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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 September 30, 2006; or

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

                         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.)

                             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 November 1, 2006 was 2,172,093 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 September 30, 2006

                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION..............................................  1

    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.......  11

    Item 3. Controls and Procedures.........................................  15

PART II - OTHER INFORMATION.................................................  16

    Item 1. Legal Proceedings...............................................  16

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....  16

    Item 3. Defaults Upon Senior Securities.................................  16

    Item 4. Submission of Matters to a Vote of Security Holders.............  17

    Item 5. Other Information...............................................  17

    Item 6. Exhibits........................................................  17

SIGNATURES..................................................................  18

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

                           MOTORSPORTS EMPORIUM, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                                                  2006                  2005
                                                                               -----------           -----------
                                                                               (unaudited)
<S>                                                                            <C>                   <C>
                                     ASSETS

Cash                                                                          $     3,792           $    23,960
Accounts receivable                                                                 2,005                 1,267
Inventory                                                                         107,873               139,442
Other current assets                                                               34,297                 7,250
                                                                              -----------           -----------
      Total current assets                                                        147,967               171,919
                                                                              -----------           -----------
Fixed assets, net                                                                  11,997                14,464
Deposits                                                                              295                   295
Intangible assets, net                                                             22,326                31,620
                                                                              -----------           -----------
      Total assets                                                            $   182,585           $   218,298
                                                                              ===========           ===========

                      LIABILITIES & STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                                         $   166,233           $   116,299
Accrued expenses - related parties                                                215,181               101,500
Notes payable to stockholders                                                     448,420               209,889
                                                                              -----------           -----------
      Total current liabilities                                                   829,834               427,688
                                                                              -----------           -----------
Preferred B stock, $.05 par value, 3,000,000 shares authorized;
 0 and 2,671,897 shares issued and outstanding, respectively                           --               133,595
                                                                              -----------           -----------
      Total liabilities                                                           829,834               561,283
                                                                              -----------           -----------
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                    --
Common stock; $.001 par value, 500,000,000 shares authorized;
 2,122,958 and 1,105,097 shares issued and outstanding, respectively                2,123                 1,105
Additional paid-in capital                                                      4,548,779             3,833,665
Stock subscription receivable                                                      (4,607)              (26,775)
Accumulated deficit                                                            (5,227,544)           (4,174,980)
                                                                              -----------           -----------
      Total stockholders' deficit                                                (647,249)             (342,985)
                                                                              -----------           -----------
      Total liabilities and stockholders' deficit                             $   182,585           $   218,298
                                                                              ===========           ===========
</TABLE>
          See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>
                                              Three Months Ended September 30,       Nine Months Ended September 30,
                                              --------------------------------      --------------------------------
                                                 2006                 2005             2006                  2005
                                              -----------          -----------      -----------          -----------
<S>                                           <C>                  <C>              <C>                  <C>
Retail sales                                  $    51,565          $    44,379      $   129,141          $   171,268
Cost of sales                                      32,048               27,536           76,342              106,200
                                              -----------          -----------      -----------          -----------
      Gross profit                                 19,517               16,843           52,799               65,068
                                              -----------          -----------      -----------          -----------
Operating expenses:
  Selling, general and administrative             267,196              270,020          946,005              834,486
  Depreciation                                      1,513                  786            4,497                2,322
  Amortization                                      3,098                2,348            9,294                8,111
                                              -----------          -----------      -----------          -----------
      Total operating expenses                    271,807              273,154          959,796              844,919
                                              -----------          -----------      -----------          -----------
Operating loss                                   (252,290)            (256,311)        (906,997)            (779,851)
Other income (expense):
  Interest income                                      --                    6               46                   15
  Interest expense                                 (8,083)              (9,342)         (22,435)             (14,870)
  Other income (expense)                            1,245               (6,463)           6,154               (6,463)
  Loss on extinguishment of debt                  (88,836)                  --          (88,836)                  --
  Loss on settlement of debt                           --              (40,496)              --
                                              -----------          -----------      -----------          -----------
      Total other income (expense)                (95,674)             (15,799)        (145,567)             (21,318)
                                              -----------          -----------      -----------          -----------
Net loss                                      $  (347,964)         $  (272,110)     $(1,052,564)         $  (801,169)
                                              ===========          ===========      ===========          ===========

