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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 June 30, 2006; or

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

                         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 August 1, 2006 was 452,233,400 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 JUNE 30, 2006

                                      INDEX

                                                                            Page
                                                                            ----

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

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

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

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

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

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

     Item 2. Management's Discussion and Analysis or Plan of Operation.......  9

     Item 3. Controls and Procedures......................................... 12

PART II - OTHER INFORMATION.................................................. 13

     Item 1. Legal Proceedings............................................... 13

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 13

     Item 3. Defaults Upon Senior Securities................................. 13

     Item 4. Submission of Matters to a Vote of Security Holders............. 13

     Item 5. Other Information............................................... 13

     Item 6. Exhibits........................................................ 14

SIGNATURES................................................................... 14

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

                           MOTORSPORTS EMPORIUM, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                             June 30,             December 31,
                                                                               2006                  2005
                                                                            -----------           -----------
                                                                            (unaudited)
<S>                                                                         <C>                   <C>
                                    ASSETS

Cash                                                                        $    22,355           $    23,960
Accounts receivable                                                                 180                 1,267
Inventory                                                                       129,870               139,442
Other current assets                                                             56,675                 7,250
                                                                            -----------           -----------
     Total current assets                                                       209,080               171,919
                                                                            -----------           -----------
Fixed assets, net                                                                13,509                14,464
Deposits                                                                            295                   295
Intangible assets, net                                                           25,424                31,620
                                                                            -----------           -----------
     Total assets                                                           $   248,308           $   218,298
                                                                            ===========           ===========

                      LIABILITIES & STOCKHOLDERS' DEFICIT

Accounts payable and accrued expenses                                       $   190,120           $   116,299
Accrued expenses - related parties                                              144,000               101,500
Notes payable to stockholders                                                   198,420               209,889
                                                                            -----------           -----------
     Total current liabilities                                                  532,540               427,688
                                                                            -----------           -----------
Preferred B stock, $.05 par value, 3,000,000 shares authorized;
2,671,897 shares issued and outstanding                                         133,595               133,595
                                                                            -----------           -----------
     Total liabilities                                                          666,135               561,283
                                                                            -----------           -----------
Preferred A stock, $250 par value, 100,000 shares authorized;
 96 shares issued and outstanding                                                24,000                24,000
Common stock; $.001 par value, 500,000,000 shares authorized;
 428,312,592 and 248,646,803 shares issued and outstanding, respectively        428,313               248,647
Additional paid-in capital                                                    4,063,310             3,586,123
Stock subscription receivable                                                   (53,872)              (26,775)
Accumulated deficit                                                          (4,879,578)           (4,174,980)
                                                                            -----------           -----------
     Total stockholders' deficit                                               (417,827)             (342,985)
                                                                            -----------           -----------
     Total liabilities and stockholders' deficit                            $   248,308           $   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 June 30,          Six Months Ended June 30,
                                               -----------------------------       -----------------------------
                                                   2006             2005               2006             2005
                                               ------------     ------------       ------------     ------------
<S>                                            <C>              <C>                <C>              <C>
Retail sales                                   $     48,592     $     76,303       $     77,576     $    126,889
Cost of sales                                        30,973           48,588             44,294           78,664
                                               ------------     ------------       ------------     ------------
Gross profit                                         17,619           27,715             33,282           48,225
                                               ------------     ------------       ------------     ------------
Operating expenses:
  Selling, general and administrative               347,974          231,010            678,809          564,466
  Depreciation                                        1,511              786              2,984            1,536
  Amortization                                        3,098            2,348              6,196            5,763
                                               ------------     ------------       ------------     ------------
      Total operating expenses                      352,583          234,144            687,989          571,765
                                               ------------     ------------       ------------     ------------
Operating loss                                     (334,964)        (206,429)          (654,707)        (523,540)
Other income (expense):
  Interest income                                         8                9                 48                9
  Interest expense                                   (7,184)          (3,442)           (14,351)          (5,528)
  Other income (expense)                              2,008               --              4,909               --
  Loss on settlement of debt                        (40,496)              --            (40,496)              --
                                               ------------     ------------       ------------     ------------
      Total other income (expense)                  (45,664)          (3,433)           (49,890)          (5,519)
                                               ------------     ------------       ------------     ------------
Net loss                                       $   (380,628)    $   (209,862)      $   (704,597)    $   (529,059)
                                               ============     ============       ============     ============
Net loss per common share:
  Basic                                        $      (0.00)    $      (0.00)      $      (0.00)    $      (0.00)
  Diluted                                      $      (0.00)    $      (0.00)      $      (0.00)    $      (0.00)

Weighted average common shares outstanding:
  Basic                                         372,395,623      175,005,016        323,578,340      166,997,795
                                               ============     ============       ============     ============
  Diluted                                       372,395,623      175,005,016        323,578,340      166,997,795
                                               ============     ============       ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                                           ---------------------------
                                                             2006              2005
                                                           ---------         ---------
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $(704,597)        $(529,059)
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                              9,180             7,298
    Amortization of debt discount                              3,531               179
    Amortization of expenses paid with common stock               --            19,520
    Employee stock based compensation                         64,488                --
    Third party stock based compensation                     152,234             6,210
  Changes in assets and liabilities:
    Accounts receivable                                        1,087            (7,794)
    Inventory                                                  9,572            52,839
    Prepaid expenses                                          25,575            (5,000)
    Accounts payable and accrued expenses                    116,321           (24,916)
                                                           ---------         ---------
         Net cash used in operating activities              (322,609)         (480,723)
                                                           ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                                   (2,029)          (11,207)
                                                           ---------         ---------
         Net cash used in investing activities                (2,029)          (11,207)
                                                           ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of notes payable                                (15,000)         (178,024)
  Proceeds from issuance of common stock                      15,000           655,810
  Stock subscriptions receivable                                  --            31,798
  Proceeds from exercise of stock options                    323,033                --
                                                           ---------         ---------
         Net cash provided by financing activities           323,033           509,584
                                                           ---------         ---------

