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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended March 31, 2007; or

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

                For the transition period _________ to __________

                         Commission File Number: 0-32323

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                           MOTORSPORTS EMPORIUM, INC.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                                 20-1217659
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                         7525 E. Williams Drive, Suite B
                            Scottsdale, Arizona 85255
                    (Address of principal executive offices)

                                 (480) 596-4002
                (Issuer's telephone number, including area code)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15 (d) of the  Securities  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 [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     The number of shares  outstanding of the issuer's common stock,  $0.001 par
value, as of May 1, 2007 was 5,611,112 shares.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]
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<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                              REPORT ON FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2007

                                      INDEX
                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION...............................................  3

     Item 1. Financial Statements............................................  3

          Consolidated Balance Sheets........................................  3

          Consolidated Statements of Operations..............................  4

          Consolidated Statements of Cash Flows..............................  5

          Notes..............................................................  6

     Item 2. Management's Discussion and Analysis or Plan of Operation....... 13

     Item 3. Controls and Procedures......................................... 17

PART II - OTHER INFORMATION.................................................. 18

     Item 1. Legal Proceedings............................................... 18

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 18

     Item 3. Defaults Upon Senior Securities................................. 18

     Item 4. Submission of Matters to a Vote of Security Holders............. 19

     Item 5. Other Information............................................... 19

     Item 6. Exhibits........................................................ 19

SIGNATURES................................................................... 20

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

                           MOTORSPORTS EMPORIUM, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                     March 31, 2007       December 31, 2006
                                                                     --------------       -----------------
                                                                       (Unaudited)
<S>                                                                    <C>                   <C>
                                 ASSETS

Cash                                                                   $    60,878           $     7,200
Accounts receivable                                                             --                   267
Inventory                                                                       --                   922
Other current assets                                                            --                11,675
                                                                       -----------           -----------
Total current assets                                                        60,878                20,064
                                                                       -----------           -----------
Fixed assets, net                                                            4,177                 6,578
                                                                       -----------           -----------
Assets held for sale                                                            --                11,914
Intangible assets, net                                                      10,000                10,750
                                                                       -----------           -----------
Total assets                                                           $    75,055           $    49,306
                                                                       ===========           ===========

                   LIABILITIES & STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                                  $   215,172           $   273,454
Accrued expenses - related parties                                         114,000               114,000
Notes payable to shareholders                                              346,920               366,920
                                                                       -----------           -----------
Total current liabilities                                                  676,092               754,374
                                                                       -----------           -----------
Total liabilities                                                          676,092               754,374
                                                                       -----------           -----------

Preferred A stock, $250 par value, 100,000 shares authorized;
 96 shares issued and outstanding                                           24,000                24,000
Preferred C stock, no par value, 3,000,000 shares authorized;
 200,000 shares issued and outstanding                                      10,000                10,000
Common stock; $.001 par value, 500,000,000 shares authorized;
 4,631,486 and 2,979,355 issued and outstanding                              4,631                 2,979
Additional paid-in capital                                               4,894,668             4,623,949
Stock subscription receivable                                                   --                (1,305)
Accumulated deficit                                                     (5,534,336)           (5,364,691)
                                                                       -----------           -----------
Total stockholders' deficit                                               (601,037)             (705,068)
                                                                       -----------           -----------
Total liabilities and stockholders' deficit                            $    75,055           $    49,306
                                                                       ===========           ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                                  ---------------------------------
                                                                     2007                  2006
                                                                  -----------           -----------
<S>                                                                   <C>                   <C>
Operating expenses:
  Selling, general and administrative                             $   168,195           $   320,586
  Depreciation and amortization                                         1,740                 1,010
                                                                  -----------           -----------
      Total operating expenses                                        169,935               321,596
                                                                  -----------           -----------
Operating loss                                                       (169,935)             (321,596)
                                                                  -----------           -----------
Other income (expense):
  Interest income                                                          --                    40
  Interest expense                                                     (7,642)               (7,167)
  Gain on extinguishment of debt                                        5,496                    --
  Other income (expense)                                                  106                 5,803
                                                                  -----------           -----------
      Total other income (expense)                                     (2,040)               (1,324)
                                                                  -----------           -----------

Loss from continuing operations                                      (171,975)             (322,920)

Discontinued operations:
  Income (loss) from operations of discontinued business               (1,844)               (1,049)
  Income (loss) on disposal of assets                                   4,174                    --
                                                                  -----------           -----------
Income (loss) on discontinued operations                                2,330                (1,049)
                                                                  -----------           -----------
Net loss                                                          $  (169,645)          $  (323,969)
                                                                  ===========           ===========

Net loss per common share - basic and diluted
  Continuing operations                                           $     (0.05)          $     (0.27)
                                                                  ===========           ===========
  Discontinued operations                                         $      0.00           $     (0.00)
                                                                  ===========           ===========
  Net loss per common share                                       $     (0.05)          $     (0.27)
                                                                  ===========           ===========

Weighted average common shares outstanding:
  Basic                                                             3,707,087             1,221,160
                                                                  ===========           ===========
  Diluted                                                           3,707,087             1,221,160
                                                                  ===========           ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended March 31,
                                                                          -----------------------------
                                                                            2007                2006
                                                                          ---------           ---------
<S>                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                                     $(171,975)          $(322,920)
  Adjustments to reconcile net income to net cash
   used in operating activities:
    Depreciation and amortization                                             1,740               2,224
    Amortization of debt discounts                                               --               3,531
    Employee stock based compensation                                        30,698              32,253
    Common stock issued to third parties for services                        11,133              75,250
  Changes in assets and liabilities:
    Accounts receivable                                                         267                 530
    Inventory                                                                   922                  --
    Prepaid expenses                                                         11,675               3,750
    Deferred revenue                                                          1,411               8,355
    Accounts payable and accrued expenses                                   (53,282)             29,776
                                                                          ---------           ---------
          Net cash used in continuing operations                           (167,411)           (167,252)
          Net cash provided by (used in) discontinued operations               (756)              2,568
                                                                          ---------           ---------
          Net cash used in operating activities                            (168,167)           (164,684)
                                                                          ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                                                      --              (2,029)
                                                                          ---------           ---------
          Net cash used in continuing operations                                 --              (2,029)
          Net cash provided by (used in) discontinued operations             15,000                  --
                                                                          ---------           ---------
          Net cash used in investing activities                              15,000              (2,029)
                                                                          ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from related party accounts payable
  Proceeds from capital infusion                                            202,470                  --
  Repayments of notes payable                                               (20,000)             (7,500)
  Proceeds from issuance of common stock                                     20,000              15,000
  Proceeds from exercise of stock options                                     4,375             162,299
                                                                          ---------           ---------
          Net cash provided by financing activities                         206,845             169,799
                                                                          ---------           ---------

