================================================================================
                                  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, 2006; 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

                                   ----------

                           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.)

                             16055 N. Dial Blvd. #5
                            Scottsdale, Arizona 85260
                    (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, 2006 was 369,401,403

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

                      FOR THE QUARTER ENDED MARCH 31, 2006

                                      INDEX
                                                                            Page
                                                                            ----

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

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

          Consolidated Balance Sheet.........................................  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....... 10

     Item 3. Controls and Procedures......................................... 13

PART II - OTHER INFORMATION.................................................. 14

     Item 1. Legal Proceedings............................................... 14

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 14

     Item 3. Defaults Upon Senior Securities................................. 15

     Item 4. Submission of Matters to a Vote of Security Holders............. 15

     Item 5. Other Information............................................... 15

     Item 6. Exhibits........................................................ 16

SIGNATURES................................................................... 16

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS.

                           MOTORSPORTS EMPORIUM, INC.
                           CONSOLIDATED BALANCE SHEET

                                                                     March 31,
                                                                       2006
                                                                    -----------
                                                                    (unaudited)

                                     ASSETS

Cash                                                                $    27,046
  Accounts receivable                                                       737
  Inventory                                                             138,173
  Other current assets                                                   78,500
                                                                    -----------
      Total current assets                                              244,456
                                                                    -----------
Fixed assets, net                                                        15,020
Deposits                                                                    295
Intangible assets, net                                                   28,522
                                                                    -----------
     Total assets                                                   $   288,293
                                                                    ===========

                       LIABILITIES & STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                               $   133,575
Accrued expenses - related parties                                      114,000
Deferred revenue                                                          8,355
Notes payable to stockholders                                           205,920
                                                                    -----------
      Total current liabilities                                         461,850
                                                                    -----------
Preferred B stock, $.05 par value, 3,000,000 shares authorized;
2,671,897 shares issued and outstanding                                 133,595
                                                                    -----------
      Total liabilities                                                 595,445
                                                                    -----------
Preferred A stock, $250 par value, 100,000 shares authorized;
  96 shares issued and outstanding                                       24,000
Common stock; $.001 par value, 500,000,000 shares authorized;
  326,723,703 shares issued and outstanding                             326,724
Additional paid-in capital                                            3,873,016
Stock subscription receivable                                           (31,943)
Accumulated deficit                                                  (4,498,949)
                                                                    -----------
      Total stockholders' deficit                                      (307,152)
                                                                    -----------
      Total liabilities and stockholders' deficit                   $   288,293
                                                                    ===========

          See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                     -------------------------------------
                                                          2006                    2005
                                                     -------------           -------------
<S>                                                  <C>                     <C>
Retail sales                                         $      28,984           $      50,586
Cost of sales                                               13,321                  30,076
                                                     -------------           -------------
      Gross profit                                          15,663                  20,510
                                                     -------------           -------------
Operating expenses:
  Selling, general and administrative                      330,835                 333,456
  Depreciation                                               1,473                     750
  Amortization                                               3,098                   3,415
                                                     -------------           -------------
      Total operating expenses                             335,406                 337,621
                                                     -------------           -------------
Operating loss                                            (319,743)               (317,111)
Other income (expense):
  Interest income                                               40                      --
  Interest expense                                          (7,167)                 (2,086)
  Other income (expense)                                     2,901                      --
                                                     -------------           -------------
     Total other income (expense)                           (4,226)                 (2,086)
                                                     -------------           -------------
Net loss                                             $    (323,969)          $    (319,197)
                                                     =============           =============

Net loss per common share:
   Basic                                             $       (0.00)          $       (0.00)
   Diluted                                           $       (0.00)          $       (0.00)