Net loss per common share:
  Basic                                       $     (0.18)         $     (0.30)     $     (0.65)         $     (1.00)
  Diluted                                     $     (0.18)         $     (0.30)     $     (0.65)         $     (1.00)

Weighted average common shares outstanding:
  Basic                                         1,964,961              914,135        1,613,738              798,547
                                              ===========          ===========      ===========          ===========
  Diluted                                       1,964,961              914,135        1,613,738              798,547
                                              ===========          ===========      ===========          ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>
                                                                      Nine Months Ended September 30,
                                                                     ---------------------------------
                                                                        2006                  2005
                                                                     -----------           -----------
<S>                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $(1,052,564)          $  (801,169)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                         13,791                10,432
    Amortization of debt discount                                          3,531                 7,946
    Amortization of expenses paid with common stock                           --                19,520
    Employee stock based compensation                                     67,689                75,165
    Officer stock based compensation                                      10,000                    --
    Third party stock based compensation                                 183,671               123,698
    Non-cash loss on extinguishment of debt                               88,836                 7,618
  Changes in assets and liabilities:
    Accounts receivable                                                     (738)                  (84)
    Inventory                                                             31,569               (16,764)
    Prepaid expenses                                                      47,953                (6,500)
    Accounts payable and accrued expenses                                191,186                 6,663
                                                                     -----------           -----------
        Net cash used in operating activities                           (415,076)             (573,475)
                                                                     -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for intangible assets                                          --               (15,000)
  Purchases of fixed assets                                               (2,029)              (11,207)
                                                                     -----------           -----------
        Net cash used in investing activities                             (2,029)              (26,207)
                                                                     -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of notes payable                                            (15,000)             (190,847)
  Proceeds from issuance of common stock                                  21,500               673,654
  Proceeds from exercise of stock options                                390,437               178,034
                                                                     -----------           -----------
        Net cash provided by financing activities                        396,937               660,841
                                                                     -----------           -----------

INCREASE IN CASH                                                         (20,168)               61,159

CASH, beginning of period                                                 23,960                12,732
                                                                     -----------           -----------
CASH, end of period                                                  $     3,792           $    73,891
                                                                     ===========           ===========

SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                             $        --           $        --
                                                                     ===========           ===========
  Cash paid for income taxes                                         $        --           $        --
                                                                     ===========           ===========

Non-cash financing and investing activities:
  Extinguishment of preferred stock and accrued interest             $   161,164           $        --
                                                                     ===========           ===========
  Note payable issued for extinguishment of preferred stock
   and accrued interest                                              $   250,000           $        --
                                                                     ===========           ===========
  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 nine  months  ended
September  30, 2006 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, 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.

STOCK ISSUANCES

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

     *    80,493 for consulting services for $31,437
     *    115,556 for the  issuance of stock  options to  employees  for a total
          value of $21,340
     *    23,297 issued in equity offerings for $6,500

Such share  issuances were recorded at market prices with an aggregate  value of
$59,277.

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.

PREFERRED SHARE ISSUANCE AND CHANGE IN CONTROL

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")  that  contain  super
voting  rights of 13.33 votes per share.  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,  thereby giving Mr. Keaveney voting
control of the Company. See Note 9.

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 $647,249 and a
working capital deficit of $681,867 as of September 30, 2006.

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


The Company has  redeveloped  its strategic  expansion  plan for 2006 which will
allow the Company to focus its efforts  more on its high  performance  specialty
car care  products.  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.

NOTE 4: COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

At September 30, 2006,  future minimum  annual lease  payments  under  operating
lease agreements are as follows:

                           2006           5,000
                     Thereafter              --
                                        -------
                        Total           $ 5,000
                                        =======

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 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 $16,856.28 plus prejudgment  interest of $3,639.78,  in
addition to costs and reasonable  attorney  fees,  which we are estimating to be
$20,000.  Such  amounts  have been  accrued  in other  income  (expense)  in the
accompanying  consolidated  income statement for the nine months ended September
30, 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.
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.