INCREASE (DECREASE) IN CASH                                                  53,678               3,086

CASH, beginning of period                                                     7,200              23,960
                                                                          ---------           ---------
CASH, end of period                                                       $  60,878           $  27,046
                                                                          =========           =========
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest                                                    $      --           $      --
                                                                          =========           =========
Cash paid for income taxes                                                $      --           $      --
                                                                          =========           =========
Non-cash financing and investing activities:
  Issuance of common stock for prepaid expense                            $      --           $  75,000
                                                                          =========           =========
  Issuance of common stock for accrued expense payment                    $   5,000           $      --
                                                                          =========           =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
NOTE 1: BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted in accordance  with such
rules and  regulations.  The  information  furnished  in the  interim  condensed
consolidated  financial  statements  includes normal  recurring  adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial  statements.  Although management believes
the disclosures  and information  presented are adequate to make the information
not  misleading,  it is  suggested  that these  interim  condensed  consolidated
financial  statements  be read in  conjunction  with the  Company's  most recent
audited financial statements and notes thereto included in its December 31, 2006
Annual Report on Form 10-KSB. Operating results for the three months ended March
31, 2007 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2006.

NOTE 2: MATERIAL EVENTS

REVERSE STOCK SPLIT

Effective  October  31,  2006  the  Company  initiated  a  reverse  split of the
Company's  common  stock on a ratio of 1 share for  every  225  shares of common
stock,  without  decreasing the number of authorized  shares of common stock and
without changing the par value of the common stock. All share counts included in
this Form 10-QSB have been retroactively restated for this stock split.

CHANGE IN DIRECTORS

Effective April 5, 2006, Tracey S. Baron resigned from the Board of Directors of
the Company.  On September 13, 2006,  David W. Keaveney and Rhonda Keaveney were
re-elected  to the Board of  Directors  of the  Company to serve  until the 2007
annual meeting of shareholders or until their successors are duly elected.

CHANGE IN CONTROL

On March 14, 2007, the Company entered into a Stock Sale and Purchase  Agreement
with David W. Keaveney,  the Company's Chief Executive Officer  ("Keaveney") and
Kenneth Yeung ("Yeung"), pursuant to which:

     a.   Keaveney sold his ownership of 200,000 shares of the Company's  Series
          C Preferred  Stock  ("Preferred  C") to Yeung for a purchase  price of
          $10,000  (The shares  were sold for  $10,000,  the exact value  amount
          Keaveney  exchanged for accrued wages when he received the Preferred C
          shares);
     b.   Yeung  agreed to  immediately  pay off an aggregate of $202,470 of the
          Company's  liabilities,  which debt reductions were intended to reduce
          outstanding  liabilities,  including  $48,788  owed by the  Company to
          David  Keaveney for accrued  salary and $38,115 owed by the Company to
          Rhonda Keaveney,  the Company's Chief Operating  Officer,  for accrued
          salary.  A balance of  $37,500  in  accrued  salary is due and owed to
          David Keaveney in which the Company has agreed to pay to Keaveney over
          6 months with six payments of $7,250 per month beginning July 31, 2007
     c.   Keaveney  agreed  to  resign  from his  positions  as Chief  Executive
          Officer,  Chief  Financial  Officer  and as a Director  of the Company
          effective on or about April 16,  2007.  (Although it was not a term of
          the Stock Sale and Purchase  Agreement,  Keaveney  verbally  agreed to
          resign from the office of President of the Company effective March 14,
          2007,  and Yeung was elected  President  of the Company on such date);
          and
     d.   Rhonda  Keaveney also verbally  agreed to resign from her positions as
          Chief  Operating  Officer,  Secretary  and  Director  of  the  Company
          effective on or about April 16, 2007.

Keaveney and Yeung agreed that it would be in the best  interests of the Company
and its  shareholders  for  Keaveney to stay with the Company in order to finish
and file the  Company's  Form  10-KSB  Annual  Report for the Fiscal  year Ended
December 31, 2006. Mr. Keaveney subsequently resigned from his position on April
16, 2007.

As a result of the Stock  Sale and  Purchase  Agreement,  Yeung is now a control
person of the Company.

                                       6
<PAGE>
Since December 31, 2005, the Company has experienced  three separate  changes in
control of its voting securities:

     1.   On  August  28,  2006,  the  Company  completed  the  purchase  of all
          2,671,817 shares of its then issued and outstanding Series B Preferred
          Stock in three private  transactions.  On August 21, 2006, the Company
          acquired  1,421,897  shares of Series B  Preferred  Stock from  Robert
          Brehm and  Intercontinental  Assets  Corp in  exchange  for a $250,000
          Convertible  Note due August  30,  2007.  The  Company  also  acquired
          625,000  shares of Series B Preferred  Stock from its Chief  Executive
          Officer,  David W. Keaveney,  and 625,000 shares of Series B Preferred
          Stock from Tracey Baron,  when Messrs.  Keaveney and Baron surrendered
          such shares to the Company in return for an aggregate consideration of
          $1.00 paid to each of Messrs. Keaveney and Baron.
     2.   On September 13, 2006,  the Company  issued 200,000 shares of Series C
          Preferred Stock to its Chief Executive Officer,  David W. Keaveney, in
          exchange  for the  cancellation  of $10,000 in  accrued,  but  unpaid,
          compensation due to Mr.  Keaveney.  Since the Series C Preferred Stock
          carry 3,000 votes per share,  Mr. Keaveney was entitled to 600 million
          votes on matters submitted to the Company's shareholders for voting.
     3.   As discussed  above,  on March 14, 2007, Mr. Keaveney sold his 200,000
          shares of Series C Preferred to Kenneth Yeung for a purchase  price of
          $10,000 (the exact price previously  exchanged by Mr. Keaveney when he
          acquired  such shares by  cancelling  $10,000 of accrued,  but unpaid,
          compensation due to Mr. Keaveney from the Company). As a result of Mr.
          Yeung's acquisition of the Series C Preferred Stock from Mr. Keaveney,
          Mr.  Yeung is  considered  a  "control  person" of the  Company  under
          applicable  SEC  regulations.  Moreover,  Mr.Yeung  was elected to the
          office of  President  of the Company on March 14,  2007.  In addition,
          David W.  Keaveney  has  resigned  from his  current  offices as Chief
          Executive Officer, Chief Financial Officer and Director of the Company
          as of April 16,  2007.  Rhonda  Keaveney  has also  resigned  from her
          offices as Chief  Operating  Officer,  Secretary  and  Director of the
          Company effective April 16, 2007. Following such resignations and as a
          result of having voting control of the Company, Mr. Yeung will be in a
          position to elect all members of the Company's  Board of Directors and
          elect all officers of the Company.  As of the date of the Form 10-QSB,
          Mr.  Yeung  has not  indicated  whom he will  elect  to the  Board  of
          Directors or as officers of the Company.