Weighted average common shares outstanding:
   Basic                                               274,761,057             141,817,224
                                                     =============           =============
   Diluted                                             274,761,057             141,817,224
                                                     =============           =============
</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,
                                                            -----------------------------
                                                              2006                2005
                                                            ---------           ---------
<S>                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $(323,969)          $(319,197)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                               4,571               4,164
    Amortization of debt discount                               3,531                 179
    Employee stock based compensation                          32,253                  --
    Third party stock based compensation                       75,250              19,520
  Changes in assets and liabilities:
    Accounts receivable                                           530              (2,124)
    Inventory                                                   1,269              19,469
    Prepaid expenses                                            3,750                  --
    Deferred revenue                                            8,355                  --
    Accounts payable and accrued expenses                      29,776             (18,388)
                                                            ---------           ---------
         Net cash used in operating activities               (164,684)           (296,377)
                                                            ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                                    (2,029)            (10,100)
                                                            ---------           ---------
         Net cash used in investing activities                 (2,029)            (10,100)
                                                            ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of notes payable                                  (7,500)           (170,847)
  Proceeds from issuance of common stock                       15,000             524,654
  Proceeds from exercise of stock options                     162,299                  --
                                                            ---------           ---------
         Net cash provided by financing activities            169,799             353,807
                                                            ---------           ---------

INCREASE IN CASH                                                3,086              47,330

CASH, beginning of period                                      23,960              12,732
                                                            ---------           ---------
CASH, end of period                                         $  27,046           $  60,062
                                                            =========           =========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                    $      --           $      --
                                                            =========           =========
  Cash paid for income taxes                                $      --           $      --
                                                            =========           =========
Non-cash financing and investing activities:
  Issuance of common stock for prepaid expenses             $  75,000           $      --
                                                            =========           =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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, 2005
Annual Report on Form 10-KSB. Operating results for the three months ended March
31, 2006 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2006.

NOTE 2: MATERIAL EVENTS

STOCK ISSUANCES

During the first quarter of 2006,  the Company  issued the  following  shares of
common stock:

     *    33,726,900 for consulting  services,  including 25,693,738 shares to a
          director
     *    40,600,000 for the issuance of stock options to employees
     *    3,750,000 issued in connection with equity offerings

Such share  issuances were recorded at market prices with an aggregate  value of
$364,971,  of which  $75,000 is for services to be rendered in the future and is
reflected as a prepaid  expense in the  accompanying  balance sheet at March 31,
2006.

CHANGE IN DIRECTORS

Effective April 5, 2006, Tracey S. Baron resigned from the Board of Directors of
the Company.

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 $307,152 and a
working capital deficit of $217,394 as of March 31, 2006.

The Company's has  redeveloped  its strategic  expansion plan for 2006 that will
allow the Company to focus its efforts more on its high performance brake fluid,
GS610 and launch new product  lines.  The Company is  currently  increasing  its
advertising by obtaining licensing  agreements with professional race drivers as
part of this  strategic  plan.  The  Company  will  continue  to sell its entire
product line to motor sports  enthusiasts who participate in automobile  racing,
die cast collectables,  automobile  restoration,  high-performance  accessories,
motor sports-related collectibles,  automobile and racing art, driver's apparel,
race venues and product licensing.

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.

                                       6
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT)

NOTE 4: COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

At March 31, 2006,  future minimum annual lease payments under  operating  lease
agreements are as follows:

                           2006                     27,500
                     Thereafter                         --
                                                   -------
                          Total                    $27,500
                                                   =======

OTHER COMMITMENTS

N/A

LITIGATION

We currently are involved in a variety of legal  matters.  Based on  information
currently available, management does not believe that the ultimate resolution of
these matters will have a material  adverse  effect on our financial  condition,
results of operations or cash flows.

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 is alleging  breach of contract,  collection of
debts  owed and bad faith and is  seeking  damages  in  excess of  $35,000.  The
Company denies any liability to the plaintiff,  and intends to vigorously defend
the lawsuit.  As of the date of this Annual Report, the Company,  along with its
attorney,  is  investigating  the various  documents  produced by the  Plaintiff
pursuant to the  Company's  discovery  motions and  requests.  . A court date is
scheduled for July 2006.

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.  A hearing was scheduled for March 10, 2006 to show cause resulting
in a further court date scheduled for August 2006.  The Company feels  confident
that it will prevail on the merits in the actions filed against Mr. Wachholz.

THREATENED LITIGATION:

The Company  received a certified  demand letter on July 9, 2005, from A-Squared
Holdings,  Inc., formally Damascus Group, LLC and Robert L. and Jodi K. Stevens.
A-Squared Holdings,  Inc. claims that MotorSports Emporium,  Inc. (FKA Ten Stix,
Inc.) owes a loan  balance of  $62,000  plus  interest,  the  proceeds  from the
interests in the purchase of the Bonus 6 table game by Jodi Stevens,  as well as
interest (at 12%),  court fees,  legal fees, etc. which will continue to accrue.
The Company denies the above allegations and is currently  reviewing its options
with regard to these claims.  No further action has been taken as of the date of
this filing. However the Company anticipates A-Squared Holdings,  Inc. will file
a lawsuit  against  the  Company  claiming  damages  as set forth in the  demand
letter.

