Exhibit 3(1)

Dean Heller
Secretary of State
101 North Carson Street, Suite 1
Carson City, Nevada 89701
775-684-5708
Website: secretaryofstate.biz

                                                                       Entity #:
                                                                     C14364-2004
                                                                Document Number:
                                                                  20060657399-57
                                            Certificate of Amendment Date Filed:
                       (Pursuant to NRS 78.385 and 78.390) 10-12-2006 8:00:18 AM
                                                                In the office of
                                                                  /s/Dean Heller

                                                                     Dean Heller
                                                              Secretary of State

              Certificate of Amendment to Articles of Incorporation
                          For Nevada Profit Corporation
                       (Pursuant to NRS 78.385 and 78.390)

1.   Name of Corporation: Motorsports Emporium, Inc.

2.   The articles  have been amended as follows  (provide  article  numbers,  if
     available):

     Article 6. Section 6.1 has been  amended to reflect a reverse  spilt in the
     number of issued and  outstanding  shares of common stock.  Upon  effective
     date of this amendment,  the company will have a total of 2,028,550  shares
     of common stocks issued and outstanding.

     This amendment does not change the authorized share of capital stock and it
     does not change the par value of the capital stock,  which will continue to
     be $0.001 per value per share.

3.   The  vote by which  the  stockholders  holding  shares  in the  corporation
     entitling them to exercise at least a majority of the voting power, or such
     greater  proportion of the voting power as may be required in the case of a
     vote by classes or series,  or as me be required by the  provisions  of the
     articles of incorporation have voted in favor of the amendment is: 58%.

4.   Effective Date of filing (optional): 10/31/06

5.   Officer Signature (required): /s/ David W. Keaveney, President

     If any  proposed  amendment  should alter or change any  preference  or any
     relative  or other  right  given to any to any class or series of shares of
     outstanding  shares,  then the  amendment  must be approved by the vote, in
     addition  to the  affirmative  vote  otherwise  required  of the holders of
     shares  representing a majority of the voting power of each class or series
     affected by the amendment  regardless of limitations or restrictions on the
     voting power thereof.

     IMPORTANT:  Failure to include any of the above  information and submit the
     proper fees may cause this filing to be rejected.

This form must be accompanied by the appropriate fees.

                   Nevada Secretary of State AM 78.385 Amend2003 Revise 09/29/05
<PAGE>
                                   Exhibit "A"
                                       To
                              Articles of Amendment
                                       To
                            Articles of Incorporation
                                       of
                           Motorsports Emporium, Inc.

 Article 6 of the  Articles of  Incorporation  is hereby  amended to read in its
entirety as follows:

                                   "Article 6.

Capital Stock

6.1  Authorized  Capital  Stock.  The  aggregate  number  of shares  which  this
     Corporation  shall  have  authority  to issue is five  hundred  twenty-five
     million  (525,000,000)  shares,  consisting  of (a)  five  hundred  million
     (500,000,000)  shares of Common  Stock,  par value  $0.001  per share  (the
     Common Stock") and (b) twenty-five million (25,000,000) shares of preferred
     stock, par value $0.01 per share (the "Preferred  Stock"),  issuable in one
     or more series as  hereinafter  provided.  A description  of the classes of
     shares  and a  statement  of the  number of  shares  in each  class and the
     relative  rights,   voting  power,  and  preferences  granted  to  the  and
     restrictions imposed upon the shares of each class as follows:

6.2  Common Stock.  Each share of Common Stock shall have,  for all purposes one
     (1) vote per share.

Subject to the  preferences  applicable to Preferred  Stock  outstanding  at any
time,  the holders of shares of Common  Stock shall be entitled to receive  such
dividends and other  distributions  in cash,  property or shares of stock of the
Corporation  as may be declared  thereon by the Board of Directors  from time to
time out of assets or funds of the Corporation legally available therefore.  The
holders of Common  Stock  issued and  outstanding  have and possess the right to
receive  notice  of  shareholders'  meetings  and to vote upon the  election  of
directors  or upon any other  matter  as to which  approval  of the  outstanding
shares of Common  Stock or  approval of the common  shareholders  is required or
requested.

On the effective  date of filing these  Articles of Amendment to the Articles of
Incorporation  each 225 shares of issued and  outstanding  Common Stock shall be
changed into one (1) share of Common Stock ("Reverse Stock Spilt").  The Reverse
Stock  Spilt  shall not change the par value of the Common  Stock nor change the
authorized  number of shares of Common Stock.  Fractional  shares resulting from
the Reverse Stock Spilt shall be rounded up to the next whole share.

6.3  Preferred  Stock.  The shares of Preferred Stock may be issued from time to
     time in one or more  series.  The  Board of  Directors  is  authorized,  by
     resolution  adopted  and filed in  accordance  with law, to provide for the
     issue of such series of shares of Preferred Stock. Each series of shares of
     Preferred Stock:

     (a)  may have such voting powers, full or limited, or may be without voting
          powers;

     (b)  may be subject to  redemption at such time or times and such prices as
          determine by the Board of Directors;

     (c)  may be entitled to receive  dividends  (which may be cumulative or non
          cumulative)  at such rate or  rates,  on such  conditions  and at such
          times,  and  payable in  preference  to, or in such  relation  to, the
          dividends payable on any other class or classes or series of stock;

     (d)  may have such rights upon the dissolution of, or upon any distribution
          of the assets of, the Corporation;
<PAGE>
     (e)  may be made convertible into, or exchangeable for, shares of any other
          class or classes or of any other series of the same or any other class
          or classes of stock the Corporation or such other corporation or other
          entity at such price or prices or at such rates of  exchange  and with
          such adjustments.

     (f)  may be entitled  to the  benefit of sinking  fund to be applied to the
          purchase  or  redemption  of shares of such  series in such  amount or
          amounts;

     (g)  may be entitled to the benefit of conditions and restrictions upon the
          creation of indebtedness  of the  Corporation or any subsidiary,  upon
          the issue of any additional  shares  (including  additional  shares of
          series or of any other  series) and upon the payment of  dividends  or
          the making of other distributions on, and the purchase,  redemption or
          other  acquisition  by  the  Corporation  or  any  subsidiary  of  any
          outstanding shares of the Corporation.

     (h)  may have such other relative, participating, optional or other special
          rights, qualifications,  limitations, or restrictions thereof, in each
          case as shall be stated in said  resolution or  resolutions  providing
          for the issue of such shares of Preferred  Stock.  Shares of Preferred
          Stock of any series  that have been  redeemed  or  repurchased  by the
          Corporation  (whether  through  the  operation  of a  sinking  fund or
          otherwise)  or  that,  if  convertible  or  exchangeable,   have  been
          converted or exchanged in accordance with their terms shall be retired
          and have the status of  authorized  and  unissued  shares of Preferred
          Stock of the same  series and may be  reissued as a part of the series
          of which  they were  originally  a part or may,  upon the filing of an
          appropriate  certificate  with the  Secretary of State of the State of
          Nevada be  reissued  as part of a new  series  of shares of  Preferred
          Stock to be created by  resolutions  of the Board of  Directors  or as
          part of any other series of shares of Preferred  Stock, all subject to
          the conditions or restrictions on issuance set forth in the resolution
          or  resolutions  adopted by the Board of Directions  providing for the
          issue of any series of shares of Preferred Stock."