SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the fiscal year
ended December 31, 2004



[ ] 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 330                                 |  |                                           
|Irvine, California                                                   |  | 92612                                     
|(Address of principal
		executive offices)                           |  | (zip code)                                



Issuer's telephone number including
area code: (888) 798-8100



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



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



Common Stock,
	$0.001 par value


(Title if Class)

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

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. [ ]

The issuer's revenues for its most recent fiscal year ended
December 31, 2004. $1,136,447.

---

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, 2004 was approximately $197,330 based on a
share value of $.02.

The number of shares of Common Stock, $0.001 par value,
outstanding on December 31, 2004 was 118,346,350 shares.

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







---



MOTIVNATION, INC.

FOR THE FISCAL YEAR
ENDED

December 31, 2004



Index to Report

on Form 10-KSB



|PART I
|------

|Item 1. | Description of Business.                              
|------- | ------------------------------------------------------
|Item 2. | Description of Property.                              
|Item 3. | Legal Proceedings.                                    
|Item 4. | Submission of Matters to a Vote of Security
		Holders.

PART II

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

PART III

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



---



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.

---

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 88,879,850 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 88,879,850 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
14,000,000 shares of MotivNation common stock that was issued to Moonlight's
sole shareholders, Leslie McPhail and her husband David McPhail. The president
of Moonlight, Leslie A. McPhail, also serves as the Secretary of TrixMotive. Tom
Prewitt and Richard Perez, president and secretary of MotivNation respectively,
agreed to return 14,000,000 shares of MotivNation's common stock held by them
prior to the closing of the acquisition. The company will continue under the
Moonlight brand but will operate under the TrixMotive corporate entity.

---

(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.

---

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 Vicotor. 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

We have one major customer, Kawasaki Corporation, which
accounts for approximately 15% of our sales. Our additional sales are from walk
in and referral clients which accounts for approximately 55% of our sales, 20%
of sales comes from repeat customers and 10% of sales is from other dealers.

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" 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.

---

Personnel

As of March 31, 2005 we had 40 full-time employees, including
34 in production staff and 6 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 $1,500, plus standard, ancillary charges, such as
property taxes, insurance, and certain operating expenses applicable to the
leased premises.

Damon's currently leases 4 units that are approximately a
total of 6,720 square feet of retail, service, and warehouse space. The units
are located at 547 Apollo, Suites B, C, D, & E, Brea, California 92821. These
leases require a collective monthly rental payment of approximately $5,000.

In addition to our primary location, we use a 2,000 square
foot facility at 800 East Walnut, Fullerton, California 92831 for production
purposes such as Discovery's "Monster Garage". There is no formal lease and
payments of $2,000 are made on a month to month basis.

---

TrixMotive maintains its primary operations at both 14948
Shoemaker Avenue, Santa Fe Springs, CA 90670, and 14946 Shoemaker Avenue Units B
& C, 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.

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

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

PART II

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

(a) 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 "ABED" through June 30, 2004, subsequently on
July 1, 2004, in conjunction with the name change to MotivNation Inc., our
OTC:BB trading symbol changed to "MOVN". 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.

|            | 2004  | 2003 
|----------- | ----- | -----
|            | High  | Low  
|1st Quarter | $0.35 | $0.14
|2nd Quarter | $0.35 | $0.20
|3rd Quarter | $0.35 | $0.03
|4th Quarter | $0.04 | $0.01



---

(b) Holders of Common Stock

As of December 31, 2004, we had approximately 550
stockholders of record of the 239,346,350 shares outstanding

(c) 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.

Recent Sales of Unregistered Securities

Deferred Consulting

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 19,600,000 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.

As of December 31, 2004, none of the benchmarks has occurred.
The services, valued at $6.47 million, were deferred until the performances
commit.

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

Overview

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.

Fiscal Year 2004 Compared to Fiscal Year 2003

Results of Operations for the Years Ended December 31, 2004
and 2003 Compared.

|                           | Year Ended December 31, 2004 | Year Ended December 31, 2003
|-------------------------- | ---------------------------- | ----------------------------
|                           |                              |                             
|Revenues                   | $ 1,136,447                  | $529,009                    
|                           |                              |                             
|Cost and G&A Expenses      | 1,434,982                    | 538,391                     
|                           |                              |                             
|Other Expenses             | 25,107                       | 6,107                       
|                           |                              |                             
|                           |                              |                             
|Provision for income taxes | 800                          | 800                         
|                           |                              |                             
|Net Loss                   | $324,442                     | $16,289                     

Revenue

|                                | 2004       | 2003     | Increase/(decrease)$
|------------------------------- | ---------- | -------- | --------------------
|                                |            |          |                     
|For the year ended December 31: |            |          |                     
|Revenue                         | $1,136,447 | $529,009 | $607,438            

Revenues for the year ended December 31, 2004 were $1,136,447
compared to revenues of $529,009 in the year ended December 31, 2003. This
resulted in an increase in revenues of $607,438, from the same period one year
ago. The increase in revenues was primarily due to the acquisitions of Damon's
Motorcycle Creation's and TrixMotive, Inc. during 2004.