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.

                                       7
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT)

NOTE 4: NOTES PAYABLE TO SHAREHOLDERS

During the first quarter of fiscal 2006, the Company renegotiated an outstanding
note payable of $129,240.  Under the terms of the renegotiated  instrument,  the
Company is obligated to make quarterly  principal  payments of $7,500,  with the
remaining principal due February 16, 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.

NOTE 5: COMMON STOCK

During the first  quarter of fiscal  2006,  the Company  issued an  aggregate of
3,750,000 shares of common stock to two accredited  investors in exchange for an
aggregate $15,000 in cash.

During the first  quarter of fiscal  2006,  the Company  issued an  aggregate of
25,693,738  shares of common stock to Tracey  Baron,  a director of the Company.
These shares,  valued at $110,280,  were issued for services rendered during the
period and as advance payment for the $75,000  remaining  balance of Mr. Baron's
consulting agreement. Mr. Baron will continue to perform consulting services for
the company until the expiration of the agreement. This advance payment has been
reflected as a prepaid  expense in the  accompanying  balance sheet at March 31,
2006 and will be amortized on a straight line basis as the related  services are
performed.

During the first quarter,  the Company also issued an aggregate of 2,992,346 and
5,040,816 shares, respectively, for consulting services, , valued at $14,862 and
$25,108, respectively.

All share grants were valued based on quoted  market prices on the date of grant
and, except with respect to the $75,000  advance  mentioned  above,  all amounts
were expensed during the first quarter of fiscal 2006.

NOTE 6: 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  2006,  the  Company  recognized  $32,253,
respectively, of compensation expense associated with stock options.

As of March 31,  2006 the  Company  had  9,000,000  stock  options  outstanding.
However, the shares associated with these stock options have already been issued
and are held in trust by the clearing  agent.  Such shares are  reflected in our
total  shares  outstanding  and in the  balance  of  stockholders  equity in our
consolidated  balance  sheet,  with the estimated  proceeds  recorded as a stock
subscription  receivable.  Because the shares associated with stock options have
already been issued and are included in basic shares outstanding,  the Company's
stock options have no further dilutive effect in computing  diluted earnings per
share.

As of March 31, 2006,  the Company had 750,000 stock options that were exercised
but for which the related  proceeds  had not been  received.  Such  proceeds are
reflected as a stock subscription receivable in the accompanying balance sheet.

NOTE 7: PREFERRED STOCK CLASSIFIED AS A LIABILITY

The holders of Series B Preferred Stock shall be entitled to receive  cumulative
dividends at the rate of ten percent (10%) per annum on the face value ($.05 per
share).  All  dividends  when paid shall be payable in cash unless any holder of
the Series B Preferred  Stock elects to have the dividends paid in shares of the
Series B  Preferred  Stock.  Each  share  of  Preferred  Series  B Stock  can be
converted  into  common  stock.  The rate at  which  they  can be  converted  is
determined  by dividing the face value plus the amount of any accrued but unpaid
fees thereon by $0.0005. No dividends had been declared by the Company as of May
1, 2006.

                                       8
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT)

At March 31, 2006,  the  outstanding  Preferred  Series B stock,  together  with
accrued dividends of $21,029, were convertible into 309,247,905 shares of common
stock.  The Company has classified the Series B Preferred  shares as a liability
in accordance  with the  provisions  of EITF 00-19,  Accounting  for  Derivative
Financial  Instruments  Indexed to, and Potentially  Settled in, a Company's Own
Stock,  as it does not have  sufficient  authorized  shares of  common  stock to
provide for the conversion of all Series B Preferred shares. The Company expects
to increase its authorized  shares of common stock in the future and, upon doing
so,  expects to  reclassify  the Series B Preferred  shares  into  stockholder's
equity.  However  there can be no  assurance  that  such  measures  will  obtain
shareholder approval.

All  accrued   dividends  have  been  recognized  as  interest  expense  in  the
accompanying  consolidated  statements  of  operations  and such  dividends  are
included in accrued expenses in the accompanying consolidated balance sheet.