DISCONTINUED OPERATIONS

In the fourth  quarter  of 2006,  the  Company  discontinued  operations  of its
Scottsdale  Diecast  division due to increased  manufacturer's  prices,  slowing
retail sales and increased  competition  from online auction sites.  The Company
sold the  balance of its  inventory,  fixed  assets and a website.  The  Company
decided  to no  longer  focus its  efforts  in the die cast  business  primarily
because of increasing  inventory  costs and declining sales due, in part, to the
consolidation of the diecast industry.  The Company has subsequently disposed of
all assets  related to this division in the first  quarter of 2007,  see further
discussion below.  Scottsdale  Diecast's net revenues for the three months ended
March 31, 2007 and 2006 were $1,375 and $28,984, respectively. Excluding general
and  administrative  costs that are not specifically  identifiable to Scottsdale
Diecast,  the loss from  discontinued  operations were $(1,844) and $(1,049) for
the three  months  ended  March 31, 2007 and 2006,  respectively.  No income tax
expense  has been  recorded  related to the  discontinued  operations  given the
Company's net operating  loss carry forwards and related  valuation  allowances.
Prior year  financial  statements  for 2006 have been  restated  to present  the
operations of the Scottsdale Diecast division as a discontinued operation.

The Company disposed of a portions of its fixed assets related to the Scottsdale
Diecast division and recognized a gain of $500 during fiscal 2006. The remaining
assets of the  discontinued  operations  as of December  31, 2006  consisted  of
inventory of $2,500, fixed assets (net of accumulated  depreciation) of $937 and
website  development costs (net of accumulated  amortization) of $8,478 that are
presented  under  the  caption  "Assets  held  for  sale"  in  the  accompanying
consolidated balance sheet as of December 31, 2006. These assets were sold to an
unrelated  third party during the three months ended March 31, 2007 for $15,000.
See further discussion regarding the sale of the website at Footnote 6.

                                       7
<PAGE>
NOTE 3: GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted  in the  United  States  of  America  applicable  to a going
concern,  which  contemplates  the  realization  of assets and  satisfaction  of
liabilities in the normal course of business.  The Company's  continuation  as a
going  concern is dependent  upon its ability to generate  sufficient  cash flow
from  operations  to meet  its  obligations  on a  timely  basis  and/or  obtain
financing  as  may be  required.  The  Company  has  incurred  net  losses  from
operations  since inception and has a stockholders'  deficit of $5,534,336 and a
working capital deficit of $615,214 as of March 31, 2007.

Although the Company has obtained  short-term loans, in the absence of long-term
financial  support,  there can be no assurance that additional  financing can be
obtained from conventional sources.

NOTE 4: COMMITMENTS AND CONTINGENCIES

LITIGATION

There is no threatened or pending litigation against the Company.  The following
two lawsuits below have been settled.

CASE NUMBER 05CV5129 X-CLEARING CORPORATION V. MOTORSPORTS EMPORIUM, INC.

During the third quarter of 2005, the Company was made a defendant in the matter
of  X-Clearing  Corporation,  FKA Global Stock  Transfer  and Global  Securities
Transfer v. Ten Stix,  Inc., NKA MotorSports  Emporium,  Inc.,  filed on July 1,
2005,  in the District  Court for the City and County of Denver  Colorado,  case
number 05CV5129.  The plaintiff alleged breach of contract,  collection of debts
owed and bad faith  pertaining  to  activities  of prior  management  and sought
damages in excess of $35,000.  In July 2006,  a judgment was entered in favor of
X-Clearing  Corporation against MotorSports  Emporium (f/k/a Ten Stix, Inc.) for
the principal amount of $16,856 plus prejudgment interest of $3,640, in addition
to costs and  reasonable  attorney  fees,  which we are estimating to be $20,000
("Judgment").

On April 16, 2007, the Company  entered into a settlement  agreement in order to
provide for the full settlement and discharge of all the Judgment and any claims
arising from said Judgment.  The terms of the settlement  require the Company to
pay  $32,000  to  X-Clearing,  and up to $3,000 to Ikon for costs of  copying or
printing  transfer agent records.  Such amounts were accrued during the previous
years.  The Company paid all amounts due under the settlement  agreement  during
the second quarter of 2007.

CASE NUMBER: CV-2005-052607 MOTORSPORTS EMPORIUM, INC. VS. MICHAEL WACHHOLZ

On October 6, 2005, the Company filed an Application for Preliminary  Injunction
and Order to Show Cause against Mr. Michael  Wachholz with the Superior Court in
Maricopa  County  Arizona  for breach of  contract,  breach of  fiduciary  duty,
intentional  interference with existing and prospective business  relationships,
bad faith,  failure to repay a loan and preliminary  and permanent  injunctions.
MotorSports  Emporium  settled  its  lawsuit  against  Michael  G.  Wachholz  in
September  2006. In the  settlement,  no party admitted fault or liability.  The
$5,000 loan owed to MSEP by Wachholz, which had been fully reserved for prior to
the quarter ended September 30, 2006, has been written off and will no longer be
collected. The license agreement between MSEP and Wachholz remains in full force
and effect with  MotorSports  Emporium  having  exclusive  control and ownership
rights  of the  web  site  www.gs610.com  during  the  balance  of  the  license
agreement.

The Company is not aware of any  pending  claims or  assessments,  other than as
described  above,  which may have a  material  adverse  impact on the  Company's
financial position or results of operations.

                                       8
<PAGE>
NOTE 5: NOTES PAYABLE TO SHAREHOLDERS

The Company has an outstanding note payable of $121,920 which requires quarterly
principal  payments of $7,500,  with the  remaining  principal  due February 16,
2007.  During the first  quarter  of fiscal  2007 the  Company  did not make its
quarterly  required principal payment and was in default of the final payment at
March 31, 2007.  Subsequent  to March 31,  2007,  the Company  renegotiated  the
payment terms of the note. Under the terms of the renegotiated  instrument,  the
Company is obligated to make 24 monthly principal payments of $5,670, commencing
July 1, 2007.  The  Company has  determined  that these  modified  terms are not
substantially  different  than the  original  terms as  defined  in EITF  96-19:
DEBTOR'S  ACCOUNTING FOR A MODIFICATION  OR EXCHANGE OF DEBT  INSTRUMENTS,  and,
therefore,  this  renegotiation  did not result in the  recognition of a gain or
loss.

On August 21, 2006, the Company issued a $250,000  convertible note payable to a
shareholder  and an  entity  owned  by  such  shareholder  in  exchange  for the
retirement of the shareholder's Series B preferred stock and all related accrued
interest. See Note 7. Under the terms of the note payable, interest accrues at a
rate of 10 percent  per annum,  with  monthly  principal  payments of $5,000 per
month  beginning  sixty days from the date of the note. The note may be extended
at the option of the Company two times as follows:

     1.   In the event the note is not fully paid on or before  August 30, 2007,
          the Company  may extend the note  payments  an  additional  six months
          until  February 28, 2008 however the note  principal  balance shall be
          increased  $25,000 as of September 1, 2008 and shall bear  interest at
          the  same  rate as the  original  principal  and the  minimum  monthly
          payment shall be increased to $7,500 per month.
     2.   In the  event the note is not fully  paid on or  before  February  28,
          2008,  the Company  may extend the note  payments  an  additional  six
          months until August 30, 2008 however the note principal  balance shall
          be  increased  $50,000 as of March 1, 2008 and shall bear  interest at
          the  same  rate as the  original  principal  and the  minimum  monthly
          payment shall be increased to $10,000 per month.