---

Cost of Revenues

|                                | 2004     | 2003     | Increase/(decrease)$
|------------------------------- | -------- | -------- | --------------------
|                                |          |          |                     
|For the year ended December 31: |          |          |                     
|Cost of revenue                 | $872,084 | $355,102 | $516,982            



Cost of revenues for the year ended December 31, 2004 was
$872,084, an increase of $516,982 from $355,102 for the same period ended
December 31, 2003. The increase in cost of revenues was primarily due to the
fixed costs associated with the increase in revenue compared to last year. Fixed
costs for TrixMotive primarily consists of materials and parts that go into the
stretching and customizing of the limousines. For Damon's fixed costs consists
of materials, parts and direct labor in customizing motorcycles and other
automotives. TrixMotive's Cost of Revenues was approximately $500,000 for the
year ending 2004, this amount only represents the fourth quarter of the year
when TrixMotive was acquired by MotivNation. Damon's Cost of Revenues was
approximately $372,000 for the year ending 2004. The comparative increase of
$516,982 for the same time period of 2004 and 2003, does not put into account
the different acquisitions dates.

General and Administrative expenses

|                                  | 2004     | 2003     | Increase/(decrease)$
|--------------------------------- | -------- | -------- | --------------------
|                                  |          |          |                     
|For the year ended December 31:   |          |          |                     
|General & Administrative expenses | $612,898 | $183,289 | $429,609            

General and administrative expenses were $612,898 for the
year ended December 31, 2004 versus $183,289 for the year ended December 31,
2003, which resulted in an increase of $429,609. 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 the
acquisitions of TrixMotive, Inc. and Damon's Motorocycle Creation's. As a result
a comparison between the years ending 2004 and 2003 only represent the addition
of the new operations. However, G&A expenses for 2004 can be broken down
further, and is primarily composed of Rent and Payroll expense of approximately
$87,000 and $117,000. Other expenses constituting more than 5% of total G&A are
Accounting expense of $78,000 and Insurance expense of $56,000.

Net Income (Loss)

|                                | 2004       | 2003      | Increase/(decrease)$
|------------------------------- | ---------- | --------- | --------------------
|                                |            |           |                     
|For the year ended December 31: |            |           |                     
|Net Income (loss)               | $(324,442) | $(16,289) | $(308,153)          

The net loss for the year ended December 31, 2004 was
$324,442, versus a net loss of $(16,289) for the year ended December 31, 2003, a
change in net loss of $(308,153). The increase in the net loss was primarily due
to the increase in G&A expenses due to the acquisitions of Damon's Motorcycle
Creation's and TrixMotive, Inc. In addition the net loss can also be attributed
to the expenses incurred as a result of the acquisitions of Damon's and
TrixMotive.

Going Concern

The financial statements included in this filing have been
prepared in conformity with generally accepted accounting principles that
contemplate the continuance of us as a going concern. Our cash position may be
inadequate to pay all of the costs associated with testing, production and
marketing of products. We intend to use borrowings and security sales to
mitigate the effects of its cash position, however no assurance can be given
that debt or equity financing, if and when required will be available. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets and classification of
liabilities that might be necessary should we be unable to continue existence.

---

LIQUIDITY AND CAPITAL RESOURCES

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:

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.

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

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 $374,442 for the
year ended December 31, 2004, and have an accumulated deficit of $469,705. 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.

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, 2004 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.

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 the co-founders of Damon's
Motorcycle Creations, Thomas Prewitt and Richard Perez 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. Prewitt or Mr. Perez, 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 clients
desire may be encountered. We do not maintain "key person" life insurance on Mr.
Prewitt or Mr. Perez.

We also have other key employees who mange 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.

---

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 custom automotives. There can be
no assurance, however, that the current popularity of Harley-Davidson
motorcycles and custom automotives will continue. If such popularity declines,
our business operations may be adversely affected.

---

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

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

We do not own any patents or registered trademarks or trade
names. We may apply for federal and other governmental trademark registrations
in the future, but we cannot assure you that any of our trademark applications
will result in a registered and protectable trademarks. 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.

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

Currently, our principal stockholders, 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;
- 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-___ of this Form 10-KSB.

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

On March 17, 2004 DeCoria, Maichel & Teague P.S., our
independent accountant, resigned. DeCoria, Maichel, and Teague had been our
independent accountant for the previous two fiscal years. (See our Current
Report on Form 8-K, as filed with the Commission on April 6, 2004).

Following the resignation of DeCoria, Maichel & Teague, we
engaged Spector & Wong, LLP as our new independent accountant. (See our Current
Report on Form 8-K, as filed with the Commission on April 6, 2004).

We have had no disagreements on accounting and financial
disclosure with our former principal independent accountants, DeCoria, Maichel,
& Teague P.S. or Spector & Wong LLP, during our last two most recent fiscal
years.