NOTE 8: 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
309,247,905  shares  of  common  stock  issuable  upon  conversion  of  Series B
Preferred Stock as the effects of such conversion are antidilutive.  The Company
has no other potentially dilutive securities.

NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No.  123R,  "Share-Based  Payment"  ("SFAS  123R").  Under  this  new  standard,
companies  will no  longer  be  able to  account  for  share-based  compensation
transactions  using the  intrinsic  method in accordance  with APB 25.  Instead,
companies will be required to account for such  transactions  using a fair-value
method and to recognize the expense over the service  period.  SFAS 123R will be
effective  for periods  beginning  after  December  15, 2005.  As the  Company's
share-based  compensation  transactions  consist  of  variable  awards  that are
treated  the same under the  intrinsic  method and the  fair-value  method,  the
adoption  of SFAS 123R did not  impact  the  Company's  financial  condition  or
results of operations.

                                       9
<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,  2006,  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, 2005.

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 "MSEP.OB."

Our  principal  executive  offices are  located at 16055 N. Dial Blvd.  Suite 5,
Scottsdale,  Arizona 85260. 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

During 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 expected to be commercially available in June 2006.

                                       10
<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
expect to generate 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 the actions
taken in 2005  will  allow us to  generate  positive  operating  results  in the
future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

Total  revenue  for the first  three  months of 2006 and 2005 were  $28,984  and
$50,586,  respectively (a decrease of $21,602), consisting primarily of the sale
of diecast collectibles. The decrease in revenue is attributable to management's
focus away from an exclusive  diecast  merchandising  business toward developing
its new line of  businesses,  including  its brake  fluid  line and its car care
product line.

During  the first  three  months of 2006,  we  incurred  operating  expenses  of
$335,406  compared to $337,621 of operating  expenses  incurred during the first
three  months of 2005 (a decrease of $2,621).  Operating  expenses for the first
three months of 2006  primarily  consisted of: (i) $330,835 of selling,  general
and  administrative  expenses  compared  to  $333,456  of  selling,  general and
administrative  expenses  incurred  during the first three months of 2005;  (ii)
$1,473 of depreciation expense compared to $750 of depreciation expense incurred
during the first three months of 2005; and (iii) $3,098 of amortization  expense
compared  to $3,415 of  amortization  expense  incurred  during the first  three
months of 2005.  We also  incurred  $7167 of interest  expense  during the first
three  months of 2006 as  compared  to $2,086  incurred  during the first  three
months of 2005.  The  decrease in  operational  expenses  during the first three
months of 2006  compared to the first three months of 2005 was  primarily due to
reduced  consulting  and  marketing  related  expenses in  connection  with cost
containment initiatives.

Our net loss  during the first  three  months of 2006 was  $323,969 or $0.00 per
common  share  compared  to a net loss of  approximately  $319,197  or $0.00 per
common share during the first three months of 2005.

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.  We will
continue  marketing,  promoting and operating our die cast replica car business,
while seeking growth  opportunities  to develop a diverse business entity within
the motor sports  industry.  Our plan of operation  for the next 12 months is to
develop existing business lines and to seek the acquisition of assets,  property
or businesses that may benefit us and our shareholders.  Because we have minimal
capital resources,  management anticipates that to achieve any such acquisition,
we may be  required  to issue  shares  of our  stock as  consideration  for such
acquisition.  In the event that we contact or is contacted by a private  company
or other  entity,  which  may be  considering  a merger  with or into us,  it is
possible  that we  would  be  required  to  raise  additional  funds in order to
accomplish the transaction.  Such  transactions  would be evaluated on a case by
case basis.

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.

                                       11
<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.

Three Months Ended March 31, 2006

For the first three months of 2006,  net cash used by operating  activities  was
$164,684  compared to $296,377 for the first three months of 2005.  Our net loss
for the first three months of 2006  exceeded  our net  operating  cash  outflows
during the same period  primarily due to the fact that $115,605 of our operating
expenses were noncash stock-based compensation,  depreciation,  amortization and
interest charges.

For the  first  three  months  of 2006  and  2005,  net cash  used in  investing
activities  was $2,029 and  $10,100,  consisting  exclusively  of  purchases  of
equipment.