In the event that the note is in default and such  default has not been cured by
the Company  within 30 days  following  notice of such default to the Company by
the  holders,  the holders may  convert all or part of the  remaining  principal
balance,  plus accrued interest, of this note into common stock. In the event of
a  conversion,  the  number  of shares  of  common  stock to be issued  shall be
determined  by  dividing  (i) the  unpaid  principal  balance  plus any  accrued
interest  by (ii) eighty  percent of the average of the lowest five  closing bid
prices in the past 20 trading days immediately preceding any such conversion.

The Company was current with payments on this note through  February  2007.  The
balance  of the note will be paid by the new  investor  as  discussed  in Note 2
above.

NOTE 6: RELATED PARTY TRANSACTIONS

During the first quarter of 2007, the Company  engaged in the following  related
party transactions:

CHANGE IN CONTROL AND PAYMENT OF ACCRUED WAGES AND OFFICERS' SALARY

As discussed  in Note 2 above,  on March 14,  2007,  the Company  entered into a
Stock Sale and Purchase  Agreement with David W. Keaveney,  the Company's  Chief
Executive Officer ("Keaveney") and Kenneth Yeung ("Yeung"), pursuant to which:

     a.   Keaveney  sold  his  ownership  interest  in  200,000  shares  of  the
          Company's  Series C  Preferred  Stock  ("Preferred  C") to Yeung for a
          purchase price of $10,000 (The shares were sold for $10,000, the exact
          value amount Keaveney exchanged for accrued wages when he received the
          Preferred C shares);
     b.   Yeung  agreed to  immediately  pay off an aggregate of $202,470 of the
          Company's  liabilities,  which debt reductions were intended to reduce
          outstanding  liabilities,  including  $48,788  owed by the  Company to
          David  Keaveney for accrued  salary and $38,115 owed by the Company to
          Rhonda Keaveney,  the Company's Chief Operating  Officer,  for accrued
          salary.  A balance of  $43,500  in  accrued  salary is due and owed to
          David Keaveney in which the Company has agreed to pay to Keaveney over
          6 months  with six  payments  of $7,250 per month  beginning  July 31,
          2007.

                                       9
<PAGE>
Additionally,  wages were paid to David Keaveney  totaling $14,308 and to Rhonda
Keaveney  totaling  $4,615  during the three months ended March 31, 2007.  Total
officers'  salary  expense  for the  three  months  ended  March  31,  2007  was
approximately $61,499.

SALE OF WEBSITE DEVELOPMENT COSTS

On January 25, 2007, the Company sold the Scalecars.com website to a third party
for  the  agreed  price  of  $15,000.  The  website  development  costs  (net of
accumulated  amortization)  of $8,478 were presented  under the caption  "Assets
Held for Sale" on the December 31, 2006 balance  sheet.  The initial  payment of
$10,000  was paid  directly  to  David  Keaveney  for  accrued  salary,  and the
remaining $5,000 cash was received by the Company during March 2007. The gain on
sale of the website is  included in the  accompanying  statement  of  operations
under the caption  "Income on disposal of assets." See additional  discussion in
Footnote 2 above.

NOTE 7: COMMON STOCK

During the first  quarter of 2007,  the Company  issued an  aggregate of 787,840
shares of common  stock to an  accredited  investor in exchange for an aggregate
$20,000 in cash.

During the first  quarter of 2007,  the  Company  also  issued an  aggregate  of
218,903 shares valued at $11,133 for consulting services.

During the first  quarter of 2007,  the  Company  also  issued an  aggregate  of
166,667  shares valued at $5,000 to David  Keaveney for payment of accrued,  but
unpaid, compensation due to Mr. Keaveney from the Company.

All share grants were valued based on quoted  market prices on the date of grant
and all amounts were expensed during the first quarter of fiscal 2007.

NOTE 8: STOCK OPTIONS

The Company's  stock options  awarded to employees  contain a variable  exercise
price that is dependent  upon the market price of the Company's  common stock at
the date of exercise  and,  therefore,  are  accounted  for as variable  awards.
During the first quarter of fiscal 2007 and 2006, the Company recognized $30,698
and  $32,253,  respectively,  of  compensation  expense  associated  with  stock
options.

As of March 31, 2007 the Company had no stock options outstanding.

NOTE 9: RETIREMENT OF SERIES B PREFERRED STOCK IN EXCHANGE FOR NOTE PAYABLE

On August 21, 2006,  the  outstanding  Series B Preferred  Stock,  consisting of
shares held by our CEO, a former  director  and a  shareholder,  were retired in
exchange for cash compensation of $1 each to the CEO and a former director and a
convertible  note payable in the principal  amount of $250,000 to a shareholder.
The Company has  determined  that this  transaction  meets the  definition of an
extinguishment  based  on  the  guidance  contained  in  EITF  96-19:   DEBTOR'S
ACCOUNTING FOR A MODIFICATION OR EXCHANGE OF DEBT INSTRUMENTS,  and,  therefore,
the Company has recognized a loss on  extinguishment of debt of $116,405 related
to this transaction.

Under the terms of the note  payable,  interest  accrues at a rate of 10 percent
per annum, with monthly  principal  payments of $5,000 per month beginning sixty
days  from the date of the note.  On March 14,  2007,  the  holders  of the note
payable  executed an  amendment  to the note  payable,  which  provided  for the
deferral of payments  under the note payable  until June 2007,  and extended the
term of the note from August 2007, to August 2008.

In the event that the note is in default and such  default has not been cured by
us within 30 days following  notice of such default by the holders,  the holders
may  convert  all or part  of the  remaining  principal  balance,  plus  accrued
interest,  of this note into common  stock.  In the event of a conversion of the
amended  note,  the  number  of shares  of  common  stock to be issued  shall be
determined  by  dividing  (i) the  unpaid  principal  balance  plus any  accrued
interest by (ii) seventy-five  percent of the average of the lowest five closing
bid  prices  in  the  past  20  trading  days  immediately  preceding  any  such
conversion.

                                       10
<PAGE>
NOTE 10: SERIES C PREFERRED STOCK

On July 20, 2006, the Company  established and authorized up to 3,000,000 shares
of no par value Series C Preferred Stock ("Pf C Shares").

On September 13, 2006, the Company issued 200,000 shares of Pf C Shares to David
W. Keaveney,  the Company's  President and CEO, in exchange for the cancellation
of $10,000 in accrued, but unpaid, compensation due to Mr. Keaveney.