---

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, 12/31/04, 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)                | 52  | President, Director                       
|Robert O'Brien (1)               | 69  | Secretary, Treasurer, Director            
|Dale Lavigne (1)                 | 74  | Director                                  
|Dennis O'Brien (1)               | 43  | Director                                  
|James Etter (1)                  | 68  | Director                                  
|John Ohle (2)                    | 47  | President, Interim Chief Financial Officer
|Arthur Lefevre (3) (5)           | 67  | Director                                  
|Mark Absher (3)                  | 43  | Director                                  
|Vincent Michael Keyes III (3)(5) | 48  | Director                                  
|Thomas Prewitt (4) (8)           | 49  | President                                 
|Richard Perez (4) (8)            | 46  | Secretary                                 
|Jay Isco (4) (7)                 | 24  | Chief Financial Officer, Secretary        
|Richard Holt (6)                 | 64  | Director                                  
|David Psachie (7)                | 65  | Director                                  
|George Lefevre (8)               | 37  | Chief Executive Officer, President        
|Leslie McPhail (9)               | 32  | Chief Operating Officer                   



---

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

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 2004, 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 2004, 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.

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 2004, 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.

ITEM 10. EXECUTIVE COMPENSATION.

No officer receives any salary compensation for officer services rendered to
the Company. Directors receive no annual nor attendance fees for servicing in
such capacity.

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

As of the close of business on December 31, 2004, based on
information available to the Company:

|Name of Officer, Director and Beneficial Owner                                                       | Number
		of Shares* | Percent
		Beneficially
		Owned*
|---------------------------------------------------------------------------------------------------- | ------------------- | -------------------------------
|Thomas Prewitt- President (2)(3)
		
		547 Apollo Unit C
		Brea, CA 92821                             | 74,879,850          | 63%                            
|Jay Isco- Chief Financial Officer, Secretary(3)
		18101 Von Karman Ave. Ste. 330
		Irvine, CA 92612  | 0                   | 0%                             
|Richard Perez (2)(3)
		547 Apollo Unit C
		Brea, CA 92821                                            | 74,879,850          | 63%                            
|George Lefevre- Chief Executive Officer
		(3)
		
		18101 Von Karman Ave. Ste. 330
		Irvine, CA 92612 | 9,800,000           | 8%                             
|Leslie McPhail-Chief Operating Officer(1)(3)
		14948 Shoemaker Avenue
		Santa Fe Springs, CA 90670   | 14,000,000          | 12%                            
|Mark Absher- Director
		18101 Von Karman Ave. Ste. 330
		Irvine, CA 92612                            | 0                   | 0%                             



---



|David Psachie- Director
		18101 Von Karman Ave. Ste. 330
		Irvine, CA 92612 | 0          | 0% 
|--------------------------------------------------------------------------- | ---------- | ---
|Richard Holt- Director
		18101 Von Karman Ave. Ste. 330
		Irvine, CA 92612  | 0          | 0% 
|All Directors, Officers, & Beneficial Holders as a
		Group                  | 98,679,850 | 83%

1. Leslie McPhail owns jointly with David McPhail
		14,000,000 shares of the Company.
2. Thomas Prewitt and Richard Perez own jointly
		74,879,850 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.

* Number of shares and percent of ownership based
		upon 118,346,350 shares outstanding on December 31, 2004

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Neotactix, Inc. 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, in exchange for 19,600,000 shares
of the Company's common stock. The Company and NTX agree that the compensation
shares issued the Company to affiliates of NTX shall be cancelled and returned
to the Company if, prior to October 31, 2005, the Company has not achieved
certain benchmarks pursuant to the Agreement.

ITEM 13. EXHIBITS.

(a) Exhibits

|Exhibit | Description                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                     
|        |                                                                                                                                                                                     
|3(i)    | Articles of Incorporation**                                                                                                                                                         
|3(ii)   | ByLaws**                                                                                                                                                                            
|31.1    | Certification of Chief Executive Officer
		and Chief Financial Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002                                                  
|32      | 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

** 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. October 12, 2004, we filed a Form 8-K to announce the
		resignation of Vincent Michael Keyes from the board of Directors of
		MotivNation, Inc. We also announced the election of Richard F. Holt to
		the MotivNation Board of Directors.
2. October 13, 2004, we filed a Form 8-K to announce
		that TrixMotive, Inc. a wholly owned subsidiary of MotivNation entered
		into a material definitive agreement with Moonlight Industries. The
		company also announced the sale of unregistered equity securities.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) AUDIT FEES

The aggregate fees billed for the fiscal year ended
		December 31, 2004, 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 2004 and 2003 were approximately $57,500 and $9,500,
		respectively.

(2) AUDIT-RELATED FEES

The aggregate fees billed for the fiscal year ended December
31, 2004, 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 2004 were $1,250.

(3) TAX FEES

The aggregate fees billed for each of the fiscal years ended
December 31, 2004 and 2003, for professional services rendered by Spector & Wong
LLP, for tax compliance, tax advice, and tax planning, for those fiscal years
were $750 and $250 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, 2004 and 2003, 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.