For the first three  months of 2006 and 2005,  net cash  provided  by  financing
activities  was $169,799  and  $353,807.  In the first three months of 2006,  we
generated  $177,299 from the sale of common stock and exercise of stock options,
of which $7,500 was used to repay a portion of our long-term  debt. In the first
three months of 2005,  we generated  $524,654  from the sale of common stock and
exercise of stock options,  of which $170,847 was used to repay a portion of our
long-term debt.

As of  March  31,  2006,  our  current  assets  were  $244,456  and our  current
liabilities  were $461,850  resulting in a working  capital deficit of $217,394.
Included  in the  current  liabilities  are notes  payable  to  shareholders  of
$205,920,  of which $129,420 was  renegotiated  and extended in the three months
ended March 31, 2006. The Company also had a  stockholders'  deficit of $307,152
at March 31, 2006.

The Company has generated little revenue from operations,  has a working capital
deficit and a retained earnings deficit.  Therefore,  in our most recently filed
Form 10-KSB,  our auditors have expressed  substantial doubt about the Company's
ability to continue as a going concern. Management believes that it can maintain
its status as a going  concern  based on its ability to raise funds  pursuant to
future  public  and  private  offerings  and to  obtain  advances  and  minimize
operating expenses by not duplicating or incurring needless expenses.

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

                                       12
<PAGE>
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 (as defined in Rules 13a-14(c) and 15d-14(c)
under the Exchange  Act), as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-QSB.  Based on such evaluation,  they have concluded
that as of such date, our  disclosure  controls and procedures are effective and
designed to ensure that  information  required to be  disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported  within the time  periods  specified  in  applicable  SEC rules and
forms.

(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.

                                       13
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The  Company  is  currently  involved  in a variety of legal  matters.  Based on
information  currently available,  Management does not believe that the ultimate
resolution of these matters will have a material adverse effect on our financial
condition, results of operations or cash flows.

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 is alleging  breach of contract,  collection of
debts  owed and bad faith and is  seeking  damages  in  excess of  $35,000.  The
Company denies any liability to the plaintiff,  and intends to vigorously defend
the lawsuit.  As of the date of this Annual Report, the Company,  along with its
attorney,  is  investigating  the various  documents  produced by the  Plaintiff
pursuant to the  Company's  discovery  motions and  requests.  . A court date is
scheduled for July 2006.

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.  A
hearing was  scheduled  for March 10, 2006 to show cause  resulting in a further
court date scheduled for August 2006.  The Company feels  confident that it will
prevail on the merits in the actions filed against Mr. Wachholz.

THREATENED LITIGATION:

The Company  received a certified  demand letter on July 9, 2005, from A-Squared
Holdings,  Inc., formally Damascus Group, LLC and Robert L. and Jodi K. Stevens.
A-Squared Holdings,  Inc. claims that MotorSports Emporium,  Inc. (FKA Ten Stix,
Inc.) owes a loan  balance of  $62,000  plus  interest,  the  proceeds  from the
interests in the purchase of the Bonus 6 table game by Jodi Stevens,  as well as
interest (at 12%),  court fees,  legal fees, etc. which will continue to accrue.
The Company denies the above allegations and is currently  reviewing its options
with regard to these claims.  No further action has been taken as of the date of
this filing. However the Company anticipates A-Squared Holdings,  Inc. will file
a lawsuit  against  the  Company  claiming  damages  as set forth in the  demand
letter.

The  Company  is  not  aware  of any  other  pending  or  threatened  claims  or
assessments that 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

ISSUANCE OF UNREGISTERED SECURITIES

On February 22, 2006, the Company  authorized and issued 2,500,000 shares of its
restricted  common stock to investors  in exchange  for cash  totaling  $10,000.
These  shares were issued  pursuant to the  exemption  from  registration  under
Section 4(2) of the Securities Act of 1933.

On March 1, 2006,  the Company  authorized  and issued  1,250,000  shares of its
restricted  common  stock to an investor in exchange for cash  totaling  $5,000.
These  shares were issued  pursuant to the  exemption  from  registration  under
Section 4(2) of the Securities Act of 1933.