The Pf C Shares have the following  voting  powers,  designations,  preferences,
limitations, restrictions and relative rights:

a.  Designation:  Series C  Preferred  Stock b.  Authorized  Shares  of Series C
Preferred Stock:  3,000,000 c. Liquidation Rights: None d. Dividend Rights: None
e.  Conversion  Rights:  None f.  Mandatory  Redemption  Rights:  None g. Voting
Rights: 3,000 votes per share

Since the Pf C Shares issued to Mr. Keaveney carry super-voting  rights of 3,000
votes per share,  Mr.  Keaveney  is  entitled  to 600  million  votes on matters
submitted to the Company's  shareholders for vote. As a result of Mr. Keaveney's
voting power,  he effectively  controls the Company and is considered a "control
person" under applicable SEC regulations.

On March 14, 2007, the Company entered into a Stock Sale and Purchase  Agreement
with David W. Keaveney,  the Company's Chief Executive Officer  ("Keaveney") and
Kenneth Yeung  ("Yeung"),  pursuant to which Keaveney sold 200,000 shares of the
Company's Series C Preferred Stock ("Preferred C") to Yeung for a purchase price
of $10,000 (the exact price previously  exchanged for Preferred C shares for the
cancellation of $10,000 in accrued,  but unpaid,  compensation due to Keaveney).
See  additional  discussion in Note 2 under "Change in Control".  As a result of
the Stock  Sale and  Purchase  Agreement,  Yeung is now a control  person of the
Company.

NOTE 11: NET LOSS PER SHARE

Net loss per share is calculated  using the weighted average number of shares of
common stock outstanding  during the period. The Company has excluded the shares
of common stock issuable upon  conversion of the  convertible  note payable (see
Note 4) as the note is not  currently  convertible  and as the  effects  of such
conversion  are  antidilutive.  The  Company has no other  potentially  dilutive
securities.

                                       11
<PAGE>
NOTE 12: SUBSEQUENT EVENTS

STOCK SALE AND PURCHASE AGREEMENT

On May 2, 2007, Motorsports Emporium, Inc.  ("MotorSports") entered into a Stock
Sale and Purchase  Agreement with Axia Group,  Inc.  ("Axia") and  International
Building Technologies, Inc. ("IBT"), a wholly-owned subsidiary of Axia; pursuant
to  which  Motorsports  acquired  50,000,000  shares  of IBT  common  stock  (or
approximately  80% of IBT's issued and  outstanding  common stock) from Axia for
consideration   consisting  of  a  (i)  $1,000,000  Convertible  Note  and  (ii)
20,000,000 shares of Motorsports common stock.

The $1,000,000  Convertible  Note bears interest at the rate of 8% per annum and
requires the following principal payments:

     (1)  $50,000  payable on or before November 1, 2007;
     (2)  $50,000  payable on or before May 1, 2008;
     (3)  $900,000 payable on or before May 1, 2010.

Interest is payable on the Convertible Note at maturity on May 1, 2010.

In the event that the principal  payments due under the Convertible Note are not
timely made, the holder of the  Convertible  Note may convert all or part of the
remaining unpaid  principal and accrued interest into Motorsports  common stock.
In the event of such a  conversion,  the number of shares to be issued  shall be
determined by dividing (i) the unpaid principal  balance of the Convertible Note
plus any accrued interest by (ii) 50% of the average of the lowest three closing
bid prices of  Motorsports  common stock during the 20 trading days  immediately
preceding  any such  conversion.  Such  conversions  shall not  exceed  4.99% of
Motorsports common stock at any one time.

Any shares of Motorsports common stock issued upon conversion of the Convertible
Note  are  entitled  to  "Piggy  Back  Registration  Rights"  in the  event of a
registration  of Motorsports  securities  made effective  during the term of the
Convertible  Note.  MotorSports  has yet to issue the  20,000,000  shares of its
common stock to Axia.

These shares of common stock and the Convertible Note will be issued pursuant to
the exemption  from  registration  afforded under Section 4(2) of the Securities
Act of 1933, as amended.

MotorSports'  obligation to close the transaction  contemplated by the Agreement
was also  conditioned  on the  execution  and delivery of an  Exclusive  License
Agreement  between  MotorSports,  as  Licensor,  and Axia,  as Licensee  (see #2
below).

LICENSING AGREEMENT

On May 2, 2007,  in accordance  with the terms and  conditions of the Stock Sale
and Purchase  Agreement,  MotorSports and Axia entered into an Exclusive License
Agreement, pursuant to which MotorSports granted Axia a transferable,  revocable
right to use, market,  sell and distribute certain  technology  described in the
Exclusive  License Agreement in the territory that includes the countries of Sri
Lanka on an exclusive basis and in Pakistan and India on a non-exclusive  basis.
The  Exclusive  License  Agreement  has an  initial  term  of two  years  and is
renewable for an additional two year term if certain performance  conditions are
met.

                                       12
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

For a description of our significant accounting policies and an understanding of
the significant factors that influenced our performance during the quarter ended
March  31,  2007,  this  "Management's  Discussion  and  Analysis  of  Financial
Condition  and Results of  Operations"  should be read in  conjunction  with the
Consolidated  Financial  Statements,  including the related notes,  appearing in
Item 1 of this Quarterly  Report, as well as the Company's Annual Report on Form
10-KSB for the year ended December 31, 2006.

CAUTIONARY FORWARD - LOOKING STATEMENT

The  following  discussion  should  be read in  conjunction  with our  financial
statements and related notes.

Certain matters discussed herein may contain forward-looking statements that are
subject to risks and uncertainties.  Such risks and uncertainties  include,  but
are not limited to, the following:

     -    the volatile and competitive nature of the industry,
     -    the uncertainties surrounding the rapidly evolving markets in which we
          compete,
     -    the uncertainties surrounding technological change of the industry,
     -    our dependence on its intellectual property rights,
     -    the success of marketing efforts by third parties,
     -    the changing demands of customers, and
     -    the arrangements with present and future customers and third parties.

Should one or more of these risks or uncertainties  materialize or should any of
the underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated.

GENERAL

MotorSports  Emporium,  Inc., formally known as Ten Stix, Inc., changed its name
on December 1, 2004 under the laws of the State of Nevada to engage in the motor
sports industry  targeting  enthusiasts  participating  in die cast  collecting,
automobile restoration,  purchase of high-performance accessories,  motor sports
related collectibles, driver's apparel, race venues and product licensing.

The Company's  shares of common stock trade on the OTC Bulletin  Board under the
symbol "MSEM.OB."