NOTE 5: 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

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


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.  During the third  quarter of fiscal  2006,  the
Company did not make its quarterly required principal payment

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 8. 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.

NOTE 6: COMMON STOCK

During the third  quarter of 2006,  the Company  issued an  aggregate  of 80,493
shares valued at $31,437 for consulting  services.  All share grants were valued
based on quoted market prices on the date of grant and were expensed  during the
third quarter of fiscal 2006.

During the third  quarter of 2006,  the Company  issued  23,297 shares of common
stock to an  investor  in  exchange  for $6,500 as part of a stock  subscription
agreement. Under the terms of this agreement, the Company agrees to issue shares
to the investor in exchange for cash as follows:

     *    $6,500 at inception
     *    $23,500  over  the  next  120  days in  increments  designated  by the
          investor
     *    $20,000  over  the  next  180  days in  increments  designated  by the
          investor

Under the terms of this  agreement,  the shares are to be issued equal to 80% of
the average  closing bid price of the five  trading days  immediately  preceding
each increment purchased.

NOTE 7: 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 third  quarter  of  fiscal  2006,  the  Company  recognized  $2,481,
respectively, of compensation expense associated with stock options.

As of  September  30,  2006 the Company had 35,555  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

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


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.

NOTE 8: 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
September 30, 2006.

The  Company had  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 did not have  sufficient  authorized  shares  of  common  stock to
provide  for the  conversion  of all  Series B  Preferred  shares.  All  accrued
dividends  have  been  recognized  as  interest   expense  in  the  accompanying
consolidated statements of operations.

On August 21, 2006,  the  outstanding  Preferred  Series B stock,  consisting of
shares held by the CEO, a director  and a  shareholder,  together  with  accrued
dividends of $27,569,  were retired in exchange for cash compensation of $1 each
to the CEO and a director and and a convertible  note payable of $250,000 to the
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
$88,836 related to this transaction. See Note 5.

NOTE 9: 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: 13.33 votes per share

Since the Pf C Shares issued to Mr. Keaveney carry super-voting  rights of 13.33
votes per share,  Mr.  Keaveney  is entitled  to 2.67  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.

NOTE 10: 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

                                       9
<PAGE>
                           MOTORSPORTS EMPORIUM, INC.
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONT)


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.

NOTE 11: 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.

NOTE 12: SUBSEQUENT EVENTS

On  October  10,  2006,  the  Company's  Board of  Directors  declared a special
dividend of shares of its wholly-owned  subsidiary,  Scottsdale Diecast, Inc., a
Nevada  corporation.  As a result of this  special  dividend,  the Company  will
distribute  to its  stockholders  of record on  November  6, 2006,  one share of
common stock of Scottsdale  Diecast,  Inc., a Nevada  corporation,  for each one
share  of  the  Company's  issued  and  outstanding  common  stock  held  by its
stockholders  on such date.  Approximately  2,148,550  shares of common stock of
Scottsdale Diecast, Inc. will be distributed,  (plus an indeterminable number of
shares of common  stock  will be issued in  settlement  of  fractional  shares),
representing  approximately  11.5%  of  Scottsdale  Diecast,  Inc.  The  special
dividend  will be  distributed  within five  business  days  following the SEC's
declaration of effectiveness of a Form SB-2  Registration  Statement to be filed
by Scottsdale Diecast, Inc.

As  discussed  in Note 6,  during the third  quarter of 2006,  the  Company  had
recorded share  issuances of 23,297 in exchange for cash of $6,500 received from
an investor.  Due to the substantial  drop in the Company's share price from the
date the investor paid for the stock and the share price on the date the Company
physically issued the shares to this investor,  the Company issued an additional
23,131 shares to adjust the investor's basis in the shares.

                                       10
<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
September  30, 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 "MSEM.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

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.

                                       11
<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, the Company initiated 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-Q have been
retroactively restated for this stock split.