---

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:/s/ Geroge
Lefevre

George Lefevre- CEO



Dated: May 18, 2005



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.



|/s/ George LeFevre | CEO                     
|------------------ | ------------------------
|George LeFevre     |                         
|                  
|/s/ Jay Isco       | Chief Financial
Officer,
|Jay Isco           | Secretary               



---

MOTIVNATION, INC.

INDEX TO FINANCIAL STATEMENTS

|INDEPENDENT AUDITORS' REPORT                 | F-1       
|-------------------------------------------- | ----------
|BALANCE SHEET                                | F-2       
|STATEMENTS OF OPERATIONS                     | F-3       
|STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY | F-4       
|STATEMENTS OF CASH FLOWS                     | F-5       
|NOTES TO FINANCIAL STATEMENTS                | F-6 - F-22



---



|HAROLD Y. SPECTOR, CPA | SPECTOR & WONG, LLP          | 80 SOUTH LAKE AVENUE
|---------------------- | ---------------------------- | --------------------
|CAROL S. WONG, CPA     | Certified Public Accountants | SUITE 723           
|                       | 1- (888) 584-5577            | PASADENA, CA 91101  
|                       | FAX (626) 584-6447           |                     



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. (f/k/a Aberdeen Mining Company) as of December 31, 2004 and

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 financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes 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, 2004 and 2003, and the results
of its operations and its cash flows for each of 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 4 to the consolidated financial statements, the Company's
significant operating losses raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



|/s/ Spector & Wong, LLP
|-----------------------
|Pasadena, California   
|May 18, 2005           

F-1

---

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

|                                                                    | 2004        | 2003     
|------------------------------------------------------------------- | ----------- | ---------
|ASSETS                                                              |             |          
|Current Assets                                                      |             |          
|Cash                                                                | $ 6,020     | $ 11,615 
|Accounts receivable, net of
		allowance for bad debt of             |             |          
|$12,253 and $10,393 for 2004
		and 2003, respectively               | 783,051     | 16,500   
|Prepaid expenses and other
		current assets                         | 2,554       | -        
|Inventory                                                           | 156,537     | 258,042  
|Total Current Assets                                                | 948,162     | 286,157  
|                                                                    |             |          
|Property and equipment, net                                         | 375,997     | 1,403    
|                                                                    |             |          
|Goodwill                                                            | 333,242     | -        
|Other assets                                                        | 7,433       | -        
|                                                                    |             |          
|TOTAL ASSETS                                                        | $ 1,664,834 | $ 287,560
|                                                                    |             |          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                |             |          
|Current Liabilities                                                 |             |          
|Accounts payable                                                    | $ 197,821   | $ -      
|Accrued liabilities                                                 | 173,735     | 53,287   
|Unearned revenue                                                    | 761,419     | 74,502   
|Short-term notes payable to
		related parties                       | 215,278     | -        
|Current portion of long-term
		debt                                 | 8,019       | 848      
|Current portion of capital
		lease obligations                      | 29,732      | -        
|Total Current Liabilities                                           | 1,386,004   | 128,637  
|                                                                    |             |          
|Long-term debt, excluding
		current portion                         | 22,790      | 1,477    
|Capital lease obligations,
		excluding current portion              | 39,541      | -        
|                                                                    |             |          
|Total Liabilities                                                   | 1,448,335   | 130,114  
|                                                                    |             |          
|Stockholders' Equity                                                |             |          
|Preferred Stock, $0.001 par
		value; 100,000,000 shares authorized; |             |          
|none issued and outstanding                                         | -           | -        
|Common Stock, $0.001 par value;
		300,000,000 shares authorized;    |             |          
|118,346,350 shares issued and
		outstanding                         | 118,347     | -        
|Common Stock, $1 par value;
		100,000 shares authorized;            |             |          
|1,000 shares issued and
		outstanding                               | -           | 1,000    
|Paid-in Capital                                                     | 7,035,857   | 240,659  
|Deferred consulting                                                 | (6,468,000) | -        
|Accumulated deficit                                                 | (469,705)   | (84,213) 
|Total Stockholders' Equity                                          | 216,499     | 157,446  
|                                                                    |             |          
|TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY                        | $ 1,664,834 | $ 287,560

F-2

---

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

|For years ended December 31,                   | 2004        | 2003      
|---------------------------------------------- | ----------- | ----------
|Sales:                                         |             |           
|Sales - products                               | $ 229,063   | $ 157,945 
|Sales - services                               | 907,384     | 371,064   
|Total sales                                    | 1,136,447   | 529,009   
|                                               |             |           
|Cost of sales                                  |             |           
|Cost of products                               | 135,111     | 173,278   
|Cost of services                               | 736,973     | 181,824   
|Total costs of sales                           | 872,084     | 355,102   
|                                               |             |           
|Gross profit                                   | 264,363     | 173,907   
|                                               |             |           
|Selling, general and
		administrative Expenses | 612,898     | 183,289   
|                                               |             |           
|Operating loss                                 | (348,535)   | (9,382)   
|                                               |             |           
|Other income(expenses)                         |             |           
|Interest and other income                      | 12,705      | -         
|Interest expense                               | (37,812)    | (6,107)   
|Total other income(expenses)                   | (25,107)    | (6,107)   
|                                               |             |           
|Net loss before state franchise
		tax          | (373,642)   | (15,489)  
|                                               |             |           
|State franchise tax                            | 800         | 800       
|                                               |             |           
|Net loss                                       | $ (374,442) | $ (16,289)
|                                               |             |           
|Net loss per share-Basic and
		Diluted         | $ (0.00)    | $ (16.29) 
|                                               |             |           
|Weighted Average Number of
		Shares            | 83,819,733  | 1,000     