Our  principal  executive  offices are located at 7525 E Williams  Drive Suite b
Scottsdale,  AZ 85255.  Our  telephone  number is (480)  596-4002 and  facsimile
number is (480)  556-0831.  More  information  regarding  our  products  and the
Company is available on our website at www.motorsportsemporium.com

EXECUTIVE OVERVIEW

Since 2005, we transformed  our business away from the gaming  operations of Ten
Stix,  Inc. and began to develop a diverse  business  entity in the motor sports
industry,  targeting  enthusiasts who participate in automobile racing, die cast
collectible cars, automobile restoration,  high-performance  accessories,  motor
sports-related  collectibles,  automotive  and racing  art,  as well as driver's
apparel,  race venues and product licensing.  We initiated operations by selling
die-cast  collectibles in December 2004, under the name  ScaleCars.com  and have
been steadily  expanding our product  portfolio to include race worn memorabilia
from well known professional  racing drivers and sell these products through our
DriversDigs.com  division.  We sell our  automotive  and race  related  art work
through  PitStopStudios.com,  another  division  of the  Company.  We also  have
expanded  our  product  portfolio  through  Quadriga   MotorSports.com  with  an
acquisition  of an exclusive  license to manufacture  and  distribute  GS610(TM)
Maximum  Performance  Brake Fluid(TM),  a high quality  performance brake fluid.
Finally,  we recently  launched  CleanCarCareKit.com,  our new car care  product
line, Luyendyk Pro Series(TM), consisting of high performance specialty car care
products.

                                       13
<PAGE>
We have begun to focus our efforts more on our high performance  brake fluid and
specialty car care product lines under the  QuadrigaMotorsports.com web site. We
began generating revenues from these businesses in the current fiscal year.

We have been incurring selling, general and administrative expenses primarily to
develop our existing businesses,  improve our current  infrastructure to address
anticipated growth and identify and evaluate  complementary business development
opportunities  and marketing.  The  development  of these  businesses has led to
recent  operating  losses and cash  outflows.  However,  we  believe  that these
actions will allow us to generate positive operating results in the future.

RECENT DEVELOPMENTS

REVERSE STOCK SPLIT

         Effective October 31, 2006, the Company effected a reverse split of our
common stock on a ratio of 1 share for every 225 shares of common stock, without
decreasing the number of authorized  shares of common stock and without changing
the par value of the common stock. All share counts included in this Form 10-QSB
have been retroactively restated for this stock split.

CHANGE IN DIRECTORS

Effective April 5, 2006, Tracey S. Baron resigned from the Board of Directors of
the Company.  On September 13, 2006,  David W. Keaveney and Rhonda Keaveney were
re-elected  to the Board of  Directors  of the  Company to serve  until the 2007
annual  meeting of  shareholders  or until their  successors  are duly  elected.
However, David W. Keaveney and Rhonda Keaveney have resigned their directorships
effective April 16, 2007.

CHANGE IN CONTROL

On September 13, 2006, we issued 200,000  shares of Series C Preferred  Stock to
David W. Keaveney,  our then President and CEO, in exchange for the cancellation
of $10,000 in accrued,  but unpaid,  compensation due to Mr. Keaveney.  On March
14, 2007, Mr. Keaveney sold his Series C Preferred Stock to Mr. Kenneth Yeung.

The Series C Preferred  Stock has the  following  voting  powers,  designations,
preferences, limitations, restrictions and relative rights:

     a.   Designation: Series C Preferred Stock
     b.   Authorized Shares of Series C Preferred Stock: 3,000,000
     c.   Liquidation Rights: None
     d.   Dividend Rights: None
     e.   Conversion Rights: None
     f.   Mandatory Redemption Rights: None
     g.   Voting Rights: 3,000 votes per share

Since the Series C Preferred  Stock carries  super-voting  rights of 3,000 votes
per share,  Mr. Yeung is entitled to 600 million votes on matters  submitted our
shareholders  for vote. As a result of Mr. Yeung's voting power,  he effectively
controls the Company and is considered a "control  person" under  applicable SEC
regulations.

RETIREMENT OF SERIES B PREFERRED STOCK IN EXCHANGE FOR NOTE PAYABLE

On August 21, 2006,  the  outstanding  Series B Preferred  Stock,  consisting of
shares held by our CEO, a former  director  and a  shareholder,  were retired in
exchange for cash compensation of $1 each to the CEO and a former director and a
convertible  note payable in the principal  amount of $250,000 to a shareholder.
The Company has  determined  that this  transaction  meets the  definition of an
extinguishment  based  on  the  guidance  contained  in  EITF  96-19:   DEBTOR'S
ACCOUNTING FOR A MODIFICATION OR EXCHANGE OF DEBT INSTRUMENTS,  and,  therefore,
the Company has recognized a loss on  extinguishment of debt of $116,405 related
to this transaction.

                                       14
<PAGE>
Under the terms of the note  payable,  interest  accrues at a rate of 10 percent
per annum, with monthly  principal  payments of $5,000 per month beginning sixty
days  from the date of the note.  On March 14,  2007,  the  holders  of the note
payable  executed an  amendment  to the note  payable,  which  provided  for the
deferral of payments  under the note payable  until June 2007,  and extended the
term of the note from August 2007, to August 2008.

In the event that the note is in default and such  default has not been cured by
us within 30 days following  notice of such default by the holders,  the holders
may  convert  all or part  of the  remaining  principal  balance,  plus  accrued
interest,  of this note into common  stock.  In the event of a conversion of the
amended  note,  the  number  of shares  of  common  stock to be issued  shall be
determined  by  dividing  (i) the  unpaid  principal  balance  plus any  accrued
interest by (ii) seventy-five  percent of the average of the lowest five closing
bid  prices  in  the  past  20  trading  days  immediately  preceding  any  such
conversion.

DISCONTINUED OPERATIONS

In the fourth  quarter  of 2006,  the  Company  discontinued  operations  of its
Scottsdale  Diecast  division due to increased  manufacturer's  prices,  slowing
retail sales and increased  competition  from online auction sites.  The Company
sold the  balance of its  inventory,  fixed  assets and a website.  The  Company
decided  to no  longer  focus its  efforts  in the die cast  business  primarily
because of increasing  inventory  costs and declining sales due, in part, to the
consolidation of the diecast industry.  The Company has subsequently disposed of
all assets  related to this  division in the first  quarter of 2007.  Scottsdale
Diecast's  net  revenues for the three months ended March 31, 2007 and 2006 were
$1,375 and $28,984,  respectively.  Excluding general and  administrative  costs
that are not  specifically  identifiable  to Scottsdale  Diecast,  the loss from
discontinued  operations  were  $(2,879) and $(8,093) for the three months ended
March 31, 2007 and 2006,  respectively.  No income tax expense has been recorded
related to the  discontinued  operations  given the Company's net operating loss
carry forwards and related valuation allowances. Prior year financial statements
for 2006 have been restated to present the operations of the Scottsdale  Diecast
division as a discontinued operation.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THREE MONTHS ENDED MARCH 31, 2006

Our net loss during the first quarter of 2007 was $(169,645) or $0.05 per common
share  compared to a net loss of $(323,969) or $0.27 per common share during the
first quarter of 2006.

