      do not
      have a Nominating Committee or Nominating Committee Charter. Our board of
      directors in 2005, performed some of the functions associated with a Nominating
      Committee. We have elected not to have a Nominating Committee in that we are
      a
      development stage company with limited operations and resources.





**Limitation
      of Liability of Directors**





Pursuant
      to the Nevada General Corporation Law, our Articles of Incorporation exclude
      personal liability for our Directors for monetary damages based upon any
      violation of their fiduciary duties as Directors, except as to liability for
      any
      breach of the duty of loyalty, acts or omissions not in good faith or which
      involve intentional misconduct or a knowing violation of law, or any transaction
      from which a Director receives an improper personal benefit. This exclusion
      of
      liability does not limit any right which a Director may have to be indemnified
      and does not affect any Director’s liability under federal or applicable state
      securities laws. We have agreed to indemnify our directors against expenses,
      judgments, and amounts paid in settlement in connection with any claim against
      a
      Director if he acted in good faith and in a manner he believed to be in our
      best
      interest.




25




**ITEM
      10.**  **EXECUTIVE
      COMPENSATION.**





The
      following table sets forth the cash compensation of our executive officer and
      director during the last three fiscal years. The remuneration described in
      the
      table does not include the cost to us of benefits furnished to the named
      executive officers, including premiums for health insurance and other benefits
      provided to such individual that are extended in connection with the conduct
      of
      our business.





**Summary
      Compensation Table**


Annual
                    Compensation
                
                Long
                    Term CompensationName
                    and Principal Position
                
                Year
                
                Salary
                    (3)
                
                Bonus
                
                Other
                    Annual Compensation
                
                Restricted
                    Stock
                  (4)
                
                Options
                
                LTIP
                    Payouts
                
                All
                    Other CompensationGeorge
                    LeFevre -
                
                
                2005
                
                $
                112,500CEO
                    &
                
                
                2004Director
                    (1) (2) (3)
                
                
                2003Jay
                    Isco-
                
                
                2005
                
                $
                55,167CFO
                    &
                
                
                2004
                
                $
                50,000Secretary
                    (1) (3)
                
                
                2003Leslie
                    McPhail-
                
                
                2005
                
                $
                74,880Chief
                    Operating Officer (1) (3)
                
                
                2004
                
                $
                15,6002003Mark
                    Absher -
                
                
                2005
                
                
                
                
                
                
                
                
                
                
                $
                55,000Director
                    (1) (2) (5)
                
                
                20042003David
                    Psachie-
                
                
                2005
                
                
                
                
                
                
                
                
                
                
                $
                55,000Director
                    (1) (2) (5)
                
                
                20042003Richard
                    Holt-
                
                
                2005
                
                
                
                
                
                
                
                
                
                
                $
                55,000Director
                    (1) (2) (5)
                
                
                20042003


(1)
            There
                was no compensation for any officer’s and directors for the year ending
                December 31, 2003


(2)
            There
                was no compensation for George Lefevre, Mark Absher, David Psachie,
                and
                Richard Holt for the year ending December 31,
                2004


(3)
            Amounts
                noted are actual cash amounts paid and accrued salaries combined
                in their
                respective year. The following are the accrued
                salaries:


a.
            George
                Lefevre


i.
            2005-
                $100,000 in accrued salary


b.
            Jay
                Isco


i.
            2005-
                $50,000 in accrued salary


ii.
            2004-
                $50,000 in accrued salary


c.
            Leslie
                McPhail


i.
            2005-
                $24,960 in accrued salary


(4)
            The
                dollar value of the restricted shares is calculated by multiplying
                the
                closing market price of our unrestricted stock on the date of issuance
                as
                required in instructions to Item 402(b)(2)(iv)(A).


(5)
            Mark
                Absher, David Psachie, Richard Holt each received 50,000 (post split)
                shares at a price of $1.10 (post split), the close price of the stock
                on
                February 15, 2005.




26




As
      of
      December 31, 2005, we do not have any agreements in place for the amount of
      annual compensation that our officers, directors and employees will receive
      in
      the future.





**Compensation
      Committee**





We
      currently do not have a compensation committee of the board of directors.
      However, the board of directors intends to establish a compensation committee,
      which is expected to consist of three inside directors and two independent
      members. Until a formal committee is established our entire board of directors
      will review all forms of compensation provided to our executive officers,
      directors, consultants and employees including stock compensation and loans.





**ITEM
              11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS.**





As
      of the
      close of business on December 31, 2005, based on information available to the
      Company:





Name
                of Officer, Director and Beneficial Owner
            
            Number
              of
                Shares*
            
            Percent
              Beneficially
              Owned*Thomas
                Prewitt- Former President (2)(3)
              547
                Apollo Unit C
              Brea,
                CA 92821
            
            748,799
              (post-split)
            
            15.64%Jay
                Isco- Chief Financial Officer, Secretary(3)
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            100,000
              (post-split)
            
            4.180%Richard
                Perez Former Secretary (2)(3)
              1741
                E. Lambert Road
              La
                Habra, CA 90631
            
            748,799
              (post-split)
            
            15.64%George
                Lefevre- Chief Executive Officer (3)
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            248,000
              (post-split)
            
            10.36%Scott
                Absher- Beneficial Owner (4)
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            248,000
              (post-split)
            
            10.36%Leslie
                McPhail-Chief Operating Officer(1)(3)
              14948
                Shoemaker Avenue
              Santa
                Fe Springs, CA 90670
            