F-3

---

MOTIVNATION, INC. (F/K/A ABERDEEN MINING COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY





|                                      | Common Stock | Paid-in   | Deferred    | Accumulated   |            
|------------------------------------- | ------------ | --------- | ----------- | ------------- | -----------
|                                      | Shares       | Amount    | Capital     | Consulting    | Deficit    
|Balance at December .31, 2002         | 1,000        | $ 1,000   | $ 240,659   | $ -           | $ (58,383) 
|                                      |              |           |             |               |            
|Stockholder's Distribution            |              |           |             |               | (9,541)    
|                                      |              |           |             |               |            
|Net loss                              |              |           |             |               | (16,289)   
|                                      |              |           |             |               |            
|Balance at December 31, 2003          | 1,000        | 1,000     | 240,659     | -             | (84,213)   
|                                      |              |           |             |               |            
|Stockholder's Distribution
		prior to |              |           |             |               |            
|reverse merger                        |              |           |             |               | (11,050)   
|                                      |              |           |             |               |            
|Retirement of shares due              |              |           |             |               |            
|to reverse merger                     | (1,000)      | (1,000)   | 1,000       |               |            
|                                      |              |           |             |               |            
|Reverse merger with ABED              | 9,866,500    | 9,867     | 911,881     |               | (931,622)  
|                                      |              |           |             |               |            
|Issuance of common shares for:        |              |           |             |               |            
|Reverse merger                        | 88,879,850   | 88,880    | (1,020,502) |               | 931,622    
|Deferred consulting                   | 19,600,000   | 19,600    | 6,448,400   | (6,468,000)   |            
|Acquisition of Moonlight              | 14,000,000   | 14,000    | 318,500     |               |            
|                                      |              |           |             |               |            
|Retirement of common shares           | (14,000,000) | (14,000)  | 14,000      |               |            
|                                      |              |           |             |               |            
|Fixed assets adjustment               |              |           | 258,541     |               |            
|                                      |              |           |             |               |            
|Inventory adjustment                  |              |           | (136,622)   |               |            
|                                      |              |           |             |               |            
|Net loss                              |              |           |             |               | (374,442)  
|                                      |              |           |             |               |            
|Balance at December 31, 2004          | 118,346,350  | $ 118,347 | $ 7,035,857 | $ (6,468,000) | $ (469,705)

F-4

---

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

|For years ended December 31,                                | 2004        | 2003      
|----------------------------------------------------------- | ----------- | ----------
|CASH FLOW FROM OPERATING
		ACTIVITIES                       |             |           
|Net loss                                                    | $ (374,442) | $ (16,289)
|Adjustments to reoncile net
		loss to net cash (used in)    |             |           
|provided by operating
		activities:                         |             |           
|Depreciation                                                | 27,237      | 1,438     
|Provision for bad debt                                      | -           | 9,761     
|Loss on disposal of assets                                  | 28,403      | -         
|(Increase) Decrease in:                                     |             |           
|Accounts receivable                                         | (574,724)   | (1,394)   
|Inventory                                                   | 43,706      | (2,383)   
|Prepaids and others                                         | (877)       | -         
|Increase in:                                                |             |           
|Accounts payable and accrued
		liabilities                  | 138,053     | 1,208     
|Unearned revenue                                            | 554,090     | 18,145    
|Net cash flows (used in)
		provided by operating activities | (158,554)   | 10,486    
|                                                            |             |           
|CASH FLOW FROM INVESTING
		ACTIVITIES                       |             |           
|Cash increase due to
		acquisition of Moonlight             | 7,231       | -         
|Net cash flows provided by
		investing activities           | 7,231       | -         
|                                                            |             |           
|CASH FLOW FROM FINANCING
		ACTIVITIES                       |             |           
|Repayment on long-term debt                                 | (11,961)    | (2,482)   
|Net proceeds from related
		parties                         | 168,739     | -         
|Shareholder Distribution                                    | (11,050)    | (9,541)   
|Net cash flows provided by
		(used in) financing activities | 145,728     | (12,023)  
|                                                            |             |           
|NET DECREASE IN CASH                                        | (5,595)     | (1,537)   
|                                                            |             |           
|CASH AT BEGINNING OF YEAR                                   | 11,615      | 13,152    
|                                                            |             |           
|CASH AT END OF YEAR                                         | $ 6,020     | $ 11,615  
|                                                            |             |           
|Supplemental Disclosure of Cash
		Flow Information:         |             |           
|Income Taxes Paid                                           | $ 800       | $ 800     
|Interest Paid                                               | $ -         | $ 6,107   
|Noncash Investing and Financing
		Activities:               |             |           
|Inventory and fixed assets
		adjustments                    | $ 121,919   | $ -       
|Equipment purchased under
		capital lease obligations       | $ 23,500    | $ -       
|Issuance of common shares for:                              |             | $ -       
|Business acquisitions                                       | $ 322,626   |           
|Deferred consulting service                                 | $ 6,468,000 | $ -       

F-5

---

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



NOTE 1 - NATURE OF BUSINESS

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

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

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

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

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.