CHANGE IN CONTROL

On  September  13,  2006,  we issued  200,000  shares of Pf C Shares to David W.
Keaveney,  our 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: 13.33 votes per share

Since the Pf C Shares issued to Mr. Keaveney carry super-voting  rights of 13.33
votes per share,  Mr.  Keaveney  is entitled  to 2.67  million  votes on matters
submitted our 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.

RETIREMENT OF PREFERRED SERIES B STOCK IN EXCHANGE FOR NOTE PAYABLE

On August 21, 2006,  the  outstanding  Preferred  Series B stock,  consisting of
shares held by our CEO, a director  and a  shareholder,  together  with  accrued
dividends of $27,569,  were retired in exchange for cash compensation of $1 each
to the CEO and a  director  and a  convertible  note  payable 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
$88,836 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. The note may be extended at our option two times
as follows:

     1.   In the event the note is not fully paid on or before  August 30, 2007,
          we 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.

                                       12
<PAGE>
     2.   In the  event the note is not fully  paid on or  before  February  28,
          2008, we 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
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,  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.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2005

Total  revenue  for the first  nine  months of 2006 and 2005 were  $129,141  and
$171,268,  respectively (a decrease of $42,127), consisting of $106,509 of sales
of diecast  collectibles  and $22,632 of sales of brake fluid and  specialty car
care products.  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 nine months of 2006, we incurred operating expenses of $959,796
compared to $844,919 of operating expenses incurred during the first nine months
of 2005 (an increase of $114,877).  Operating expenses for the first nine months
of  2006  primarily   consisted  of:  (i)  $946,005  of  selling,   general  and
administrative   expenses   compared  to   $834,486  of  selling,   general  and
administrative  expenses  incurred  during the first nine  months of 2005;  (ii)
$4,497 of  depreciation  expense  compared  to $2,322  of  depreciation  expense
incurred  during the first nine months of 2005; and (iii) $9,294 of amortization
expense  compared to $8,111 of  amortization  expense  incurred during the first
nine months of 2005. We also  incurred  $22,435 of interest  expense  during the
first nine months of 2006 as compared to $14,870  incurred during the first nine
months of 2005.  The  increase  in  operational  expenses  during the first nine
months of 2006  compared to the first nine months of 2005 was  primarily  due to
increased  consulting and marketing services  associated with the development of
new product lines.

 Our net loss during the first nine months of 2006 was  $1,052,564  or $0.65 per
common  share  compared  to a net loss of  approximately  $801,169  or $1.00 per
common share during the first nine months of 2005.

THREE MONTHS ENDED  SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2005

Total  revenue for the third  quarter of 2006 and 2005 were $51,565 and $44,379,
respectively (an increase of $7,186),  consisting of $38,478 of sales of diecast
collectibles  and  $13,087  of sales  of  brake  fluid  and  specialty  car care
products.  The increase in revenue is attributable to sales from our new line of
businesses.

During the third  quarter of 2006,  we incurred  operating  expenses of $271,807
compared to $273,154 of operating  expenses incurred during the third quarter of
2005 (a decrease of $1,347).  Operating  expenses for the third quarter of 2006
primarily  consisted  of: (i)  $267,196 of selling,  general and  administrative
expenses compared to $270,020 of selling,  general and  administrative  expenses
incurred during the third quarter of 2005;  (ii) $1,513 of depreciation  expense
compared to $786 of  depreciation  expense  incurred during the third quarter of
2005;  and  (iii)  $3,098  of  amortization   expense   compared  to  $2,348  of
amortization expense incurred during the third quarter of 2005. We also incurred
$8,083 of  interest  expense  during the third  quarter of 2006 as  compared  to
$9,342  incurred  during  the  third  three  months  of 2005.  The  increase  in
operational expenses during the third three months of 2006 compared to the third
three months of 2005 was  primarily  due to increased  consulting  and marketing
services associated with the development of new product lines.

Our net loss during the third  quarter of 2006 was  $347,964 or $0.18 per common
share compared to a net loss of approximately $272,110 or $0.30 per common share
during the third quarter of 2005.

                                       13
<PAGE>
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.

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.