Total  revenues for the first  quarter of 2007 and 2006 were $1,375 and $28,984,
respectively  (a  decrease  of  $27,609),  which  are  classified  as loss  from
discontinued operations on the consolidated statements of operations.

During the first  quarter of 2007,  we incurred  operating  expenses of $169,935
compared to $321,596 of operating  expenses incurred during the first quarter of
2006 (a decrease of $151,661).  Operating expenses for the first quarter of 2007
primarily  consisted  of: (i)  $168,195 of selling,  general and  administrative
expenses compared to $320,586 of selling,  general and  administrative  expenses
incurred  during the first quarter of 2006;  (ii) $990 of  depreciation  expense
compared to $260 of  depreciation  expense  incurred during the first quarter of
2006; and (iii) $750 of  amortization  expense  compared to $750 of amortization
expense  incurred  during the first quarter of 2006. We also incurred  $7,642 of
interest expense during the first quarter of 2007 as compared to $7,167 incurred
during the first three  months of 2006.  The  decrease in  operational  expenses
during the first three months of 2007 compared to the first three months of 2006
was primarily due to the discontinuation of operations as previously discussed.

In 2007, our other income  (expense)  included a gain of $5,496  associated with
the settlement of outstanding litigation,  which reduced the total amount due to
$33,000 plus $3,000 for copy services  related to stock  transfer agent records.
These amounts are included in accrued  expenses on the balance  sheet,  and were
paid during the second quarter of 2007.

                                       15
<PAGE>
RELATED PARTY TRANSACTIONS

During the first quarter of 2007, the Company  engaged in the following  related
party transactions:

CHANGE IN CONTROL AND PAYMENT OF ACCRUED WAGES AND OFFICERS' SALARY

As discussed  in Note 2 above,  on March 14,  2007,  the Company  entered into a
Stock Sale and Purchase  Agreement with David W. Keaveney,  the Company's  Chief
Executive Officer ("Keaveney") and Kenneth Yeung ("Yeung"), pursuant to which:

     a.   Keaveney sold his ownership in 200,000 shares of the Company's  Series
          C Preferred  Stock  ("Preferred  C") to Yeung for a purchase  price of
          $10,000  (The shares  were sold for  $10,000,  the exact value  amount
          Keaveney  exchanged for accrued wages when he received the Preferred C
          shares);
     b.   Yeung  agreed to  immediately  pay off an aggregate of $202,470 of the
          Company's  liabilities,  which debt reductions were intended to reduce
          outstanding  liabilities,  including  $48,788  owed by the  Company to
          David  Keaveney for accrued  salary and $38,115 owed by the Company to
          Rhonda Keaveney,  the Company's Chief Operating  Officer,  for accrued
          salary.  A balance of  $37,500  in  accrued  salary is due and owed to
          David Keaveney in which the Company has agreed to pay to Keaveney over
          6 months  with six  payments  of $7,250 per month  beginning  July 31,
          2007.

Additionally,  wages were paid to David Keaveney  totaling $14,308 and to Rhonda
Keaveney  totaling  $4,615  during the three months ended March 31, 2007.  Total
officers'  salary  expense  for the  three  months  ended  March  31,  2007  was
approximately $61,499.

SALE OF WEBSITE DEVELOPMENT COSTS

On January 25, 2007, the Company sold the Scalecars.com website to a third party
for  the  agreed  price  of  $15,000.  The  website  development  costs  (net of
accumulated  amortization)  of $8,478 were presented  under the caption  "Assets
Held for Sale" on the December 31, 2006 balance  sheet.  The initial  payment of
$10,000  was paid  directly  to  David  Keaveney  for  accrued  salary,  and the
remaining $5,000 cash was received by the Company during March 2007. The gain on
sale of the website is  included in the  accompanying  statement  of  operations
under the caption  "Income on disposal of assets." See additional  discussion in
Footnote 2 above.

LIQUIDITY AND CAPITAL RESOURCES

Our future  success and  viability  is primarily  dependent  upon our ability to
increase  operating  cash  flows and  develop  new  business  opportunities.  As
discussed in Note 2 to the Consolidated Financial Statements,  Mr. Keaveney sold
his Series C Preferred  Stock to Mr. Kenneth  Yeung.  As a result of Mr. Yeung's
voting power,  he effectively  controls the Company and is considered a "control
person" under  applicable SEC  regulations.  Mr. Yeung agreed to immediately pay
off an aggregate of $202,470 of the Company's liabilities, which debt reductions
were intended to reduce outstanding  liabilities,  including $48,788 owed by the
Company to Keaveney for accrued salary and $38,115 owed by the Company to Rhonda
Keaveney, the Company's Chief Operating Officer. The cash to pay the liabilities
was received by the Company in March 2007. As of March 31, 2007,  $45,294 of the
related  liabilities  have not been paid,  such  payments were made in April and
May,  2007.  A balance of  $37,500  in  accrued  salary is due and owed to David
Keaveney in which the  Company has agreed to pay to Keaveney  over 6 months with
six payments of $6,250 per month beginning July 31, 2007.

During the next 12 months,  our  foreseeable  cash  requirements  will relate to
continuing to develop the operations of our wholly owned subsidiary and business
divisions,  maintaining our good standing and making the requisite  filings with
the Securities and Exchange  Commission,  and the payment of expenses associated
with reviewing or investigating any potential business venture.  Because we have
not identified any such venture as of the date of this Report,  it is impossible
to predict the costs.  Additionally,  we may experience a liquidity  predicament
and be required to raise additional capital.  Historically,  we have relied upon
internally  generated funds and funds from the sale of shares of stock and loans
from our  shareholders  and  private  investors  to finance our  operations  and
growth. Management may raise additional capital through future public or private
offerings of our stock or through loans from private  investors,  although there
can be no assurance that we will be able to obtain such  financing.  Our failure
to do so would have a material and adverse affect upon us and our shareholders.

                                       16
<PAGE>
Our financial  statements have been prepared assuming that we will continue as a
going  concern  and,  accordingly,  do not include  adjustments  relating to the
recoverability and realization of assets and classifications of liabilities that
might be necessary should we be unable to continue our operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  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 of operations,  liquidity,  capital  expenditures  or capital
resources  that  are  material  to  investors.   The  term  "off-balance   sheet
arrangement"  generally means any  transaction,  agreement or other  contractual
arrangement to which an entity  unconsolidated  with us is a party,  under which
the we have (i) any obligation  arising under a guarantee  contract,  derivative
instrument or variable  interest;  or (ii) a retained or contingent  interest in
assets transferred to such entity or similar  arrangement that serves as credit,
liquidity or market risk support for such assets.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments
that are not reflected as liabilities on our consolidated balance sheet included
elsewhere in this report,  nor does management  anticipate any further  material
commitments within the next twelve months.