F-6

---

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



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 Doubtful Accounts: The Company provides an
allowance for doubtful accounts that is based upon a review of outstanding
receivables, historical collection information, and existing economic
conditions.

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.

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

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

Property and Equipment: Property and Equipment are valued
at cost. Maintenance and repair costs are charged to expenses as incurred.
Depreciation is computed on the straight-line method based on the following
estimated useful lives of the assets: 3 to 7 years for office equipment, and 7
years for furniture and fixtures, and 10 years for machinery and tools.
Depreciation expense was $27,237 and $1,438 for 2004 and 2003, respectively.

Net Loss Per Share Basic net loss per share includes no
dilution and is computed by dividing net loss available to common stockholders
by the weighted average number of common stock outstanding for the period.
Diluted net loss per share does not differ from basic net loss per share since
potential shares of common stock are anti-dilutive for all periods presented.

F-7

---

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



Advertising Costs: All advertising costs are expensed as
incurred. Advertising expenses were $3,675 and $699 for 2004 and 2003,
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.

New Accounting Pronouncements: In December 2004, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (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 nonmonetrary 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.

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.

F-8

---

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



In December 2004, the FASB issued a revision to SFAS No.
123R, "Accounting for Stock Based Compensations." This statement supercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. This statement establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in SFAS
No. 123. This statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans." The Company has not
yet determined the impact to its consolidated financial statements from the
adoption of this statement.

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.

In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity." This Statement requires that certain instruments that were previously
classified as equity on the Company's statement of financial position now be
classified as liabilities. The Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
currently has no instruments impacted by the adoption of this statement and
therefore the adoption did not have an effect on the Company's financial
position, results of operations or cash flows.

F-9

---

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



In April 2003, the FASB issued Statement of SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities,"
which is generally effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. SFAS No.
149 clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies
when a derivative contains a financing component, amends the definition of an
"underlying" to conform it to the language used in FASB Interpretation No. 45,
"Guarantor Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" and amends certain other existing
pronouncements. The Company does not have any derivative financial instruments.
The Company does not anticipate that the adoption of SFAS No. 149 will have an
impact on its consolidated balance sheets or consolidated statements of
operations and cash flows.

In January 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of Accounting
Research Bulletin No. 51. Interpretation 46 establishes accounting guidance for
consolidation of variable interest entities that function to support the
activities of the primary beneficiary. Interpretation 46 applies to any business
enterprise, both public and private, that has a controlling interest,
contractual relationship or other business relationship with a variable interest
entity. The Company currently has no contractual relationship or other business
relationship with a variable interest entity and therefore the adoption did not
have an effect on its consolidated financial position or results of operations.
However, if the Company enters into any such arrangement with a variable
interest entity in the future, its financial position or results of operations
may be adversely impacted.

NOTE 3 - BUSINESS ACQUISITIONS

Damon Motorcycle Creations, Inc.

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

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

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

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

F-10

---

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



Supplemental Information for MotivNation, Inc. (formerly
known as Aberdeen Mining Company):

Summary Balance Sheets

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

Stockholders' Equity

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

Summary Statements of Operations

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

F-11

---

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



Moonlight Industries, Inc.

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

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

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

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

The 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 and 2003 assuming Moonlight had been acquired at the
beginning of the periods presented:

|                                       | 2004        | 2003       
|-------------------------------------- | ----------- | -----------
|Net revenue                            | $ 2,825,425 | $ 2,177,519
|Net loss                               | $ (340,178) | $ (16,222) 
|Basic and diluted net loss per
		share | $ 0.00      | $ 0.00     