INCREASE IN CASH                                              (1,605)           17,654

CASH, beginning of period                                     23,960            12,732
                                                           ---------         ---------
CASH, end of period                                        $  22,355         $  30,386
                                                           =========         =========

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.
                            (FORMERLY TEN STIX, 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 six months ended June
30, 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 second quarter of 2006,  the Company  issued the following  shares of
common stock:

     *    24,032,889 for consulting services
     *    77,556,000 for the issuance of stock options to employees

Such share  issuances were recorded at market prices with an aggregate  value of
$291,883..

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 $417,827 and a
working capital deficit of $323,460 as of June 30, 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  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.

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


NOTE 4: COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

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

                           2006          12,500
                     Thereafter              --
                                       --------
                          Total        $ 12,500
                                       ========

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 three and six months ended
June 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 June
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 June 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 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 second quarter of 2006, the Company issued an aggregate of 24,032,889
shares valued at $76,984 for consulting  services.  All share grants were valued
based on quoted market prices on the date of grant and were expensed  during the
second quarter of fiscal 2006.

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


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 second  quarter  of fiscal  2006,  the  Company  recognized  $32,235,
respectively, of compensation expense associated with stock options.

As of June 30,  2006 the  Company  had  27,838,000  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.

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
June 30, 2006.

At June 30,  2006,  the  outstanding  Preferred  Series B stock,  together  with
accrued dividends of $24,752, were convertible into 316,693,906 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
316,693,906  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.

                                       8
<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
June 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 "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 the summer of 2006.

                                       9
<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

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

Total  revenue  for the first  six  months  of 2006 and 2005  were  $77,576  and
$126,889, respectively (a decrease of $49,313), 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 six months of 2006, we incurred  operating expenses of $687,989
compared to $571,765 of operating  expenses incurred during the first six months
of 2005 (an increase of $116,224).  Operating  expenses for the first six months
of  2006  primarily   consisted  of:  (i)  $678,809  of  selling,   general  and
administrative   expenses   compared  to   $564,466  of  selling,   general  and
administrative  expenses  incurred  during  the first six  months of 2005;  (ii)
$2,984 of  depreciation  expense  compared  to $1,536  of  depreciation  expense
incurred  during the first six months of 2005; and (iii) $6,196 of  amortization
expense compared to $5,763 of amortization expense incurred during the first six
months of 2005. We also incurred  $14,351 of interest  expense  during the first
six months of 2006 as compared to $5,528 incurred during the first six months of
2005. The increase in operational  expenses  during the first six months of 2006
compared  to the  first  six  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 six  months  of 2006 was  $704,597  or $0.00 per
common  share  compared  to a net loss of  approximately  $529,059  or $0.00 per
common share during the first six months of 2005.

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

Total revenue for the second  quarter of 2006 and 2005 were $48,592 and $76,303,
respectively  (a  decrease  of  $27,711),  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 second  quarter of 2006, we incurred  operating  expenses of $352,583
compared to $234,144 of operating expenses incurred during the second quarter of
2005 (an increase of  $118,439).  Operating  expenses for the second  quarter of
2006 primarily consisted of: (i) $347,974 of selling, general and administrative
expenses compared to $231,010 of selling,  general and  administrative  expenses
incurred during the second quarter of 2005; (ii) $1,511 of depreciation  expense
compared to $786 of depreciation  expense  incurred during the second quarter of
2005;  and  (iii)  $3,098  of  amortization   expense   compared  to  $2,348  of
amortization  expense  incurred  during the second three months of 2005. We also
incurred  $7,184 of interest  expense  during the second three months of 2006 as
compared to $3,442 incurred during the second three months of 2005. The increase
in operational  expenses  during the second three months of 2006 compared to the
second  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 second  three  months of 2006 was  $380,628 or $0.00 per
common  share  compared  to a net loss of  approximately  $209,862  or $0.00 per
common share during the second three months of 2005.

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<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.

SIX MONTHS ENDED JUNE 30, 2006

For the first six  months of 2006,  net cash used by  operating  activities  was
$322,609 compared to $480,723 for the first six months of 2005. Our net loss for
the first six months of 2006 exceeded our net operating cash outflows during the
same period  primarily due to the fact that  $229,433 of our operating  expenses
were non-cash stock-based compensation,  depreciation, amortization and interest
charges.

For the first six months of 2006 and 2005, net cash used in investing activities
was $2,029 and $11,207, consisting exclusively of purchases of equipment.

For the  first  six  months of 2006 and 2005,  net cash  provided  by  financing
activities  was $323,033  and  $509,584.  In the first three months of 2006,  we
generated  $338,033 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
three months of 2005,  we generated  $687,608  from the sale of common stock and
exercise of stock options,  of which $178,024 was used to repay a portion of our
long-term debt.

As of  June  30,  2006,  our  current  assets  were  $209,080  and  our  current
liabilities  were $532,540  resulting in a working  capital deficit of $323,460.
Included  in the  current  liabilities  are notes  payable  to  shareholders  of
$198,420,  of which $129,420 was  renegotiated  and extended in the three months
ended March 31, 2006. The Company also had a  stockholders'  deficit of $417,827
at June 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.

                                       11
<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.

                                       12
<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 June
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

None.

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
June 30, 2006.

ITEM 5. OTHER INFORMATION.

None.

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

                                       14