            740,000
              (post-split)
            
            30.92%David
                McPhail- Beneficial Owner(1)
              14948
                Shoemaker Avenue
              Santa
                Fe Springs, CA 90670
            
            740,000
              (post-split)
            
            30.92%Mark
                Absher- Director
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            50,000
              (post-split)
            
            2.09%David
                Psachie- Director
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            50,000
              (post-split)
            
            2.09%Richard
                Holt- Director
              18101
                Von Karman Ave. Ste. 330
              Irvine,
                CA 92612
            
            50,000
              (post-split)
            
            2.09%All
                Directors, Officers, & Beneficial Holders as a Group
            
            2,234,799
              (post-split)
            
            97.44%


27
  1.
              Leslie
                  McPhail owns jointly with David McPhail 740,000 (post-split) shares
                  of the
                  Company.


2.
            Thomas
                Prewitt and Richard Perez own jointly 748,799 (post-split) shares
                of the
                Company.


3.
            On
                February 15, 2005, the Board of Directors approved the removal of
                Mr.
                Prewitt and Mr. Perez as the President and Secretary respectively.
                George
                Lefevre was appointed to the position of Chief Executive Officer
                and
                President. Mr. Isco was elected to the position of Chief Financial
                Officer
                and Secretary, and Mrs. McPhail to the position of Chief Operating
                Officer.


4.
            Scott
                Absher served as a consultant for the company and is the brother
                of Mark
                Absher a director of the company.  *
            Number
              of shares and percent of ownership based upon 2,293,464 (post-split)
              shares outstanding on September 30,
              2005




**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.**





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, in exchange for 19,600,000 shares of the Company’s common
      stock. George Lefevre and Scott Absher are partners in Neotactix and in February
      15, 2005 George Lefevre was elected to serve as CEO of MotivNation. In addition
      Scott Absher is the brother of Mark Absher who is a Director of
      MotivNation.





On
      December 21, 2004, TrixMotive, Inc. a wholly owned subsidiary of MotivNation
      entered into a $250,000 revolving line of credit inventory financing agreement
      with Infinity Capital Partners, LLC. The president of Infinity Capital Partners
      is Michael Isco, who is the father of Jay Isco the CFO of MotivNation.
      Approximately $238,000 of the credit line was drawn during 2005, and
      approximately $12,000 in interest was paid during 2005.





MotivNation
      uses Entremetrix Corporation for employee leasing and other human resource
      activities. George Lefevre acts as the CFO of Entremetrix. MotivNation paid
      approximately $35,700 in fees to Entremetrix for services provided during the
      year ending December 31, 2005





**ITEM
      13.**  **EXHIBITS.**





(a)  Exhibits





**Exhibit****Number**
            **Description**3(i)
            Articles
                of Incorporation**3(ii)
            ByLaws**23.1
            Consent
                of Spector&
                Wong LLP, the Company’s Independent Public Accountants31.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                302 of the Sarbanes-Oxley Act of 200232
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. section 1350, as adopted pursuant to section 906 of the
                Sarbanes-Oxley act of 2002.





*
      Filed
      herewith




28




**
      Incorporated herein by reference from the Company’s Form 10-SB filed with the
      Commission on 10-24-2002


Reports
      on Form 8-K





1.
            No
                Form 8-K was filed in the fourth quarter of
                2005




**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**





(1)
      AUDIT
      FEES





The
      aggregate fees billed for the fiscal year ended December 31, 2005, for
      professional services rendered by Spector & Wong LLP, for the audit of the
      registrant's annual financial statements and review of the financial statements
      included in the registrant's Form 10-QSB or services that are normally provided
      by the accountant in connection with statutory and regulatory filings or
      engagements for fiscal year 2005 and 2004 were approximately $53,000 and
      $57,500, respectively.




(2)
      AUDIT-RELATED FEES





The
      aggregate fees billed for the fiscal year ended December 31, 2005, for assurance
      and related services by Spector & Wong LLP, that are reasonably related to
      the performance of the audit or review of the registrant's financial statements
      for fiscal year 2005 were $0.





(3)
      TAX
      FEES





The
      aggregate fees billed for each of the fiscal years ended December 31, 2005
      and
      2004, for professional services rendered by Spector & Wong LLP, for tax
      compliance, tax advice, and tax planning, for those fiscal years were $2,250
      and
      $750 respectively. Services provided included preparation of Federal Income
      Tax
      Returns Form 1120, tax planning, and research regarding 1031
      exchange.





(4)
      ALL
      OTHER FEES





There
      were no other aggregate fees billed in each of the fiscal years ended December
      31, 2005 and 2004, for products and services provided by Spector & Wong LLP,
      other than those services reported above, for those fiscal years.





(5)
      AUDIT
      COMMITTEE POLICIES AND PROCEDURES





Not
      Applicable.





(6)
      If
      greater than 50 percent, disclose the percentage of hours expended on the
      principal accountant's engagement to audit the registrant's financial statements
      for the most recent fiscal year that were attributed to work performed by
      persons other than the principal accountant's full-time, permanent
      employees.





Not
      Applicable.




29





SIGNATURES





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


By:George
              Lefevre- CEODated:





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





NAME
            
            Title
            
            DATE___________,
              2006George
              Lefevre
            
            CEO___________,
              2006Jay
              Isco
            
            CFO,
              Secretary





30