                                       14
<PAGE>
ISSUANCE OF REGISTERED SECURITIES

During the three months ended March 31, 2006, the Company  authorized and issued
40,600,000  unrestricted  shares of common  stock to  employees  pursuant to the
terms of that certain MotorSports  Emporium,  Inc. 2004 Employee Stock Incentive
Plan No. 3. No  underwriters  were used. The securities  were  registered  under
Securities Act of 1933 on Form S-8, which became  effective on December 16, 2004
and pursuant to an Order of Effective  Registration by Qualification pursuant to
Section 44-1891 of the Securities Act of Arizona that was granted on January 13,
2005.

During the three months ended March 31,2006,  the Company  authorized and issued
an  aggregate  of  25,693,738  shares of its  restricted  common stock to Tracey
Baron,  a director  of the  Company,  valued at  $110,280  as  compensation  for
services  rendered  during the  quarter  and for future  services to be rendered
through February 2007 . These shares were registered in the aforesaid Form S-8.

On March 1, 2006,  the  Company  issued  1,000,000  shares to a third  party for
consulting  services  valued at $5,100.  These  shares  were  registered  in the
aforesaid Form S-8.

On March 7, 2006, the Company issued 1,992,346 shares to a third party for legal
services  valued at $9,762.  These shares were  registered in the aforesaid Form
S-8.

On March 9, 2006,  the  Company  issued  3,000,000  shares to a third  party for
consulting  services  valued at $14,700.  These  shares were  registered  in the
aforesaid Form S-8.

On March 10,  2006,  the Company  issued  1,992,346  shares to a third party for
consulting  services  valued at $10,408.  These  shares were  registered  in the
aforesaid Form S-8.

SUBSEQUENT ISSUANCE OF UNREGISTERED SECURITIES

None.

SUBSEQUENT ISSUANCE OF REGISTERED SECURITIES

Subsequent  to March 31,  2006,  the Company  authorized  and issued  12,677,790
unrestricted  shares of common stock to  consultants  and  30,000,000  shares of
common  stock to  employees  pursuant to the terms of that  certain  MotorSports
Emporium,   Inc.  2006  Employee  Stock  Incentive  Plan.  The  securities  were
registered  under  Securities Act of 1933 on Form S-8, which became effective on
January  26,  2006,  and  pursuant  to an Order  of  Effective  Registration  by
Qualification  pursuant to Section 44-1891 of the Securities Act of Arizona that
was granted on February 27, 2006

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matter was submitted to a vote of the  shareholders  during the quarter ended
September 30, 2005.

ITEM 5. OTHER INFORMATION.

PRESS RELEASES

April 12, 2006 MotorSports Emporium Announces New Product Line
April 11, 2006 MotorSports Emporium Announces Indianapolis 500 Ticket Giveaway
April  11,  2006  MOTORSPORTS  EMPORIUM,  INC.  Files  SEC form  8-K,  Change in
Directors or Principal
April 6, 2006 NASCAR's Superstar Kasey Kahne Uses GS610(TM) Brake Fluid in World
of Outlaws(R) Team Car
April 2, 2006 MotorSports  Emporium Explains Lawsuit Against Michael G. Wachholz
Preliminary Injunction Hearing
March 30, 2006 MotorSports Emporium Comments on Hearing

                                       15
<PAGE>
March 28, 2006 MotorSports Emporium Explains New Strategy
March 25, 2006 MOTORSPORTS EMPORIUM, INC. Financials
March 22, 2006 GS610(TM) Enters Australian Market
March 16, 2006 MotorSports Emporium Releases Year-End Results
March 16, 2006 MOTORSPORTS EMPORIUM, INC. Files SEC form 10KSB, Annual Report
March 6, 2006 MotorSports Emporium Inc. Enters NASCAR Busch Series
February 22, 2006 MSEP Officially Supplies IRL Championship Team
February 15, 2006 MotorSports Emporium Enters NASCAR Grand National West Series
February 13, 2006 MotorSports Emporium Elevates Interest in NASCAR
February 9, 2006 CEO of MotorSports  Emporium Inc. Provides Significant Progress
Report and Update at SmallCapVoice.com
February 6, 2006 MotorSports Emporium Gears up for 2006 Racing Series

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    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.

----------
*    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.

(b) Reports on Form 8-K.

     Form 8-K Current Report filed on April 11, 2006 (reporting on Item 5.02).

                                   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 10, 2006                   /s/ David Keaveney
                                     -------------------------------------------
                                     David Keaveney
                                     President/Treasurer/Chief Executive Officer
                                     (Principal Executive Officer and
                                     Principal Financial Officer)

                                       16