F-12

---

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



NOTE 4 - GOING CONCERN

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

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

NOTE 5 - BALANCE SHEET DETAILS

The following tables provide details of selected balance sheet items:



|At December 31,                            | 2004      | 2003     
|------------------------------------------ | --------- | ---------
|Inventory                                  |           |          
|Paint materials                            | $ 101,628 | $ 170,702
|Mechanical materials                       | 38,858    | 27,667   
|Body shop materials                        | 16,051    | 59,673   
|Total                                      | $ 156,537 | $ 258,042
|Property and Equipment                     |           |          
|Automobiles                                | $ 44,406  | $ -      
|Furniture and Fixtures                     | 47,539    | -        
|Machinery and equipment                    | 305,589   | -        
|Office equipment                           | 2,700     | 5,479    
|                                           | 400,234   | 5,479    
|Less: accumulated depreciation             | (24,237)  | (4,076)  
|Total                                      | $ 375,997 | $ 1,403  
|Accrued Liabilities                        |           |          
|Accrued payroll and related
		taxes        | $ 51,867  | $ 19,643 
|Credit cards payable                       | 19,167    | 22,479   
|Sales tax payable                          | 18,902    | -        
|Accrued services                           | 50,000    | -        
|Others                                     | 34,252    | 1,893    
|Total                                      | $ 174,188 | $ 44,015 
|Unearned Revenue                           |           |          
|Customer Deposits                          | $ 25,134  | $ 74,502 
|Billings in excess of costs and
		earnings |           |          
|on uncompleted contracts                   | 736,285   | -        
|Total                                      | $ 761,419 | $ 74,502 

F-13

---

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



NOTE 6 - INVENTORY LINE OF CREDIT

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. As of December 31, 2004, the amount drawn
against the line was $0. 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 6,000,000 shares of the
Company's common stock for the consideration for this line of credit. The shares
will be held in an escrow and be released upon either approval from the Company
or a default on the terms from the Company. The Company has an option to buy
back the shares at $0.06 per share within one year.

NOTE 7 - SHORT-TERM NOTES PAYABLE TO RELATED PARTIES

Short-term notes payable to related parties at December 31,
2004 and 2003 consist of the following:

|                                                                                  | 2004      | 2003
|--------------------------------------------------------------------------------- | --------- | ----
|1.) Revolving line of credit up
		to $50,000, payable to a related party. 1       | $ 43,838  | $ - 
|2.) Payable to a related party,
		interest accrued at 10%, due on July 2, 2005. 2 | 32,388    | -   
|3.) Demand note payable to a
		related party, non-interest bearing                | 12,500    | -   
|4.) Payable to a related party,
		term is open. 3                                 | 126,099   | -   
|Total                                                                             | $ 214,825 | $ - 

1

2

F-14

---

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



3

NOTE 8 - LONG-TERM DEBT

Long-term debt at December 31, 2004 and 2003 consists of the following:

|    |                                                      | 2004     | 2003   
|--- | ---------------------------------------------------- | -------- | -------
|a.) | Note Payable to Dell                                 | 1,256    | 2,333  
|    | - Monthly installments of $90,
		including interest  |          |        
|    | at 9.99% per annum, due March
		2006. Secured        |          |        
|    | by office equipment.                                 |          |        
|b.) | Note Payable to Bank of America                      | 13,549   | -      
|    | - Monthly installments of $337,
		including interest |          |        
|    | at 5.99% per annum, due January
		2009. Secured      |          |        
|    | by a vehicle.                                        |          |        
|c.) | Note Payable to Bank of America                      | 16,004   | -      
|    | - Monthly installments of $374,
		including interest |          |        
|    | at 4.92% per annum, due
		December 2008. Secured     |          |        
|    | by a vehicle.                                        |          |        
|d.) | Note Payable to Texton
		Financial                   | -        | (8)    
|    | - A purchase line in amount of
		$17,000. Interest   |          |        
|    | payable at prime rate plus 7%.                       |          |        
|    |                                                      | 30,809   | 2,325  
|    | Less: Current Maturities                             | (8,019)  | (848)  
|    | Long-term debt                                       | $ 22,790 | $ 1,477

The future principal payments on the notes payable as of December 31, 2004
are summarized as follows:

F-15

---

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





|Year ending December 31, |         
|------------------------ | --------
|2005                     | $ 8,019 
|2006                     | 7,723   
|2007                     | 7,850   
|2008                     | 7,217   
|                         | $ 30,809

NOTE 9 - CAPITAL LEASE OBLIGATIONS

During 2004, the Company acquired a shear and two press brake
machines under the provisions of three individual capital lease agreements. The
machine and equipment held under these capital leases at December 31, 2004 had
costs of $87,141 with accumulated depreciation of $2,178. There was no capital
lease obligations for year ended December 31, 2003.

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, 2004:

|Year Ending December 31,                  |         
|----------------------------------------- | --------
|2005                                      | $ 34,248
|2006                                      | 34,248  
|2007                                      | 10,988  
|Total minimum lease payments              | 79,484  
|Lease amount representing
		interest      | 10,211  
|Present value of minimum lease
		payments | 69,273  
|Less: current portion                     | 29,732  
|Non-current portion                       | $ 39,541
|                                          |         

The leases bear interest rate ranging from 8.87% to 9.70%.

NOTE 10 - INCOME TAX

Provision of income tax consists of a minimum state franchise
tax of $800 for each of the year ended December 31, 2004 and 2003.

As of December 31, 2004, the Company has net operating loss
carryforwards, approximately of $422,654 and $380,339 to reduce future federal
and state taxable income, respectively. To the extent not utilized, the
carryforwards will begin to expire through 2024 for federal tax purposes and
through 2014 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.