FORWARD-LOOKING STATEMENTS

The foregoing discussion, as well as the other sections of this Quarterly Report
on Form 10-QSB,  contains  forward-looking  statements  that reflect our current
views with  respect  to future  events and  financial  results.  Forward-looking
statements  usually include the verbs  "anticipates,"  "believes,"  "estimates,"
"expects,"  "intends,"  "plans,"  "projects,"   "understands"  and  other  verbs
suggesting uncertainty.  We remind shareholders that forward-looking  statements
are merely  predictions and therefore  inherently  subject to uncertainties  and
other factors which could cause the actual results to differ materially from the
forward-looking statements.  Potential factors that could affect forward-looking
statements  include,  among other things,  our ability to identify,  produce and
complete projects that are successful in the marketplace,  to arrange financing,
distribution  and  promotion  for these  projects on favorable  terms in various
markets and to attract and retain qualified personnel.

ITEM 3 - CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure  controls and procedures.  Our principal  executive
officer and principal  financial officer have evaluated the effectiveness of our
disclosure  controls and  procedures  controls and  procedures  (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act as of the end of the
period  covered by this  quarterly  report  ("Evaluation  Date").  Based on such
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer  has
concluded  that,  as  of  the  Evaluation  Date,  our  disclosure  controls  and
procedures were ineffective due to an insufficient  complement of personnel with
an  appropriate  level of accounting  knowledge,  experience and training in the
general  application of generally accepted  accounting  principles  commensurate
with its financial  reporting  requirements  and the complexity of the Company's
operations and transactions.

(b)  Changes in  internal  controls.  There were no  significant  changes in our
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of evaluation by our principal executive officer
and principal financial officer.

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There is no threatened or pending litigation against the Company.  The following
two lawsuits below have been settled.

CASE NUMBER 05CV5129 X-CLEARING CORPORATION V. MOTORSPORTS EMPORIUM, INC.

During the third quarter of 2005, the Company was made a defendant in the matter
of  X-Clearing  Corporation,  FKA Global Stock  Transfer  and Global  Securities
Transfer v. Ten Stix,  Inc., NKA MotorSports  Emporium,  Inc.,  filed on July 1,
2005,  in the District  Court for the City and County of Denver  Colorado,  case
number 05CV5129.  The plaintiff alleged breach of contract,  collection of debts
owed and bad faith  pertaining  to  activities  of prior  management  and sought
damages in excess of $35,000.  In July 2006,  a judgment was entered in favor of
X-Clearing  Corporation against MotorSports  Emporium (f/k/a Ten Stix, Inc.) for
the principal amount of $16,856 plus prejudgment interest of $3,640, in addition
to costs and  reasonable  attorney  fees,  which we are estimating to be $20,000
("Judgment").

On April 16, 2007, the Company  entered into a settlement  agreement in order to
provide for the full settlement and discharge of all the Judgment and any claims
arising from said Judgment.  The terms of the settlement  require the Company to
pay  $32,000  to  X-Clearing,  and up to $3,000 to Ikon for costs of  copying or
printing  transfer  agent  records.  Such amounts were accrued  during  previous
years.  The Company paid all amounts due under the settlement  agreement  during
the second quarter of 2007.

CASE NUMBER: CV-2006-052607 MOTORSPORTS EMPORIUM, INC. VS. MICHAEL WACHHOLZ

On October 6, 2005, the Company filed an Application for Preliminary  Injunction
and Order to Show Cause against Mr. Michael  Wachholz with the Superior Court in
Maricopa  County  Arizona  for breach of  contract,  breach of  fiduciary  duty,
intentional  interference with existing and prospective business  relationships,
bad faith,  failure to repay a loan and preliminary  and permanent  injunctions.
MotorSports  Emporium  settled  its  lawsuit  against  Michael  G.  Wachholz  in
September  2006. In the  settlement,  no party admitted fault or liability.  The
$5,000 loan owed to MSEP by Wachholz  has been written off and will no longer be
collect.  The license  agreement between MSEP and Wachholz remains in full force
and effect with  MotorSports  Emporium  having  exclusive  control and ownership
rights  of the  web  site  www.gs610.com  during  the  balance  of  the  license
agreement.

The Company is not aware of any  pending  claims or  assessments,  other than as
described  above,  which may have a  material  adverse  impact on the  Company's
financial position or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the first  quarter of 2007,  the Company  issued an  aggregate of 787,840
shares of common  stock to an  accredited  investor in exchange for an aggregate
$20,000 in cash.

During the first  quarter of 2007,  the  Company  also  issued an  aggregate  of
218,903 shares valued at $11,133 for consulting services.

During the first  quarter of 2007,  the  Company  also  issued an  aggregate  of
166,667  shares valued at $5,000 to David  Keaveney for payment of accrued,  but
unpaid, compensation due to Mr. Keaveney from the Company.

All share grants were valued based on quoted  market prices on the date of grant
and all amounts were expensed during the first quarter of fiscal 2007.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

See Note 4, above, for a discussion of a default upon a senior security.

                                       18
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

(a) Exhibits

    Exhibit 3(1)+    Articles of Amendment to Articles of Incorporation filed on
                     _____________,  2006,  with the  Secretary  of State of the
                     State of Nevada.

    Exhibit 4(1)*    Certificate of Designation of Series C Preferred Stock.

    Exhibit 4(2)*    Twelve Month Convertible Note dated August 21, 2006.

    Exhibit 19**     Definitive  Schedule  14C  filed  with the  Securities  and
                     Exchange Commission on October 2, 2006.

    Exhibit 31.1     Certification  of Principal  Executive  Officer pursuant to
                     Rule  13a-14(a)/15d-14(a),  as adopted  pursuant to Section
                     302 of the Sarbanes-Oxley Act of 2002.

    Exhibit 31.2     Certification  of Principal  Financial  Officer pursuant to
                     Rule  13a-14(a)/15d-14(a),  as adopted  pursuant to Section
                     302 of the Sarbanes-Oxley Act of 2002.

    Exhibit 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 by reference to the Company's Current Report on Form 8-K filed
     with the Securities and Exchange Commission on September 14, 2006.
**   Incorporated  by  reference  to  the  Company's   Definitive  Schedule  14C
     Information  Statement filed with the Securities and Exchange Commission on
     October 2, 2006.
***  In  accordance  with SEC  Release  No.  34-47986,  this  Exhibit  is hereby
     furnished to the  Securities  and Exchange  Commission  as an  accompanying
     document  and is not deemed  "filed" for the  purposes of Section 18 of the
     Securities  Exchange Act of 1934 or otherwise subject to the liabilities of
     that Section,  nor shall it be deemed  incorporated  by reference  into any
     filing under the Securities Act of 1933.

                                       19
<PAGE>
                                   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.

                                     MOTORSPORTS EMPORIUM, INC.


Date: May 15, 2007                   /s/ Kenneth Yeung
                                     -------------------------------------------
                                     Kenneth Yeung
                                     President/Treasurer/Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Financial Officer)

                                       20