NINE MONTHS ENDED SEPTEMBER 30, 2006

For the first nine months of 2006,  net cash used by  operating  activities  was
$415,076  compared to $573,475  for the first nine months of 2005.  Our net loss
for the first nine  months of 2006  exceeded  our net  operating  cash  outflows
during the same period  primarily due to the fact that $367,518 of our operating
expenses were non-cash  stock-based  compensation,  depreciation,  amortization,
interest charges and debt extinguishment losses.

For the  first  nine  months  of 2006  and  2005,  net  cash  used in  investing
activities was $2,029 and $26,207,  respectively.  The 2006 investing activities
consisted  exclusively  of  purchases  of  equipment  while  the 2005  investing
activities consisted of $15,000 of acquired intangibles and $11,207 of purchases
of equipment.

For the first  nine  months of 2006 and 2005,  net cash  provided  by  financing
activities was $396,937 and $660,841,  respectively. In the first nine months of
2006, we generated  $411,937 from the sale of common stock and exercise of stock
options,  of which $15,000 was used to repay a portion of our long-term debt. In
the first nine months of 2005,  we  generated  $851,688  from the sale of common
stock and  exercise  of stock  options,  of which  $190,847  was used to repay a
portion of our long-term debt.

As of  September  30,  2006,  our current  assets were  $147,967 and our current
liabilities  were $829,834  resulting in a working  capital deficit of $681,867.
Included  in the  current  liabilities  are notes  payable  to  shareholders  of
$448,420,  of which $129,420 was  renegotiated  and extended in the three months
ended  March 31,  2006,  and  $250,000  was  issued in the  three  months  ended
September 30, 2006. The Company also had an accumulated deficit of $5,227,544 at
September 30, 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.

                                       14
<PAGE>
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 (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.

                                       15
<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 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 for the principal amount of
$16,856.28  plus  prejudgment  interest of  $3,639.78,  in addition to costs and
reasonable attorney fees, which we are estimating to be $20,000.

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  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 third  quarter of 2006,  the Company  issued  23,297 shares of common
stock to an  investor  in  exchange  for $6,500 as part of a stock  subscription
agreement. Under the terms of this agreement, the Company agrees to issue shares
to the investor in exchange for cash as follows:

o $6,500 at inception
o $23,500  over the next 120 days in  increments  designated  by the  investor o
$20,000 over the next 180 days in increments designated by the investor

Under the terms of this  agreement,  the shares are to be issued equal to 80% of
the average  closing bid price of the five  trading days  immediately  preceding
each increment purchased.

These  shares were issued  pursuant to an  exemption  under  Section 4(2) of the
Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

See Note 5, above, for a discussion of a default upon a senior security.

                                       16
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On September 13, 2006, the Company's shareholders approved the following actions
by the written consent of approximately 58% of the votes entitled to be cast:

     *    Election  of David W.  Keaveney  and Rhonda  Keaveney  to the Board of
          Directors to serve until the 2007 Annual  Meeting of  Shareholders;
     *    Ratification  of  the  appointment  of HJ &  Associates,  LLC  as  the
          Company's  independent  accountants for the 2004, 2005 and 2006 fiscal
          years;
     *    Approval of the Ten Stix,  Inc. 2004 Employee Stock Incentive Plan No.
          2;
     *    Approval of the Motorsports  Emporium,  Inc. (formerly Ten Stix, Inc.)
          2004 Employee Stock Incentive Plan No. 3;
     *    Approval  of  the  Motorsports  Emporium,  Inc.  2006  Employee  Stock
          Incentive Plan and Amendment; and
     *    An amendment to the  Company's  Articles of  Incorporation  to reverse
          split the number of issued and  outstanding  shares of common stock to
          2,028,550  shares,  as a result of a reverse split of the common stock
          on the ratio of 1:225.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

(a) Exhibits

Exhibit 3 (1)+      Articles of Amendment to Articles of Incorporation filed on
                    October 12, 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.

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<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: November 14, 2006              /s/ David Keaveney
                                     -------------------------------------------
                                     David Keaveney
                                     President/Treasurer/Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Financial Officer)

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