F-16

---

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



The deferred tax assets as of December 31, 2004 and 2003 consist of the
following:

|                                                 | 2004      | 2003
|------------------------------------------------ | --------- | ----
|Tax Benefit on net operating
		loss carryforward | $ 177,286 | $ - 
|Temporary difference in other
		accruals         | (11,649)  |     
|Temporary difference in
		goodwill amortization  | (2,378)   | -   
|Less: valulation allowance                       | (163,259) | -   
|Net deferred tax assets                          | $ -       | $ - 

NOTE 11 - 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,
|-------------------------------------- | ----------------------------
|                                       | 2004                        
|Numerator:                             |                             
|Net Loss                               | $ (374,442)                 
|Denominator:                           |                             
|Weighted Average Number of
		Shares    | 83,819,733                  
|                                       |                             
|Net loss per share-Basic and
		Diluted | $ (0.00)                    

As the Company incurred net loss for the year ended December
31, 2004, the effect of dilutive securities totalling 308,457 equivalent shares
has been excluded from the calculation of diluted loss per share because their
effect was anti-dilutive. There was no dilutive item for year ended December 31,
2003.

F-17

---

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



NOTE 12 - BUSINESS CONSULTING

On April 20, 2004, the Company and NeoTactix (NTX) entered
into a Business Consulting Agreement pursuant to which Neotactix agreed to
provide certain business consulting services to the Company as specified in the
Agreement, In exchange for such services, the Company agreed to issue 19,600,000
shares of the Company's common stock. The Company and NTX agree that the
compensation shares issued the Company to affiliates of NTX shall be cancelled
and returned to the Company if, prior to October 31, 2005, the Company has not
achieved certain benchmarks pursuant to the Agreement. As of December 31, 2004,
none of the benchmarks has occurred. The services, valued at $6.47million, were
deferred until the performances commit.

NOTE 13 - MAJOR CUSTOMERS

For year ended December 31, 2004 and 2003, a major customer
comprised of $161,635 and $141,507 or 14.2% and 26.0%, respectively, of the
Company's consolidated sales.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases its office facilities under various
non-cancellable operating leases that expire through 2007. The lease expense for
the years ended December 31, 2004 and 2003 was $116,691 and $65,401,
respectively.

As of December 31, 2004, the minimum lease payments under
these leases are:

|Year ended December 31, | Amount   
|----------------------- | ---------
|2005                    | $ 200,692
|2006                    | 99,407   
|2007                    | 27,720   
|                        | $ 327,819

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.

The Company is 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.

F-18

---

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



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.

Uninsured Risks

The Company is exposed to uninsured risk of loss as DAMON'S
is uninsured.

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, 2004 and 2003.

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 2004 and 2003:



|Years ended December 31,                  | 2004     | 2003
|----------------------------------------- | -------- | ----
|Beginning Balance                         | $ -      | $ - 
|Accrued warranty assumed from
		Moonlight | 16,261   | -   
|Provision of warranties                   | 3,000    | -   
|Payments                                  | (5,088)  | -   
|Ending Balance                            | $ 14,173 | $ - 

F-19

---

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



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.

Intersegment transactions: Intersegment transactions are
recorded at cost.

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

F-20

---

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





|                                          | Year ended December 31,
|----------------------------------------- | -----------------------
|                                          | 2004                   
|Net Revenue:                              |                        
|Custom Motorcycle                         | $ 633,933              
|Custom Automotive                         | 502,514                
|Total Net Revenue                         | $ 1,136,447            
|Operating Loss:                           |                        
|Custom Motorcycle                         | $ (3,658)              
|Custom Automotive                         | (180,465)              
|Operating (loss) by reportable
		segments |                        
|All other operating loss                  | (164,412)              
|Consolidated operating loss               | $ (348,535)            
|Net Loss before tax:                      |                        
|Custom Motorcycle                         | $ (25,258)             
|Custom Automotive                         | (182,321)              
|Net loss by reportable segments           | (207,579)              
|All other net loss                        | (166,063)              
|Consolidated net loss before
		Tax        | $ (373,642)            



|                    | At December 31,
|------------------- | ---------------
|Total Assets:       | 2004           
|Custom Motorcycle   | $ 358,267      
|Custom Automotive   | 972,280        
|                    | 1,330,547      
|All other segments  | 334,287        
|Consolidated assets | $ 1,664,834    

NOTE 17 - SUBSEQUENT EVENTS

Restricted Stock Agreements

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

F-21

---

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



Shares for Debt Agreement

On February 15, 2005, the Board of Directors approved the
issuance of 10,000,000 unregistered shares of common stock to the Chief
Financial Officer, and entered into a Shares for Debt Agreement with him. The
consideration received by the Company consisted of $50,000 in services rendered
by the CFO during the period from May 11, 2004 through December 31, 2004, and a
full release from any other claims for compensation relating to such period.

Retirement of a Related Party Debt

The Board has also approved the issuance of 60,000,000
unregistered shares of the Company's common stock to an officer to retire her
debt in the amount of $150,000.

Change of Officers

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